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City Council Committees - Operations Committee - 11/21/2017 (2)
Unless otherwise noted, the Operations Committee meets at 4 p.m. on the first and third Tuesday of each month in Kent City Hall, Council Chambers East, 220 Fourth Ave S, Kent, WA 98032. For additional information please contact Jennifer Hays at 253-856-5700, or via email at jhays@KentWA.gov. Any person requiring a disability accommodation should contact the City Clerk’s Office at 253-856-5725 in advance. For TDD relay service call Washington Telecommunications Relay Service at 1-800-833-6388. Operations Committee Agenda Councilmembers: Bill Boyce – Les Thomas – Dana Ralph, Chair November 21, 2017 4 p.m. Item Description Action Speaker Time Page 1. Call to order Chair Ralph 1 2. Roll Call Chair Ralph 1 3. Changes to the Agenda Chair Ralph 1 4. Approval of Check Summary Report dated 10/16/17 thru 10/31/17 YES Chair Ralph 5. Approval of Minutes dated November 7, 2017 YES Chair Ralph 2 1 6. Temporary Term Limited Positions - Recommend YES Tim LaPorte 5 7 7. 2018 State Legislative Agenda – Recommend YES Michelle Wilmot Doug Levy 20 11 8. Technology contract for software and hardware upgrade - Recommend YES James Endicott 10 19 9. Stop Loss Insurance Contract - Recommend YES Laura Horea 5 327 10. City of Kent Financial Policies - Recommend YES Aaron BeMiller 5 331 11. September Monthly Report NO Aaron BeMiller 10 349 This page intentionally left blank Operations Committee Minutes Approval Pending Page 1 of 5 Date: November 7, 2017 Time: 4:00 p.m. Place: Chambers East Attending: Bill Boyce, Les Thomas and Dana Ralph, Chair Agenda: 1. Call to Order. 2. Roll Call. 3. Changes to the Agenda. There were no changes to the agenda. 4. Approval of Check Summary Reports dated 10/1/2017 thru 10/15/2017. L. Thomas moved to approve the check summary report dated 10/1/2017 thru 10/15/2017. B. Boyce seconded the motion, which passed 3-0. 5. Approval of Meeting Minutes dated October 17, 2017. B. Boyce moved to approve the Operations Committee meeting minutes dated October 17, 2017. L. Thomas seconded the motion, which passed 3-0. 6. Emergency Management Performance Grant - Recommend. Emergency Management Division Chief John Madson and Emergency Management Specialist Jenny Keizer asked members to move forward the acceptance of the annual emergency management performance grant. The $70,697 grant was awarded by the Washington Military Department’s Emergency Management Division and the U.S. Department of Homeland Security. It is required that activities conducted using grant funds should have a direct relation to five elements of emergency management, they are: prevention, protection, response, recovery, and mitigation. Any incurred costs will be paid by the Puget Sound Regional Fire Authority Operating budget and reimbursed by the State. L. Thomas moved to recommend Council authorize the Mayor to accept and sign the Emergency Management Performance Grant from the Washington Military Department/Emergency Management Division and the U.S. Department of Homeland Security, in the amount of $70,697, sign all necessary grant documents and authorize expenditure of the funds in accordance with final grant terms and conditions acceptable to the city attorney. B. Boyce seconded the motion, which passed 3-0. 1 Operations Committee Minutes Approval Pending Page 2 of 5 7. Medical, Dental, Vision, Basic Life, Voluntary Life, and Long Term Disability Insurance Vendor Contracts – Recommend. Human Resources (HR) Benefits Manager Laura Horea and Risk Manager Chris Hills asked members to authorize the renewal for: 1) medical, dental, and vision insurance, and 2) Basic Life and Accidental Death & Dismemberment (AD&D), Voluntary Life and Long Term Disability insurance. As part of the renewal process, the HR Benefits Division conducted two separate requests for proposals between April and August 2017, bids were collected by both current and non-current providers. Current providers, Premera, Delta Dental, and VSP are each recommended to renew for an additional three-year contract and Kaiser Permanente (formerly Group Health) for a one-year renewal. This recommendation is based on the strength of their plans, overall costs, customer service, discounts, and overall administration and billing accuracy. The second recommendation is to move from current vendor, Standard Insurance, to Cigna for long-term disability services, basic life insurance, AD&D, and employee and dependent voluntary life insurance. Reasons for the recommendation involve: $100,000 savings per year for the three-year contract; employee basic life insurance coverage increase from 1 x salary up to $50,000 to $100,000 and; employees will have the opportunity to purchase additional voluntary life insurance for themselves and their family members at a significantly lower rate than the current vendor provides. All bids were reviewed by the HR director, the benefits manager, and discussed with members of the City’s Healthcare Board. B. Boyce moved to recommend Council authorize the Mayor to approve renewal of the City’s contracts for medical, vision, and dental benefits with Premera, Vision Service Plan (VSP), and Delta Dental for three years, and Kaiser Permanente (formerly Group Health) for one year, and to approve switching from Standard Insurance to Cigna for a new 3-year contract for Basic Life, Voluntary Life, and Long Term Disability insurance, subject to approval of final terms and conditions by the Human Resources Director and the City Attorney. L. Thomas seconded the motion, which passed 3-0. 8. Consolidating Budget Adjustment Ordinance for Adjustments between July 1, 2017 and September 30, 2017 - Recommend. Deputy Finance Director Barbara Lopez made a request to move forward the second quarter technical gross budget adjustment ordinance reflecting an overall budget increase of $3,117,760. Of that amount, $1,620,760 was previously approved by Council for the following items: $782,200 Highway Safety Improvement Program Grant for the Valley Signal System Project; $750,000 Transportation Improvement Board grant for South 224th Street 2 Operations Committee Minutes Approval Pending Page 3 of 5 Project; $50,000 Commercially Sexually Exploited Children (CSEC) Grant for the CSEC Taskforce Support; $36,560 King County Sheriff Grant for the WASPC Sex Offender Program; $1,000 Police Mini Grant for Heroes & Helpers Program and; $1,000 WASPC grant for safety equipment. Adjustments totaling $1,497,000 have not been previously approved by Council. Of that amount adjustments include: $750,000 transfer from the General Fund to the Health Care/Benefits Fund to cover additional medical claim costs; $300,000 in additional Criminal Justice budget for contracting bed space at other prison facilities; $387,000 for various police equipment, including an evidence tracking system, drying cabinet, firing range baffle support, handgun flashlight/holsters, rifle suppressors, and a utility bucket truck and; $60,000 to increase the marketing budget paid from lodging tax revenues, as approved by the Lodging Tax Advisory Board. L. Thomas moved to recommend Council approve the consolidating budget adjustment ordinance for adjustments made between July 1, 2017 and September 30, 2017, reflecting an overall budget increase of $3,117,760 . B. Boyce seconded the motion, which passed 3-0. 9. Write-offs of Uncollectable Accounts - Recommend. Finance Director Aaron BeMiller made a request to members to write-off uncollectable accounts receivables from 2007 through 2016 in the amount of $150,006.24; of that amount, $28,602.57 is comprised of interest and finance charges. The write-offs represent four percent of $3,751,969.58, the accounts receivable balance as of October 31, 2017. The write-off summary includes: $3,000 represents unpaid violations and fines; $9,054.59 is for miscellaneous permits, tax and license fees; $111,020.83 is for Parks fees and golf operations tenant debt; and $26,930.82 is comprised of miscellaneous Public Works repairs and services. Clarification was made that the debt still exists and the write-offs do not relieve the obligation and are in collections with Alliance One. B. Boyce moved to recommend Council authorize the Mayor to write-off uncollectable accounts owed to the City in the amount of $150,006.24, subject to final approval of the Finance Director and City Attorney. L. Thomas seconded the motion, which passed 3-0. 3 Operations Committee Minutes Approval Pending Page 4 of 5 10. 2017 Refunding of Outstanding 2009 Utility Revenue Bonds - Recommend. Mr. BeMiller was joined by Pacifica Law Group Bond Counsel Deana Gregory to explain the refunding of the City’s 2009 Build America Bonds (Revenue Bonds). The refunding, called a “crossover” refunding, includes the issuance of new Revenue Bonds whereby the cash is deposited in an irrevocable escrow and will be held until December 1, 2019, the date the Build America Bonds (BAB’s) are callable. The “crossover” refunding allows the City to capitalize on both the current low rates in the bond market and BAB’s subsidy paid to the City from the Federal Government. BAB’s are qualified bonds that provide a Federal subsidy through a refundable tax credit on the interest paid by the issuer (the City). The refunding ordinance allows for the designated representative to approve the final refunding as long as the following conditions are met: The aggregate principal amount of the Bonds does not exceed $16 million, final maturity date is no later than December 1, 2029, bonds are sold in the aggregate at a price not less than 97 percent and not greater than 130 percent, savings associated with the refunding is at least 3 percent, and The true interest cost for the Bonds does not exceed 3.00 percent. The refunding ordinance requires that the Finance Director provide a report to the Council describing the final terms of the refunding. The authorization in the ordinance extends to June 1, 2018. If the new Revenue Bonds are not sold by that date, additional Council approval will be necessary. The anticipated closing date on the refunding is December 28, 2017. Current estimates (November 2017) on the refunding are a net present value savings between $940,000 and $915,000 on the life of the bonds. L. Thomas moved to recommend council adopt Ordinance No. ________, providing for the issuance of combined utility system revenue refunding bonds in the aggregate principal amount of not to exceed $16,000,000 for the purpose of refunding, on a crossover basis, a portion of the City’s combined utility system revenue bonds series 2009B taxable (Build America Bonds – Direct Payment); providing the form, terms and covenants of the bonds; delegating certain authority to approve the final terms of the bonds; and authorizing other matters related thereto, subject to the approval of final terms by the city’s finance director and city attorney. B. Boyce seconded the motion, which passed 3-0. 4 Operations Committee Minutes Approval Pending Page 5 of 5 11. Square Footage Tax Increase – Recommend. Mr. BeMiller brought forward the recommended tax increase that committee members were informed on during the October 17th committee meeting. The doubling of the square footage tax increase would be used for capital purposes. It is estimated that 680 Business and Occupation (B&O) tax paying businesses will be affected, generating approximately $3 million in additional revenue for Parks or other purposes; the original $3 million B&O tax will still be applied towards street capital purposes as it is intended. A request was made to have a comparison of what neighboring cities’ B&O tax rates are. Mr. BeMiller made clear that not all cities that have a B&O tax include the square footage tax rate but will look into the request. Prior to voting, Councilmember Thomas stated he is not supportive and would not vote for the square footage tax increase as that was not the intent when the B&O tax was created. In order to allow the rest of Council to weigh-in, this item will be added to other business on the November 21st council meeting agenda. B. Boyce moved to recommend Council adopt an ordinance amending Chapter 3.28 of the Kent City Code to increase the City’s square footage tax to six cents for warehouse floor space and two cents for other business floor space, and to allocate one-half of the revenue received from the square footage tax to the Capital Resources Fund . D. Ralph seconded the motion, which passed 2-1. 12. Adjournment. The meeting was adjourned at 4:43 p.m. by D. Ralph. J. Hays Jennifer Hays Operations Committee Secretary 5 This page intentionally left blank 6 PUBLIC WORKS DEPARTMENT Tim LaPorte Phone: 253-856-5500 Fax: 253-856-6500 Address: 400 W. Gowe Kent, WA 98032-5895 DATE: November 21, 2017 TO: Operations Committee FROM: Tim LaPorte, Director SUBJECT: Temporary Term Limited Positions - Recommend MOTION: Recommend Council authorize the Mayor to fill 10 term limited positions to be charged to capital projects in the Public Works Department for a two year time period expiring in March 2020. SUMMARY: In March of 2016 Council authorized 10 term limited positions for Public Works for a two year period of time. Authorization will expire in March 2018. The business model used by Public Works for several decades has been to “staff up” for peak periods of work with temporary positions. When the Affordable Care Act became law it became necessary to redefine our approach and to include benefits for these part time positions. This is why the previous Council authorization was sought. There has not been (and would not be) an effect on the general fund because the positions are only allowed to be charged to Council authorized and budgeted capital projects, as noted on the attached spreadsheet. The use of the temporary positions “fleshes out” the project team necessary to accomplish the endeavor. This approach also reduces the need to rely on consultant firms. The past two years the city has had a capital program of over $20 million each year for the utilities and streets. It is not possible to accomplish this size of a program with existing permanent staff. In addition to the utilization of temporary employees the city also employs a significant number of consultants to accomplish the work program. Currently the Public Works Department has 59 consultant contracts in place for existing and ongoing work. Consultant rates are approximately three times the rate for city permanent or part time staff. 7 A secondary benefit of this program is the ability of the city to occasionally use this temporary employment as a recruiting opportunity when a permanent vacancy is created through normal attrition. Three of the current incumbents are also Iraqi refugees previously trained in the profession. Due to the robust amount of construction activity in Kent and the Puget Sound area it is difficult to attract and retain qualified staff for this work product. Reauthorization of these positions is desired at this time to help prevent the loss of qualified staff. Exhibits: Temporary Term Limited positions – 11/14/17 spreadsheet Budget Impact: Please see the attached spreadsheet for specific budgets used. 8 Temporary Term-Limited Positions Section #Incumbent Captial Project Incumbent is Assigned Construction 1 Mazin Ghanim 240th Street Project, 228th St UPRR Grade Separation Construction 1 Alan Chau 224th Ave Phase I Construction 1 Currently Vacant Upper Mill Creek Dam Design 1 Abdulnaseer Almaroof 228th Street Grade Separation Design 1 Delores Martindale ROW Acquisition for multiple capital projects (228th/224th etc) Environmental 1 Paul Edourd Field work for Rock Creek, Meridian Valley Creek, etc. Environmental 1 Currently Vacant Signature Pointe & Milwaukee II Levees Survey 1 Katherine Midkiff Capital funded water projects Transportation 1 Currently Vacant ADA improvements for B&O projects Operations 1 Meqdam Almaroof B&O pavement replacement, neighborhood pavement replacement. Total 10 9 This page intentionally left blank 10 OFFICE OF THE MAYOR Derek Matheson, Chief Administrative Officer Phone: 253-856-5700 Fax: 253-856-6700 Address: 220 Fourth Avenue S. Kent, WA. 98032-5895 DATE: November 21, 2017 TO: Operations Committee FROM: Michelle Wilmot, Economic and Community Development Manager SUBJECT: 2018 State Legislative Agenda – Recommend MOTION: Recommend Council to approve a motion establishing Kent’s legislative priorities for the State Legislature in 2018. SUMMARY: Each year the City of Kent develops a State Legislative Agenda. Department Directors work together with the government affairs manager and lobbyist to determine the positions that are most important to bring to the attention of the Washington State Legislature. These are then compiled in the form of a Legislative Agenda which is reviewed by the Mayor and Chief Administrative Officer and then transmitted to the Council for final review and adoption. Kent partners with the State in the delivery of critical services such as criminal justice, community and human services, flood protection and other services. However, the City has a limited number of revenue sources available to mitigate impacts of budget reductions at the state level. Our priorities in the upcoming session include the protection of Streamlined Sales Tax payments and other state-shared revenues, with a combined annual impact of approximately $10 million. Providing needed infrastructure improvements necessary to help secure a YMCA in Kent, as well as retaining the jobs and economic benefits derived by the presence of the corporate headquarters of Blue Origin, are also among Kent’s top priorities. It is clear we will once again need an aggressive and effective lobbying effort during the 2018 legislative session by all elected leadership of Kent. Only by working together will we be successful. The attached legislative priorities reflect these objectives. Exhibits: 2018 Legislative Agenda Budget Impact: None 11 This page intentionally left blank 12 City of Kent – 2018 Legislative Agenda Top Priorities and Issues at a Glance Streamlined Sales Tax (SST) Mitigation – 2018 Supplemental Operating Budget Appropriation and Work on Replacement Options: Kent will play a lead role in securing Fiscal Year 2018 supplemental funding to ensure adequate SST Mitigation revenue through fall 2019. The final 2017-19 Operating Budget (SSB 5883) allocated $20.012 million for SST Mitigation, but corresponding legislation on phasing out mitigation funds – EHB 2163 – stated $22.338 million is necessary for mitigation. Kent wants to assure SST Mitigation funding in the Operating Budget is aligned with SST Funding expectations in EHB 2163. Along with AWC, Kent is leading a legislatively-directed study on SST Mitigation for jurisdictions whose sourcing losses will never be offset by taxes on online sales. Capital Budget – Ensure 2017-19 Funding for East Hill YMCA, Mill Creek Flood Stabilization Project and Lower Russell Road Levee Enhancements: Kent urges legislators to enact a 2017-2019 Capital Budget. The City wants to ensure the budget retains at least $1 million for infrastructure improvements to serve a new East Hill YMCA, and strongly supports $4.17 million in programmatic grants for the YMCA building. Additionally, the City seeks retention of at least $2 million for the Mill Creek Flood Stabilization project that will enable culvert replacements and assist dozens of businesses in the area, including Blue Origin. Finally, Kent urges passage of a Puget Sound Acquisition Restoration funding level that assures dollars for Lower Russell Road levee-enhancement work. Transportation Needs – State Route 509/State Route 167 Gateway Project Local Match: While Kent appreciates the Legislature’s commitment to the Gateway Project, the City has significant concerns that require local communities to provide $130 million in matching local dollars for what is a state responsibility. While removal of local match funding may not be possible, Kent urges lawmakers to minimize City General Fund impacts of a local match program through: 1) either transferring responsibility for 228th/Veterans Drive overlay work (I-5 to SR 167) to the state, or assigning the state to take on the next overlay cost-share; 2) strongly encouraging that any relocation of Poulsbo RV needed to connect 228th to I-5 ensures that the business remains in Kent city limits; and 3) ensuring that SR 509/SR 516 Interchange Design 4B be the preferred design. Transportation Needs – 2018 Supplemental Funding for 4th and SR516 (Willis) Roundabout to Serve Redevelopment of the Naden Site Adjacent to the NE Corner of SR 167/SR 516: Kent has worked diligently with the Washington State Department of Transportation (WSDOT) on designs near the SR 167/SR 516 interchange to allow convenient access into the Naden site adjacent to the northeast corner of the interchange. The City-owned Naden site is ripe for 13 redevelopment and would tremendously enhance a gateway entrance into Kent. Several developers are interested in the site, and Kent will issue a formal Request for Interest (RFI) in 2018. New access to the site, which the City and WSDOT have agreed to, involves the construction of a roundabout at 4th Avenue and SR 516 (Willis Street) to allow vehicles to exit 167 at SR 516 and make a right turn into the Naden site via the roundabout. Kent urges the Legislature to assist with this crucial redevelopment effort by including $3 million in the 2018 Supplemental Transportation Budget for construction of the roundabout. Technical Fix to Law Requiring Review of “Restrictive Covenants” Before Property Sales: Kent seeks a technical fix of HB 1959 which requires governmental entities selling land to first learn whether any “restrictive covenants” exist related to the property for sale. There is currently no limitation or definition on what constitutes a “restrictive covenant.” On a pending land sale to prepare for the East Hill YMCA, a City attorney had to do 60 hours of research of the history of the parcel in question. The City believes the over-broad issue can be resolved by amending the law to include only “recorded restrictive covenants.” Technical Fix to State Law to Ensure Deceased Employee’s Final Paycheck Goes Directly to Surviving Spouse – RCW 49.48.120: Kent seeks a technical fix to state law under RCW 49.48.120, governing the steps public employers must take when issuing a final paycheck upon the death of an employee. State law currently allows state agencies, but not local governments, to steer that final payment directly to a spouse. The City seeks to amend the law so this authority is vested in both state and local jurisdictions. 2018 Key Priorities Providing Affordable Housing and Addressing Homelessness: Kent seeks ways to enhance existing funding sources and add new tools to help communities add affordable housing units and address the homelessness crisis. Specifically, the City supports legislative initiatives to: Increase the Document Recording Fee on housing transactions that fund homelessness and housing programs at the local level; Allocate $106.7 million for the Housing Trust Fund in the 2017-19 Capital Budget; Provide cities with new tools to address affordable housing and homelessness capital facilities. Ensuring Safe Streets, Enhancing Public Safety and Addressing Mental Health: Kent joins the Association of Washington Cities, law enforcement groups and others in supporting a request to add funds for two additional Basic Law Enforcement Academy (BLEA) training classes in 2019. The City supports initiatives to better fund and manage mental health challenges at the state and 14 local levels, including beds and facilities for those who need treatment and related services. Address Fiscal and Local Resource Needs and Preserve State-Shared Revenues: Kent urges lawmakers to collaborate with local governments on maintaining and restoring state-shared revenues and by giving them tools to better manage resources. Specifically, the City supports: A structural modification in property tax statutes to tie annual growth to an inflationary index rather than to a 1 percent limit that prevents from keeping up with year-to-year increases service delivery costs; Protection of state-shared revenues and existing distributions that are vital to helping cities meet their obligations including liquor, marijuana, municipal criminal justice assistance and SST Mitigation payments. Protection of local right-of-way and local authority in deployment of small cell (5G) technology: The City supports efforts to standardize and streamline the permitting process for 5G. However, Kent opposes legislation that would undermine local right-of-way authority, local control and the ability of cities to recover fair market value for the use of that valuable right-of-way. Opposition to legislation that undermines the ability of law enforcement to conduct drug and property forfeiture operations: Kent joins the Washington Association of Sheriffs and Police Chiefs (WASPC) in opposing legislation that hinders law enforcement in drug investigations by putting onerous new limits on the ability of police to carry out drug and property forfeitures/seizures. In 2017, HB 1016 would have required a conviction before a forfeiture operation could go forward, and SB 5044 would have raised the standard of evidence required to proceed with one. The City and WASPC believe both bills were – and are – necessary. 2018 Legislative Agenda Support/Oppose and Track/Monitor Budget and Fiscal Matters Kent urges the Legislature to refrain from imposing new unfunded or under-funded mandates on local governments and to protect local revenue authority critical to enabling cities to provide core services their residents depend upon; Kent will work to assure that any legislation on B&O tax apportionment is revenue-neutral and achievable for cities. 15 Criminal Justice/Public Safety/Fire/Courts Kent is prepared to oppose 2018 legislation that would make drug and property forfeitures more difficult and burdensome. These forfeitures are an important tool in addressing illegal drug activity in the community and throughout South King County; Kent has strong concerns with Justice Reinvestment Initiative (JRI) legislation that would put new resource and law enforcement burdens on local communities; Kent will closely track legislation coming from a study of how the state could potentially implement a statewide relicensing program for those who have committed Driving While License Suspended (DWLS) offenses. The City wants to ensure such a program does not cancel out successful relicensing and payment plans or absolve drivers of insurance requirements; Kent wants to ensure that any bill on use of police body cameras include Public Records Act provisions to put reasonable limits on who may request body cam video data and information; Kent will join District and Municipal Court Judges to protect funding for Court Management System (JIS) computer upgrades in courts of limited jurisdiction; Economic Development and Infrastructure Kent supports funding that enables re-capitalizing of the Public Works Assistance Account so the state retains a low-interest loan program for basic infrastructure needs; Kent will closely track any effort coming from a legislatively-directed study, to examine the merits of establishing a State Infrastructure Bank; Kent supports funding and grants for stormwater, including initiatives to make the Model Toxics Control Act (MTCA) account more sustainable and less prone to revenue spikes and reductions due to fuel prices; Kent supports key Capital and Transportation budget grant programs for cities such as the Washington Wildlife and Recreation Program (WWRP), Youth Athletic Facilities (YAF), Safe Routes to Schools, Bicycle-Pedestrian grants, etc.; Kent supports efforts to re-establish state funding and partnerships for economic development incentive programs such as the Local Revitalization Financing program (LRF) and the Local Infrastructure Assistance Tools (LIFT) program; Kent supports expanded use of Small Works Rosters and/or expanded bid limits to do small infrastructure and public works jobs in-house. 16 Environment and Natural Resources Kent supports legislation to provide local communities with more regulatory authority and ability to require advance notification to enhance oil-train safety; Kent supports expansion of the Product Stewardship program, specifically for prescription drugs and certain types of paints. Housing Kent supports legislation that gives cities more tools to ensure foreclosed or abandoned homes are not left neglected or unattended. Land-Use and the Growth Management Act (GMA) Kent supports efforts to better enable the development community to construct market-rate condominiums to provide additional housing options. Local Government in General/Miscellaneous Kent supports re-establishment of funding for a Litter Control Hotline at the state level. Personnel, Pension and Other Human Resource Issues Kent opposes legislation that would add new costs and requirements to employee benefit programs without accompanying funds; Kent opposes legislation that would expand presumptive disease laws and definitions in the area of Workers’ Compensation claims; Kent urges the Legislature to oppose efforts that would result in increased employer/employee pension rates. Transportation/Transit Kent supports increased funding for Commute Trip Reduction (CTR) programs. Water Supply Kent supports efforts to clarify that, with respect to reclaimed water, any provision of service must come only after agreements are struck with water utilities that provide day-to-day supply to residents and businesses; Kent supports a “Foster fix” bill that re-establishes the ability of water- supply utilities to forge agreements with the Department of Ecology on mitigation, and particularly out-of-kind mitigation, as a way to assure long- term supply while protecting instream flows and the natural environment. 17 This page intentionally left blank 18 INFORMATION TECHNOLOGY DEPARTMENT Mike Carrington, Director Phone: 253-856-4607 Fax: 253-856-4700 Address: 220 Fourth Avenue S. Kent, WA. 98032-5895 DATE: November 21, 2017 TO: Operations Committee FROM: James Endicott, Technical Services Manager SUBJECT: Technology contract for software and hardware upgrade - Recommend MOTION: Recommend Council authorize the Mayor to sign a contract allowing the City to purchase products and services with Carahsoft Technology Corporation through federal supply contract #GS-35F-0119Y, and authorize the Mayor to sign individual Statements of Work authorizing purchases under that contract and within established City budgets, subject to final terms and conditions acceptable to the IT Director and City Attorney. SUMMARY: General Services Adminstration (GSA), an independent procurement agency of the federal government, maintains Information Technology Supply Contracts, known as “Schedule 70”. Vendors are awarded a federal Schedule 70 contract after a competitive solicitation process, and Kent City Code 3.70.110(F) allows City bidding requirements to be met by piggybacking on this prior competitive process. However, to purchase off of Schedule 70, a contract must first be put into place between the City and a particular vendor. IT staff has a current need to purchase an IT Service Desk Solution and seeks authorization for the Mayor to sign a master contract with Carahsoft Technology Coporation, a Schedule 70 vendor, authorizing purchases for the term of the federal contract (currently through at least December 19, 2021), so long as those purchases are within established and approved City budgets. The proposed contract adopts by reference Carahsoft’s Schedule 70 contract, with local amendments deemed approporiate by the City Attorney’s Office. Once the master contract is in place, individual purchases would be authorized by the Mayor through negotiated Statements of Work, so long as all funds required for those purchases have been budgeted. If the master contract is approved, the first purchase made through Carahsoft would be for the Ivanti Service Desk solution, to replace the City’s current Service Desk tool, which has served its useful lifecycle. The new Ivanti Service Desk 19 solution will promote greater IT operational efficiencies allowing the delivery of faster, higher quality responses to all City employees. In evaluating suitable replacements, IT staff prepared a product matrix that compared the products and services offered by qualified vendors who were awarded a Scheudle 70 contract. Ivanti’s Service Desk tool was selected as the preferred solution because of its demonstrated reliability, its reputation, and the quality of its customer support. Carahsoft markets and sells the Ivanti solution, and IT had a positive experience working with Carahsoft on another project earlier this year. EXHIBITS: Participating Addendum To Federal Supply Service Information Technology Schedule 70 Contract A. Carahsoft Contract GS-35F-0119Y B. Insurance Requirements for Consultant Services Agreements & Insurance Certifcate C. Carahsoft-Ivanti Quote D. Carahsoft-Ivanti SOW BUDGET IMPACT: Expenditures Item Price 2017-2018 Ivanti Service Manager $ 28,922.40 2018-2019 Ivanti Service Manager $ 29,790.00 3 Day Administrative Training $ 4,022.16 3 Day Configuration Training $ 4,022.16 Professional Services – Implementation $ 42,500.00 Professional Services – Project Management $ 2,804.12 Subtotal $ 112,060.84 Tax $ 11,206.08 Total $ 123,266.92 20 PARTICIPATING ADDENDUM - 1 OF 6 (City of Kent and Carahsoft Technology Corporation - December 19, 2021) PARTICIPATING ADDENDUM TO FEDERAL SUPPLY SERVICE INFORMATION TECHNOLOGY SCHEDULE 70 CONTRACT This Participating Addendum (“Addendum”) is entered into pursuant to the Federal Supply Service Information Technology Schedule 70 Contract for General Purpose Commercial Information Technology Equipment, Software, and Services (“Federal Supply Contract”), between Carahsoft Technology Corporation (“the Contractor”) and the United States General Services Administration (“GSA”) (Contract #GS-35F-0119Y). The parties to this Addendum hereby create a separate contract between the Contractor and the City of Kent, a Washington municipal corporation (“City”), acting through its Information Technology Department. I. RECITALS 1.1 The Contractor, through its participating dealers and manufacturers, sells and markets hardware, software, and support solutions to federal, state, and local government agencies. One of those products is a Service Desk Solution, which the City has a current interest in acquiring through Contractor and its authorized manufacturer, Ivanti, Inc., a Delaware corporation. 1.2 GSA, pursuant to the law governing federal acquisitions, entered into a Federal Supply Contract with the Contractor, pursuant to which the Contractor provides Information Technology Professional Products and Services as described in the Federal Supply Contract to federal agencies and to state and local governments (“Schedule 70”). Section 3.70.110 of the Kent City Code authorizes the City of Kent to purchase from a contractor who was awarded a contract using another public agency’s established procurement process for substantially the same purchase, subject to any contract that may be required between that successful contractor and the City of Kent. 1.3 For state and local governments, the terms and conditions of GSA’s Schedule 70 provide model terms that are incorporated by reference into cooperative purchasing orders issued by a state and local government to any GSA Schedule 70 vendor, including the Contractor. Although the City is currently interested in purchasing a Service Desk Solution, the parties intend that the terms and conditions of Contractor’s GSA Schedule 70 contract, Contract #GS-35F-0119Y, apply to all purchases made by the City through a purchase order that references Contract #GS-35F-0119Y, subject to the additional provisions provided for in this Addendum, throughout the term of the Federal Supply Contract, currently set to expire December 19, 2021. II. ADDENDUM In consideration of the mutual intent, desire, and promises of the parties and other good and valuable consideration, the City and the Contractor agree as follows: 2.1 The recitals set forth above are incorporated by reference as a material part of this Addendum. 21 PARTICIPATING ADDENDUM - 2 OF 6 (City of Kent and Carahsoft Technology Corporation - December 19, 2021) 2.2 The City may procure those items and/or services from Federal Supply Contract #GS-35F-0119Y as set forth in the attached and incorporated Exhibit A. Any item and/or service provided by Contractor through Federal Supply Contract #GS-35F-0119Y, but not listed on Exhibit A, may be added or substituted to this Addendum at the sole discretion of the City. 2.3 Unless prohibited by the Federal Supply Contract, Contractor may provide software and/or hardware maintenance (“Maintenance”) to the City through this Addendum. Contractor may provide Maintenance to the City beyond the expiration date of the Federal Supply Contract if a purchase order for such services is executed prior to the expiration date of this Addendum and the Federal Supply Contract. 2.4 The terms and conditions of Contractor’s GSA Schedule 70 contract, Contract #GS-35F-0119Y, which is attached for reference as Exhibit A, shall apply to all purchases made by the City from Contractor, either directly or in care of and through one of its authorized dealers or manufacturers, subject to the following additional terms, which shall apply to the parties’ contractual relationship formed through this Addendum: A. Term and Price. This Addendum shall terminate or expire upon the earlier of: (a) expiration or termination of the Federal Supply Contract; or (b) termination of this Addendum in accordance with its terms or the terms of the Federal Supply Contract. The term of Contract #GS- 35F-0119Y is currently effective through December 19, 2021. If the Federal Supply Contract is renewed or extended, this Addendum shall automatically renew or extend for a term consistent with the term of Federal Supply Contract #GS-35F-0119Y. B. Purchase Orders. The City may purchase under this Addendum and through the Federal Supply Contract by placing such orders through the GSA website or issuing a purchase order to Contractor that references GSA Contract #GS-35F-0119Y. All purchase orders issued under this Addendum and received by Contractor up to and including the expiration date of the Addendum are acceptable and must be performed in accordance with the Addendum, the purchase order, the applicable Statement of Work (if any), and the terms of Federal Supply Contract #GS-35F-0119Y. Each purchase order will be deemed to incorporate the terms and conditions set forth in this Addendum. C. Order of Precedence. Any inconsistency between this Addendum or Contract #GS-35F-0119Y shall be resolved by giving precedence first to this Addendum. D. Payment. Payment terms shall be as provided for in Contract #GS- 35F-0119Y, unless the parties mutually agree through a negotiated Statement of Work for the City to pay for software maintenance as a service in advance and in exchange for a negotiated price reduction. 22 PARTICIPATING ADDENDUM - 3 OF 6 (City of Kent and Carahsoft Technology Corporation - December 19, 2021) Should the City terminate this Addendum prior to the expiration of any prepaid maintenance period, Contractor shall be entitled only to the contracted value of the maintenance services provided prior to termination, on a pro-rata basis. The value of the unexpired maintenance term remaining shall be refunded by Contractor to the City, on a pro-rata basis and within thirty (30) days of the Addendum’s termination. E. Warranty. The following warranty provision shall be in addition to any other warranty otherwise provided for in Contract #GS-35F-0119Y: Contractor warrants that it will faithfully and satisfactorily perform all work provided under this Addendum in accordance with its terms and conditions. This Addendum is also subject to all warranty provisions established under the Uniform Commercial Code, Title 62A, Revised Code of Washington. Contractor warrants goods are merchantable, are fit for the particular purpose for which they were obtained, and will perform in accordance with their specifications and Contractor’s representations to City. The Contractor shall correct all defects in workmanship and materials within one (1) year from the date of the City's acceptance of the contract work. In the event any part of the goods are repaired, only original replacement parts shall be used—rebuilt or used parts will not be acceptable. When defects are corrected, the warranty for that portion of the work shall extend for one (1) year from the date such correction is completed and accepted by the City. The Contractor shall begin to correct any defects within seven (7) calendar days of its receipt of notice from the City of the defect. If the Contractor does not accomplish the corrections within a reasonable time as determined by the City, the City may complete the corrections and the Contractor shall pay all costs incurred by the City in order to accomplish the correction. F. Indemnification. The following indemnity provision shall replace any indemnity that may otherwise be provided for in Contract #GS-35F- 0119Y: Contractor shall defend, indemnify, and hold the City, its officers, officials, employees, agents, and volunteers harmless from any and all claims, injuries, damages, losses, or suits, including all legal costs and attorney fees, arising out of or in connection with the 23 PARTICIPATING ADDENDUM - 4 OF 6 (City of Kent and Carahsoft Technology Corporation - December 19, 2021) Contractor's performance of this Addendum, except for that portion of the injuries and damages caused by the City's negligence. The City's inspection or acceptance of any of Contractor's work when completed shall not be grounds to avoid any of these covenants of indemnification. IT IS FURTHER SPECIFICALLY AND EXPRESSLY UNDERSTOOD THAT THE INDEMNIFICATION PROVIDED HEREIN CONSTITUTES THE CONTRACTOR'S WAIVER OF IMMUNITY UNDER INDUSTRIAL INSURANCE, TITLE 51 RCW, SOLELY FOR THE PURPOSES OF THIS INDEMNIFICATION. THE PARTIES FURTHER ACKNOWLEDGE THAT THEY HAVE MUTUALLY NEGOTIATED THIS WAIVER. The provisions of this section shall survive the expiration or termination of this Addendum. G. Insurance. The following insurance provision shall replace any insurance provision that may otherwise be provided for in Contract # GS-35F-0119Y: The Contractor shall procure and maintain for the duration of the Addendum, insurance of the types and in the amounts described in Exhibit B attached and incorporated by this reference. H. Resolution of Disputes and Governing Law. The following dispute provision shall replace any dispute provision that may otherwise be provided for in Contract #GS-35F-0119Y: This Addendum shall be governed by and construed in accordance with the laws of the State of Washington. If the parties are unable to settle any dispute, difference, or claim arising from the parties’ performance of this Addendum, the exclusive means of resolving that dispute, difference or claim, shall only be by filing suit exclusively under the venue, rules and jurisdiction of the King County Superior Court, King County, Washington, unless the parties agree in writing to an alternative dispute resolution process. In any claim or lawsuit for damages arising from the parties' performance of this Addendum, each party shall pay all its legal costs and attorney's fees incurred in defending or bringing such claim or lawsuit, 24 PARTICIPATING ADDENDUM - 5 OF 6 (City of Kent and Carahsoft Technology Corporation - December 19, 2021) including all appeals, in addition to any other recovery or award provided by law; provided, however, nothing in this paragraph shall be construed to limit the City's right to indemnification under Section 2.4(E) of this Addendum. I. Contact and Notice. The City’s primary contact for this Addendum is as follows: James Endicott, Technical Services Manager City of Kent Department of Information Technology 220 Fourth Avenue South Kent, WA 98032 Phone: 253-856-4620 Email: JEndicott@KentWA.gov Contractor’s primary contact is: Jonathan Garner Carahsoft Technology Corporation 1860 Michael Faraday Dr., Suite 1 Reston, VA 20190-5328 Phone: 703-871-9749 Email: jonathan.garner@carahsoft.com All communications regarding this Addendum shall be sent to the parties at the addresses listed below, unless notified to the contrary. Any written notice hereunder shall become effective three (3) business days after the date of mailing by registered or certified mail, and shall be deemed sufficiently given if sent to the addressee stated below or such other address as may be hereafter specified in writing: City: Contractor: Attn: James Endicott, Manager Attn: Jonathan Garner City of Kent Carahsoft Technology Corp Dept. of Information Technology 1860 Michael Faraday Dr., Suite 1 220 Fourth Avenue South Reston, VA 20190 Kent, WA 98032 J. Counterparts; Electronic Signatures. This Addendum may be executed in two or more counterparts, each of which shall be deemed an original, but all of which shall constitute one and the same instrument. This Addendum may be signed through application of an authorized officer’s signature, including an electronic signature, which signature shall be deemed binding for all purposes without delivery of an original signature being thereafter required. 25 PARTICIPATING ADDENDUM - 6 OF 6 (City of Kent and Carahsoft Technology Corporation - December 19, 2021) 2.5 This Addendum does not guarantee the City’s utilization of Contract #GS- 35F-0119Y, or the purchase of any hardware, software, or service through the Contractor until such time as a purchase order is issued to Contractor. This Addendum does not create an exclusive bargaining relationship between the parties and the City may award contracts to other vendors for similar products or services. Actual utilization will be based on availability, proximity of Contractor’s facilities, frequency of deliveries, or any other factor deemed important to the City. 2.6 The Contractor accepts all requirements of this Addendum by signing below. All acts consistent with the authority of this Addendum and prior to its effective date are hereby ratified and affirmed, and the terms of this Addendum shall be deemed to have applied. 2.7 The parties whose names appear below swear under penalty of perjury that they are authorized to enter into this Addendum, which is binding on the parties of this Addendum. IN WITNESS, the parties below have executed this Addendum, which will become effective on the last date written below. CONTRACTOR: CARAHSOFT TECNOLOGY CORPORATION By: (signature) Print Name: Jonathan Garner Its Sr. Acct. Mgr, Carahsoft Technology (title) DATE: CITY: CITY OF KENT By: (signature) Print Name: Suzette Cooke Its Mayor (title) DATE: APPROVED AS TO FORM: (applicable if Mayor’s signature required) Kent Law Department P:\Civil\Files\Open Files\2271-Carahsoft Agreement\CarahsoftTech-GSA_ParticipatingAddendum-2017Thru2021.doc 26 EXHIBIT A 27 Page | 1 GENERAL SERVICES ADMINISTRATION FEDERAL ACQUISITION SERVICE AUTHORIZED FEDERAL SUPPLY SCHEDULE PRICE LIST On-line access to contract ordering information, terms and conditions, up-to-date pricing, and the option to create an electronic delivery order are available through GSA Advantage!, a menu-driven database system. The INTERNET address for GSA Advantage! is GSAAdvantage.gov. FEDERAL SUPPLY SCHEDULE 70 GENERAL PURPOSE COMMERCIAL INFORMATION TECHNOLOGY EQUIPMENT, SOFTWARE AND SERVICES Special Item No. 132-3 Leasing of Products Special Item No. 132-8 Purchase of New Equipment Special Item No. 132-12 Equipment Maintenance Special Item No. 132-32 Term Software Licenses Special Item No. 132-33 Perpetual Software Licenses Special Item No. 132-34 Maintenance of Software as a Service Special Item No. 132-40 Cloud Computing Services Special Item No. 132-44 Continuous Diagnostics and Mitigation Tools Special Item No. 132-50 Training Courses Special Item No. 132-51 Information Technology Professional Services Special Item No. 132-52 Electronic Commerce and Subscription Services Special Item No. 132-100 Ancillary Supplies and/or Services SPECIAL ITEM NUMBER 132-3 LEASING OF PRODUCTS FSC/PSC Class W070 LEASE OR RENTAL OF EQUIPMENT- ADP EQUIPMENT/SOFTWARE/SUPPLIERS/SUPPORT EQUIPMENT Lease of Products SPECIAL ITEM NUMBER 132-8 PURCHASE OF NEW EQUIPMENT FSC CLASS 7010 - SYSTEM CONFIGURATION End User Computers/Desktop Computers Professional Workstations Servers Laptop/Portable/Notebook Computers Large Scale Computers Optical and Imaging Systems Other Systems Configuration Equipment, Not Elsewhere Classified FSC CLASS 7025 - INPUT/OUTPUT AND STORAGE DEVICES Printers Display Graphics, including Video Graphics, Light Pens, Digitizers, Scanners, and Touch Screens Network Equipment Other Communications Equipment Optical Recognition Input/Output Devices Storage Devices including Magnetic Storage, Magnetic Tape Storage and Optical Disk Storage Other Input/Output and Storage Devices, Not Elsewhere Classified FSC CLASS 7035 - ADP SUPPORT EQUIPMENT ADP Support Equipment 29 Page | 2 FSC Class 7042 - MINI AND MICRO COMPUTER CONTROL DEVICES Microcomputer Control Devices Telephone Answering and Voice Messaging Systems FSC CLASS 7050 - ADP COMPONENTS ADP Boards FSC CLASS 5995 - CABLE, CORD, AND WIRE ASSEMBLIES: COMMUNICATIONS EQUIPMENT Communications Equipment Cables FSC CLASS 6015 - FIBER OPTIC CABLES Fiber Optic Cables FSC CLASS 6020 - FIBER OPTIC CABLE ASSEMBLES AND HARNESSES Fiber Optic Cable Assemblies and Harnesses FSC CLASS 6145 - WIRE AND CABLE, ELECTRICAL Coaxial Cables FSC Class 5805 - TELEPHONE AND TELEGRAPH EQUIPMENT Telephone Equipment Audio and Video Teleconferencing Equipment FSC CLASS 5810 - COMMUNICATIONS SECURITY EQUIPMENT AND COMPONENTS Communications Security Equipment FSC CLASS 5815 - TELETYPE AND FACSIMILE EQUIPMENT Facsimile Equipment (FAX) FSC CLASS 5820 - RADIO AND TELEVISION COMMUNICATION EQUIPMENT, EXCEPT AIRBORNE Two-Way Radio Transmitters/Receivers/Antennas Broadcast Band Radio Transmitters/Receivers/Antennas Microwave Radio Equipment/Antennas and Waveguides Satellite Communications Equipment FSC CLASS 5821 - RADIO AND TELEVISION COMMUNICATION EQUIPMENT, AIRBORNE Airborne Radio Transmitters/Receivers FSC CLASS 5825 - RADIO NAVIGATION EQUIPMENT, EXCEPT AIRBORNE Radio Navigation Equipment/Antennas FSC CLASS 5826 - RADIO NAVIGATION EQUIPMENT, AIRBORNE Airborne Radio Navigation Equipment FSC CLASS 5830 - INTERCOMMUNICATION AND PUBLIC ADDRESS SYSTEMS, EXCEPT AIRBORNE Pagers and Public Address Systems (wired and wireless transmissions, including background music systems) FSC CLASS 5841 - RADAR EQUIPMENT, AIRBORNE Airborne Radar Equipment 30 Page | 3 FSC CLASS 5895 - MISCELLANEOUS COMMUNICATION EQUIPMENT Miscellaneous Communications Equipment - Installation (FPDS Code N070) for Equipment Offered - Deinstallation (FPDS N070) - Reinstallation (FPDS N070) NOTE: Installation must be incidental to, in conjunction with and in direct support of the products sold under SIN 132-8 of this contract and cannot be purchased separately. If the construction, alteration or repair is segregable and exceeds $2,000, then the requirements of the Davis-Bacon Act apply. In applying the Davis-Bacon Act, ordering activities are required to incorporate wage rate determinations into orders, as applicable. SPECIAL ITEM NUMBER 132-12 - EQUIPMENT MAINTENANCE FSC/PSC Class J070 - Maintenance and Repair Service)(Repair Parts/Spare Parts - See FSC Class for basic equipment) FSC/PSC Class J058 – Maintenance and Repair of Communication Equipment SPECIAL ITEM NUMBER 132-32 - TERM SOFTWARE LICENSES Software maintenance as a product includes the publishing of bug/defect fixes via patches and updates/upgrades in function and technology to maintain the operability and usability of the software product. It may also include other no charge support that are included in the purchase price of the product in the commercial marketplace. No charge support includes items such as user blogs, discussion forums, on-line help libraries and FAQs (Frequently Asked Questions), hosted chat rooms, and limited telephone, email and/or web-based general technical support for user’s self-diagnostics. Software maintenance as a product does NOT include the creation, design, implementation, integration, etc. of a software package. These examples are considered software maintenance as a service – which is categorized under a difference SIN (132-34). FSC CLASS 7030 - INFORMATION TECHNOLOGY SOFTWARE Large Scale Computers Operating System Software Application Software Electronic Commerce (EC) Software Utility Software Communications Software Core Financial Management Software Ancillary Financial Systems Software Special Physical, Visual, Speech, and Hearing Aid Software Microcomputers Operating System Software Application Software Electronic Commerce (EC) Software Utility Software Communications Software Core Financial Management Software Ancillary Financial Systems Software Special Physical, Visual, Speech, and Hearing Aid Software 31 Page | 4 NOTE: Offerors are encouraged to identify within their software items any component interfaces that support open standard interoperability. An item’s interfaces may be identified as interoperable on the basis of participation in a Government agency-sponsored program or in an independent organization program. Interfaces may be identified by reference to an interface registered in the component registry located at http://www.core.gov. SPECIAL ITEM NUMBER 132-33 - PERPETUAL SOFTWARE LICENSES Software maintenance as a product includes the publishing of bug/defect fixes via patches and updates/upgrades in function and technology to maintain the operability and usability of the software product. It may also include other no charge support that are included in the purchase price of the product in the commercial marketplace. No charge support includes items such as user blogs, discussion forums, on-line help libraries and FAQs (Frequently Asked Questions), hosted chat rooms, and limited telephone, email and/or web-based general technical support for user’s self-diagnostics. Software maintenance as a product does NOT include the creation, design, implementation, integration, etc. of a software package. These examples are considered software maintenance as a service. FSC CLASS 7030 - INFORMATION TECHNOLOGY SOFTWARE Large Scale Computers Operating System Software Application Software Electronic Commerce (EC) Software Utility Software Communications Software Core Financial Management Software Ancillary Financial Systems Software Special Physical, Visual, Speech, and Hearing Aid Software Microcomputers Operating System Software Application Software Electronic Commerce (EC) Software Utility Software Communications Software Core Financial Management Software Ancillary Financial Systems Software Special Physical, Visual, Speech, and Hearing Aid Software NOTE: Offerors are encouraged to identify within their software items any component interfaces that support open standard interoperability. An item’s interface may be identified as interoperable on the basis of participation in a Government agency-sponsored program or in an independent organization program. Interfaces may be identified by reference to an interface registered in the component registry located at http://www.core.gov. SPECIAL ITEM NUMBER 132-34 - MAINTENANCE OF SOFTWARE AS A SERVICE Software maintenance as a service creates, designs, implements, and/or integrates customized changes to software that solve one or more problems and is not included with the price of the software. Software maintenance as a service includes person-to-person communications regardless of the medium used to communicate: telephone support, on- line technical support, customized support, and/or technical expertise which are charged commercially. Software maintenance as a service is billed arrears in accordance with 31 U.S.C. 3324. 32 Page | 5 SPECIAL ITEM NUMBER 132-40 – CLOUD COMPUTING SERVICES Includes commercially available cloud computing services such as Infrastructure as a Service (IaaS), Platform as a Service (PaaS), and Software as a Service (SaaS) and emerging cloud services. The new Cloud SIN is open to all deployment models (private, public, community or hybrid). FSC/PSC Class D305 IT AND TELECOM- TELEPROCESSING, TIMESHARE, AND CLOUD COMPUTING Cloud Computing Services _____________________________________________________________________________________ SPECIAL ITEM NUMBER 132-44 - CONTINUOUS DIAGNOSTICS AND MITIGATION (CDM) TOOLS Includes Continuous Diagnostics and Mitigation (CDM) Approved Products List (APL) hardware and software products/tools and associated services. The full complement of CDM subcategories includes tools, associated maintenance, and other related activities such as training. FSC/PSC Class 7030 ADP SOFTWARE • ADP SOFTWARE FSC/PSC Class 7035 ADP SUPPORT EQUIPMENT • ADP SUPPORT EQUIPMENT FSC/PSC Class D319 IT AND TELECOM- ANNUAL SOFTWARE MAINTENANCE SERVICE PLANS • IT AND TELECOM- ANNUAL SOFTWARE MAINTENANCE SERVICE PLANS FSC/PSC Class D399 IT AND TELECOM- OTHER IT AND TELECOMMUNICATIONS • OTHER IT AND TELECOM- OTHER IT AND TELECOMMUNICATIONS _____________________________________________________________________________________ SPECIAL ITEM NUMBER 132-50 - TRAINING COURSES Includes training. NOTE: This SIN can only be used to offer Information Technology Training Courses. FSC/PSC Class U012 EDUCATION/TRAINING- INFORMATION TECHNOLOGY/TELECOMMUNICATIONS TRAINING Training Courses for Information Technology Equipment and Software SPECIAL ITEM NUMBER 132-51 - INFORMATION TECHNOLOGY (IT) PROFESSIONAL SERVICES FPDS Code D301 IT Facility Operation and Maintenance FPDS Code D302 IT Systems Development Services FPDS Code D306 IT Systems Analysis Services FPDS Code D307 Automated Information Systems Design and Integration Services FPDS Code D308 Programming Services 33 Page | 6 FPDS Code D310 IT Backup and Security Services FPDS Code D311 IT Data Conversion Services FPDS Code D313 Computer Aided Design/Computer Aided Manufacturing (CAD/CAM) Services FPDS Code D316 IT Network Management Services FPDS Code D317 Creation/Retrieval of IT Related Automated News Services, Data Services, or Other Information Services (All other information services belong under Schedule 76) FPDS Code D399 Other Information Technology Services, Not Elsewhere Classified Note 1: All non-professional labor categories must be incidental to and used solely to support hardware, software and/or professional services, and cannot be purchased separately. Note 2: Offerors and Agencies are advised that the Group 70 – Information Technology Schedule is not to be used as a means to procure services which properly fall under the Brooks Act. These services include, but are not limited to, architectural, engineering, mapping, cartographic production, remote sensing, geographic information systems, and related services. FAR 36.6 distinguishes between mapping services of an A/E nature and mapping services which are not connected nor incidental to the traditionally accepted A/E Services. Note 3: This solicitation is not intended to solicit for the reselling of IT Professional Services, except for the provision of implementation, maintenance, integration, or training services in direct support of a product. Under such circumstances the services must be performance by the publisher or manufacturer or one of their authorized agents. SPECIAL ITEM NUMBER 132-52 – ELECTRONIC COMMERCE AND SUBSCRIPTION SERVICES Includes value added network services, e-mail services, Internet access services, electronic subscription services, data transmission services, and emerging electronic commerce technologies. SPECIAL ITEM NUMBER 132-100 – ANCILLARY SUPPLIES AND/OR SERVICES Ancillary supplies and/or services are support supplies and services which are not within the scope of any other SIN on this schedule. These supplies and/or services may only be ordered in conjunction with or in support of supplies and/or services purchased under another SIN(s) in this solicitation to provide a solution to a customer requirement. This SIN may be used for orders and blanket purchase agreements that involve work or a project that is solely associated with the supplies and/or services purchased under this schedule. This SIN EXCLUDES purchases that are exclusively for supplies and/or services already available under another schedule and is limited to information technology (IT) products and/or services. Special Instructions: The work performed under this SIN shall be associated with existing SINs that are part of this schedule. Ancillary supplies and/or services shall not be the primary purpose of the work ordered, but be an integral part of the total solution offered. Ancillary supplies and/or services may only be ordered in conjunction with or in support of supplies and/or services purchased under another SIN in this schedule. Offerors may be required to provide additional information to support a determination that their proposed ancillary supplies and/or services are commercially offered in support of one or more SINs under this schedule. CONTRACT NUMBER: GS-35F-0119Y CONTRACT PERIOD: December 20, 2011 through December 19, 2021 PRICELIST CURRENT THROUGH: Modification 1228 dated October 18, 2017 For more information on ordering from Federal Supply Schedules, click on the FSS Schedule button at fss.gsa.gov 34 Page | 7 CONTRACTOR: Carahsoft Technology Corp. 1860 Michael Faraday Drive Suite 100 Reston VA 20190 703-871-8500 (main) 703-871-8505 (facsimile) www.carahsoft.com CONTRACTOR’S POINT OF CONTACT FOR CONTRACT ADMINISTRATION: Ellen Lord Contracts Manager Carahsoft Technology Corp. 1860 Michael Faraday Drive Suite 100 Reston VA 20190 703-871-8679 (telephone) 703-871-8505(facsimile) Ellen.lord@carahsoft.com BUSINESS SIZE: Other than Small CONTRACTOR INFORMATION 1a. TABLE OF AWARDED SPECIAL ITEM NUMBERS (SINs) SIN 132-3 Leasing SIN 132-8 Purchase of New Equipment SIN 132-12 Equipment Maintenance SIN 132-32 Term Software License SIN 132-33 Perpetual Software License SIN 132-34 Maintenance of Software as a Service SIN 132-40 Cloud Computing Services SIN 132-44 Continuous Diagnostics and Mitigation Tools SIN 132-50 Training Courses SIN 132-51 Information Technology Professional Services SIN 132-52 Electronic Commerce Services SIN 132-100 Ancillary Supplies and/or Services 1b. LOWEST PRICED MODEL NUMBER AND PRICE FOR EACH SIN: Not Applicable 1c. HOURLY RATES: See the Terms and Conditions for SIN 132-51 on page 47, below. 2. MAXIMUM ORDER: SIN 132-3 $500,000 SIN 132-8 $500,000 SIN 132-12 $500,000 SIN 132-32 $500,000 SIN 132-33 $500,000 SIN 132-34 $500,000 SIN 132-40 $500,000 35 Page | 8 SIN 132-44 $500,000 SIN 132-50 $25,000 SIN 132-51 $500,000 SIN 132-52 $500,000 SIN 132-100 $150,000 3. MINIMUM ORDER: $100 4. GEOGRAPHIC COVERAGE: Domestic and Overseas 5. POINT(S) OF PRODUCTION: Varies by Manufacturer 6. DISCOUNT FROM INTERNAL RATE: The GSA Net Prices published on the GSA Advantage website reflect the fully burdened price. The negotiated discount has been applied and the Industrial Funding Fee has been added. 7. QUANTITY DISCOUNT: Varies by Manufacturer, as reflected in GSA Advantage. 8. PROMPT PAYMENT TERMS: Net 30 Days Information for Ordering Offices: Prompt Payment terms cannot be negotiated out of the contractual agreement in exchange for other concessions. 9. GOVERNMENT PURCHASE CARD: Accepted for sales at or below the micro-purchase threshold. Acceptance for purchases above the micro-purchase threshold will be determined on a procurement-by- procurement basis. 10. FOREIGN ITEMS: None 11a. TIME OF DELIVERY: SIN 132-3 30 Days after Receipt of Order SIN 132-8 30 Days after Receipt of Order SIN 132-12 30 Days after Receipt of Order SIN 132-32 30 Days after Receipt of Order SIN 132-33 30 Days after Receipt of Order SIN 132-34 30 Days after Receipt of Order SIN 132-40 30 Days after Receipt of Order SIN 132-44 30 Days after Receipt of Order SIN 132-50 30 Days after Receipt of Order SIN 132-51 30 Days after Receipt of Order SIN 132-52 30 Days after Receipt of Order SIN 132-100 30 Days after Receipt of Order 11b. EXPEDITED DELIVERY: Please contact the Contractor for availability and rates. 11c. OVERNIGHT AND 2-DAY DELIVERY: 36 Page | 9 Please contact the Contractor for availability and rates. 11d. URGENT REQUIRMENTS: Agencies can contact the Contractor’s representative to affect a faster delivery. Customers are encouraged to contact the contractor for the purpose of requesting accelerated delivery. 12. FOB POINT: Destination 13a. ORDERING ADDRESS: Karina Woods Operations Manager Carahsoft Technology Corp. 1860 Michael Faraday Drive Suite 100 Reston VA 20190 703-871-8519 (telephone) 703-871-8505(facsimile) gsaorders@carahsoft.com 13b. ORDERING PROCEDURES: For supplies and services, the ordering procedures and information on Blanket Purchase Agreements (BPA’s) are found in Federal Acquisition Regulation (FAR) 8.405-3. 14. PAYMENT ADDRESS: Jillian Szczepanek Accounts Receivable Carahsoft Technology Corp. 1860 Michael Faraday Drive Suite 100 Reston VA 20190 703-871-8614 (telephone) 703-871-8505(facsimile) gsapayments@carahsoft.com 15. WARRANTY PROVISION: Varies by Manufacturer and Product/Service 16. EXPORT PACKING CHARGES: Not Applicable 17. TERMS AND CONDITIONS OF GOVERNMENT PURCHASE CARD ACCEPTANCE: Please contact the Contractor for terms and conditions of acceptance. 18. TERMS AND CONDITIONS OF RENTAL, MAINTENANCE, AND REPAIR (IF APPLICABLE): Not Applicable 19. TERMS AND CONDITIONS OF INSTALLATION: Not Applicable 37 Page | 10 20. TERMS AND CONDITIONS OF REPAIR PARTS INDICATING DATE OF PARTS PRICE LISTS AND ANY DISCOUNTS FROM LIST PRICES (IF AVAILABLE): Not Applicable 20a. TERMS AND CONDITIONS FOR ANY OTHER SERVICES: Not Applicable 21. LIST OF SERVICE AND DISTRIBUTION POINTS: Not Applicable 22. LIST OF PARTICIPATING DEALERS: See Attachment 1 beginning on page 45, below. 23. PREVENTIVE MAINTENANCE: None 24a. SPECIAL ATTRIBUTES SUCH AS ENVIRONMENTAL ATTRIBUTES (e.g. recycled content, energy efficiency, and/or reduced pollutants): None 24b. SECTION 508 COMPLIANCE FOR ELECTRONIC and INFORMATION TECHNOLOGY: Varies by Manufacturer. 25. DATA UNIVERSAL NUMBER SYSTEM (DUNS) NUMBER: 088365767 26. NOTIFICATION REGARDING REGISTRATION IN SYSTEM FOR AWARD MANAGEMENT (SAM) DATABASE: Contractor has an Active Registration in the SAM database. 27. LABOR CATEGORY DESCRIPTIONS and PRICING: See the Terms and Conditions for SIN 132-51 beginning on page 47, below. 28. NON-DEFECTIVE PRODUCT RETURNS Products are eligible for return or replacement within 30 days of invoice. New and unopened product return requests received more than 30 days after invoice are considered to be out of policy return requests. These type requests will be considered on a case-by-case basis. Any applicable shipping costs to be paid by the customer. 38 Page | 11 LEASE TYPES The ordering activity will consider proposals for the following lease types: a. Lease to Ownership, b. Lease with Option to Own, and c. Step Lease. Orders for leased products must specify the leasing type. OPTION 1: 1. STATEMENT a. It is understood by all parties to this contract that orders issued under this SIN shall constitute a lease arrangement. Unless the ordering activity intends to obligate other than annual appropriations to fund the lease, the base period of the lease is from the date of the product acceptance through September 30 of the fiscal year in which the order is placed. b. Agencies are advised to follow the guidance provided in Federal Acquisition Regulation (FAR) Subpart 7.4 Product Lease or Purchase and OMB Circular A-11. Agencies are responsible for the obligation of funding consistent with all applicable legal principles when entering into any lease arrangement. 2. FUNDING AND PERIODS OF LEASING ARRANGEMENTS a. Annual Funding. When annually appropriated funds are cited on an order for leasing, the following applies: (1) The base period of an order for any lease executed by the ordering activity shall be for the duration of the fiscal year. All ordering activity renewal options under the lease shall be specified in the delivery order. All orders for leasing shall remain in effect through September 30 of the fiscal year or the planned expiration date of the lease, whichever is earlier, unless the ordering activity exercises its rights hereunder to acquire title to the product prior to the planned expiration date or unless the ordering activity exercise its right to terminate under FAR 52.212-4. Orders under the lease shall not be deemed to obligate succeeding fiscal year’s funds or to otherwise commit the ordering activity to a renewal. (2) All orders for leasing shall automatically terminate on September 30, unless the ordering activity notifies the Contractor in writing thirty (30) calendar days prior to the expiration of such orders of the ordering activity’s intent to renew. Such notice to renew shall not bind the ordering activity. The ordering activity has the option to renew each year at the original rate in effect at the time the order is placed. This rate applies for the duration of the order. If the ordering activity exercises its option to renew, the renewal order, shall be issued within 15 days after funds become available for obligation by the ordering activity, or as specified in the initial order. No termination fees shall apply if the ordering activity does not exercise an option. b. Crossing Fiscal Years Within Contract Period. Where an ordering activity has specific authority to TERMS AND CONDITIONS APPLICABLE TO LEASING OF GENERAL PURPOSE COMMERICAL INFORMATION TECHNOLOGY PRODUCTS (SPECIAL ITEM NUMBER 132-3) 39 Page | 12 cross fiscal years with annual appropriations, the ordering activity may place an order under this option to lease product for a period up to the expiration of its period of appropriation availability, or twelve months, whichever occurs later, notwithstanding the intervening fiscal years. 3. DISCONTINUANCE AND TERMINATION Notwithstanding any other provision relating to this SIN, the ordering activity may terminate products leased under this agreement, at any time during a fiscal year in accordance with the termination provisions contained in FAR 52.212-4. (l) Termination for the ordering activity’s convenience, or (m) Termination for cause. Additionally, no termination for cost or fees shall be charged for non-renewal of an option. ************************************************************************************* OPTION 2 To the extent an Offeror wishes to propose alternative lease terms and conditions that provide for lower discounts/prices based on the ordering activity’s stated intent to fulfill the projected term of a lease including option years, while at the same time including separate charges for early end of the lease, the following terms apply. These terms address the timing and extent of the ordering activity’s financial obligation including any potential charges for early end of the lease. 1. LEASING PRICE LIST NOTICE: “The ordering activity is responsible for the obligation of funds consistent with applicable law. Agencies are advised to review the lease terms and conditions contained in this price list prior to ordering and obligating funding for a lease.” 2. STATEMENT OF ORDERING ACTIVITY INTENT: a. The ordering activity and the Contractor understand that a delivery order issued pursuant to this SIN is a lease arrangement and contemplates the use of the product for the term of the lease specified in such delivery order (the “Lease Term”). In that regard, the ordering Activity, as lessee, understands that the lease provisions contained herein and the rate established for the delivery order are premised on the ordering Activity's intent to fulfill that agreement, including acquiring products for the period of time specified in the order. Each lease hereunder shall be initiated by a delivery order which shall, either through a statement of work or other attachment, specify the product being leased, and the required terms of the transaction. b. Each ordering activity placing a delivery order under the terms of this option intends to exercise each renewal option and to extend the lease until completion of the Lease Term so long as the need of the ordering activity for the product or functionally similar product continues to exist and funds are appropriated. Contractor may request information from the ordering activity concerning the essential use of the products. 3. LEASE TERM: a. The date on which the ordering activity accepts the products is the Commencement Date of the lease. For acceptance to occur, the products must operate in accordance with the product’s published specifications and statement of work. Acceptance shall be in accordance with the terms of the contract or 40 Page | 13 as otherwise negotiated by the ordering activity and the Contractor. b. Any lease is executed by the ordering activity on the basis that the known requirement for such product exceeds the initial base period of the delivery order, which is typically 12 months, or for the remainder of the fiscal year. Pursuant to FAR 32.703-3(b), delivery orders with options to renew that are funded by annual (fiscal year) appropriations may provide for initial base periods and option periods that cross fiscal years as long as the initial base period or each option period does not exceed a 12 month period. Defense agencies must also consider DOD FAR supplement (DFAR) 232.703-3(b) in determining whether to use cross fiscal year funding. This cross fiscal year authority does not apply to multi-year leases. c. The total Lease Term will be specified in each delivery order, including any relevant renewal options of the ordering activity. All delivery orders, whether for the initial base period or renewal period, shall remain in effect through September 30 of the fiscal year (unless extended by statute), through any earlier expiration date specified in the delivery order, or until the ordering activity exercises its rights hereunder to acquire title to the product prior to such expiration date. The ordering activity, at its discretion, may exercise each option to extend the term of the lease through the lease term. Renewal delivery orders shall not be issued for less than all of the product and/or software set forth in the original delivery order. Delivery orders under this SIN shall not be deemed to obligate succeeding fiscal year funds. The ordering activity shall provide the Contractor with written notice of exercise of each renewal option as soon as practicable. Notice requirements may be negotiated on an order-by-order basis. d. Where an ordering activity’s specific appropriation or procurement authority provides for contracting beyond the fiscal year period, the ordering activity may place a delivery order for a period up to the expiration of the Lease Term, or to the expiration of the period of availability of the multi-year appropriation, or whatever is appropriate under the applicable circumstance. 4. LEASE TERMINATION: a. The ordering activity must elect the Lease Term of the relevant delivery order. The Contractor (and assignee, if any) will rely on the ordering activity’s representation of its intent to fulfill the full Lease Term to determine the monthly lease payments calculated herein. (1) The ordering activity may terminate or not renew leases under this option at no cost, pursuant to a Termination for Non-Appropriation as defined herein (see paragraph (c) below). In any other event, the ordering activity’s contracting officer may either terminate the relevant delivery order for cause or Termination for Convenience in accordance with FAR 52.212-4 paragraphs (l) and (m). (2) The Termination for Convenience at the end of a fiscal year allows for separate charges for the early end of the lease (see paragraph (d) below). In the event of termination for the convenience of the ordering activity, the ordering activity may be liable only up to the amount beyond the order’s Termination Ceiling. Any termination charges calculated under the Termination for Convenience clause must be determined or identified in the delivery order or in the lease agreement. b. Termination for Convenience of the Ordering Activity: Leases entered into under this option may not be terminated except by the ordering activity’s contracting office responsible for the delivery order in accordance with FAR 52.212-4, Contract Terms and Conditions-Commercial Items, paragraph (l), Termination for Convenience of the ordering activity. The costs charged to the ordering activity as the result of any Termination for Convenience of the ordering activity must be reasonable and may not exceed 41 Page | 14 the sum of the fiscal year’s payment obligations less payments made to date of termination plus the Termination Ceiling. c. Termination for Non-Appropriation: The ordering activity reasonably believes that the bona fide need will exist for the entire Lease Term and corresponding funds in an amount sufficient to make all payment for the lease Term will be available to the ordering activity. Therefore, it is unlikely that leases entered into under this option will terminate prior to the full Lease Term. Nevertheless, the ordering activity’s contracting officer may terminate or not renew leases at the end of any initial base period or option period under this paragraph if (a) it no longer has a bona fide need for the product or functionally similar product; or (b) there is a continuing need, but adequate funds have not been made available to the ordering activity in an amount sufficient to continue to make the lease payments. If this occurs, the ordering activity will promptly notify the Contractor, and the product lease will be terminated at the end of the last fiscal year for which funds were appropriated. Substantiation to support a termination for non- appropriation shall be provided to the Contractor upon request. d. Termination Charges: At the initiation of the lease, termination ceilings will be established for each year of the lease term. The termination ceiling is a limit on the amount that a Contractor may be paid by the ordering activity on the Termination for Convenience of a lease. No claim will be accepted for future costs: supplies, maintenance, usage charges or interest expense beyond the date of termination. In accordance with the bona fide needs rule, all termination charges must reasonably represent the value the ordering activity received for the work performed based upon the shorter lease term. No Termination for Convenience costs will be associated with the expiration of the lease term. e. At the order level, the ordering activity may, consistent with legal principles, negotiate lower monthly payments or rates based upon appropriate changes to the termination conditions in this section. ************************************************************************************* LEASE PROVISIONS COMMON TO ALL TYPES OF LEASE AGREEMENTS 1. ORDERING PROCEDURES: a. When an ordering activity expresses an interest in leasing a product(s), the ordering activity will provide the following information to the prospective Contractor: (1) Which product(s) is (are) required, including applicable Energy Star or Electronic Product Environmental Assessment Tool (EPEAT) requirements. (2) The required delivery date. (3) The proposed lease plan and term of the lease. (4) Where the product will be located. (5) Description of the intended use of the product. (6) Source and type of appropriations to be used. b. The Contractor will respond with: (1) Whether the Contractor can provide the required product. (2) The estimated residual value of the product (Lease with Option to Own and Step Lease only). (3) The monthly payment based on the rate. 42 Page | 15 (4) The estimated cost, if any, of applicable State or local taxes. State and local personal property taxes are to be estimated as separate line items in accordance with FAR 52.229-1, which may be identified and added to the monthly lease payment. (5) A confirmation of the availability of the product on the required delivery date. (6) Extent of warranty coverage, if any, of the leased products. (vii) The length of time the quote is valid. c. The ordering activity may issue a delivery order to the Contractor based on the information set forth in the Contractor’s quote. In the event that the ordering activity does not issued a delivery order within the validity period stated in the Contractor’s quote letter, the quote shall expire. 2. ASSIGNMENT OF CLAIMS: GSAR 552.232-23, Assignment of Claims, is incorporated herein by reference as part of these lease provisions. The ordering activity’s contracting officer will acknowledge the assignment of claim for a lease in accordance with FAR 32.804-5. The extent of the assignee’s protection is in accordance with FAR 32.804. Any setoff provision must be in accordance with FAR 32.803. 3. PEACEFUL POSSESSION AND UNRESTRICTED USE: In recognition of the types of products available for lease and the potential adverse impact to the ordering activity’s mission, the ordering activity’s quiet and peaceful possession and unrestricted use of the product shall not be disturbed in the event the product is sold by the Contractor, or in the event of bankruptcy of the Contractor, corporate dissolution of the Contractor, or other event. The product shall remain in the possession of the ordering activity until the expiration of the lease. Any assignment, sale, bankruptcy, or other transfer of the leased product by the Contractor will not relieve the Contractor of its obligations to the ordering activity, and will not change the ordering activity’s duties or increase the burdens or risks imposed on the ordering activity. 4. COMMENCEMENT OF LEASE: The date on which the ordering activity accepts the products is the Commencement Date of the lease. Acceptance is as defined elsewhere in the contract, or as further specified in the order. 5. INSTALLATION AND MAINTENANCE: a. Installation and Maintenance, when applicable, normally are not included in the charge for leasing. The Contractor may require the ordering activity to obtain installation and maintenance services from a qualified source. The ordering activity may obtain installation and/or maintenance on the open market, from the Contractor’s schedule contract, or from other sources. The ordering activity may also perform installation and/or maintenance in house, if qualified resources exist. In any event, it is the responsibility of the ordering activity to ensure that maintenance is in effect for the Lease term for all products leased. b. When installation and/or maintenance are ordered under this schedule to be performed by the Contractor, the payments, terms and conditions as stated in this contract apply. The rates and terms and conditions in effect at the time the order is issued shall apply during any subsequent renewal period of the lease. The maintenance rates and terms and conditions may be added to the lease payments with mutual agreement of the parties. 43 Page | 16 6. MONTHLY PAYMENTS: a. Prior to the placement of an order under this Special Item Number, the ordering activity and the Contractor must agree on a “base value” for the products to be leased. For Lease to Ownership (Capital Lease) the base value will be the contract purchase price (less any discounts). For Lease with Option to Own (Operating Lease), the base value will be the contract purchase price (less any discounts), less a mutually agreed upon residual value (pre-stated purchase option price at the conclusion of the lease) for the products. The residual value will be used in the calculation of the original lease payment, lease extension payments, and the purchase option price. b. To determine the initial lease term payment, the Contractor agrees to apply the negotiated lease factor to the agreed upon base value: 800 Basis Points For Example: Lease factor one (1) percent over the rate for the three year (or other term) Treasury Bill (T- bill) at the most current U. S. Treasury auction. The lease payment may be calculated by using a programmed business calculator or by using “rate” functions provided in commercial computer spreadsheets (e.g., Lotus 1-2-3, Excel). c. For any lease extension, the extension lease payment will be based on the original residual value, in lieu of the purchase price. The ordering activity and the Contractor shall agree on a new residual value based on the estimated fair market price at the end of the extension. The formula to determine the lease payment will be that in 6.b. above. d. The purchase option price will be the fair market value of the product or payment will be based upon the unamortized principle, as shown on the payment schedule as of the last payment prior to date of transfer of ownership, whichever is less. NOTE: At the order level, ordering activity may elect to obtain a lower rate for the lease by setting the purchase option price as either, the fair market value of the product or unamortized principle. The methodology for determining lump sum payments may be identified in the pricelist. e. The point in time when monthly rates are established is subject to negotiation and evaluation at the order level. In the event the ordering activity desires, at any time, to acquire title to product leased hereunder, the ordering activity may make a one-time lump sum payment. 7. LEASE END/DISCONTINUANCE OPTIONS: a. Upon the expiration of the Lease Term, Termination for Convenience, or Termination for Non- Appropriation, the ordering activity will return the Product to the Contractor unless the ordering activity by 30 days written notice elects either: (1) to purchase the product for the residual value of the product, or (2) to extend the term of the Lease, as mutually agreed. To compute the lease payment, the residual value from the preceding lease shall be the initial value of the leased product. A new residual value shall be negotiated for the extended lease and new lease payments shall be computed. 44 Page | 17 b. Relocation - The ordering activity may relocate products to another location within the ordering activity with prior written notice. No other transfer, including sublease, is permitted. Ordering activity shall not assign, transfer or otherwise dispose of any products, or any interest therein, or crate or suffer any levy, lien or encumbrance then except those created for the benefit of Contractor or its assigns. c. Returns: (1) Within fourteen (14) days after the date of expiration, non-renewal or termination of a lease, the ordering activity shall, at its own risk and expense, have the products packed for shipment in accordance with manufacturer's specifications and return the products to Contractor at the location specified by Contractor in the continental US, in the same condition as when delivered, ordinary wear and tear excepted. Any expenses necessary to return the products to good working order shall be at ordering activity's expense. (2) The Contractor shall conduct a timely inspection of the returned products and within 45 days of the return, assert a claim if the condition of the product exceeds normal wear and tear. (3) Product will be returned in accordance with the terms of the contract and in accordance with Contractor instruction. (4) With respect to software, the ordering activity shall state in writing to the Contractor that it has: (i) deleted or disabled all files and copies of the software from the equipment on which it was installed; (ii) returned all software documentation, training manuals, and physical media on which the software was delivered; and (iii) has no ability to use the returned software. 8. UPGRADES AND ADDITIONS: a. The ordering activity may affix or install any accessory, addition, upgrade, product or device on the product ("additions") provided that such additions: (1) can be removed without causing material damage to the product; (2) do not reduce the value of the product; and (3) are obtained from or approved by the Contractor, and are not subject to the interest of any third party other than the Contractor. b. Any other additions may not be installed without the Contractor's prior written consent. At the end of the lease term, the ordering activity shall remove any additions which: (1) were not leased from the Contractor, and (2) are readily removable without causing material damage or impairment of the intended function, use, or value of the product, and restore the product to its original configuration. c. Any additions that are not so removable will become the Contractor's property (lien free). d. Leases of additions and upgrades must be co-terminus with that of the product. 9. RISK OF LOSS OR DAMAGE: The ordering activity is relieved from all risk of loss or damage to the product during periods of transportation, installation, and during the entire time the product is in possession of the ordering activity, except when loss or damage is due to the fault or negligence of the ordering activity. The ordering activity shall assume risk of loss or damage to the product during relocation, (i.e., moving the product from one 45 Page | 18 ordering activity location to another ordering activity location), unless the Contractor shall undertake such relocation. 10. TITLE: During the lease term, product shall always remain the property of the Contractor. The ordering activity shall have no property right or interest in the product except as provided in this leasing agreement and shall hold the product subject and subordinate to the rights of the Contractor. Software and software licenses shall be deemed personal property. The ordering activity shall have no right or interest in the software and related documentation except as provided in the license and the lease. Upon the Commencement Date of the Lease Term, the ordering activity shall have an encumbered license to use the software for the Lease Term. The ordering activity’s encumbered license rights in the software will be subject to the same rights as provided to a purchaser of a license under the terms of this contract except that the ordering activity will not have an unencumbered, paid-up license until it has made all lease payments for the full Lease Term in the case of an Lease To Ownership or has otherwise paid the applicable purchase option price. 11. TAXES: The lease payments, purchase option prices, and interest rates identified herein exclude all state and local taxes levied on or measured by the contract or sales price of the product furnished hereunder. The ordering activity will be invoiced for any such taxes as Contractor receives such tax notices or assessments from the applicable local taxing authority. Pursuant to the provisions of FAR 52.229-1 (Deviation – May 2003), State and Local Taxes, the ordering activity agrees to pay tax or provide evidence necessary to support an exemption from the tax. 12. OPTION TO PURCHASE EQUIPMENT (FEB 1995) (FAR 52.207-5) a. The Government may purchase the equipment provided on a lease or rental basis under this contract. The Contracting Officer may exercise this option only by providing a unilateral modification to the Contractor. The effective date of the purchase will be specified in the unilateral modification and may be any time during the period of the contract, including any extensions thereto. b. Except for final payment and transfer of title to the Government, the lease or rental portion of the contract becomes complete and lease or rental charges shall be discontinued on the day immediately preceding the effective date of purchase specified in the unilateral modification required in paragraph (a) of this clause. c. The purchase conversion cost of the equipment shall be computed as of the effective date specified in the unilateral modification required in paragraph (a) of this clause, on the basis of the purchase price set forth in the contract, minus the total purchase option credits accumulated during the period of lease or rental, calculated by the formula contained elsewhere in this contract. d. The accumulated purchase option credits available to determine the purchase conversion cost will also include any credits accrued during a period of lease or rental of the equipment under any previous Government contract if the equipment has been on continuous lease or rental. The movement of equipment from one site to another site shall be “continuous rental.” 46 Page | 19 OPTIONAL SUPPLEMENTAL LEASE TERMS As authorized by Option 2 of SIN 132-3, Carahsoft proposes the following Supplemental Lease Terms for ordering office consideration: BASE INTEREST RATES (The Base Interest Rate provided below is a GSA Rate Cap based on the governing Treasury Rate at the date of this Quotation and may be higher than represented by the Lease Rate Factor(s) above.). *You may be in a jurisdiction that collects Personal Property Taxes on Leased equipment. The estimated amount indicated above is based on historical averages for the “Ship to” location reflected on your Product quote and is provided for budgeting purposes. This average is subject to change based on the jurisdiction where the Product will be located. In accordance with the GSA Schedule, the lease rates do not include this tax and you are responsible for its payment or for producing waiver from payment. If Personal Property Taxes are due by the Government to Carahsoft, or its assignee, and the Government has not provided a waiver from payment, Carahsoft, or its assignee, may request a Modification to the Contract to include the applicable tax charges and supply the Government with a periodic invoice. Payment will be due within 30 days from the invoice date. Supplemental Terms and Conditions There are in addition to the terms and conditions included in Carahsoft’s GSA Contract # GS- 35F- 0119Y. The ordering office is responsible for the obligation of funds consistent with applicable law. Agencies are advised to review the lease terms and conditions contained in this quote prior to ordering and obligating funding for a lease. 1. Base Interest Rates in the GSA Leasing Terms and Conditions are indexed to Treasury constant maturities as quoted in the Federal Statistical Release H.15 (519) as of the preceding date closest to the date of the Lease Quote. 2. This Lease quote is valid for thirty (30) days from the date of the Lease Quote. In the event an order is not issued by the Government within such thirty (30) days, Carahsoft reserves the right to requote the lease pricing or extend the original quote in writing. The Delivery Order issued to initiate a lease based on this Lease Quote must be in compliance with GSA SIN 132-3, Option 2, of the referenced GSA Contract. A lease order issued hereunder is subject to Carahsoft acceptance and/or Carahsoft's credit approval. 3. The Government agrees that early termination is highly unlikely because the acquisition, quantity and use of the involved Products are deemed to be essential to its operations and will complete an Essential Use Certificate to that effect if required by Lessor. Further, the Government reasonably believes that funds in an amount sufficient to make all payments during the Lease Term can be obtained and agrees to take all reasonable positive action to obtain and maintain such funds. This proposed lease is subject to Credit Approval by the Lessor's Credit Review Committee Except for any maintenance- responsibilities included in the Lease, the Government agrees that, by accepting the Lease and providing the Product for the Government’s use, Carahsoft has fully performed its obligation under the Lease. 4. Termination for Convenience of the Government: Leases entered into under this option may not 47 Page | 20 be terminated except by the ordering office’s contracting officer responsible for the delivery order in accordance with FAR 52.212-4, Contract Terms and Conditions- Commercial Items, paragraph (l), Termination for Convenience of the Government. In the event of a Termination for Convenience of the Government, the Government will promptly pay Carahsoft, or its assignee, the following: i) the sum of the current fiscal year's payment obligations, including any applicable taxes and late fee's, less any payments made to the date of termination; plus ii) the Termination Ceiling, which will be the present value of the remaining Lease Payments over the Lease Term discounted at the like-term Treasury yield % used to calculate the periodic Lease Payments, interpolated to the number of months remaining in the Lease Term, plus any unpaid taxes or other charges then due. 5. Notwithstanding the provisions of SIN 132-3, for Leases with the Option to Own - Fair Market Value end of lease purchase option, the purchase option available to the Government at the end of the Lease Term shall be based on the then current Fair Market Value. The Government understands that it accrues no equity or partial ownership to the Products by virtue of Lease Payments paid hereunder. The Fair Market Value shall be determined by Carahsoft, or its assignee, on the basis of and shall be the value which would be obtained in an arm's length transaction between an informed and willing buyer and an informed and willing seller under no compulsion by either party to perform the transaction. 6. Carahsoft, or its assignee, will invoice, and the Government agrees to pay such periodic Lease payments in accordance with Section 2 / Payment Schedule as incorporated in your Lease Quote, prior to the beginning of the period for which the charges accrue. For Prompt Payment Act provisions, all invoices are due upon receipt of invoice, and are payable not later than the payment due date listed on the invoice or the 30th day from the start of the payment period in accordance with the Prompt Payment Act provisions 5 CFR Part 1315.4g and FAR 52.232-25. Prompt Payment Act (1315.10) interest penalties shall apply for all payments not made in accordance with this clause. 7. Products may only be terminated at the Delivery Order level in accordance with the termination provisions set forth in SIN 132-3. In the event the Government exercises its right to terminate a lease under SIN 132-3, the Government shall be required to return all the Products included in the Delivery Order to Contractor in accordance with the return provisions set forth therein. The end of lease purchase option is available to the Government only upon satisfaction of all payment obligations for the full Lease Term and is not applicable to a lease termination prior to the end of the Lease Term. 8. It is the Government's intent to exercise each renewal option and to extend the lease until completion of the Lease Term provided the needs of the Government for the Products or functionally similar Products continue to exist. Accordingly, the Government shall not replace the Products leased under this delivery order with functionally similar Products during the Lease Term specified in the delivery order. . For purposes of this clause, replacement includes reverting to the means by which the Government met the bona fide functional need before the Government issued the Order. 9. In the event you are of the opinion that any charges or credits on an invoice are not billed properly, the Government will promptly pay the portion of the invoice not in question and immediately provide Carahsoft, or its assignee, with detailed written notice of the items in question. 48 Page | 21 10. 10. To the extent permitted by the Agency, Federal Acquisition Regulation ("FAR") supplement of the ordering office, FAR Clause 52.232-23, Assignment of Claims, Alternate I, is hereby incorporated by reference. Payments to an Assignee of any amounts due or to become due under this lease, shall not, to the extent specified in the Act, be subject to reduction or setoff. 11. Purchase Option - In the event the Government wishes to buy-out the lease at any time, during or at the end of the Lease Term, the Government will be required to pay a lump sum amount equal to the present value of all outstanding Lease Payments discounted at the rate of Treasury Constant Maturities as published in the Federal Reserve statistical release H.15 in effect at the time of the original order, interpolated to the number of months remaining in the Lease Term, plus any applicable end of lease purchase option, Fair Market Value or pre-stated purchase option price, and any unpaid taxes or other charges then due. The election to purchase at the end of the Lease Term shall require purchase of all of the leased Products included in the Delivery Order. The end of the lease option elected by the Government shall be the same for all of the Products included in the Delivery Order. 12. Form of Payment: The Government will pay Carahsoft, or its assignees, by Electronic Funds Transfer (EFT), wire or check. No credit cards will be allowed as a form of payment under this lease agreement. 13. Acceptance: Acceptance shall occur on the first day after delivery of the product to the Government. 14. Risk of Loss: The Government assumes and shall bear the entire risk of loss and damage, whether or not insured against, to the Products from any and every cause whatsoever from the date the Products are delivered to the Government's ship to location until the Products are either returned to the Contractor's designated return location or purchased by the Government, except for any loss or injury resulting from the negligence or fault of Contractor. No loss or damage to the Products or any part thereof shall impair any obligation of the Government under the relevant Order, including but not limited to the Government's obligation to make payments under such Order, which obligations shall continue in full force and effect. In the event of loss or damage of any kind to any Products, the Government, at the Government's option, shall: (i) Place the same in good repair, condition and working order to the satisfaction of Contractor within 90 days of such loss or damage; or (ii) Pay Contractor the amount equivalent to the Purchase Option price calculated as described in Paragraph 10 above. 15. Title: During the Lease Term, Products shall always remain the property of the Contractor. The Government shall have no property right or interest in the Products except as provided herein and shall hold the Products subject and subordinate to the rights of the Contractor. Software and software licenses shall be deemed personal property. The Government shall have no right or interest in the software and related documentation except as provided in the license and the lease. Upon the Commencement Date of the Lease Term, the Government shall have an encumbered license to use the software for the Lease Term. The Government’s encumbered license rights in the software will be subject to the same rights as provided to a purchaser of a license under the terms of this contract except that the Government will not have an unencumbered, paid-up license until it has paid the applicable purchase option price. Unless otherwise agreed to in writing by the parties, the above supplements Carahsoft’s GSA SIN 132-3 and apply to any lease entered into by the parties. 49 Page | 22 1. MATERIAL AND WORKMANSHIP All equipment furnished hereunder must satisfactorily perform the function for which it is intended. 2. ORDER Written orders, EDI orders (GSA Advantage! and FACNET), credit card orders, and orders placed under blanket purchase agreements (BPA) agreements shall be the basis for purchase in accordance with the provisions of this contract. If time of delivery extends beyond the expiration date of the contract, the Contractor will be obligated to meet the delivery and installation date specified in the original order. For credit card orders and BPAs, telephone orders are permissible. 3. TRANSPORTATION OF EQUIPMENT FOB DESTINATION. Prices cover equipment delivery to destination, for any location within the geographic scope of this contract. 4. INSTALLATION AND TECHNICAL SERVICES a. INSTALLATION. When the equipment provided under this contract is not normally self-installable, the Contractor's technical personnel shall be available to the ordering activity, at the ordering activity's location, to install the equipment and to train ordering activity personnel in the use and maintenance of the equipment. The charges, if any, for such services are listed below, or in the price schedule: Please Refer to GSAADVANTAGE! For Specific Information Regarding Installation b. INSTALLATION, DEINSTALLATION, REINSTALLATION. The Davis-Bacon Act (40 U.S.C. 276a- 276a-7) provides that contracts in excess of $2,000 to which the United States or the District of Columbia is a party for construction, alteration, or repair (including painting and decorating) of public buildings or public works with the United States, shall contain a clause that no laborer or mechanic employed directly upon the site of the work shall receive less than the prevailing wage rates as determined by the Secretary of Labor. The requirements of the Davis- Bacon Act do not apply if the construction work is incidental to the furnishing of supplies, equipment, or services. For example, the requirements do not apply to simple installation or alteration of a public building or public work that is incidental to furnishing supplies or equipment under a supply contract. However, if the construction, alteration or repair is segregable and exceeds $2,000, then the requirements of the Davis-Bacon Act apply. The ordering activity issuing the task order against this contract will be responsible for proper administration and enforcement of the Federal labor standards covered by the Davis-Bacon Act. The proper Davis-Bacon wage determination will be issued by the ordering activity at the time a request for quotations is made for applicable construction classified installation, deinstallation, and reinstallation services under SIN 132-8 or SIN 132-9. c. OPERATING AND MAINTENANCE MANUALS. The Contractor shall furnish the ordering activity with one (1) copy of all operating and maintenance manuals which are normally provided with the equipment being purchased. 5. INSPECTION/ACCEPTANCE The Contractor shall only tender for acceptance those items that conform to the requirements of this contract. The ordering activity reserves the right to inspect or test any equipment that has been tendered for acceptance. The ordering activity may require repair or replacement of nonconforming equipment at no increase in contract price. TERMS AND CONDITIONS APPLICABLE TO PURCHASE OF GENERAL PURPOSE COMMERCIAL INFORMATION TECHNOLOGY NEW EQUIPMENT (SPECIAL ITEM NUMBER 132-8) 50 Page | 23 The ordering activity must exercise its postacceptance rights (1) within a reasonable time after the defect was discovered or should have been discovered; and (2) before any substantial change occurs in the condition of the item, unless the change is due to the defect in the item. 6. WARRANTY a. Unless specified otherwise in this contract, the Contractor’s standard commercial warranty as stated in the contract’s commercial pricelist will apply to this contract. Please Refer to GSAADVANTAGE! For Specific Information Regarding Warranty b. The Contractor warrants and implies that the items delivered hereunder are merchantable and fit for use for the particular purpose described in this contract. c. Limitation of Liability. Except as otherwise provided by an express or implied warranty, the Contractor will not be liable to the ordering activity for consequential damages resulting from any defect or deficiencies in accepted items. d. If inspection and repair of defective equipment under this warranty will be performed at the Contractor's plant, the address is as follows: Carahsoft Technology Corporation 1860 Michael Faraday Dr., Suite 100 Reston, VA 20190 7. PURCHASE PRICE FOR ORDERED EQUIPMENT The purchase price that the ordering activity will be charged will be the ordering activity purchase price in effect at the time of order placement, or the ordering activity purchase price in effect on the installation date (or delivery date when installation is not applicable), whichever is less. 8. RESPONSIBILITIES OF THE CONTRACTOR The Contractor shall comply with all laws, ordinances, and regulations (Federal, State, City or otherwise) covering work of this character, and shall include all costs, if any, of such compliance in the prices quoted in this offer. 9. TRADE-IN OF INFORMATION TECHNOLOGY EQUIPMENT When an ordering activity determines that Information Technology equipment will be replaced, the ordering activity shall follow the contracting policies and procedures in the Federal Acquisition Regulation (FAR), the policies and procedures regarding disposition of information technology excess personal property in the Federal Property Management Regulations (FPMR) (41 CFR 101-43.6), and the policies and procedures on exchange/sale contained in the FPMR (41 CFR part 101-46). 51 Page | 24 1. SERVICE AREAS a. The maintenance and repair service rates listed herein are applicable to any ordering activity location within a 25 mile radius of the Contractor’s service points. If any additional charge is to apply because of the greater distance from the Contractor’s service locations, the mileage rate or other distance factor shall be negotiated at the Task Order level. b. When repair services cannot be performed at the ordering activity installation site, the repair services will be performed at the Contractor's plant(s) listed below: Carahsoft Technology Corporation 1860 Michael Faraday Dr., Suite 100 Reston, VA 20190 Or, manufacturer support center as listed on the order 2. MAINTENANCE ORDER a. Agencies may use written orders, EDI orders, credit card orders, or BPAs, for ordering maintenance under this contract. The Contractor shall confirm orders within fifteen (15) calendar days from the date of receipt, except that confirmation of orders shall be considered automatic for renewals for maintenance (Special Item Number 132- 12). Automatic acceptance of order renewals for maintenance service shall apply for machines which may have been discontinued from use for temporary periods of time not longer than 120 calendar days. If the order is not confirmed by the Contractor as prescribed by this paragraph, the order shall be considered to be confirmed by the Contractor. b. The Contractor shall honor orders for maintenance for the duration of the contract period or a lessor period of time, for the equipment shown in the pricelist. Maintenance service shall commence on a mutually agreed upon date, which will be written into the maintenance order. Maintenance orders shall not be made effective before the expiration of any applicable maintenance and parts guarantee/warranty period associated with the purchase of equipment. Orders for maintenance service shall not extend beyond the end of the contract period. c. Maintenance may be discontinued by the ordering activity on thirty (30) calendar days written notice, or shorter notice when agreed to by the Contractor; such notice to become effective thirty (30) calendar days from the date on the notification. However, the ordering activity may extend the original discontinuance date upon written notice to the Contractor, provided that such notice is furnished at least ten (10) calendar days prior to the original discontinuance date. d. Annual Funding. When annually appropriated funds are cited on a maintenance order, the period of maintenance shall automatically expire on September 30th of the contract period, or at the end of the contract period, whichever occurs first. Renewal of a maintenance order citing the new appropriation shall be required, if maintenance is to continue during any remainder of the contract period. e. Cross-year Funding Within Contract Period. Where an ordering activity's specific appropriation authority provides for funds in excess of a 12 month, fiscal year period, the ordering activity may place an order under this schedule contract for a period up to the expiration of the contract period, notwithstanding the intervening fiscal years. TERMS AND CONDITIONS APPLICABLE TO MAINTENANCE, REPAIR SERVICE AND REPAIR PARTS/SPARE PARTS FOR GOVERNMENT-OWNED GENERAL PURPOSE COMMERCIAL INFORMATION TECHNOLOGY EQUIPMENT, RADIO/TELEPHONE EQUIPMENT, (AFTER EXPIRATION OF GUARANTEE/WARRANTY PROVISIONS AND/OR WHEN REQUIRED SERVICE IS NOT COVERED BY GUARANTEE/WARRANTY PROVISIONS) AND FOR LEASED EQUIPMENT (SPECIAL ITEM NUMBER 132-12) 52 Page | 25 f. Ordering activities should notify the Contractor in writing thirty (30) calendar days prior to the expiration of maintenance service, if maintenance is to be terminated at that time. Orders for continued maintenance will be required if maintenance is to be continued during the subsequent period. 3. REPAIR SERVICE AND REPAIR PARTS/SPARE PARTS ORDERS a. Agencies may use written orders, EDI orders, credit card orders, blanket purchase agreements (BPAs), or small order procedures for ordering repair service and/or repair parts/spare parts under this contract. Orders for repair service shall not extend beyond the end of the contract period. b. When repair service is ordered, only one chargeable repairman shall be dispatched to perform repair service, unless the ordering activity agrees, in advance, that additional repair personnel are required to effect repairs. Repair service and repair parts/spare parts are not available under the scope of this contract. 4. LOSS OR DAMAGE When the Contractor removes equipment to his establishment for repairs, the Contractor shall be responsible for any damage or loss, from the time the equipment is removed from the ordering activity installation, until the equipment is returned to such installation. 5. SCOPE a. The Contractor shall provide maintenance for all equipment listed herein, as requested by the ordering activity during the contract term. Repair service and repair parts/spare parts shall apply exclusively to the equipment types/models within the scope of this Information Technology Schedule. b. Equipment placed under maintenance service shall be in good operating condition. (1) In order to determine that the equipment is in good operating condition, the equipment shall be subject to inspection by the Contractor, without charge to the ordering activity. (2) Costs of any repairs performed for the purpose of placing the equipment in good operating condition shall be borne by the Contractor, if the equipment was under the Contractor's guarantee/warranty or maintenance responsibility prior to the effective date of the maintenance order. (3) If the equipment was not under the Contractor's responsibility, the costs necessary to place the equipment in proper operating condition are to be borne by the ordering activity, in accordance with the provisions of Special Item Number 132-12 (or outside the scope of this contract). 6. RESPONSIBILITIES OF THE ORDERING ACTIVITY a. Ordering activity personnel shall not perform maintenance or attempt repairs to equipment while such equipment is under the purview of a maintenance order, unless agreed to by the Contractor. b. Subject to security regulations, the ordering activity shall permit access to the equipment which is to be maintained or repaired. c. If the Ordering Activity desires a factory authorized/certified service personnel then this should be clearly stated in the task or delivery order. 7. RESPONSIBILITIES OF THE CONTRACTOR a. For equipment not covered by a maintenance contract or warranty, the Contractor's repair service personnel shall complete repairs as soon as possible after notification by the ordering activity that service is required. Within the service areas, this repair service should normally be done within 4 hours after notification. b. If the Ordering Activity task or delivery order specifies a factory authorized/certified service personnel then the Contractor is obligated to provide such a factory authorized/certified service personnel for the equipment to be repaired or serviced, unless otherwise agreed to in advance between the Agency and the Contractor. 8. MAINTENANCE RATE PROVISIONS 53 Page | 26 a. The Contractor shall bear all costs of maintenance, including labor, parts, and such other expenses as are necessary to keep the equipment in good operating condition, provided that the required repairs are not occasioned by fault or negligence of the ordering activity. b. REGULAR HOURS The basic monthly rate for each make and model of equipment shall entitle the ordering activity to maintenance service during a mutually agreed upon nine (9) hour principal period of maintenance, Monday through Friday, exclusive of holidays observed at the ordering activity location. c. AFTER HOURS Should the ordering activity require that maintenance be performed outside of Regular Hours, charges for such maintenance, if any, will be specified in the pricelist. Periods of less than one hour will be prorated to the nearest quarter hour. d. TRAVEL AND TRANSPORTATION If any charge is to apply, over and above the regular maintenance rates, because of the distance between the ordering activity location and the Contractor’s service area, the charge will be negotiated at the Task Order level. None e. QUANTITY DISCOUNTS Quantity discounts from listed maintenance service rates for multiple equipment owned and/or leased by a ordering activity are indicated below: Quantity Range N/A Units Discounts 0% 9. REPAIR SERVICE RATE PROVISIONS a. CHARGES. Charges for repair service will include the labor charge, computed at the rates set forth below, for the time during which repairmen are actually engaged in work, and, when applicable, the charge for travel or transportation. b. MULTIPLE MACHINES. When repairs are ordered by a ordering activity on two or more machines located in one or more buildings within walking distance of each other, the charges will be computed from the time the repairman commences work on the first machine, until the work is completed on the last machine. The time required to go from one machine to another, or from one building to another, will be considered actual work performance, and chargeable to the ordering activity, provided the time consumed in going between machines (or buildings) is reasonable. c. TRAVEL OR TRANSPORTATION (1) AT THE CONTRACTOR'S SHOP (a) When equipment is returned to the Contractor's shop for adjustments or repairs which are not covered by the guarantee/warranty provision, the cost of transportation, packing, etc., from the ordering activity location to the Contractor's plant, and return to the ordering activity location, shall be borne by the ordering activity. (b) The ordering activity should not return defective equipment to the Contractor for adjustments and repairs or replacement without his prior consultation and instruction. (2) AT THE ORDERING ACTIVITY LOCATION (Within Established Service Areas) When equipment is repaired at the ordering activity location, and repair service rates are established for service areas or zones, the listed rates are applicable to any ordering activity location within such service areas or zones. No extra charge, time, or expense will be allowed for travel or transportation of repairmen or machines to or from the ordering activity office; such overhead is included in the repair service rates listed. 54 Page | 27 (3) AT THE ORDERING ACTIVITY LOCATION (Outside Established Service Areas) (a) If repairs are to be made at the ordering activity location, and the location is outside the service area as shown in paragraph 1.a, the repair service and mileage rates negotiated per subparagraphs 1.a and 8.d will apply. (b) When the overall travel charge computed at the above mileage rate is unreasonable (considering the time required for travel, actual and necessary transportation costs, and the allowable ordering activity per diem rate for each night the repairman is required to remain overnight at the ordering activity location), the ordering activity shall have the option of reimbursing the Contractor for actual costs, provided that the actual costs are reasonable and allowable. The Contractor shall furnish the ordering activity with a report of travel performed and related expenses incurred. The report shall include departure and arrival dates, times, and the applicable mode of travel. d. LABOR RATES (1) REGULAR HOURS The Regular Hours repair service rates listed herein shall entitle the ordering activity to repair service during the period 8:00 a.m. to 5:00 p.m., Monday through Friday, exclusive of holidays observed at the ordering activity location. There shall be no additional charge for repair service which was requested during Regular Hours, but performed outside the Regular Hours defined above, at the convenience of the Contractor. (2) AFTER HOURS When the ordering activity requires that repair service be performed outside the Regular Hours defined above, except Sundays and Holidays observed at the ordering activity location, the After Hours repair service rates listed herein shall apply. The Regular Hours rates defined above shall apply when repair service is requested during Regular Hours, but performed After Hours at the convenience of the Contractor. (3) SUNDAYS AND HOLIDAYS When the ordering activity requires that repair service be performed on Sundays and Holidays observed at the ordering activity location, the Sundays and Holidays repair service rates listed herein shall apply. When repair service is requested to be performed during Regular Hours and/or After Hours, but is performed at the convenience of the Contractor on Sundays or Holidays observed at the ordering activity location, the Regular Hours and/or After Hours repair service rates, as applicable, shall apply. 55 Page | 28 REPAIR SERVICE RATES REGULAR AFTER SUNDAYS AND MINIMUM HOURS HOURS HOLIDAYS LOCATION CHARGE* PER HOUR** PER HOUR** PER HOUR CONTRACTOR'S SHOP Repair service is not covered under the scope of this contract. 10. REPAIR PARTS/SPARE PARTS RATE PROVISIONS All parts, furnished as spares or as repair parts in connection with the repair of equipment, unless otherwise indicated in this pricelist, shall be new, standard parts manufactured by the equipment manufacturer. All parts shall be furnished at prices indicated in the Contractor's commercial pricelist dated , at a discount of % from such listed prices. Repair parts/spare parts are not covered under the scope of this contract. 11. GUARANTEE/WARRANTY—REPAIR SERVICE AND REPAIR PARTS/SPARE PARTS a. REPAIR SERVICE All repair work will be guaranteed/warranted for a period of b. REPAIR PARTS/SPARE PARTS All parts, furnished either as spares or repairs parts will be guaranteed/warranted for a period Repair service and repair parts/spare parts are not covered under the scope of this contract. 12. INVOICES AND PAYMENTS a. Maintenance Service (1) Invoices for maintenance service shall be submitted by the Contractor on a quarterly or monthly basis, after the completion of such period. Maintenance charges must be paid in arrears (31 U.S.C. 3324). PROMPT PAYMENT DISCOUNT, IF APPLICABLE, SHALL BE SHOWN ON THE INVOICE. (2) Payment for maintenance service of less than one month's duration shall be prorated at 1/30th of the monthly rate for each calendar day. 56 Page | 29 b. Repair Service and Repair Parts/Spare Parts Invoices for repair service and parts shall be submitted by the Contractor as soon as possible after completion of work. Payment under blanket purchase agreements will be made quarterly or monthly, except where cash payment procedures are used. Invoices shall be submitted separately to each ordering activity office ordering services under the contract. The cost of repair parts shall be shown as a separate item on the invoice, and shall be priced in accordance with paragraph #10, above. PROMPT PAYMENT DISCOUNT, IF APPLICABLE, SHALL BE SHOWN ON THE INVOICE. Repair service and repair parts/spare parts are not covered under the scope of this contract. 57 Page | 30 1. INSPECTION/ACCEPTANCE The Contractor shall only tender for acceptance those items that conform to the requirements of this contract. The ordering activity reserves the right to inspect or test any software that has been tendered for acceptance. The ordering activity may require repair or replacement of nonconforming software at no increase in contract price. The ordering activity must exercise its postacceptance rights (1) within a reasonable time after the defect was discovered or should have been discovered; and (2) before any substantial change occurs in the condition of the software, unless the change is due to the defect in the software. 2. ENTERPRISE USER LICENSE AGREEMENTS REQUIREMENTS (EULA) The Contractor shall provide all Enterprise User License Agreements in an editable Microsoft Office (Word) format. 3. GUARANTEE/WARRANTY a. Unless specified otherwise in this contract, the Contractor’s standard commercial guarantee/warranty as stated in the contract’s commercial pricelist will apply to this contract. Please Refer to GSAADVANTAGE! For Specific Information Regarding Warranty b. The Contractor warrants and implies that the items delivered hereunder are merchantable and fit for use for the particular purpose described in this contract. If no implied warranties are given, an express warranty of at least 60 days must be given in accordance with FAR 12.404(b)(2). c. Limitation of Liability. Except as otherwise provided by an express or implied warranty, the Contractor will not be liable to the ordering activity for consequential damages resulting from any defect or deficiencies in accepted items. 4. TECHNICAL SERVICES The Contractor, without additional charge to the ordering activity, shall provide a hot line technical support number 888-662-2724 for the purpose of providing user assistance and guidance in the implementation of the software. The technical support number is available from 8 AM Eastern Time to 5 PM Eastern Time. 5. SOFTWARE MAINTENANCE a. Software maintenance as it is defined: X 1. Software Maintenance as a Product (SIN 132-32 or SIN 132-33) Software maintenance as a product includes the publishing of bug/defect fixes via patches and updates/upgrades in function and technology to maintain the operability and usability of the software product. It may also include other no charge support that are included in the purchase price of the product in the commercial marketplace. No charge support includes items such as user blogs, discussion forums, on-line help libraries and FAQs (Frequently Asked Questions), hosted chat rooms, and limited telephone, email and/or web-based general technical support for user’s self-diagnostics. Software maintenance as a product does NOT include the creation, design, implementation, integration, etc. of a software package. These examples are considered software maintenance as a service. Software Maintenance as a product is billed at the time of purchase. TERMS AND CONDITIONS APPLICABLE TO TERM SOFTWARE LICENSES (SPECIAL ITEM NUMBER 132-32), PERPETUAL SOFTWARE LICENSES (SPECIAL ITEM NUMBER 132-33) AND MAINTENANCE AS A SERVICE (SPECIAL ITEM NUMBER 132-34) OF GENERAL PURPOSE COMMERCIAL INFORMATION TECHNOLOGY SOFTWARE 58 Page | 31 X 2. Software Maintenance as a Service (SIN 132-34) Software maintenance as a service creates, designs, implements, and/or integrates customized changes to software that solve one or more problems and is not included with the price of the software. Software maintenance as a service includes person-to-person communications regardless of the medium used to communicate: telephone support, on-line technical support, customized support, and/or technical expertise which are charged commercially. Software maintenance as a service is billed arrears in accordance with 31 U.S.C. 3324. Software maintenance as a service is billed in arrears in accordance with 31 U.S.C. 3324. b. Invoices for maintenance service shall be submitted by the Contractor on a quarterly or monthly basis, after the completion of such period. Maintenance charges must be paid in arrears (31 U.S.C. 3324). PROMPT PAYMENT DISCOUNT, IF APPLICABLE, SHALL BE SHOWN ON THE INVOICE. 6. PERIODS OF TERM LICENSES (SIN 132-32) AND MAINTENANCE (SIN 132-34) a. The Contractor shall honor orders for periods for the duration of the contract period or a lessor period of time. b. Term licenses and/or maintenance may be discontinued by the ordering activity on thirty (30) calendar days written notice to the Contractor. c. Annual Funding. When annually appropriated funds are cited on an order for term licenses and/or maintenance, the period of the term licenses and/or maintenance shall automatically expire on September 30 of the contract period, or at the end of the contract period, whichever occurs first. Renewal of the term licenses and/or maintenance orders citing the new appropriation shall be required, if the term licenses and/or maintenance is to be continued during any remainder of the contract period. d. Cross-Year Funding Within Contract Period. Where an ordering activity’s specific appropriation authority provides for funds in excess of a 12 month (fiscal year) period, the ordering activity may place an order under this schedule contract for a period up to the expiration of the contract period, notwithstanding the intervening fiscal years. e. Ordering activities should notify the Contractor in writing thirty (30) calendar days prior to the expiration of an order, if the term licenses and/or maintenance is to be terminated at that time. Orders for the continuation of term licenses and/or maintenance will be required if the term licenses and/or maintenance is to be continued during the subsequent period. 7. CONVERSION FROM TERM LICENSE TO PERPETUAL LICENSE a. The ordering activity may convert term licenses to perpetual licenses for any or all software at any time following acceptance of software. At the request of the ordering activity the Contractor shall furnish, within ten (l0) calendar days, for each software product that is contemplated for conversion, the total amount of conversion credits which have accrued while the software was on a term license and the date of the last update or enhancement. b. Conversion credits which are provided shall, within the limits specified, continue to accrue from one contract period to the next, provided the software remains on a term license within the ordering activity. c. The term license for each software product shall be discontinued on the day immediately preceding the effective date of conversion from a term license to a perpetual license. d. The price the ordering activity shall pay will be the perpetual license price that prevailed at the time such software was initially ordered under a term license, or the perpetual license price prevailing at the time of conversion from a term license to a perpetual license, whichever is the less, minus an amount equal to % of all term license payments during the period that the software was under a term license within the ordering activity. Not available under the scope of this contract. 59 Page | 32 8. TERM LICENSE CESSATION a. After a software product has been on a continuous term license for a period of * months, a fully paid-up, non-exclusive, perpetual license for the software product shall automatically accrue to the ordering activity. The period of continuous term license for automatic accrual of a fully paid-up perpetual license does not have to be achieved during a particular fiscal year; it is a written Contractor commitment which continues to be available for software that is initially ordered under this contract, until a fully paid-up perpetual license accrues to the ordering activity. However, should the term license of the software be discontinued before the specified period of the continuous term license has been satisfied, the perpetual license accrual shall be forfeited. b. The Contractor agrees to provide updates and maintenance service for the software after a perpetual license has accrued, at the prices and terms of Special Item Number l32-34, if the licensee elects to order such services. Title to the software shall remain with the Contractor. Not available under the scope of this contract. 9. UTILIZATION LIMITATIONS - (SIN 132-32, SIN 132-33, AND SIN 132-34) a. Software acquisition is limited to commercial computer software defined in FAR Part 2.101. b. When acquired by the ordering activity, commercial computer software and related documentation so legend shall be subject to the following: (1) Title to and ownership of the software and documentation shall remain with the Contractor, unless otherwise specified. (2) Software licenses are by site and by ordering activity. An ordering activity is defined as a cabinet level or independent ordering activity. The software may be used by any subdivision of the ordering activity (service, bureau, division, command, etc.) that has access to the site the software is placed at, even if the subdivision did not participate in the acquisition of the software. Further, the software may be used on a sharing basis where multiple agencies have joint projects that can be satisfied by the use of the software placed at one ordering activity's site. This would allow other agencies access to one ordering activity's database. For ordering activity public domain databases, user agencies and third parties may use the computer program to enter, retrieve, analyze and present data. The user ordering activity will take appropriate action by instruction, agreement, or otherwise, to protect the Contractor's proprietary property with any third parties that are permitted access to the computer programs and documentation in connection with the user ordering activity's permitted use of the computer programs and documentation. For purposes of this section, all such permitted third parties shall be deemed agents of the user ordering activity. (3) Except as is provided in paragraph 8.b(2) above, the ordering activity shall not provide or otherwise make available the software or documentation, or any portion thereof, in any form, to any third party without the prior written approval of the Contractor. Third parties do not include prime Contractors, subcontractors and agents of the ordering activity who have the ordering activity's permission to use the licensed software and documentation at the facility, and who have agreed to use the licensed software and documentation only in accordance with these restrictions. This provision does not limit the right of the ordering activity to use software, documentation, or information therein, which the ordering activity may already have or obtains without restrictions. (4) The ordering activity shall have the right to use the computer software and documentation with the computer for which it is acquired at any other facility to which that computer may be transferred, or in cases of Disaster Recovery, the ordering activity has the right to transfer the software to another site if the ordering activity site for which it is acquired is deemed to be unsafe for ordering activity personnel; to use the computer software and documentation with a backup computer when the primary computer is inoperative; to copy computer programs for safekeeping (archives) or backup purposes; to transfer a copy of the software to another site for purposes of benchmarking new hardware and/or software; and to modify the software and documentation or combine it with other software, provided that the unmodified portions shall remain subject to these restrictions. 60 Page | 33 (5) "Commercial Computer Software" may be marked with the Contractor's standard commercial restricted rights legend, but the schedule contract and schedule pricelist, including this clause, "Utilization Limitations" are the only governing terms and conditions, and shall take precedence and supersede any different or additional terms and conditions included in the standard commercial legend 10. SOFTWARE CONVERSIONS - (SIN 132-32 AND SIN 132-33) Full monetary credit will be allowed to the ordering activity when conversion from one version of the software to another is made as the result of a change in operating system, or from one computer system to another. Under a perpetual license (132-33), the purchase price of the new software shall be reduced by the amount that was paid to purchase the earlier version. Under a term license (132-32), conversion credits which accrued while the earlier version was under a term license shall carry forward and remain available as conversion credits which may be applied towards the perpetual license price of the new version. 11. DESCRIPTIONS AND EQUIPMENT COMPATIBILITY The Contractor shall include, in the schedule pricelist, a complete description of each software product and a list of equipment on which the software can be used. Also, included shall be a brief, introductory explanation of the modules and documentation which are offered. 12. RIGHT-TO-COPY PRICING The Contractor shall insert the discounted pricing for right-to-copy licenses. Not available under the scope of this contract. 61 Page | 34 TERMS AND CONDITIONS APPLICABLE TO PURCHASE OF CLOUD COMPUTING SERVICES (SPECIAL ITEM NUMBER 132 40) 1. SCOPE The prices, terms and conditions stated under Special Item Number (SIN) 132-40 Cloud Computing Services apply exclusively to Cloud Computing Services within the scope of this Information Technology Schedule. This SIN provides ordering activities with access to technical services that run in cloud environments and meet the NIST Definition of Cloud Computing Essential Characteristics. Services relating to or impinging on cloud that do not meet all NIST essential characteristics should be listed in other SINs. The scope of this SIN is limited to cloud capabilities provided entirely as a service. Hardware, software and other artifacts supporting the physical construction of a private or other cloud are out of scope for this SIN. Currently, an Ordering Activity can procure the hardware and software needed to build on premise cloud functionality, through combining different services on other IT Schedule 70 SINs (e.g. 132-51). Sub-categories in scope for this SIN are the three NIST Service Models: Software as a Service (SaaS), Platform as a Service (PaaS), and Infrastructure as a Service (IaaS). Offerors may optionally select a single sub-category that best fits a proposed cloud service offering. Only one sub-category may be selected per each proposed cloud service offering. Offerors may elect to submit multiple cloud service offerings, each with its own single sub-category. The selection of one of three sub-categories does not prevent Offerors from competing for orders under the other two sub-categories. See service model guidance for advice on sub-category selection. Sub-category selection within this SIN is optional for any individual cloud service offering, and new cloud computing technologies that do not align with the aforementioned three sub-categories may be included without a sub-category selection so long as they comply with the essential characteristics of cloud computing as outlined by NIST. See Table 1 for a representation of the scope and sub-categories. Table 1: Cloud Computing Services SIN 62 Page | 35 2. RESPONSIBILITIES OF THE CONTRACTOR The Contractor shall comply with all laws, ordinances, and regulations (Federal, State, City, or otherwise) covering work of this character. a. Acceptance Testing Any required Acceptance Test Plans and Procedures shall be negotiated by the Ordering Activity at task order level. The Contractor shall perform acceptance testing of the systems for Ordering Activity approval in accordance with the approved test procedures. b. Training If training is provided commercially the Contractor shall provide normal commercial installation, operation, maintenance, and engineering interface training on the system. Contractor is responsible for indicating if there are separate training charges. c. Information Assurance/Security Requirements The contractor shall meet information assurance/security requirements in accordance with the Ordering Activity requirements at the Task Order level. d. Related Professional Services The Contractor is responsible for working with the Ordering Activity to identify related professional services and any other services available on other SINs that may be associated with deploying a complete cloud solution. Any additional substantial and ongoing professional services related to the offering such as integration, migration, and other cloud professional services are out of scope for this SIN. e. Performance of Cloud Computing Services The Contractor shall respond to Ordering Activity requirements at the Task Order level with proposed capabilities to Ordering Activity performance specifications or indicate that only standard specifications are offered. In all cases the Contractor shall clearly indicate standard service levels, performance and scale capabilities. The Contractor shall provide appropriate cloud computing services on the date and to the extent and scope agreed to by the Contractor and the Ordering Activity. f. Reporting The Contractor shall respond to Ordering Activity requirements and specify general reporting capabilities available for the Ordering Activity to verify performance, cost and availability. In accordance with commercial practices, the Contractor may furnish the Ordering Activity/user with a monthly summary Ordering Activity report. 3. RESPONSIBILITIES OF THE ORDERING ACTIVITY The Ordering Activity is responsible for indicating the cloud computing services requirements unique to the Ordering Activity. Additional requirements should not contradict existing SIN or IT Schedule 70 Terms and Conditions. Ordering Activities should include (as applicable) Terms & Conditions to address Pricing, Security, Data Ownership, Geographic Restrictions, Privacy, SLAs, etc. Cloud services typically operate under a shared responsibility model, with some responsibilities assigned to the Cloud Service Provider (CSP), some assigned to the Ordering Activity, and others shared between the two. The distribution of responsibilities will vary between providers and across service models. Ordering activities should engage with CSPs to fully understand and evaluate the shared responsibility model proposed. Federal Risk and Authorization Management Program (FedRAMP) documentation will be helpful regarding the security aspects of shared responsibilities, but operational aspects may require additional discussion with the provider. a. Ordering Activity Information Assurance/Security Requirements Guidance i. The Ordering Activity is responsible for ensuring to the maximum extent practicable that each requirement issued is in compliance with the Federal Information Security Management Act (FISMA) as applicable. 63 Page | 36 ii. The Ordering Activity shall assign a required impact level for confidentiality, integrity and availability (CIA) prior to issuing the initial statement of work.2 The Contractor must be capable of meeting at least the minimum security requirements assigned against a low-impact information system in each CIA assessment area (per FIPS 200) and must detail the FISMA capabilities of the system in each of CIA assessment area. iii. Agency level FISMA certification, accreditation, and evaluation activities are the responsibility of the Ordering Activity. The Ordering Activity reserves the right to independently evaluate, audit, and verify the FISMA compliance for any proposed or awarded Cloud Computing Services. iv. The Ordering Activity has final responsibility for assessing the FedRAMP status of the service, complying with and making a risk-based decision to grant an Authorization to Operate (ATO) for the cloud computing service, and continuous monitoring. A memorandum issued by the Office of Management and Budget (OMB) on Dec 8, 2011 outlines the responsibilities of Executive departments and agencies in the context of FedRAMP compliance. 3 v. Ordering activities are responsible for determining any additional information assurance and security related requirements based on the nature of the application and relevant mandates. b. Deployment Model If a particular deployment model (Private, Public, Community, or Hybrid) is desired, Ordering Activities are responsible for identifying the desired model(s). Alternately, Ordering Activities could identify requirements and assess Contractor responses to determine the most appropriate deployment model(s). c. Delivery Schedule The Ordering Activity shall specify the delivery schedule as part of the initial requirement. The Delivery Schedule options are found in Information for Ordering Activities Applicable to All Special Item Numbers. d. Interoperability Ordering Activities are responsible for identifying interoperability requirements. Ordering Activities should clearly delineate requirements for API implementation and standards conformance. e. Performance of Cloud Computing Services The Ordering Activity should clearly indicate any custom minimum service levels, performance and scale requirements as part of the initial requirement. f. Reporting The Ordering Activity should clearly indicate any cost, performance or availability reporting as part of the initial requirement. g. Privacy The Ordering Activity should specify the privacy characteristics of their service and engage with the Contractor to determine if the cloud service is capable of meeting Ordering Activity requirements. For example, a requirement could be requiring assurance that the service is capable of safeguarding Personally Identifiable Information (PII), in accordance with NIST SP 800-1224 and OMB memos M-06-165 and M-07-166. An Ordering Activity will determine what data elements constitute PII according to OMB Policy, NIST Guidance and Ordering Activity policy. ________________________________________________ 2 Per Federal Information Processing Standards Publication 199 & 200 (FIPS 199, “Standards for Security Categorization of Federal Information and Information Systems”) (FIPS 200, “Minimum Security Requirements for Federal Information and Information Systems”) 3 MEMORANDUM FOR CHIEF INFORMATION OFFICERS: Security Authorization of Information Systems in Cloud Computing Environments. December 8, 2011. 64 Page | 37 h. Accessibility The Ordering Activity should specify the accessibility characteristics of their service and engage with the Contractor to determine the cloud service is capable of meeting Ordering Activity requirements. For example, a requirement could require assurance that the service is capable of providing accessibility based on Section 508 of the Rehabilitation Act of 1973 (29 U.S.C. 794d). i. Geographic Requirements Ordering activities are responsible for specifying any geographic requirements and engaging with the Contractor to determine that the cloud services offered have the capabilities to meet geographic requirements for all anticipated task orders. Common geographic concerns could include whether service data, processes and related artifacts can be confined on request to the United States and its territories, or the continental United States (CONUS). j. Data Ownership and Retrieval and Intellectual Property Intellectual property rights are not typically transferred in a cloud model. In general, CSPs retain ownership of the Intellectual Property (IP) underlying their services and the customer retains ownership of its intellectual property. The CSP gives the customer a license to use the cloud services for the duration of the contract without transferring rights. The government retains ownership of the IP and data they bring to the customized use of the service as spelled out in the FAR and related materials. General considerations of data ownership and retrieval are covered under the terms of Schedule 70 and the FAR and other laws, ordinances, and regulations (Federal, State, City, or otherwise). Because of considerations arising from cloud shared responsibility models, ordering activities should engage with the Contractor to develop more cloud- specific understandings of the boundaries between data owned by the government and that owned by the cloud service provider, and the specific terms of data retrieval. In all cases, the Ordering Activity should enter into an agreement with a clear and enforceable understanding of the boundaries between government and cloud service provider data, and the form, format and mode of delivery for each kind of data belonging to the government. The Ordering Activity should expect that the Contractor shall transfer data to the government at the government's request at any time, and in all cases when the service or order is terminated for any reason, by means, in formats and within a scope clearly understood at the initiation of the service. Example cases that might require clarification include status and mode of delivery for: • Configuration information created by the government and affecting the government’s use of the cloud provider’s service. • Virtual machine configurations created by the government but operating on the cloud provider’s service. • Profile, configuration and other metadata used to configure SaaS application services or PaaS platform services. The key is to determine in advance the ownership of classes of data and the means by which Government owned data can be returned to the Government. ____________________________________ 4 NIST SP 800-122, “Guide to Protecting the Confidentiality of Personally Identifiable Information (PII)” 5 OMB memo M-06-16: Protection of Sensitive Agency Information http://www.whitehouse.gov/sites/default/files/omb/memoranda/fy2006/m06-16.pdf 6 OMB Memo M-07-16: Safeguarding Against and Responding to the Breach of Personally Identifiable Information http://www.whitehouse.gov/sites/default/files/omb/memoranda/fy2007/m07-16.pdf 65 Page | 38 k. Service Location Distribution The Ordering Activity should determine requirements for continuity of operations and performance and engage with the Contractor to ensure that cloud services have adequate service location distribution to meet anticipated requirements. Typical concerns include ensuring that: • Physical locations underlying the cloud are numerous enough to provide continuity of operations and geographically separate enough to avoid an anticipated single point of failure within the scope of anticipated emergency events. • Service endpoints for the cloud are able to meet anticipated performance requirements in terms of geographic proximity to service requestors. Note that cloud providers may address concerns in the form of minimum distance between service locations, general regions where service locations are available, etc. l. Related Professional Services Ordering activities should engage with Contractors to discuss the availability of limited assistance with initial setup, training and access to the services that may be available through this SIN. Any additional substantial and ongoing professional services related to the offering such as integration, migration, and other cloud professional services are out of scope for this SIN. Ordering activities should consult the appropriate GSA professional services schedule. 4. GUIDANCE FOR CONTRACTORS This section offers guidance for interpreting the Contractor Description Requirements in Table 2, including the NIST essential cloud characteristics, service models and deployment models. This section is not a list of requirements. Contractor-specific definitions of cloud computing characteristics and models or significant variances from the NIST essential characteristics or models are discouraged and will not be considered in the scope of this SIN or accepted in response to Factors for Evaluation. The only applicable cloud characteristics, service model/subcategories and deployment models for this SIN will be drawn from the NIST 800-145 special publication. Services qualifying for listing as cloud computing services under this SIN must substantially satisfy the essential characteristics of cloud computing as documented in the NIST Definition of Cloud Computing SP 800-1457 . Contractors must select deployment models corresponding to each way the service can be deployed. Multiple deployment model designations for a single cloud service are permitted but at least one deployment model must be selected. In addition, contractors submitting services for listing under this SIN are encouraged to select a subcategory for each service proposed under this SIN with respect to a single principal NIST cloud service model that most aptly characterizes the service. Service model categorization is optional. Both service and deployment model designations must accord with NIST definitions. Guidance is offered in this document on making the most appropriate selection. a. NIST Essential Characteristics General Guidance NIST’s essential cloud characteristics provide a consistent metric for whether a service is eligible for inclusion in this SIN. It is understood that due to legislative, funding and other constraints that government entities cannot always leverage a cloud service to the extent that all NIST essential characteristics are commercially available. For the purposes of the Cloud SIN, meeting the NIST essential characteristics is determined by whether each essential capability of the commercial service is available for the service, whether or not the Ordering Activity actually requests or implements the capability. The guidance in Table 3 offers examples of how services might or might not be included based on the essential characteristics, and how the Contractor should interpret the characteristics in light of current government contracting processes. ____________________________________ 7 http://csrc.nist.gov/publications/nistpubs/800-145/SP800-145.pdf 66 Page | 39 Table 3: Guidance on Meeting NIST Essential Characteristics 67 Page | 40 68 Page | 41 Inheriting Essential Characteristics Cloud services may depend on other cloud services, and cloud service models such as PaaS and SaaS are able to inherit essential characteristics from other cloud services that support them. For example a PaaS platform service can inherit the broad network access made available by the IaaS service it runs on, and in such a situation would be fully compliant with the broad network access essential characteristic. Services inheriting essential characteristics must make the inherited characteristic fully available at their level of delivery to claim the relevant characteristic by inheritance. Inheriting characteristics does not require the inheriting provider to directly bundle or integrate the inherited service, but it does require a reasonable measure of support and identification. For example, the Ordering Activity may acquire an IaaS service from “Provider A” and a PaaS service from “Provider B”. The PaaS service may inherit broad network access from “Provider A” but must identify and support the inherited service as an acceptable IaaS provider. Assessing Broad Network Access Typically broad network access for public deployment models implies high bandwidth access from the public internet for authorized users. In a private cloud deployment internet access might be considered broad access, as might be access through a dedicated shared high bandwidth network connection from the Ordering Activity, in accord with the private nature of the deployment model. Resource Pooling and Private Cloud All cloud resource pools are finite, and only give the appearance of infinite resources when sufficiently large, as is sometimes the case with a public cloud. The resource pool supporting a private cloud is typically smaller with more visible limits. A finite pool of resources purchased as a private cloud service qualifies as resource pooling so long as the resources within the pool can be dynamically allocated to the ultimate users of the resource, even though the pool itself appears finite to the Ordering Activity that procures access to the pool as a source of dynamic service allocation. b. NIST Service Model The Contractor may optionally document the service model of cloud computing (e.g. IaaS, PaaS, SaaS, or a combination thereof, that most closely describes their offering, using the definitions in The NIST Definition of Cloud Computing SP 800-145. The following guidance is offered for the proper selection of service models. 69 Page | 42 NIST’s service models provide this SIN with a set of consistent sub-categories to assist ordering activities in locating and comparing services of interest. Service model is primarily concerned with the nature of the service offered and the staff and activities most likely to interact with the service. Contractors should select a single service model most closely corresponding to their proposed service based on the guidance below. It is understood that cloud services can technically incorporate multiple service models and the intent is to provide the single best categorization of the service. Contractors should take care to select the NIST service model most closely corresponding to each service offered. Contractors should not invent, proliferate or select multiple cloud service model sub-categories to distinguish their offerings, because ad-hoc categorization prevents consumers from comparing similar offerings. Instead vendors should make full use of the existing NIST categories to the fullest extent possible. For example, in this SIN an offering commercially marketed by a Contractor as “Storage as a Service” would be properly characterized as Infrastructure as a Service (IaaS), storage being a subset of infrastructure. Services commercially marketed as “LAMP as a Service” or “Database as a Service” would be properly characterized under this SIN as Platform as a Service (PaaS), as they deliver two kinds of platform services. Services commercially marketed as “Travel Facilitation as a Service” or “Email as a Service” would be properly characterized as species of Software as a Service (SaaS) for this SIN. However, Contractors can and should include appropriate descriptions (include commercial marketing terms) of the service in the full descriptions of the service’s capabilities. When choosing between equally plausible service model sub-categories, Contractors should consider several factors: 1) Visibility to the Ordering Activity. Service model sub-categories in this SIN exist to help Ordering Activities match their requirements with service characteristics. Contractors should select the most intuitive and appropriate service model from the point of view of an Ordering Activity. 2) Primary Focus of the Service. Services may offer a mix of capabilities that span service models in the strict technical sense. For example, a service may offer both IaaS capabilities for processing and storage, along with some PaaS capabilities for application deployment, or SaaS capabilities for specific applications. In a service mix situation the Contractor should select the service model that is their primary focus. Alternatively contractors may choose to submit multiple service offerings for the SIN, each optionally and separately subcategorized. 3) Ordering Activity Role. Contractors should consider the operational role of the Ordering Activity’s primary actual consumer or operator of the service. For example services most often consumed by system managers are likely to fit best as IaaS; services most often consumed by application deployers or developers as PaaS, and services most often consumed by business users as SaaS. 4) Lowest Level of Configurability. Contractors can consider IaaS, PaaS and SaaS as an ascending hierarchy of complexity, and select the model with the lowest level of available Ordering Activity interaction. As an example, virtual machines are an IaaS service often bundled with a range of operating systems, which are PaaS services. The Ordering Activity usually has access to configure the lower level IaaS service, and the overall service should be considered IaaS. In cases where the Ordering Activity cannot configure the speed, memory, network configuration, or any other aspect of the IaaS component, consider categorizing as a PaaS service. Cloud management and cloud broker services should be categorized based on their own characteristics and not those of the other cloud services that are their targets. Management and broker services typically fit the SaaS service model, regardless of whether the services they manage are SaaS, PaaS or IaaS. Use Table 3 to determine which service model is appropriate for the cloud management or cloud broker services, or, alternately choose not to select a service model for the service. The guidance in Table 3 offers examples of how services might be properly mapped to NIST service models and how a Contractor should interpret the service model sub-categories. 70 Page | 43 Table 3: Guidance on Mapping to NIST Service Models 71 Page | 44 72 Page | 45 c. Deployment Model Deployment models (e.g. private, public, community, or hybrid) are not restricted at the SIN level and any specifications for a deployment model are the responsibility of the Ordering Activity. 73 Page | 46 Multiple deployment model selection is permitted, but at least one model must be selected. The guidance in Table 4 offers examples of how services might be properly mapped to NIST deployment models and how the Contractor should interpret the deployment model characteristics. Contractors should take care to select the range of NIST deployment models most closely corresponding to each service offered. Note that the scope of this SIN does not include hardware or software components used to construct a cloud, only cloud capabilities delivered as a service, as noted in the Scope section. Table 4: Guidance for Selecting a Deployment Model 74 Page | 47 Cloud Supplemental Attachment A ServiceNow Introduction ServiceNow operates the only enterprise service management cloud platform granted JAB P-ATO status to-date. The ServiceNow Service Automation Government Cloud Suite is a suite of natively integrated applications designed to support IT service automation, resource management and shared support services. ServiceNow is built on modern web technologies. The ServiceNow platform includes easy-to-use, point-and-click customization tools to help customers create solutions for unique business requirements. ServiceNow applications cover all Information Technology Infrastructure Library (ITIL) processes and are natively integrated on a single platform providing web intuitiveness and unprecedented process automation. Adherence to Essential Cloud Characteristics ServiceNow meets federally defined essential characteristics of a Cloud Service in the following ways: On-Demand Self Service: ServiceNow’s Government cloud is based on a multi-instance architecture, giving every customer their own unique application logic and database. All customers are able to fully customize their cloud services without the need to combine their data with any other customer instance Broad Network Access: ServiceNow users can easily access the application via their preferred web browser from any device. Resource Pooling: ServiceNow’s robust cloud infrastructure runs on its own applications and utilizes industry best-of- breed technology to automate mission critical functionalities in the cloud service with around-the-clock delivery. ServiceNow achieves flexibility and control in its ability to deliver a stable user experience to the customer by having a logical single tenant architecture. Rapid Elasticity: ServiceNow’s highly available multi-instance architecture gives customers the ability to perform millions of transactions using a large and complex CMDB as the single-system of record containing millions of configuration items. Customer instances are deployed on a per-customer basis, allowing the multi-instance cloud to scale horizontally and infinitely. Measured Service: ServiceNow provides a Real Availability Dashboard that shows availability from the customer perspective. This refers to the percentage of production time that an instance is up and available for use. Deployment Model The ServiceNow Government Community Cloud uses Continental United States (CONUS)-based dedicated infrastructure (facilities, servers, databases, networking devices) to process, store, and transmit government information using a multi-instance architecture. This Government Community Cloud is available for use by United States Federal, State, Local, and Tribal Government with registered .gov or .mil domain addresses, Government Consultants, and Federally Funded Research and Development Centers (FFRDC). Service Model The ServiceNow Service Automation Government SaaS Cloud Suite is a suite of natively integrated applications designed to support IT service automation, resource management and shared support services. ServiceNow is built on modern web technologies. The ServiceNow platform includes easy-to-use, point-and-click customization tools to help customers create solutions for unique business requirements. ServiceNow applications cover all Information Technology Infrastructure Library (ITIL) processes and are natively integrated on a single platform providing web intuitiveness and unprecedented process automation. 75 Page | 48 76 Page | 49 Cloud Supplemental Attachment B Virtrustream Introduction The Virtustream Federal Cloud (VFC) is developed to provide Infrastructure as a Service (IaaS) cloud hosting solutions to U.S. Federal Agencies, State, and Local government and authorities (collectively referenced as the “Customer”). The major component of the VFC is the secure high-performance cloud platform, xStream Platform, which enables customers to run and manage virtual servers, storage and networks in a secure virtual-private cloud within the dedicated government entity-only multi-tenant cloud with consumption-based billing including the micro-VM sub-virtual machine billing metric. Virtustream’s customers require that their data in storage, processing and transmission are handled securely. The VFC design reflects the security controls listed in the NIST SP 800-53, Revision 4, Security and Privacy Controls for Federal Information Systems and Organizations, and the required FedRAMP controls as specified by the Joint Authorization Board (JAB). Adherence to Essential Cloud Characteristics The Virtustream Federal Cloud (VFC) is an Infrastructure as a Service (IaaS) Government Community cloud that meets Federally defined essential characteristics of a Cloud Service. VFC meets those characteristics in the following ways: On-Demand Self Service: VFC Government Customers provision and manage virtual compute, memory, storage, and networking resources via xStream cloud management portal. Following successful two-factor authentication users simply use xStream management tools and capabilities to build, configure and manage their systems all on a secure and compliant infrastructure. Broad Network Access: VFC Government users can access the system via secure MPLS and IPSEC VPN while they focus on developing applications compatible with any computing device. Resource Pooling: VFC workloads leverage a dedicated allocation of CPU, memory, and storage to manage workloads efficiency within a FedRAMP compliant multi-tenet environment. Size of resource pools are configurable based upon specific requirements of the workload. Rapid Elasticity: The xStream App Director module is a macro-orchestrator. Through a library of blueprints, App Director automates interdependent and sequenced actions across the various system components of an application landscape to perform a particular type of action on the environment. Virtustream not only addresses the automation of these management functions for enterprise applications, but also for the full ecosystem of web applications that interface with these core systems. xStream App Director allows enterprise business users and system administrators to automate in-life management of enterprise applications to significantly lower total cost of ownership. Measured Service: µVM resource management is Virtustream’s patented, innovative cloud resource management technology. A µVM is a standardized, fine-grained bundle of the most critical computing resources needed to run your applications—including measurements of CPU, memory, IOPS and networking bandwidth. The specific values of these resources are based on Virtustream’s own statistical research and analysis of tens of thousands of data points across many thousands of machines. As a result, the µVM is a platform-independent unit of measure that applies regardless of hypervisor or processor. Deployment Model Virtustream Federal Cloud was built as a FedRAMP compliant community cloud to handle the most critical applications for the most complex IT landscapes in the world. With our deep public sector experience, application-level performance guarantees and true consumption-based billing, you can transform your entire IT organization. Free your internal IT resources while improving the efficiency and cost effectiveness of your biggest, most critical applications. 77 Page | 50 Mission-critical applications, like SAP, Oracle and others, don’t just run in Virtustream Federal Cloud—they perform more efficiently than ever before. Because Virtustream Federal Cloud was built from the ground up to deliver outstanding performance and availability, we back our offerings with industry-leading service level agreements at the application level. Security comes standard with Virtustream Federal Cloud. Our cloud was built to handle the most sensitive types of data, all with the appropriate compliance and security standards. Integrate and automate security, compliance and other functions—and get a real-time, predictive picture of your entire enterprise risk management (ERM) landscape. Our professional services teams and suppliers specialize in supporting federal, state and local entities—helping them meet mandatory requirements Service Model The Virtustream Federal Cloud (VFC) is a FedRAMP-compliant, multitenant, Infrastructure-as-a-Service (IaaS) cloud platform built to handle the most critical applications for the most complex IT landscapes in the world. With our deep public sector experience, application-level performance guarantees and true consumption-based billing, you can transform your entire IT organization. Free your internal IT resources while improving the efficiency and cost effectiveness of your biggest, most critical applications. 78 Page | 51 Cloud Supplemental Attachment C Veritas Introduction As the 2019 ‘Managing Government Records’ directive is getting closer, Federal Agencies are at a critical turning point for the management of records. Having a federal information archiving strategy is more important now than ever before for protecting records, ensuring compliance and building a digital government. World Class Technology Partners EV 247 brings together the best cloud archiving services in the world and gives agencies great experiences, simplicity and security. Combining the expertise of Veritas, Microsoft Azure, ProjectHosts, and bluesource, EV247 has all the benefits of a cloud service, with unlimited storage, affordable data migration and freedom to control the archive to deliver the modern, secure, data management system Federal Agencies require. We deliver end-to-end service without having to deal with multiple suppliers and budgets. With the best-partnered cloud archiving services, we take away the complexity, without compromise. FedRAMP authorized product As the only FedRAMP authorized cloud archiving solution, EV247 reaches requirements no other cloud archiving solution can. A move to cloud archiving will secure your data with a Capsource & FedRAMP accredited system that provides more storage and a modern secure system. Adherence to Essential Cloud Characteristics As an innovator in the provision of cloud archiving solutions bluesource believe our skills and services are prepared to deal with Federal Agencies’ sensitive data. As EV247 is uniquely the only FedRAMP approved, Capsource accredited cloud archiving specialists available throughout the U.S. we offer the reassurance that reinforces our unique cloud archiving. 79 Page | 52 On-Demand Self Service: With seamless integration into the leading email clients, users don’t need to search or manage a separate archive mailbox. All mailbox interaction is through the user’s existing mail interface and fully self-service. Broad Network Access: Ease the burden as the 2019 deadline approaches with a solution like EV247 that delivers the rich functionality of Enterprise Vault with massively-scalable, long-term storage, an intuitive user experience and the freedom to access information from anywhere, across all devices. Resource Pooling: EV247 workloads leverage a dedicated allocation of CPU, memory, and storage to manage workloads efficiency within a FedRAMP compliant multi-tenet environment. Size of resource pools are configurable based upon specific requirements of the workload. Rapid Elasticity: Combining the expertise of Veritas, Microsoft Azure and bluesource, EV247 has all the benefits of a cloud service, with unlimited storage, affordable data migration and freedom to control the archive to deliver the modern, secure, data management system Federal Agencies require. Measured Service: Resource usage is monitored and tracked by mailbox or capacity across resource pools. These statistics are provided via native reporting tools for consumption and analysis. Deployment Model EV247 was built as a FedRAMP compliant hybrid cloud solution that enables quick information access and secure data management, without compromise for Federal Agencies. Utilizing EV247’s hybrid approach, federal agencies will realize the benefits of fixed operational costs, with minimal spend to migrate from data centers, guaranteed simple transition to the cloud and an easier approach to your archiving and multiple device mobility access needs. Additionally, EV247 eases the burden as the 2019 deadline approaches that delivers the rich functionality of Enterprise Vault with massively-scalable, long-term storage, an intuitive user experience and the freedom to access information from anywhere, across all devices. Service Model The EV247 solution is a FedRAMP-compliant, multitenant, Software-as-a-Service (SaaS) cloud offering built to handle Enterprise Vault Archiving for the most complex IT landscapes in the world. With our deep public sector experience, application-level performance guarantees and true consumption-based billing, you can transform your entire email archiving strategy. Free your internal IT resources while improving the efficiency and cost effectiveness of your most sensitive and essential business resources. 80 Page | 53 TERMS AND CONDITIONS APPLICABLE TO PURCHASE OF CONTINUOUS DIAGNOSTICS AND MITIGATION (CDM) TOOLS (SPECIAL ITEM NUMBER 132 44) 1. SCOPE a. Special Item Number (SIN) 132-44 Continuous Diagnostics and Mitigation (CDM) Tools is a solutions SIN. This SIN includes both hardware and software products and any associated services for the products to include installation, maintenance, and training. b. CDM Tools SIN products and associated services shall comply with all certifications and industry standards as specified by the ordering activity. c. The Contractor shall provide services at the Contractor’s facility and/or at the ordering activity location, as agreed to by the Contractor and the ordering activity. The Contractor shall deliver to any location within the geographic scope of this contract. d. 132- 44 - Continuous Diagnostics and Mitigation Tools - SUBJECT TO COOPERATIVE PURCHASING - Includes Continuous Diagnostics and Mitigation (CDM) Approved Products List (APL) hardware and software products/tools and associated services. The full complement of CDM subcategories includes tools, associated maintenance, and other related activities such as training. e. The 5 subcategories CDM capabilities specified under this SIN are: (1) Manage “What is on the network?”: Identifies the existence of hardware, software, configuration characteristics and known security vulnerabilities. (2) Manage “Who is on the network?”: Identifies and determines the users or systems with access authorization, authenticated permissions and granted resource rights. (3) Manage “How is the network protected?”: Determines the user/system actions and behavior at the network boundaries and within the computing infrastructure. (4) Manage ‘What is happening on the network?”: Prepares for events/incidents, gathers data from appropriate sources; and identifies incidents through analysis of data. (5) Emerging Tools and Technology: Includes CDM cybersecurity tools and technology not in any other subcategory. 5 subcategories represent the scope of the CDM program and reflect widely exercised functional and operational scenarios that CDM is interested in identifying, monitoring and addressing from a security perspective. To provide a holistic security approach, these capabilities adhere to the National Institute of Science and Technology (NIST) Cybersecurity Framework security functions to identify, protect, detect, respond and recover. CDM also supports and can be used in the NIST Risk Management Framework (RMF) to achieve ongoing assessment and authorization. As shown in Table 1, the 5 CDM Tools SIN subcategories cover the previous CDM BPA 15 CDM Tool Functional Areas (TFAs) and allow for future innovation. 81 Page | 54 Table 1: SIN to TFA mapping (1) Manage “What is on the network?” Focus: The primary focus of Manage Assets is to identify “What is on the network?”; that is, to identify the existence of hardware, software, configuration characteristics and known security vulnerabilities. Manage hardware and software baseline system inventory is based on Phase 1 Hardware Asset Management (HWAM) and Software Asset Management (SWAM) requirements that requires the discovery and identification of devices to define a baseline of inventory hardware and software assets to establish the Agency’s span of control. Hardware and software configurations are based on Phase 1 Configuration Settings Management (CSM) requirements to ensure that hardware and software (specifically the operating system and installed applications) assets are securely configured and hardened. Manage vulnerabilities is based on Phase 1 Vulnerability Management (VUL) requirements to identify and manage vulnerabilities in software installed on network devices to minimize exploitation of known software weaknesses. These CDM capabilities cover verification and validation for the existence of hardware infrastructure devices; the accurate identification of approved software components; verification and validation that hardware devices have the correct security configuration settings, and system platform is hardened to reduce the platform attack surface; and the identification and management of risks presented by known software weaknesses that are subject to exploitation. 82 Page | 55 These CDM capabilities support the Cybersecurity Framework functions of: identify, protect and detect. (2) Manage “Who is on the network?” Focus: The primary focus of Manage People is to determine “Who is on the network?”; that is, identify and determine the users or systems with authorized access. Manage People is based on Phase 2 PRIV, CRED, TRUST and BEHAVE requirements that require the management of users/accounts as an asset to assure the appropriate individual has the right access to the right resource. This CDM capability covers the verification and validation of allowed user privileges, issuance and management of user owned credentials, appropriate user security behavior training, trustworthiness, authenticated permissions, and management of resource access rights granted to users. These CDM capabilities support the Cybersecurity Framework functions of: identify, protect and detect. (3) Manage “How is the boundary protected?” Focus: The primary focus of Mange Boundary Protection is to determine “How is the boundary protected?”; that is, to determine the user/system actions and behavior at the physical/logical network boundaries and within the computing infrastructure. “How is the boundary protected?” is based on Phase 3 BOUND requirements to defend physical and logical network boundaries and identify abnormal behavior (of networks and users) that may identify that an incident has occurred. This CDM capability covers verification and validation of logical and physical network interfaces to reduce intrusive, malicious, and disruptive attacks; cryptographic mechanisms ensure confidentiality and integrity of data on the network; and methods to identify security incidents. These CDM capabilities support the Cybersecurity Framework functions of: identify, protect and detect. (4) Manage “What is happening on the network?” Due to the complexity to manage “What is happening on the network?”, this area is covered by three focus areas: a. Manage Events (MNGEVT) b. Operate, Monitor and Improve (OMI) c. Design and Build in Security (DBS) Manage Events Focus: Manage Events is responsible for preparing for events/incidents, gathering appropriate audit data from appropriate sources, identifying incidents through analysis of data, and performing ongoing assessment. Manage Events is based on the Phase 3 MNGEVT requirements to prepare for incidents/events (through processes, policies, and procedures), gather appropriate audit/log data from appropriate sources, and identify events/incidents (network and user abnormal behavior) through the analysis of audit/log data. Manage Events supports the runtime collection of attributes (actual state) and continuous monitoring of the policies related to attributes for Ongoing Assessment (actual state vs. desired state) to enhance current or apply new security and privacy controls and countermeasures. The results of the Ongoing Assessment will be used as inputs to OMI Ongoing Authorization risk assessment process to determine if the level of risk remains acceptable for a given information system to support continued authorization and operation. Ongoing Assessment is the continuous process of comparing security related attributes between the Actual State and the Desired State. This comparison is performed by the CDM Policy Decision Point (PDP). The discrepancy between Actual State and Desired state impacts the security posture of the implementation of NIST SP 800-53 controls and countermeasures. The results of the Ongoing Assessment are used to evaluate 83 Page | 56 the changes in risk posture associated with the discrepancy. Ideally, the Ongoing Assessment process is fully automated with the Desired State being encoded in the CDM PDP and the Actual State being measured using CDM sensors. This CDM capability covers verification and validation of processes, policies, and procedures supporting cybersecurity preparation, audit and log data collection, security analysis of audit/log data, incident reporting to provide forensic evidence of malicious or suspicious behavior, and ongoing assessment. To provide a holistic security approach, this capability adheres to the Cybersecurity Framework security functions to identify, protect, detect, respond and recover CDM also supports and can be used in the NIST Risk Management Framework (RMF) to achieve ongoing assessment and authorization. Operate, Monitor and Improve Focus: Operate, Monitor and Improve is responsible for audit data aggregation, correlation, and analysis, incident prioritization and response, and post-incident activities (e.g., information sharing). Operate, Monitor and Improve is based on Phase 3 OMI requirements for audit data aggregation, correlation and analysis, incident prioritization and response, and post incident activities (e.g., information sharing). Ongoing Authorization is the continuous evaluation of the change in risk level related to changes in security policies concerning static object attributes (i.e., actual state and desired state) for threat behaviors that impact the security posture. This impact to security is measured by capturing changes in existing safeguards (e.g., NIST SP 800-53 controls and countermeasures) and identification of new component weaknesses and vulnerabilities. This CDM capability covers verification and validation of processes/procedures to aggregate, correlate, and analyze audit/log data, to prioritize incidents and associated response actions, to quickly mitigate the impact of an incidents, to take appropriate remediation actions to eliminate the impact (restore normal operations) of the same incident, to support information sharing and collaboration (both internal and external) to minimize or prevent impact of future incidents, and ongoing authorization. To provide a holistic security approach, this capability adheres to the Cybersecurity Framework security functions to identify, protect, detect, respond and recover. CDM also supports and can be used in the NIST Risk Management Framework (RMF) to achieve ongoing assessment and authorization. Design and Build in Security Focus: Design and Build in Security is responsible for preventing exploitable vulnerabilities from being effective in the software/system while in development or deployment. The Design and Build in Security process is focused on identifying, controlling and removing weaknesses/vulnerabilities from the software/system. Exploitable vulnerabilities may include software/system design, coding errors, software/system designs that leave a large and complex attack surface that cannot be defended, and weaknesses that can only be exploited during system/software execution. Design and Build in Security is based on the Phase 3 DBS requirements that extend the focus of Phase 1 Software Asset Management and Vulnerability Management to achieve a level of confidence that software is free from vulnerabilities, either intentionally designed into the software or accidentally inserted at any time during its life cycle and that the software functions in the intended manner. The U.S. government and critical infrastructure sectors are increasingly dependent on commercial products and systems, which present significant benefits including low cost, interoperability, rapid innovation, a variety of product features, and choice among competing vendors. However, with some of these benefits there is an increase in the risk of a threat event which can directly or indirectly affect the supply chain, which often go undetected, and may result in risks to the acquirer. The purpose of Supply Chain Risk Management (SCRM) is to enable the provisioning of the least vulnerable solutions to agencies, through a robust assessment of supply chain risks, communication about those risks to the agencies, and appropriate response and monitoring of those risks throughout the entire system lifespan. This CDM capability covers verification and validation of processes/procedures to prevent and detect 84 Page | 57 software vulnerabilities, to determine the provenance of system components, and to measure software assurance for built and acquired software components. To provide a holistic security approach, this capability adheres to the Cybersecurity Framework security functions to identify, protect, detect, respond and recover to security infractions due to malicious behavior and unintentional user actions during normal operations. (5) Emerging Tools and Technologies Focus: Innovative capabilities to cybersecurity not currently encompassed by the other capability areas. 2. STANDARDS COMPLIANCE Vendor’s providing offerings through the CDM Tools SIN must provide compliant products and services in accordance with the laws and standards cited applicable to specific orders and Blanket Purchase Agreements. 3. ORDER a. Written orders, EDI orders (GSA Advantage! and FACNET), credit card orders, and orders placed under blanket purchase agreements (BPA) agreements shall be the basis for purchase in accordance with the provisions of this contract. If time of delivery extends beyond the expiration date of the contract, the Contractor will be obligated to meet the delivery and installation date specified in the original order. b. All delivery or task orders are subject to the terms and conditions of the contract. In the event of conflict between an order and the contract, the contract will take precedence. 4. INSPECTION/ACCEPTANCE The Contractor shall only tender for acceptance those items that conform to the requirements of this contract. The ordering activity reserves the right to inspect or test any product that has been tendered for acceptance. The ordering activity may require repair or replacement of nonconforming item at no increase in contract price. The ordering activity must exercise its post acceptance rights (1) within a reasonable time after the defect was discovered or should have been discovered; and (2) before any substantial change occurs in the condition of the item, unless the change is due to the defect in the item. 5. ENTERPRISE USER LICENSE AGREEMENTS REQUIREMENTS (EULA)/COMMERCIAL SUPPLIER AGREEMENTS (CSAs) The Contractor shall provide all Commercial Supplier Agreements (CSAs) to include End User License Agreements (EULAs) or Terms of Service (ToS) in an editable Microsoft Office (Word) format. 6. WARRANTY a. Unless specified otherwise in this contract, the Contractor’s standard commercial guarantee/warranty as stated in the contract’s commercial pricelist will apply to this contract. b. The Contractor warrants and implies that the items delivered hereunder are merchantable and fit for use for the particular purpose described in this contract. If no implied warranties are given, an express warranty of at least 60 days must be given in accordance with FAR 12.404(b)(2). c. Limitation of Liability. Except as otherwise provided by an express or implied warranty, the Contractor will not be liable to the ordering activity for consequential damages resulting from any defect or deficiencies in accepted items. d. If inspection and repair of defective equipment under this warranty will be performed at the contractor’s plant the address is as follows: N/A 7. PURCHASE PRICE FOR ORDERED EQUIPMENT The purchase price that the ordering activity will be charged will be the ordering activity purchase price in 85 Page | 58 effect at the time of order placement, or the ordering activity purchase price in effect on the installation date (or delivery date when installation is not applicable), whichever is less. 8. TRANSPORTATION OF EQUIPMENT FOB DESTINATION. Prices cover equipment delivery to destination, for any location within the geographic scope of this contract. 9. TECHNICAL SERVICES a. The Contractor, without additional charge to the ordering activity, shall provide a hot line technical support number 888-662-2724 for the purpose of providing user assistance and guidance in the implementation of the software. The technical support number is available from 8 AM Eastern Time to 5 PM Eastern Time. b. When the equipment or hardware provided under this contract is not normally self- installable, the Contractor's technical personnel shall be available to the ordering activity, at the ordering activity's location, to install the equipment and to train ordering activity personnel in the use and maintenance of the equipment. The charges, if any, for such services are listed below, or in the price schedule: In the Price Schedule c. The Contractor shall furnish the ordering activity with one (1) copy of all operating and maintenance manuals which are normally provided with equipment being purchased. 10. PERFORMANCE OF SERVICES ASSOCIATED WITH PRODUCTS a. The Contractor shall commence performance of services on the date agreed to by the Contractor and the ordering activity. b. The Contractor agrees to render services during normal working hours, unless otherwise agreed to by the Contractor and the ordering activity. c. The ordering activity should include the criteria for satisfactory completion of each order. Services shall be completed in a good and workmanlike manner. d. Any Contractor travel required in the performance of the CDM Tools SIN for a specific requirement at the order level must comply with the Federal Travel Regulation or Joint Travel Regulations, as applicable, in effect on the date(s) the travel is performed. Established Federal Government per diem rates will apply to all Contractor travel. Contractors cannot use GSA city pair contracts. All travel will be agreed upon with the client prior to the Contractor’s travel. 11. RESPONSIBILITIES OF THE CONTRACTOR a. The Contractor shall comply with all laws, ordinances, and regulations (Federal, State, City, or otherwise) covering work of this character. If the end product of an order is software, FAR 52.227-14 Rights in Data is in the schedule contract. b. The Contractor shall comply with contract clause (FAR 52.204-21) for the basic safeguarding of contractor information systems that process, store, or transmit Federal data received by the contract in performance of the contract. This includes contract documents and all information generated in the performance of the contract. 12. RESPONSIBILITIES OF THE ORDERING ACTIVITY Subject to security regulations, the ordering activity shall permit Contractor access to all facilities necessary to perform the requisite services. 13. INVOICES The Contractor, upon completion of the work ordered, shall submit invoices. FAR 52.212-4 in the contract contains terms for commercial items. Progress payments may be authorized by the ordering activity on individual orders if appropriate. Progress payments shall be based upon completion of defined milestones or interim products. Invoices shall be submitted monthly for recurring services performed during the preceding month. 86 Page | 59 14. CONVERSION FROM TERM LICENSE TO PERPETUAL LICENSE a. When a contractor commercially offers conversions of term licenses to perpetual licenses, and an ordering activity requests such a conversion, the contractor shall provide the total amount of conversion credits available for the subject software within ten (10) calendar days. b. When conversion credits are provided, they shall continue to accrue from one contract period to the next, provided the software has been continually licensed without interruption. c. The term license for each software product shall be discontinued on the day immediately preceding the effective date of conversion from a term license to a perpetual license. d. When conversion from term licenses to perpetual licenses is offered the price the ordering activity shall pay will be the perpetual license price that prevailed at the time such software was initially ordered under a term license, or the perpetual license price prevailing at the time of conversion from a term license to a perpetual license, whichever is the less, minus an amount equal to % of all term license payments during the period that the software was under a term license within the ordering activity. 15. TERM LICENSE CESSATION a. After a software product has been on a continuous term license for a period of * months, a fully paid-up, non-exclusive, perpetual license for the software product shall automatically accrue to the ordering activity. The period of continuous term license for automatic accrual of a fully paid-up perpetual license does not have to be achieved during a particular fiscal year; it is a written Contractor commitment which continues to be available for software that is initially ordered under this contract, until a fully paid-up perpetual license accrues to the ordering activity. However, should the term license of the software be discontinued before the specified period of the continuous term license has been satisfied, the perpetual license accrual shall be forfeited. b. The Contractor agrees to provide updates and maintenance service for the software after a perpetual license has accrued, at the prices and terms, if the licensee elects to order such services. Title to the software shall remain with the Contractor. 16. SOFTWARE CONVERSIONS Full monetary credit will be allowed to the ordering activity when conversion from one version of the software to another is made as the result of a change in operating system, or from one computer system to another. Under a perpetual license, the purchase price of the new software shall be reduced by the amount that was paid to purchase the earlier version. Under a term license, conversion credits which accrued while the earlier version was under a term license shall carry forward and remain available as conversion credits which may be applied towards the perpetual license price of the new version. 17. DESCRIPTIONS AND EQUIPMENT COMPATIBILITY The Contractor shall include, in the schedule pricelist, a complete description of each software product and a list of equipment on which the software can be used. Also, included shall be a brief, introductory explanation of the modules and documentation which are offered. 18. RIGHT-TO-COPY PRICING The Contractor shall insert the discounted pricing for right-to-copy licenses. 19. DESCRIPTION OF PRODUCTS AND SERVICES AND PRICING The Contractor shall provide a description of offerings under CDM Tools SIN in the same manner as the Contractor sells to its commercial and ordering activity customers. The contractor shall provide pricing and a description with part numbers for products and the associated services that have been approved as part of the Product Qualification Requirements of the SIN. Any applicable delivery and licensing terms should be included. 20. TOTAL SOLUTION 87 Page | 60 a. Labor categories/qualifications are not included in this SIN, however, ordering activities may acquire a total solution to meet a specific requirement for an order or BPA involving multiple IT Schedule 70 SINs. Contractors report the sales to GSA under the SINs the items are sold. For example, an agency may post an RFQ requesting a total solution anticipating offerings from multiple SINs, such as IT Professional Services 132-51 or Highly Adaptive Cybersecurity Services (HACS) 132-45A-D along with CDM Tools 132-44 for products and product associated services. 88 Page | 61 10. SCOPE a. The Contractor shall provide training courses normally available to commercial customers, which will permit ordering activity users to make full, efficient use of general purpose commercial IT products. Training is restricted to training courses for those products within the scope of this solicitation. b. The Contractor shall provide training at the Contractor's facility and/or at the ordering activity's location, as agreed to by the Contractor and the ordering activity. 11. ORDER Written orders, EDI orders (GSA Advantage! and FACNET), credit card orders, and orders placed under blanket purchase agreements (BPAs) shall be the basis for the purchase of training courses in accordance with the terms of this contract. Orders shall include the student's name, course title, course date and time, and contracted dollar amount of the course. 12. TIME OF DELIVERY The Contractor shall conduct training on the date (time, day, month, and year) agreed to by the Contractor and the ordering activity. 13. CANCELLATION AND RESCHEDULING a. The ordering activity will notify the Contractor at least seventy-two (72) hours before the scheduled training date, if a student will be unable to attend. The Contractor will then permit the ordering activity to either cancel the order or reschedule the training at no additional charge. In the event the training class is rescheduled, the ordering activity will modify its original training order to specify the time and date of the rescheduled training class. b. In the event the ordering activity fails to cancel or reschedule a training course within the time frame specified in paragraph a, above, the ordering activity will be liable for the contracted dollar amount of the training course. The Contractor agrees to permit the ordering activity to reschedule a student who fails to attend a training class within ninety (90) days from the original course date, at no additional charge. c. The ordering activity reserves the right to substitute one student for another up to the first day of class. d. In the event the Contractor is unable to conduct training on the date agreed to by the Contractor and the ordering activity, the Contractor must notify the ordering activity at least seventy-two (72) hours before the scheduled training date. 14. FOLLOW-UP SUPPORT The Contractor agrees to provide each student with unlimited telephone support or online support for a period of one (1) year from the completion of the training course. During this period, the student may contact the Contractor's instructors for refresher assistance and answers to related course curriculum questions. 15. PRICE FOR TRAINING The price that the ordering activity will be charged will be the ordering activity training price in effect at the time of order placement, or the ordering activity price in effect at the time the training course is conducted, whichever is less. 16. INVOICES AND PAYMENT TERMS AND CONDITIONS APPLICABLE TO PURCHASE OF TRAINING COURSES FOR GENERAL PURPOSE COMMERCIAL INFORMATION TECHNOLOGY EQUIPMENT AND SOFTWARE (SPECIAL ITEM NUMBER 132-50) 89 Page | 62 Invoices for training shall be submitted by the Contractor after ordering activity completion of the training course. Charges for training must be paid in arrears (31 U.S.C. 3324). PROMPT PAYMENT DISCOUNT, IF APPLICABLE, SHALL BE SHOWN ON THE INVOICE. 17. FORMAT AND CONTENT OF TRAINING a. The Contractor shall provide written materials (i.e., manuals, handbooks, texts, etc.) normally provided with course offerings. Such documentation will become the property of the student upon completion of the training class. b. **If applicable** For hands-on training courses, there must be a one-to-one assignment of IT equipment to students. c. The Contractor shall provide each student with a Certificate of Training at the completion of each training course. d. The Contractor shall provide the following information for each training course offered: (1) The course title and a brief description of the course content, to include the course format (e.g., lecture, discussion, hands-on training); (2) The length of the course; (3) Mandatory and desirable prerequisites for student enrollment; (4) The minimum and maximum number of students per class; (5) The locations where the course is offered; (6) Class schedules; and (7) Price (per student, per class (if applicable)). e. For those courses conducted at the ordering activity’s location, instructor travel charges (if applicable), including mileage and daily living expenses (e.g., per diem charges) are governed by Pub. L. 99-234 and FAR Part 31.205-46, and are reimbursable by the ordering activity on orders placed under the Multiple Award Schedule, as applicable, in effect on the date(s) the travel is performed. Contractors cannot use GSA city pair contracts. The Industrial Funding Fee does NOT apply to travel and per diem charges. f. For Online Training Courses, a copy of all training material must be available for electronic download by the students. 18. “NO CHARGE” TRAINING The Contractor shall describe any training provided with equipment and/or software provided under this contract, free of charge, in the space provided below. Not Offered 90 Page | 63 1. SCOPE a. The prices, terms and conditions stated under Special Item Number 132-51 Information Technology Professional Services apply exclusively to IT Professional Services within the scope of this Information Technology Schedule. b. The Contractor shall provide services at the Contractor’s facility and/or at the ordering activity location, as agreed to by the Contractor and the ordering activity. 2. PERFORMANCE INCENTIVES I-FSS-60 Performance Incentives (April 2000) a. Performance incentives may be agreed upon between the Contractor and the ordering activity on individual fixed price orders or Blanket Purchase Agreements under this contract. b. The ordering activity must establish a maximum performance incentive price for these services and/or total solutions on individual orders or Blanket Purchase Agreements. c. Incentives should be designed to relate results achieved by the contractor to specified targets. To the maximum extent practicable, ordering activities shall consider establishing incentives where performance is critical to the ordering activity’s mission and incentives are likely to motivate the contractor. Incentives shall be based on objectively measurable tasks. 3. ORDER a. Agencies may use written orders, EDI orders, blanket purchase agreements, individual purchase orders, or task orders for ordering services under this contract. Blanket Purchase Agreements shall not extend beyond the end of the contract period; all services and delivery shall be made and the contract terms and conditions shall continue in effect until the completion of the order. Orders for tasks which extend beyond the fiscal year for which funds are available shall include FAR 52.232-19 (Deviation – May 2003) Availability of Funds for the Next Fiscal Year. The purchase order shall specify the availability of funds and the period for which funds are available. b. All task orders are subject to the terms and conditions of the contract. In the event of conflict between a task order and the contract, the contract will take precedence. 4. PERFORMANCE OF SERVICES a. The Contractor shall commence performance of services on the date agreed to by the Contractor and the ordering activity. b. The Contractor agrees to render services only during normal working hours, unless otherwise agreed to by the Contractor and the ordering activity. c. The ordering activity should include the criteria for satisfactory completion for each task in the Statement of Work or Delivery Order. Services shall be completed in a good and workmanlike manner. d. Any Contractor travel required in the performance of IT Services must comply with the Federal Travel Regulation or Joint Travel Regulations, as applicable, in effect on the date(s) the travel is performed. Established Federal Government per diem rates will apply to all Contractor travel. Contractors cannot use GSA city pair contracts. 5. STOP-WORK ORDER (FAR 52.242-15) (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 CONDITIONS APPLICABLE TO INFORMATION TECHNOLOGY (IT) PROFESSIONAL SERVICES (SPECIAL ITEM NUMBER 132-51) 91 Page | 64 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. 6. INSPECTION OF SERVICES In accordance with FAR 52.212-4 CONTRACT TERMS AND CONDITIONS--COMMERCIAL ITEMS (MAR 2009) (DEVIATION I - FEB 2007) for Firm-Fixed Price orders and FAR 52.212-4 CONTRACT TERMS AND CONDITIONS −COMMERCIAL ITEMS (MAR 2009) (ALTERNATE I − OCT 2008) (DEVIATION I – FEB 2007) applies to Time-and-Materials and Labor-Hour Contracts orders placed under this contract. 7. RESPONSIBILITIES OF THE CONTRACTOR The Contractor shall comply with all laws, ordinances, and regulations (Federal, State, City, or otherwise) covering work of this character. If the end product of a task order is software, then FAR 52.227-14 (Dec 2007) Rights in Data – General, may apply. 8. RESPONSIBILITIES OF THE ORDERING ACTIVITY Subject to security regulations, the ordering activity shall permit Contractor access to all facilities necessary to perform the requisite IT Professional Services. 9. INDEPENDENT CONTRACTOR All IT Professional Services performed by the Contractor under the terms of this contract shall be as an independent Contractor, and not as an agent or employee of the ordering activity. 10. ORGANIZATIONAL CONFLICTS OF INTEREST a. Definitions. “Contractor” means the person, firm, unincorporated association, joint venture, partnership, or corporation that is a party to this contract. “Contractor and its affiliates” and “Contractor or its affiliates” refers to the Contractor, its chief executives, directors, 92 Page | 65 officers, subsidiaries, affiliates, subcontractors at any tier, and consultants and any joint venture involving the Contractor, any entity into or with which the Contractor subsequently merges or affiliates, or any other successor or assignee of the Contractor. An “Organizational conflict of interest” exists when the nature of the work to be performed under a proposed ordering activity contract, without some restriction on ordering activities by the Contractor and its affiliates, may either (i) result in an unfair competitive advantage to the Contractor or its affiliates or (ii) impair the Contractor’s or its affiliates’ objectivity in performing contract work. b. To avoid an organizational or financial conflict of interest and to avoid prejudicing the best interests of the ordering activity, ordering activities may place restrictions on the Contractors, its affiliates, chief executives, directors, subsidiaries and subcontractors at any tier when placing orders against schedule contracts. Such restrictions shall be consistent with FAR 9.505 and shall be designed to avoid, neutralize, or mitigate organizational conflicts of interest that might otherwise exist in situations related to individual orders placed against the schedule contract. Examples of situations, which may require restrictions, are provided at FAR 9.508. 11. INVOICES The Contractor, upon completion of the work ordered, shall submit invoices for IT Professional services. Progress payments may be authorized by the ordering activity on individual orders if appropriate. Progress payments shall be based upon completion of defined milestones or interim products. Invoices shall be submitted monthly for recurring services performed during the preceding month. 12. PAYMENTS For firm-fixed price orders the ordering activity shall pay the Contractor, upon submission of proper invoices or vouchers, the prices stipulated in this contract for service rendered and accepted. Progress payments shall be made only when authorized by the order. For time-and-materials orders, the Payments under Time-and-Materials and Labor-Hour Contracts at FAR 52.212-4 (MAR 2009) (ALTERNATE I – OCT 2008) (DEVIATION I – FEB 2007) applies to time-and-materials orders placed under this contract. For labor-hour orders, the Payment under Time-and-Materials and Labor-Hour Contracts at FAR 52.212-4 (MAR 2009) (ALTERNATE I – OCT 2008) (DEVIATION I – FEB 2007) applies to labor-hour orders placed under this contract. 52.216-31(Feb 2007) Time- and-Materials/Labor-Hour Proposal Requirements—Commercial Item Acquisition. As prescribed in 16.601(e)(3), insert the following provision: (a) The Government contemplates award of a Time-and-Materials or Labor-Hour type of contract resulting from this solicitation. (b) The offeror must specify fixed hourly rates in its offer that include wages, overhead, general and administrative expenses, and profit. The offeror must specify whether the fixed hourly rate for each labor category applies to labor performed by— (1) The offeror; (2) Subcontractors; and/or (3) Divisions, subsidiaries, or affiliates of the offeror under a common control. 13. RESUMES Resumes shall be provided to the GSA Contracting Officer or the user ordering activity upon request. 14. INCIDENTAL SUPPORT COSTS Incidental support costs are available outside the scope of this contract. The costs will be negotiated separately with the ordering activity in accordance with the guidelines set forth in the FAR. 15. APPROVAL OF SUBCONTRACTS The ordering activity may require that the Contractor receive, from the ordering activity's Contracting Officer, written consent before placing any subcontract for furnishing any of the work called for in a task order. 93 Page | 66 16. DESCRIPTION OF IT PROFESSIONAL SERVICES AND PRICING a. The Contractor shall provide a description of each type of IT Service offered under Special Item Numbers 132-51 IT Professional Services should be presented in the same manner as the Contractor sells to its commercial and other ordering activity customers. If the Contractor is proposing hourly rates, a description of all corresponding commercial job titles (labor categories) for those individuals who will perform the service should be provided. b. Pricing for all IT Professional Services shall be in accordance with the Contractor’s customary commercial practices; e.g., hourly rates, monthly rates, term rates, and/or fixed prices, minimum general experience and minimum education. Commercial Job Title: Consulting Engineer GSA Schedule Rate: $200.00/hour Minimum/General Experience: Has approximately 5 years of experience. Possesses understanding covering the planning, research, development, design, testing, evaluation, production, analysis, and implementation of information systems, programs and equipment. Provides technical assistance to others working on requirements, definition, system requirements analysis, system level design and integration, operations support planning and/or the coordination of the preparation of system development specifications and specialty engineering plans. May be skilled in systems engineering, electrical engineering or industrial engineering activities. Functional Responsibility: Working under close supervision, person provides technical or scientific and project support for multiple large-scale projects that cross-cut multiple specialization and product development areas. Applies advanced business and/or technical expertise to assist others with defining, analyzing, validating and documenting complex customer operating environments, states of technology and current engineering processes. Provides advanced technical support to others involved in applying specialized knowledge to complex customer processes and requirements. Supports complex technical investigations through advanced research techniques, analysis or development phases of engineering projects. Works with other engineering disciplines in the development and application of processes to improve quality, reliability, cost customer appeal, and satisfaction. Minimum Education: B.A. or B.S. in Computer Science, Engineering, Mathematics, Economics or Business. Commercial Job Title: Project Manager GSA Schedule Rate: $195.00/hour Minimum/General Experience: Has approximately 2 years of experience within information system project oriented environments. Leads planning, scheduling, monitoring, and reporting activities for projects. Facilitates needs assessment and development of recommended project control solutions to be used for planning, scheduling and tracking of each project though integration of various project management tools. Develops project controls and reporting procedures. Assists in the training of the project team on application of the procedures. Analyzes project progress/costs and assists with development and evaluation of alternatives when the project falls behind schedule or exceeds budget. Develops and delivers presentations to customer management. Integrates specific industry methodologies to appropriate project management solutions. Functional Responsibility: Possesses a thorough understanding of the process requirements and provide both technical and management oversight of the project. Responsible for customer satisfaction, serves as the single point of contact, compliance with the Statement of Work, project planning and management, resource allocation, and reporting. Minimum Education: B.S. in Engineering, Mathematics, Computer Science, Operations Research, or applied science. Commercial Job Title: Senior Information Architect GSA Schedule Rate: $250.00/hour 94 Page | 67 Minimum/General Experience: Has approximately 7 years of experience with skills covering the planning, research, development, design, testing, evaluation, production, analysis, and implementation of multi-tier network configurations for web enabled applications. Possesses a clear understanding of the interrelationships of firewalls, network devices, and servers and clear knowledge of a specific web enabling technology (i.e. Microsoft or Netscape servers). Possesses experience with database and/or email integration, Internet network design (DMZ, routers, switching) and system administration practices. Functional Responsibility: Provides supervision, person designs Intranet/Internet/Extranet architectures and develops implementations plans; administration activity; i.e., hardware, security, firewalls. Implements security architecture using LDAP, SSL and firewalls. Installs, configures and maintains all Intranet/Internet/Extranet tools, databases and features; provides support to e-commerce and other systems. Implements server design, development, and operation as well as analyze and develop requirements for hardware sizing/capacity, data validation, security and integration points to other applications. Minimum Education: B.S. in Engineering, Mathematics, Computer Science, Operations Research, or applied science. Commercial Job Title: Senior Information Architect GSA Schedule Rate: $250.00/hour Minimum/General Experience: Has approximately 7 years of experience with skills covering the planning, research, development, design, testing, evaluation, production, analysis, and implementation of multi-tier network configurations for web enabled applications. Possesses a clear understanding of the interrelationships of firewalls, network devices, and servers and clear knowledge of a specific web enabling technology (i.e. Microsoft or Netscape servers). Possesses experience with database and/or email integration, Internet network design (DMZ, routers, switching) and system administration practices. Functional Responsibility: Provides supervision, person designs Intranet/Internet/Extranet architectures and develops implementations plans; administration activity; i.e., hardware, security, firewalls. Implements security architecture using LDAP, SSL and firewalls. Installs, configures and maintains all Intranet/Internet/Extranet tools, databases and features; provides support to e-commerce and other systems. Implements server design, development, and operation as well as analyze and develop requirements for hardware sizing/capacity, data validation, security and integration points to other applications. Minimum Education: B.S. in Engineering, Mathematics, Computer Science, Operations Research, or applied science. Commercial Job Title: Senior Project Manager GSA Schedule Rate: $244.57/hour Minimum/General Experience: Has approximately 7 years’ experience within information system project oriented environments. Leads planning, scheduling, monitoring, and reporting activities for projects. Facilitates needs assessment and development of recommended project control solutions to be used for planning, scheduling and tracking of each project though integration of various project management tools. Develops project controls and reporting procedures. Assists in the training of the project team on application of the procedures. Analyzes project progress/costs and assists with development and evaluation of alternatives when the project falls behind schedule or exceeds budget. Develops and delivers presentations to customer management. Integrates specific industry methodologies to appropriate project management solutions. Functional Responsibility: Provides supervision, person possesses a thorough understanding of the process requirements and provide both technical and management oversight of the project. Responsible for customer satisfaction, serves as the single point of contact, compliance with the Statement of Work, project planning and management, resource allocation, and reporting. Minimum Education: B.S. in Engineering, Mathematics, Computer Science, Operations Research, or applied science. 95 Page | 68 Commercial Job Title: Information Architect GSA Schedule Rate: $195.00/hour Minimum/General Experience: Has approximately 2 years of experience with skills covering the planning, research, development, design, testing, evaluation, production, analysis, and implementation of multi-tier network configurations for web enabled applications. Possesses a clear understanding of the interrelationships of firewalls, network devices, and servers and clear knowledge of a specific web enabling technology (i.e. Microsoft or Netscape servers). Possesses experience with database and/or email integration, Internet network design (DMZ, routers, switching) and system administration practices. Functional Responsibility: Designs Intranet/Internet/Extranet architectures and develops implementations plans; administration activity; i.e., hardware, security, firewalls. Implements security architecture using LDAP, SSL and firewalls. Installs, configures and maintains all Intranet/Internet/Extranet tools, databases and features; provides support to e-commerce and other systems. Implements server design, development, and operation as well as analyze and develop requirements for hardware sizing/capacity, data validation, security and integration points to other applications. Minimum Education: B.S. in Engineering, Mathematics, Computer Science, Operations Research, or applied science. Commercial Job Title: Senior Consulting Engineer GSA Schedule Rate: $230.00/hour Minimum/General Experience: Has approximately 10 years of experience. Possesses understanding covering the planning, research, development, design, testing, evaluation, production, analysis, and implementation of information systems, programs and equipment. Provides technical assistance to others working on requirements, definition, system requirements analysis, system level design and integration, operations support planning and/or the coordination of the preparation of system development specifications and specialty engineering plans. May be skilled in systems engineering, electrical engineering or industrial engineering activities. Functional Responsibility: Provides supervision, person provides technical or scientific and project support for multiple large-scale projects that cross-cut multiple specialization and product development areas. Applies advanced business and/or technical expertise to assist others with defining, analyzing, validating and documenting complex customer operating environments, states of technology and current engineering processes. Provides advanced technical support to others involved in applying specialized knowledge to complex customer processes and requirements. Supports complex technical investigations through advanced research techniques, analysis or development phases of engineering projects. Works with other engineering disciplines in the development and application of processes to improve quality, reliability, cost customer appeal, and satisfaction. Minimum Education: B.S. in Engineering, Mathematics, Computer Science, Operations Research, or applied science. 96 Page | 69 1. SCOPE The prices, terms and conditions stated under Special Item Number 132-52 Electronic Commerce (EC) Services apply exclusively to EC Services within the scope of this Information Technology Schedule. 2. ELECTRONIC COMMERCE CAPACITY AND COVERAGE The Ordering Activity shall specify the capacity and coverage required as part of the initial requirement. 3. INFORMATION ASSURANCE a. The Ordering Activity is responsible for ensuring to the maximum extent practicable that each requirement issued is in compliance with the Federal Information Security Management Act (FISMA) b. The Ordering Activity shall assign an impact level (per Federal Information Processing Standards Publication 199 & 200 (FIPS 199, “Standards for Security Categorization of Federal Information and Information Systems”) (FIPS 200, “Minimum Security Requirements for Federal Information and Information Systems”) prior to issuing the initial statement of work. Evaluations shall consider the extent to which each proposed service accommodates the necessary security controls based upon the assigned impact level. The Contractor awarded SIN 132-52 is capable of meeting at least the minimum security requirements assigned against a low-impact information system (per FIPS 200). c. The Ordering Activity reserves the right to independently evaluate, audit, and verify the FISMA compliance for any proposed or awarded Electronic Commerce services. All FISMA certification, accreditation, and evaluation activities are the responsibility of the ordering activity. 4. DELIVERY SCHEDULE. The Ordering Activity shall specify the delivery schedule as part of the initial requirement. The Delivery Schedule options are found in Information for Ordering Activities Applicable to All Special Item Numbers, paragraph 6. Delivery Schedule. 5. INTEROPERABILITY. When an Ordering Activity requires interoperability, this requirement shall be included as part of the initial requirement. Interfaces may be identified as interoperable on the basis of participation in a sponsored program acceptable to the Ordering Activity. Any such access or interoperability with teleports/gateways and provisioning of enterprise service access will be defined in the individual requirement. 6. ORDER a. Agencies may use written orders, EDI orders, blanket purchase agreements, individual purchase orders, or task orders for ordering electronic services under this contract. Blanket Purchase Agreements shall not extend beyond the end of the contract period; all electronic services and delivery shall be made and the contract terms and conditions shall continue in effect until the completion of the order. Orders for tasks which extend beyond the fiscal year for which funds are available shall include FAR 52.232-19 (Deviation – May 2003) Availability of TERMS AND CONDITIONS APPLICABLE TO PURCHASE OF ELECTRONIC COMMERCE AND SUBSCRIPTION SERVICES (SPECIAL ITEM NUMBER 132-52) 97 Page | 70 Funds for the Next Fiscal Year. The purchase order shall specify the availability of funds and the period for which funds are available. b. All task orders are subject to the terms and conditions of the contract. In the event of conflict between a task order and the contract, the contract will take precedence. 7. PERFORMANCE OF ELECTRONIC SERVICES The Contractor shall provide electronic services on the date agreed to by the Contractor and the ordering activity. 8. RESPONSIBILITIES OF THE CONTRACTOR The Contractor shall comply with all laws, ordinances, and regulations (Federal, State, City, or otherwise) covering work of this character. 9. RIGHTS IN DATA The Contractor shall comply FAR 52.227-14 RIGHTS IN DATA – GENERAL and with all laws, ordinances, and regulations (Federal, State, City, or otherwise) covering work of this character. 10. ACCEPTANCE TESTING If requested by the ordering activity the Contractor shall provide acceptance test plans and procedures for ordering activity approval. The Contractor shall perform acceptance testing of the systems for ordering activity approval in accordance with the approved test procedures. 11. WARRANTY The Contractor shall provide a warranty covering each Contractor-provided electronic commerce service. The minimum duration of the warranty shall be the duration of the manufacturer’s commercial warranty for the item listed below: Please Refer to GSAADVANTAGE! For Specific Information Regarding Warranty The warranty shall commence upon the later of the following: a. Activation of the user’s service b. Installation/delivery of the equipment The Contractor, by repair or replacement of the defective item, shall complete all warranty services within five working days of notification of the defect. Warranty service shall be deemed complete when the user has possession of the repaired or replaced item. If the Contractor renders warranty service by replacement, the user shall return the defective item(s) to the Contractor as soon as possible but not later than ten (10) working days after notification. 12. MANAGEMENT AND OPERATIONS PRICING The Contractor shall provide management and operations pricing on a uniform basis. All management and operations requirements for which pricing elements are not specified shall be provided as part of the basic service. 13. TRAINING The Contractor shall provide normal commercial installation, operation, maintenance, and engineering interface 98 Page | 71 training on the system. If there is a separate charge, indicate below: Please Refer to GSAADVANTAGE! FOR Specific Information 14. MONTHLY REPORTS In accordance with commercial practices, the Contractor may furnish the ordering activity/user with a monthly summary ordering activity report. 15. ELECTRONIC COMMERCE SERVICE PLAN (a) Describe the electronic service plan and eligibility requirements. Please Refer to GSAADVANTAGE! For Specific Information (b) Describe charges, if any, for additional usage guidelines. Please Refer to GSAADVANTAGE! For Specific Information (c) Describe corporate volume discounts and eligibility requirements, if any. Please Refer to GSAADVANTAGE! For Specific Information 99 Page | 72 Non-professional labor categories must be incidental to, and used solely to support professional services, and cannot be offered or purchased separately. Further, non-professional labor categories shall be offered under SIN 132-100 only and must be offered in conjunction with professional service SINs. The Service Contract Labor Standards (SCLS) may be applicable to services offered under SIN 132 100. The following language shall be included at the end or beginning of each detailed position description. “Nonprofessional labor categories must be incidental to, and used solely to support professional services, and cannot be purchased separately. Ancillary supplies and/or services are support supplies and services which are not within the scope of any other SIN under schedule 70. Note: Commercially available products under this solicitation may be covered by the Energy Star or Electronic Product Environmental Assessment Tool (EPEAT) programs. For applicable products, offerors are encouraged to offer Energy Star-qualified products and EPEAT-registered products, at the Bronze level or higher. If offerors opt to offer Energy Star or Electronic Product Environmental Assessment Tool (EPEAT) products then they shall identify by model which products offered are Energy Star-qualified and EPEAT-registered, broken out by registration level of bronze, silver, or gold. Visit the Green Procurement Compilation, sftool.gov/greenprocurement for a complete list of products covered by these programs. TERMS AND CONDITIONS APPLICABLE TO PURCHASE OF ANCILLARY SUPPLIES AND/OR SERVICES (SPECIAL ITEM NUMBER 132-100) 100 Page | 73 Carahsoft certifies that all dealers participating in the performance of this contract have agreed that their performance will be in accordance with all terms and conditions of this GSA Schedule. For the complete listing of authorized participating dealers please see: http://www.carahsoft.com/buy/gsa-schedule-contracts/gsa-schedule-70/authorized-dealers ATTACHMENT I - AUTHORIZED PARTICIPATING DEALERS 101 Page | 74 Contractors participating in contractor team arrangements must abide by all terms and conditions of their respective contracts. This includes compliance with Clauses 552.238-74, Industrial Funding Fee and Sales Reporting, i.e., each contractor (team member) must report sales and remit the IFF for all products and services provided under its individual contract. For the complete listing of Contractor Team Arrangements please see: http://www.carahsoft.com/application/files/6914/7499/0331/Teaming_Partners.pdf ATTACHMENT II – Contractor Team Arrangements 102 Page | 75 The following manufacturers Commercial Supplier Agreements have been vetted and approved by GSA for inclusion into the GSA Schedule Contract: http://www.carahsoft.com/buy/gsa-schedule-contracts/gsa-schedule-70/eula2 ATTACHMENT III – Commercial Supplier Agreements 103 Page | 76 Introduction This Federal Supply Schedule Addendum supplements GSA Federal Supply Schedule Contract Number GS-35F- 0119Y between Carahsoft Technology Corporation and the General Services Administration. The Adobe Category Management Offering addresses current OMB Memorandum’s (M-16-04, M-16-12), Circular A- 130, OFPP and, GSA Federal Cyber, electronic government and Category Management policy requirements. The Adobe Data Centric Security and Electronic Signature Solutions provide the best-in-class technology to the federal government. Providing a streamlined avenue for agencies to acquire Adobe technology through category management will improve the acquisition and management of the proposed solutions. The Adobe Enterprise Digital Rights Management Bundle provides a DRM solution to documents allowing only people with specific credentials the ability to apply persistent protection to sensitive documents and information. With this level of dynamic protection you can revoke and change permissions within a document regardless of document location and you can protect against potential fraudulent activity. In addition, you can perform certificate based digital signatures on PDF documents when used with Acrobat*. Adobe Consulting Services are required with the purchase of each bundle listed above. The recommended number of hours per bundle are listed below. • 210T-1423-DRM1 – Up to 165 Hours • 210T-1423-DRM2 – Up to 330 Hours • 210T-1423-DRM3 – Up to 330 Hours • 210T-1423-DRM4 – Up to 490 Hours • 210T-1423-DRM5 – Up to 670 Hours Please note, the hours listed above are estimates. Each agency may require more or less hours depending on project scope. All service items are available to the government at the GSA Schedule Price. *Discount Level Detail SKU Description List Price GSA Price Discount Level 1 >$5M Annual Spend* Discount Level 2 >$15M Annual Spend* Discount Level 3 >$20M Annual Spend* 210T-1423-DRM1 Adobe Enterprise Digital Rights Management Bundle 12 Months TERM Tier 1: Up to 1,000 Users $405,600.00 $367,623.29 8% 15% 30% 210T-1423-DRM2 Adobe Enterprise Digital Rights Management Bundle 12 Months TERM Tier 2: Up to 5,000 Users $625,600.00 $567,023.29 8% 15% 30% 210T-1423-DRM3 Adobe Enterprise Digital Rights Management Bundle 12 Months TERM Tier 3: Up to 10,000 Users $1,251,200.00 $1,134,046.58 8% 15% 30% 210T-1423-DRM4 Adobe Enterprise Digital Rights Management Bundle 12 Months TERM Tier 4: Up to 25,000 Users $2,777,400.00 $2,517,343.16 8% 15% 30% 210T-1423-DRM5 Adobe Enterprise Digital Rights Management Bundle 12 Months TERM Tier 5: Up to 50,000 Users $5,554,800.00 $5,034,686.32 8% 15% 30% ATTACHMENT III A – U.S. Government Adobe FITARA Addendum Solution 1 Adobe enterprise digital rights Category management 104 Page | 77 Aggregate discounts are calculated on a per agency basis. Agencies are eligible for additional discounts based on the following; • Level 1 Discount Level is reached when parent agency reaches annual spend of $5,000,000.00 • Level 2 Discount Level is reached when parent agency reaches annual spend of $15,000,000.00 • Level 3 Discount Level is reached when parent agency reaches annual spend of $20,000,000.00 Annual spend is calculated based on the total aggregate purchases made by any combination of sub agencies that fall underneath a parent agency in a 12 month period. The 12 month Period, or annual spend, is calculated based on the Adobe Fiscal Year which begins on December 1st. A full listing of eligible parent and sub agencies can be found on OPM.gov located HERE. In addition to the bundle pricing and discounts offered in the chart above, Carahsoft would like to offer the government additional discounts for all Adobe Experience Manager and Analytics software available on the GSA Schedule. Upon the purchase of any bundle listed above the ordering agency will receive 7% off any additional** Adobe Term licenses. The initial period of performance for all eligible Adobe Term Licenses purchased will be 12 months. In the event an ordering organization should require a custom or pro-rated period of performance, we will work with the agency on a per opportunity basis. The additional 7% discount for add on licenses will be offered so long as ordering agency has an active DRM Bundle Term License. We are dedicated to providing the Enterprise Digital Rights Management solution to all federal agencies regardless of agency size. The Adobe team welcomes the opportunity to support any ordering organization that may require less than 1,000 users and custom configurations may be discussed on a per opportunity basis. Discounts cannot be combined with discounts offered on existing BPA’s or contracts that an agency may have in place with Carahsoft or an authorized Adobe/Carahsoft reseller. *Bundle requires supported version of Acrobat to be installed **Additional discounts limited to Adobe Experience Manager and Analytics Software only, excludes services and training. Adobe Digital Rights Management Bundle - Breakout Product Description 1,000 Users Qty 5,000 Users Qty 10,000 Users Qty 25,000 Users Qty 50,000 Users Qty Adobe Experience Manager Forms 6.2 – On Premise Term - Per Core - 12 Months 2 2 4 8 16 Adobe Experience Manager Document Security 6.2 – On Premise Term Minimum 1000 Recipients - Per Recipient - 12 Months 1,000 5,000 10,000 25,000 50,000 Adobe Insight Client License Per Named User (12 Month Term License) 1 1 2 4 8 Adobe Insight Reporting License - Per Server Add On (Min. Insight Purchase Required) (12 Month Term License) 1 1 2 4 8 Adobe Insight Data Transformation Functionality - License - Per Server (12 Month Term License) 1 1 2 4 8 Adobe Insight Sensor License - Per Web Server (Min. Insight Purchase Required) (12 Month Term License) 1 1 2 4 8 Adobe File Server Unit (FSU) License - Per Server (12 Month Term License) 1 1 2 4 8 Adobe Data Processing Unit (DPU) License - Per Server (Up To 500 Gb) (12 Month Term License) 1 1 2 4 8 Solution 2 Adobe Electronic Signatures category management 105 Page | 78 Adobe Sign Adobe Sign is licensed in two ways: by signature transaction and by seat. The discounts below apply to either licensing model. Pricing for the following Adobe Sign products purchased shall be in accordance with the established GSA price list/rate less the applicable guaranteed minimum discount percentages specified in the table below. Current GSA SKU’s and licensing models for Sign eligible for discounts listed below are; Discounts are offered on a per total order basis as outlined in the table below: Tier Order Transaction Amount Discount from GSA Tier 1 $25,000.00 - $75,000.00 2% Tier 2 $75,000.01 - $125,000.00 4% Tier 3 $125,000.01 - $200,000.00 6% Tier 4 $200,000.01 - $500,000.00 8% Tier 5 $500,000.01 + 10% *Discounts are not cumulative. Discounts cannot be combined with discounts offered on existing BPA’s or contracts that an agency may have in place with Carahsoft or an authorized Adobe/Carahsoft reseller. SKU Description List Price GSA Price 210-7041-ES Adobe Document Cloud for Enterprise - Premium eSign Services P2 - Per Seat - Purchase Min 5 Seats Req (300 Transactions per Seat Included) - 12 Months $540.00 $527.76 SKU Description List Price GSA Price 210-7041-T Adobe Document Cloud for Enterprise - Premium eSign Services P2 - Per Transaction 1-300 Transaction Purchase Req (Existing eSign Account Required) - 12 Month $540.00 $527.76 Licensing Model: Per Seat/User Licensing Model: Per Transaction 106 Page | 79 Introduction This Federal Supply Schedule Addendum supplements GSA Federal Supply Schedule Contract Number GS-35F-0119Y between Carahsoft Technology Corporation and the General Services Administration. As Agencies begin to implement their FITARA Roadmaps, HPE Software can help reduce cost and significantly speed the time to value. The HPE Category Management Offering helps GSA eliminate redundancies, increase efficiency, and deliver more value and savings from acquisition programs and contribute progress towards category management goals/objectives. The HPE Solutions provide the best-in-class technology to the federal government. For more than 70 years, the HPE brand has stood for quality, reliability and technology leadership with a focus on customer satisfaction. The HPE Enterprise Software License Management Bundle provides pre-configured capability offerings to assist Agencies enable enterprise software license management required by OMB. The bundles include HPE Discovery and Universal Configuration Management Database, Hardware/Software Asset Management and our IT Business Analytics products with initial required implementation services to ensure customer success. ATTACHMENT III B – U.S. Government HPE FITARA Addendum Solution 1 HPE Enterprise Software License Management 107 Page | 80 The HPE Incremental Development Bundle provides pre-configured capability offerings to help Agencies setup Agile methods and incremental development best practices required by FITARA. The bundles include HPE Agile Management Suite coupled with our Application Life-cycle management and IT Business Analytics with initial required implementation services to ensure customer success. The HPE IT Portfolio Savings Bundle provides pre-configured capability offerings to help Agencies track and improve their IT Portfolio Savings and application rationalization goals as well as report metrics monthly to OMB. The bundles include HPE Project and Portfolio Management, Enterprise Maps, Application Portfolio Management and IT Business Analytics products with initial required implementation services to ensure customer success. Solution 2 HPE Incremental Development Solution 3 HPE IT Portfolio Savings 108 Page | 81 The HPE Data Center Automation Bundle’s pre-configured capability offerings to help Agencies improve operational efficiencies and cost savings goals through automation of common IT process for deployment and compliance of application and infrastructure updates. The bundles include our operations orchestrator, deployment and network automation (CODAR/NMA) products. How to Select the Appropriate Bundle Size *Key: OSI: Operating System Instance, basically a server, including virtual servers or “Instances”. The HPE Software Team is available to help with the selection of the right size/option for Agencies as well as to discuss details about the specific capabilities provided within each offering to help Agencies make the best value selection. Discount Terms *Discounts are not cumulative. Discounts cannot be combined with discounts offered on existing BPA’s or contracts that an agency 109 Page | 82 may have in place with Carahsoft or an authorized HPE/Carahsoft reseller. HPE Software will honor the same discounts on any additional HPE ITM products that are added to a purchase order for one of these initial offerings. This will make it easy for Agencies to add specific products desired to address unique requirements. For example, our cloud, business service monitoring, DevOps, storage management or additional training can be easily added at the time of purchase. Pricing is discounted from standard GSA pricing based upon volume. Offerings are available for small, medium, large and in some cases extra large quantities. Each of these bundles requires a separate Professional Services package to be purchased for implementation. HPE and Carahsoft will work with the customer to create a Statement of Work to best fit the customers’ needs prior to purchase. 110 Page | 83 Introduction This Federal Supply Schedule Addendum supplements GSA Federal Supply Schedule Contract Number GS-35F-0119Y between Carahsoft Technology Corporation and the General Services Administration. The Nutanix Hybrid Cloud Infrastructure Category Management Offering addresses requirements of the Data Center Optimization Initiative (DCOI) established in OMB Memorandum M-16-19, and fulfills the data center requirements of the Federal Information Technology Acquisition Reform (FITARA). Federal customers to date have selected configurations of Nutanix software, hardware and maintenance across 42 different configurations and 1,000s of individual part numbers. Our goal here is to offer incentives in the form of solutions of the Nutanix software, hardware and maintenance bought 90% of the time with full capabilities to build a hybrid cloud infrastructure. We also considered which of these configurations purchased line up consistently with what type of deployment, labeling each solution as such. Incentives: To enable agencies to quickly stand up Hybrid Cloud Infrastructure and incent them to leverage lessons learned from other agencies that have built Shared Services with Nutanix. Carahsoft and Nutanix are offering four types of Hybrid Cloud Infrastructure solutions and are described in detail with corresponding incentives offers for each: Hybrid Cloud Infrastructure Pilot/Micro Agency Solution (Solution 1) Hybrid Cloud Infrastructure Base Solutions (Solutions 2-4) Hybrid Cloud Infrastructure Scale out Solutions (Solutions 5-8) Hybrid Cloud Software Defined Datacenter Solutions (Solutions 9-10) Description: Hybrid Cloud Infrastructure Pilot/Micro Agency Solution Ideal agency investment to prove out Hybrid Cloud infrastructure, train administrators & have an entry point at minimum cost for pilots or micro agencies. Quantity one would be offered per agency/micro agency. Nutanix would also provide specific to workloads: test plans, summary of expected outcomes, federal customer references and a total cost of ownership economic study. 1. Solution 1: Hybrid Cloud Infrastructure Base Solution - Nutanix Initial Pilot/Micro Agency SKU DESCRIPTION LIST PRICE GSA PRICE Offer Price 422-HC-PLT-SLN Solution 1: Hybrid Cloud Infrastructure Base Solution - Nutanix Initial Pilot/Micro Agency $164,960.62 $153,460.85 $81,242.66 ATTACHMENT III C – U.S. Government Nutanix FITARA Addendum SOLUTION 1 Hybrid Cloud Infrastructure Pilot/Micro Agency Solution 111 Page | 84 Description: Hybrid Cloud Infrastructure Base Solutions Hybrid Cloud Infrastructure Base Solutions with full Nutanix Hybrid Cloud Infrastructure capabilities 75% configured with descriptions that align with initial deployment strategy. Nutanix will offer this cumulative per year volume incentive per agency, starting over annually. Carahsoft will track and report on agency by agency consumption. Nutanix would be interested in advice to incent government Shared Service centers. 2. Solution 2: Hybrid Cloud Infrastructure base Solution - Nutanix Enterprise Block 3. Solution 3: Hybrid Cloud Infrastructure base Solution - Nutanix Branch Office Block 4. Solution 4: Hybrid Cloud Infrastructure base Solution - Nutanix High Performance Flash Block Discount Level Detail Aggregate discounts are calculated on a per agency basis. Agencies are eligible for additional discounts based on the following; Level 1 Discount Level is reached when parent agency purchases 1 solution each year Level 2 Discount Level is reached when parent agency purchases 2-5 total solutions each year Level 3 Discount Level is reached when parent agency purchases 6-10 total solutions each year Level 4 Discount Level is reached when parent agency purchases 11-20 total solutions each year Level 5 Discount Level is reached when parent agency purchases 21-40 total solutions each year Level 6 Discount Level is reached when parent agency purchases 41-99 total solutions each year Level 7 Discount Level is reached when parent agency purchases 100+ total solutions each year See Workload Sizing Guide matrix below for the Solution number applied to enterprise workloads that are linear scalable. Therefore, multiples of sizing metrics can be matched to agency requirements per workload type to calculate ROMs. All sizing must be validated by Nutanix SEs, so workload mix on a single Nutanix Hybrid cloud infrastructure is considered. SOLUTIONS 2-4 Hybrid Cloud Infrastructure Base Solutions 112 Page | 85 Description: Hybrid Cloud Infrastructure Scale out Solutions Hybrid Cloud Infrastructure Scale out Solutions with full Nutanix hybrid cloud infrastructure capabilities 100% configured with descriptions that align with scale out deployment strategy. Nutanix will offer this cumulative per year volume incentive per agency, starting over annually. Carahsoft will track and report on agency by agency consumption. Nutanix would be interested in advice to incent government Shared Service centers. 5. Solution 5: Hybrid Cloud Infrastructure Scale out Solution - Nutanix Cold Storage Block 6. Solution 6: Hybrid Cloud Infrastructure Scale out Solution - Nutanix Enterprise Block 7. Solution 7: Hybrid Cloud Infrastructure Scale out Solution - Nutanix Branch Office Block 8. Solution 8: Hybrid Cloud Infrastructure Scale out Solution - Nutanix High Performance Flash Block Discount Level Detail Aggregate discounts are calculated on a per agency basis. Agencies are eligible for additional discounts based on the following; Level 1 Discount Level is reached when parent agency purchases 1 solution each year Level 2 Discount Level is reached when parent agency purchases 2-5 total solutions each year Level 3 Discount Level is reached when parent agency purchases 6-10 total solutions each year Level 4 Discount Level is reached when parent agency purchases 11-20 total solutions each year Level 5 Discount Level is reached when parent agency purchases 21-40 total solutions each year Level 6 Discount Level is reached when parent agency purchases 41-99 total solutions each year Level 7 Discount Level is reached when parent agency purchases 100+ total solutions each year SOLUTIONS 5-8 Hybrid Cloud Infrastructure Scale out Solutions 113 Page | 86 Description: Hybrid Cloud Software defined datacenter Hybrid Cloud Software defined datacenter and Tactical platforms with Nutanix Hybrid Cloud Infrastructure capabilities, applicable to a strategy where it is ideal to source validated and Nutanix supported hardware infrastructure separately from the Nutanix software. Nutanix would consider cumulative per year volume incentive, starting over annually. 9. Solution 9: Hybrid Cloud Software defined datacenter Solution – 4 node software only enterprise 10. Solution 10: Hybrid Cloud Tactical infrastructure software Solution – 8 node software only tactical Discount Level Detail Aggregate discounts are calculated on a per agency basis. Agencies are eligible for additional discounts based on the following; Level 1 Discount Level is reached when parent agency reaches annual spend of $500,000.00 Level 2 Discount Level is reached when parent agency reaches annual spend of $1,000,000.00 Level 3 Discount Level is reached when parent agency reaches annual spend of $2,000,000.00 Level 4 Discount Level is reached when parent agency reaches annual spend of $5,000,000.00 Sizing is specific to Nutanix partner hardware platforms and available upon request from Nutanix systems engineers. All Nutanix validated and supported partner hardware platforms build and deploy systems by node count. Eight and four node solutions were selected because that is the full scale out configuration of the individual partner hardware platforms for enterprise and tactical solutions. Nutanix Software capabilities that are included with each of the solutions to enable the Nutanix Hybrid Cloud infrastructure regardless of whether the hardware is procured from Nutanix or separately from a Nutanix certified and supported hardware vendor: Webscale hyper converged architecture, Nutanix Acropolis application mobility fabric, Acropolis distributed storage fabric, PRISM Enterprise management, Acropolis hypervisor, Acropolis file services, Acropolis block services, Acropolis Container services, Nutanix Cloud Connect, Shared Service self-service portal, data locality, data tiering, compression, de-duplication, security hardening, security control monitoring, security control breach automated remediation, NIST security control documentation for ATO, 1 year HW and SW maintenance including all software updates with 24x7x365 phone support - 4 hr response with non-returned disk service. SOLUTIONS 9-10 Hybrid Cloud Software Defined Datacenter Solutions 114 Page | 87 Introduction This Federal Supply Schedule Addendum supplements GSA Federal Supply Schedule Contract Number GS- 35F-0119Y between Carahsoft Technology Corporation and the General Services Administration. ServiceNow’s proposed software category management services support a number of government initiatives and objectives including delivering excellent government service, software license management, and cost savings. Description: IT Service Management Improve visibility and reduce cost of IT through incorporating best practices and standards into service management, and consolidating and automating service management processes. Agencies can consolidate on-premises tools and infrastructure onto the ServiceNow platform, which provides consistency across processes with shared configuration items and service level goals. It also provides automated routing, drag- and-drop assignments, and integrated collaboration to improve the way teams work together. The ServiceNow ITSM ITIL certified solution automates discovery of IT services and assets to provide leadership with visibility into the cost of ownership and gets end-users fast resolution to their problems. Leaders can also make better decisions using dashboards to get actionable insight into service demand, service level compliance, and other key performance indicators. Finally, organizations can request and track services through a single service portal and from any device - from desktop to mobile devices. The IT Service Management Solution includes the Service Management Suite and ServiceWatch Suite v2. SKU Description List Price GSA Price Discount Level 1** Discount Level 2** Discount Level 3** 188-SNPROD02140 ServiceNow® Service Management Suite v2 With Performance Analytics - Fulfiller User $120.00/ month $119.40/ month $114.62 $111.04 $107.46 188-SNPROD02240 ServiceNow® ServiceWatch Suite v2 - Node (250 Node Minimum Quantity) $26.00/ month $25.87/ month $24.84 $24.06 $23.29 *SVCTSOWTAILIMP ServiceNow Implementation Services T&M $250/hr $248.74/hr $223.87 (Minimum 500 hours) *A 10% ServiceNow Implementation Services discount is available for quantity 500 hours and above, per agency purchase. Discounts for ServiceNow Implementation Services are applied to the current GSA price. Discounts for ServiceNow Implementation Services cannot be aggregated across eligible parent and sub agencies. Implementation Services do not qualify towards annual spend calculations below. **Discount Level Detail Aggregate discounts are calculated on a per agency basis. Agencies are eligible for additional discounts based on the following: Level 1 Discount Level is reached when parent agency reaches annual spend of $1,000,000 Level 2 Discount Level is reached when parent agency reaches annual spend of $2,000,000 Level 3 Discount Level is reached when parent agency reaches annual spend of $4,000,000 Annual spend is calculated based on the total aggregate purchases made by any combination of sub agencies that fall underneath a parent agency in a 12 month period (Jan 1 - Dec 31). A full listing of eligible parent and sub agencies can be found on OPM.gov located HERE. ATTACHMENT III D – U.S. Government ServiceNow FITARA Addendum SOLUTION 1 Hybrid Cloud Infrastructure Pilot/Micro Agency Solution IT SERVICE MANAGEMENT 115 Page | 88 Compress the time to identify, respond, and resolve cyber security threats through consolidation of security alerts, workflows, and automation. Security Operations consists of three modules: Security Incident Response, Vulnerability Response, and Threat Intelligence. Security Operations integrates with your existing Security Incident and Event Management (SIEM) system, vulnerability management system, threat data feeds, or other security products to pull data into ServiceNow. Using the ServiceNow platform, that data is correlated with the CMDB to prioritize security incidents or vulnerable items based upon their impact to their corresponding business applications. Each indicator of compromise (IOC) is tracked from discovery to closure and creates a historical audit record. Security Operations ships with pre-packaged workflows, which are customizable, as well as a security workflow engine. Security Operations provides service level reporting, real time correlation, and security event management. The Standard Solution includes the Annual Subscription and support for the first 1,000 devices. SKU Description List Price GSA Price Discount Level 1** Discount Level 2** Discount Level 3** 188-SNPROD02213 ServiceNow® Security Operations Standard (1,000 Devices Included) - Module $8,333.33/ month $8,291.35/ month $7,959.69 $7,710.95 $7,462.21 188-SNPROD02214 ServiceNow® Security Operations Standard - Tier 1 (Up To 4,999 Devices) (250 Device Minimum) $2.50 per device/ month $2.49 per device/ month $2.39 $2.31 $2.24 188-SNPROD02215 ServiceNow® Security Operations Standard - Tier 2 (Up To 24,999 Devices) (250 Device Minimum) $2.00 per device/ month $1.99 per device/ month $1.92 $1.86 $1.80 188-SNPROD02216 ServiceNow® Security Operations Standard - Tier 3 (Up To 74,999 Devices) (250 Device Minimum) $1.25 per device/ month $1.24 per device/ month $1.19 $1.15 $1.12 188-SNPROD02217 ServiceNow® Security Operations Standard - Tier 4 (75,000 Devices and Above) (250 Device Minimum) $0.80 per device/ month $0.80 per device/ month $0.76 $0.74 $0.72 *SVCTSOWTAILIMP ServiceNow Implementation Services T&M $250/hr $248.74/hr $223.87 (Minimum 500 hours) *A 10% ServiceNow Implementation Services discount is available for quantity 500 hours and above, per agency purchase. Discounts for ServiceNow Implementation Services are applied to the current GSA price. Discounts for ServiceNow Implementation Services cannot be aggregated across eligible parent and sub agencies. Implementation Services do not qualify towards annual spend calculations below. **Discount Level Detail Aggregate discounts are calculated on a per agency basis. Agencies are eligible for additional discounts based on the following: Level 1 Discount Level is reached when parent agency reaches annual spend of $1,000,000 Level 2 Discount Level is reached when parent agency reaches annual spend of $2,000,000 Level 3 Discount Level is reached when parent agency reaches annual spend of $4,000,000 Annual spend is calculated based on the total aggregate purchases made by any combination of sub agencies that fall underneath a parent agency in a 12 month period (Jan 1 - Dec 31). A full listing of eligible parent and sub agencies can be found on OPM.gov located HERE. SOLUTION 2 CYBER SECURITY OPERATIONS 116 Page | 89 ITOM encompasses a set of capabilities for ensuring that enterprise infrastructure and applications are optimized and always available for the business. ITOM enables infrastructure, applications, and processes to be managed in a highly automated – and service-centric – manner. The ITOM suite gives enterprises a comprehensive, integrated platform for managing both business services and IT assets, and for understanding the relationships between these. This allows enterprises to take a business-centric approach to service delivery and assurance. By acting as a single system of record, ServiceNow also gives IT better control of their systems and resources – including public and private clouds. It also allows them to automate key processes, improve compliance, governance, and driving increased accuracy and efficiency. With ServiceNow’s ITOM solution, customers can automatically build and maintain accurate, up-to-date service maps that show how each business service depends on individual applications and infrastructure components, gain real-time visibility of the health of individual business services, accelerate root cause analysis and reduce Mean Time to Resolution (MTTR) by understanding how application and infrastructure issues affect specific business services, prioritize resolution of infrastructure and application issues, automatically remediate issues before they impact service quality, improve service effectiveness and reduce cost of delivery, and optimize existing services, and deliver new services more quickly and with higher quality. The Asset Management Solution includes: ITSM, ITOM, and Platform Runtime. SKU Description List Price GSA Price Discount Level 1** Discount Level 2** Discount Level 3** 188-SNPROD02140 ServiceNow® Service Management Suite v2 With Performance Analytics - Fulfiller User $120.00/ month $119.40/ month $114.62 $111.04 $107.46 188-SNPROD02240 ServiceNow® ServiceWatch Suite v2 - Node (250 Node Minimum Quantity) $26.00/ month $25.87/ month $24.84 $24.06 $23.29 188- SNCPROD90781 ServiceNow® Platform Runtime – Fulfiller User $35.00/ month $34.74/ month $33.35 $32.31 $31.27 *SVCTSOWTAILIMP ServiceNow Implementation Services T&M $250/hr $248.74/hr $223.87 (Minimum 500 hours) *A 10% ServiceNow Implementation Services discount is available for quantity 500 hours and above, per agency purchase. Discounts for ServiceNow Implementation Services are applied to the current GSA price. Discounts for ServiceNow Implementation Services cannot be aggregated across eligible parent and sub agencies. Implementation Services do not qualify towards annual spend calculations below. **Discount Level Detail Aggregate discounts are calculated on a per agency basis. Agencies are eligible for additional discounts based on the following: Level 1 Discount Level is reached when parent agency reaches annual spend of $1,000,000 Level 2 Discount Level is reached when parent agency reaches annual spend of $2,000,000 Level 3 Discount Level is reached when parent agency reaches annual spend of $4,000,000 Annual spend is calculated based on the total aggregate purchases made by any combination of sub agencies that fall underneath a parent agency in a 12 month period (Jan 1 - Dec 31). A full listing of eligible parent and sub agencies can be found on OPM.gov located HERE. SOLUTION 3 IT OPERATIONS MANAGEMENT 117 Page | 90 Reduce the cost of delivering services to your agency’s external customers/ constituents while improving their satisfaction levels. ServiceNow Customer Service Management (CSM) delivers effortless service to increase customer satisfaction while proactively reducing case volumes and costs. Connect departments, workflows, and systems, resolve underlying issues, and automate service across the enterprise. Create a web-based customer registration portal for self-registration, knowledge search, and case creation. Enable customer engagement via the web portal, email, chat, phone, and social media. Store social media profile information and link social media messages to cases, enabling customer service agents to engage with customers through social media channels. Display the relevant information for case assignment in the ServiceNow CSM workbench and use predefined criteria to evaluate agents and assign cases. Automate this process by creating assignment rules to route cases to the appropriate agents. The Customer Service Management Solution includes: Customer Service Management. SKU Description List Price GSA Price Discount Level 1** Discount Level 2** Discount Level 3** 188-SNPROD02230 ServiceNow® Customer Service Management v2 $125.00/ month $124.37/ month $119.40 $115.67 $111.94 188- SNPROD02232 ServiceNow® Customer Service Management v2 (1,000 Additional Customer Portal Visits) $60.00/ month $59.70/ month $57.31 $55.52 $53.73 *SVCTSOWTAILIMP ServiceNow Implementation Services T&M $250/hr $248.74/hr $223.87 (Minimum 500 hours) *A 10% ServiceNow Implementation Services discount is available for quantity 500 hours and above, per agency purchase. Discounts for ServiceNow Implementation Services are applied to the current GSA price. Discounts for ServiceNow Implementation Services cannot be aggregated across eligible parent and sub agencies. Implementation Services do not qualify towards annual spend calculations below. **Discount Level Detail Aggregate discounts are calculated on a per agency basis. Agencies are eligible for additional discounts based on the following: Level 1 Discount Level is reached when parent agency reaches annual spend of $1,000,000 Level 2 Discount Level is reached when parent agency reaches annual spend of $2,000,000 Level 3 Discount Level is reached when parent agency reaches annual spend of $4,000,000 Annual spend is calculated based on the total aggregate purchases made by any combination of sub agencies that fall underneath a parent agency in a 12 month period (Jan 1 - Dec 31). A full listing of eligible parent and sub agencies can be found on OPM.gov located HERE Provide your agency workforce with a consumer grade experience for HR, which will increase employee satisfaction and productivity and service more employees using less HR resources. ServiceNow HR Service Management provides the ability to track and manage HR cases, to have consistent knowledge across organization, to enable a standard end-user experience. Increase HR efficiency with knowledge portals along with automated case management and allow each HR service agent to be more efficient and support more employees. Reports and dashboards give visibility into the volume and types of service requests, allowing HR to make better resource decisions and proactively improve services. Automate workflows that span beyond HR; processes, like onboarding, that involve multiple departments are routed to the right people for action, creating a seamless service experience. SOLUTION 4 CUSTOMER SERVICE MANAGEMENT SOLUTION 5 HR SERVICE MANAGEMENT 118 Page | 91 The HR Service Management Solution includes: Human Resources Service Management and Enterprise SKU Description List Price GSA Price Discount Level 1** Discount Level 2** Discount Level 3** 188-SNPROD02205 ServiceNow® HR Service Management - HR User (1000 HR User Minimum Quantity) $5.00/ month $4.97/ month $4.78 $4.63 $4.48 188-SNCHRSERVICEF ServiceNow HR Service Automation – Fulfiller User $50.00/ month $49.62/ month $47.64 $46.15 $44.66 *SVCTSOWTAILIMP ServiceNow Implementation Services T&M $250/hr $248.74/hr $223.87 (Minimum 500 hours) *A 10% ServiceNow Implementation Services discount is available for quantity 500 hours and above, per agency purchase. Discounts for ServiceNow Implementation Services are applied to the current GSA price. Discounts for ServiceNow Implementation Services cannot be aggregated across eligible parent and sub agencies. Implementation Services do not qualify towards annual spend calculations below. **Discount Level Detail Aggregate discounts are calculated on a per agency basis. Agencies are eligible for additional discounts based on the following: Level 1 Discount Level is reached when parent agency reaches annual spend of $1,000,000 Level 2 Discount Level is reached when parent agency reaches annual spend of $2,000,000 Level 3 Discount Level is reached when parent agency reaches annual spend of $4,000,000 Annual spend is calculated based on the total aggregate purchases made by any combination of sub agencies that fall underneath a parent agency in a 12 month period (Jan 1 - Dec 31). A full listing of eligible parent and sub agencies can be found on OPM.gov located HERE. ServiceNow Platform provides enterprises a single mobile and web application development platform to build business applications at light speed for orchestrating action across the enterprise. The platform provides a single data source for the entire enterprise eliminating the complexity and limitations of information silos. Applications can be rapidly built on the ServiceNow Platform by delegating development to anyone in the enterprise, even outside IT, regardless of skill and experience levels. With the ServiceNow Platform your business can deliver a modern and engaging user experience with applications that power your digital transformation. The Create & Modernize Applications Solution utilizes Platform Runtime. SKU Description List Price GSA Price Discount Level 1** Discount Level 2** Discount Level 3** 188-SNCPROD90781 ServiceNow Platform Runtime – Fulfiller User $35.00/ month $34.74/ month $33.35 $32.31 $31.27 *SVCTSOWTAILIMP ServiceNow Implementation Services T&M $250/hr $248.74/hr $223.87 (Minimum 500 hours) *A 10% ServiceNow Implementation Services discount is available for quantity 500 hours and above, per agency purchase. Discounts for ServiceNow Implementation Services are applied to the current GSA price. SOLUTION 6 CREATE AND MODERNIZE APPLICATIONS 119 Page | 92 Discounts for ServiceNow Implementation Services cannot be aggregated across eligible parent and sub agencies. Implementation Services do not qualify towards annual spend calculations below. **Discount Level Detail Aggregate discounts are calculated on a per agency basis. Agencies are eligible for additional discounts based on the following: Level 1 Discount Level is reached when parent agency reaches annual spend of $1,000,000 Level 2 Discount Level is reached when parent agency reaches annual spend of $2,000,000 Level 3 Discount Level is reached when parent agency reaches annual spend of $4,000,000 Annual spend is calculated based on the total aggregate purchases made by any combination of sub agencies that fall underneath a parent agency in a 12 month period (Jan 1 - Dec 31). A full listing of eligible parent and sub agencies can be found on OPM.gov located HERE. ServiceNow Implementation (Foundational) Services Many organizations are looking for ability to move faster and establish some quick wins when they are modernizing and/or transforming their IT. ServiceNow Services team is that “secret sauce” that allows Government agencies to drive business transformation, deliver value sooner, to quickly innovate their services and tackle their most ambitious business goals that span across organizations. Our team is comprised of a ServiceNow Professional and Education Services team who have led thousands of implementations. The ServiceNow focus with Foundation Services for Modernizing IT is to improve visibility and reduce IT costs by incorporating best practices and standards into service management. Additionally, we consolidate and automate service management process so your team can focus on innovative projects, allowing IT to become a strategic partner of the business. This service is designed to help you quickly realize its value and provide a solid base for you to tackle more complex outcomes. 120 Page | 93 Approved IT Manufacturers: 10ZiG Technology Center for Internet Security (CISECURITY) GB & Smith MarkLogic Security Innovation Accela, Inc. Centrifuge Systems Gemedy, Inc. MeetingOne Securonix Accellion, Inc. centripetal networks Genesys MetaCarta ServiceNow AccessData Group, LLC Certes Networks Geofeedia Modria SevOne Aconex Certipath Gigamon MotionDSP SiteCompli, LLC. Acquia, Inc. cFive Solutions Inc. Globalscape mPower Innovations Skyhigh Networks, Inc. Acronis North America Cideon Google Narrative Science Skytree Actiance Ciena Govini NCS Technologies Socrata, Inc. Active Risk Inc. Cipher Cloud Granicus New Relic, Inc. Sonatype Adobe ClearInsight Solutions Greenlight Technologies Ngrain Sonim Advanced Kiosks Clockwork- Solutions Gridless Power Corporation Nimble Storage Splunk AgileCraft cloudera GroundWork nlyte Software SpringCM Akamai CloudFrontGrou p Haystax Novodynamic s SSH Government Solutions Inc Alexsys Corporation CloudPassage Hewlett Packard Enterprise Nutanix Stealthbits Alfresco CollabNet Hootsuite Media Inc. Oblong Symantec Alice Receptionist (WinTech LLC) CompassCom HPE Okta, Inc. Syntasa Anomali CompassData, Inc. HyperOffice Onapsis Tasktop ATTACHMENT V - Approved IT Manufacturers 121 Page | 94 APOS Computable Insights LLC Hypori OpenSGI Tech Soft 3D, Inc. AppSense Condusiv HyTrust Optensity TeleMate.net Software Apptio Confluent, Inc. IBM Optio Labs Tempered Networks AppViewX Contrast Security ID.me OSIsoft, LLC. Text2Them Aptean Corporate Reimbursement Services, Inc. Identity Automation OutSystems Thales e- Security Inc. Aqua Security Software Ltd Cutting Edge iHealthEngines Paxata Thetus Arcusys Cyber-Ark ikeGPS Pentaho ThinkSmart Arista Networks Cybersponse Imperva Pindrop Security ThreatConnect , Inc. AssetOptic Cylance imprivata Ping Identity Corporation Tintri Atlassian CyVision Technologies Info Security Corp (ISC) Pivotal TRADS Autodesk Databricks Inc. Infoblox piXlogic TransUnion Avecto Dataguise InQuisient PlanetRisk, Inc. Trend Micro AvePoint Public Sector, Inc. DataLocker Insight Engines platfora Trifacta Avere Systems Datameer Intergral Precise Tripwire Avue Technologies DataPipe Intermap Technologies Precise Biometrics Inc. Trusted.com Axon Enterprise, Inc. DatCard Systems, Inc. InterSpec Progress Software Trustwave Axway Datum Software, Inc. invincea Proofpoint, Inc. User1st Ltd. BasicGov DDN Storage iOra QlikTech Inc. UXstorm Basis Technology Delphix IPsoft Qmulos, LLC VCE Company, LLC BlackBag Tech Digital Guardian IT Consulting Partners LLC Quality Technology Services Venafi 122 Page | 95 Blackberry Digital Map Products Ivanti, Inc. Qualtrics Veracode BlackDuck Digital Reasoning Jama Software Qualys, Inc. VERITAS Blancco Technology Group DocuSign Jive Quantum Secure, Inc. videoNEXT Federal, Inc. Boeing Drawloop Kingston Technology Corporation Racktop Systems VIIAD Systems, LLC Bomgar dreamfactory Know Who ReadSpeaker Viptela Box, Inc. Druva Knowmadics Recommind Virtru Corporation BreezyPrint Corporation Dtex Systems Kofax Recorded Future Virtual Instruments Bromium Earthling Security Kove Corporation Red Hat Virtustream Bunchball Inc. EMC LaunchPad Careers, Inc. Resilient Vision Genesis Burning Glass EnterpriseDB LexisNexis ReversingLab s VMware CA Technologies eSync Training Liferay RSA Security Voxer Federal LLC CAFM Resources Exabeam Lightbend SafeNet Assured Technologies Voyager Analytics Inc Canda Solutions ExtraHop LinkedIn Corporation Salesforce.co m Waratek Inc Capsule Tech, Inc. F5 Networks, Inc. Liquidware Labs Samsung KNOX WhiteCanyon Software Carahsoft FireEye Load Dynamix SAP Workshare Technology CarePICS LLC FiscalNote, Inc. Lookout Inc. SAP NS2 WPI Services Carnegie Speech Company Five9 Lucidworks Saviynt x Matters Carpathia/Carpathi a Hosting Inc Flow Corporation LuminosoTechnologies , Inc SDL Government Xcential 123 Page | 96 Case Commons Fonteva Manhattan Software Seagate Government Solutions Zscaler, Inc. Cellebrite Forgerock MarketResearch.com, Inc SeamlessDocs 124 Contract Clause Document for Solicitation Number :FCIS-JB-980001-B Refresh Number :40 Contract Number :GS-35F-0119Y Created on August 17, 2017 125 TABLE OF CONTENTS Contract Clauses 52.202-1 - DEFINITIONS (NOV 2013)...................................................................................................... 1 52.203-13 - CONTRACTOR CODE OF BUSINESS ETHICS AND CONDUCT (OCT 2015)...................1 52.203-15 - WHISTLEBLOWER PROTECTIONS UNDER THE AMERICAN RECOVERY AND REINVESTMENT ACT OF 2009 (JUN 2010).............................................................................................4 52.203-17 - CONTRACTOR EMPLOYEE WHISTLEBLOWER RIGHTS AND REQUIREMENT TO INFORM EMPLOYEES OF WHISTLEBLOWER RIGHTS (APR 2014)....................................................4 52.203-3 - GRATUITIES (APR 1984).........................................................................................................4 52.203-6 - RESTRICTIONS ON SUBCONTRACTOR SALES TO THE GOVERNMENT (SEP 2006) (ALTERNATE I -- OCT 1995).....................................................................................................................5 52.204-10 - REPORTING EXECUTIVE COMPENSATION AND FIRST-TIER SUBCONTRACT AWARDS (OCT 2015).................................................................................................................................5 52.204-14 - SERVICE CONTRACT REPORTING REQUIREMENTS (JAN 2014)................................... 8 52.204-15 - SERVICE CONTRACT REPORTING REQUIREMENTS FOR INDEFINITE-DELIVERY CONTRACTS (JAN 2014)...........................................................................................................................9 52.204-18 - COMMERCIAL AND GOVERNMENT ENTITY CODE MAINTENANCE (JUL 2015).......10 52.204-19 - INCORPORATION BY REFERENCE OF REPRESENTATIONS AND CERTIFICATIONS (DEC 2014)............................................................................................................................................... 10 52.204-21 - BASIC SAFEGUARDING OF COVERED CONTRACTOR INFORMATION SYSTEMS (JUN 2016)..........................................................................................................................................................10 52.204-4 - PRINTED OR COPIED DOUBLE-SIDED ON POSTCONSUMER FIBER CONTENT PAPER (MAY 2011)............................................................................................................................................... 12 52.204-7 - SYSTEM FOR AWARD MANAGEMENT (JUL 2013)............................................................ 12 52.204-9 - PERSONAL IDENTITY VERIFICATION OF CONTRACTOR PERSONNEL (JAN 2011)....14 52.207-5 - OPTION TO PURCHASE EQUIPMENT (FEB 1995)............................................................14 52.209-10 - PROHIBITION ON CONTRACTING WITH INVERTED DOMESTIC CORPORATIONS (NOV 2015)............................................................................................................................................... 14 52.209-6 - PROTECTING THE GOVERNMENTS INTEREST WHEN SUBCONTRACTING WITH CONTRACTORS DEBARRED, SUSPENDED, OR PROPOSED FOR DEBARMENT (OCT 2015).......15 52.209-9 - UPDATES OF PUBLICLY AVAILABLE INFORMATION REGARDING RESPONSIBILITY MATTERS (JUL 2013).............................................................................................................................. 16 52.211-16 - VARIATION IN QUANTITY (APR 1984)..............................................................................17 52.212-4 - CONTRACT TERMS AND CONDITIONS--COMMERCIAL ITEMS (MAY 2015) (DEVIATION I -- FEB 2007).................................................................................................................... 17 52.212-4 - CONTRACT TERMS AND CONDITIONS--COMMERCIAL ITEMS (MAY 2015) (ALTERNATE I -- MAY 2014) (DEVIATION I -- FEB 2007)...................................................................21 52.212-5 - CONTRACT TERMS AND CONDITIONS REQUIRED TO IMPLEMENT STATUTES OR EXECUTIVE ORDERS - COMMERCIAL ITEMS (JUN 2016) (ALTERNATE II - MAR 2016)...............31 52.215-21 - REQUIREMENTS FOR CERTIFIED COST OR PRICING DATA AND DATA OTHER THAN CERTIFIED COST OR PRICING DATA--MODIFICATIONS (OCT 2010) (ALTERNATE IV - OCT 2010).................................................................................................................................................36 52.216-18 - ORDERING (OCT 1995) (DEVIATION II - FEB 2007).......................................................36 52.216-19 - ORDER LIMITATIONS (OCT 1995) (DEVIATED II - FEB 2007).......................................36 52.216-22 - INDEFINITE QUANTITY (OCT 1995).................................................................................38 52.217-8 - OPTION TO EXTEND SERVICES (NOV 1999).....................................................................38 52.217-9 - OPTION TO EXTEND THE TERM OF THE CONTRACT (MAR 2000)................................38 52.219-13 - NOTICE OF SET-ASIDE OF ORDERS (NOV 2011)............................................................38 52.219-14 - LIMITATIONS ON SUBCONTRACTING (NOV 2011).........................................................39 52.219-16 - LIQUIDATED DAMAGES--SUBCONTRACTING PLAN (JAN 1999).................................39 52.219-27 - NOTICE OF SERVICE-DISABLED VETERAN-OWNED SMALL BUSINESS SET-ASIDE (NOV 2011)............................................................................................................................................... 40 52.219-28 - POST-AWARD SMALL BUSINESS PROGRAM REREPRESENTATION (JUL 2013)........ 41 126 52.219-29 - NOTICE OF SET-ASIDE FOR, OR SOLE SOURCE AWARD TO, ECONOMICALLY DISADVANTAGED WOMEN-OWNED SMALL BUSINESS CONCERNS (DEC 2015)..........................42 52.219-3 - NOTICE OF TOTAL HUBZONE SET-ASIDE OR SOLE SOURCE AWARD (NOV 2011)....44 52.219-30 - NOTICE OF SET-ASIDE FOR, OR SOLE SOURCE AWARD TO, WOMEN-OWNED SMALL BUSINESS CONCERNS ELIGIBLE UNDER THE WOMEN-OWNED SMALL BUSINESS PROGRAM (DEC 2015)........................................................................................................................... 45 52.219-6 - NOTICE OF TOTAL SMALL BUSINESS SET-ASIDE (NOV 2011).......................................47 52.219-8 - UTILIZATION OF SMALL BUSINESS CONCERNS (OCT 2014)......................................... 48 52.219-9 - SMALL BUSINESS SUBCONTRACTING PLAN (OCT 2015) (ALTERNATE II -- OCT 2001)..........................................................................................................................................................49 52.222-1 - NOTICE TO THE GOVERNMENT OF LABOR DISPUTES (FEB 1997)..............................56 52.222-17 - NONDISPLACEMENT OF QUALIFIED WORKERS (MAY 2014)......................................56 52.222-19 - CHILD LABOR - COOPERATION WITH AUTHORITIES AND REMEDIES (FEB 2016).59 52.222-21 - PROHIBITION OF SEGREGATED FACILITIES (APR 2015).............................................60 52.222-26 - EQUAL OPPORTUNITY (APR 2015)...................................................................................61 52.222-29 - NOTIFICATION OF VISA DENIAL (APR 2015)..................................................................63 52.222-3 - CONVICT LABOR (JUN 2003)...............................................................................................63 52.222-35 - EQUAL OPPORTUNITY FOR VETERANS (OCT 2015)..................................................... 64 52.222-36 - EQUAL OPPORTUNITY FOR WORKERS WITH DISABILITIES (JUL 2014)................... 64 52.222-37 - EMPLOYMENT REPORTS ON VETERANS (FEB 2016).....................................................64 52.222-40 - NOTIFICATION OF EMPLOYEE RIGHTS UNDER THE NATIONAL LABOR RELATIONS ACT (DEC 2010).......................................................................................................................................65 52.222-41 - SERVICE CONTRACT LABOR STANDARDS (MAY 2014).................................................66 52.222-42 - STATEMENT OF EQUIVALENT RATES FOR FEDERAL HIRES (MAY 2014)..................72 52.222-43 - FAIR LABOR STANDARDS ACT AND SERVICE CONTRACT LABOR STANDARDSâ##PRICE ADJUSTMENT (MULTIPLE YEAR AND OPTION CONTRACTS) (MAY 2014)..........................................................................................................................................................72 52.222-50 - COMBATING TRAFFICKING IN PERSONS (MAR 2015)..................................................73 52.222-51 - EXEMPTION FROM APPLICATION OF THE SERVICE CONTRACT LABOR STANDARDS TO CONTRACTS FOR MAINTENANCE, CALIBRATION, OR REPAIR OF CERTAIN EQUIPMENT--REQUIREMENTS (MAY 2014)....................................................................................... 79 52.222-53 - EXEMPTION FROM APPLICATION OF THE SERVICE CONTRACT LABOR STANDARDS TO CONTRACTS FOR CERTAIN SERVICES--REQUIREMENTS (MAY 2014)..............80 52.222-54 - EMPLOYMENT ELIGIBILITY VERIFICATION (OCT 2015)..............................................81 52.222-55 - MINIMUM WAGES UNDER EXECUTIVE ORDER 13658 (DEC 2015).............................83 52.222-99 - ESTABLISHING A MINIMUM WAGE FOR CONTRACTORS (JUL 2014) (DEVIATION I â## JUL 2014)...........................................................................................................................................87 52.223-10 - WASTE REDUCTION PROGRAM (MAY 2011)...................................................................87 52.223-13 - ACQUISITION OF EPEAT--REGISTERED IMAGING EQUIPMENT (JUN 2014)............88 52.223-14 - ACQUISITION OF EPEAT®â##REGISTERED TELEVISIONS (JUN 2014)................... 89 52.223-15 - ENERGY EFFICIENCY IN ENERGY-CONSUMING PRODUCTS (DEC 2007).................89 52.223-16 - ACQUISITION OF EPEAT--REGISTERED PERSONAL COMPUTER PRODUCTS (OCT 2015)..........................................................................................................................................................90 52.223-17 - AFFIRMATIVE PROCUREMENT OF EPA-DESIGNATED ITEMS IN SERVICE AND CONSTRUCTION CONTRACTS (MAY 2008)..........................................................................................91 52.223-18 - ENCOURAGING CONTRACTOR POLICIES TO BAN TEXT MESSAGING WHILE DRIVING (AUG 2011)..............................................................................................................................91 52.223-19 - COMPLIANCE WITH ENVIRONMENTAL MANAGEMENT SYSTEMS (MAY 2011)........ 92 52.223-2 - AFFIRMATIVE PROCUREMENT OF BIOBASED PRODUCTS UNDER SERVICE AND CONSTRUCTION CONTRACTS (SEP 2013)...........................................................................................92 52.223-5 - POLLUTION PREVENTION AND RIGHT-TO-KNOW INFORMATION (MAY 2011).........93 52.224-1 - PRIVACY ACT NOTIFICATION (APR 1984).........................................................................93 52.224-2 - PRIVACY ACT (APR 1984).....................................................................................................94 52.225-13 - RESTRICTIONS ON CERTAIN FOREIGN PURCHASES (JUN 2008)................................94 52.225-5 - TRADE AGREEMENTS (FEB 2016).......................................................................................95 52.227-14 - RIGHTS IN DATA--GENERAL (MAY 2014).........................................................................97 52.228-5 - INSURANCE--WORK ON A GOVERNMENT INSTALLATION (JAN 1997).......................101 52.229-1 - STATE AND LOCAL TAXES (APR 1984) (DEVIATION I - MAY 2003)..............................102 52.229-3 - FEDERAL, STATE, AND LOCAL TAXES (FEB 2013) (DEVIATION I - FEB 2007).......... 102 52.232-33 - PAYMENT BY ELECTRONIC FUNDS TRANSFER -- SYSTEM FOR AWARD 127 MANAGEMENT (JUL 2013)...................................................................................................................103 52.232-34 - PAYMENT BY ELECTRONIC FUNDS TRANSFER--OTHER THAN SYSTEM FOR AWARD MANAGEMENT (JUL 2013) (DEVIATION I - FEB 2007)....................................................................104 52.232-36 - PAYMENT BY THIRD PARTY (MAY 2014) (DEVIATION I - MAY 2003).........................107 52.232-37 - MULTIPLE PAYMENT ARRANGEMENTS (MAY 1999)................................................... 108 52.232-40 - PROVIDING ACCELERATED PAYMENTS TO SMALL BUSINESS SUBCONTRACTORS (DEC 2013)............................................................................................................................................. 108 52.233-1 - DISPUTES (MAY 2014)........................................................................................................ 108 52.233-3 - PROTEST AFTER AWARD (AUG 1996)..............................................................................109 52.233-4 - APPLICABLE LAW FOR BREACH OF CONTRACT CLAIM (OCT 2004).........................110 52.237-2 - PROTECTION OF GOVERNMENT BUILDINGS, EQUIPMENT, AND VEGETATION (APR 1984)........................................................................................................................................................110 52.237-3 - CONTINUITY OF SERVICES (JAN 1991) (DEVIATION I - MAY 2003).............................110 52.239-1 - PRIVACY OR SECURITY SAFEGUARDS (AUG 1996).......................................................111 52.242-13 - BANKRUPTCY (JUL 1995).................................................................................................111 52.242-15 - STOP-WORK ORDER (AUG 1989)....................................................................................111 52.246-4 - INSPECTION OF SERVICES--FIXED-PRICE (AUG 1996) (DEVIATION I - MAY 2003).112 52.247-34 - F.O.B. DESTINATION (NOV 1991) (DEVIATION I - MAY 2003).....................................113 52.247-38 - F.O.B. INLAND CARRIER, POINT OF EXPORTATION (FEB 2006) (DEVIATION I - FEB 2007)........................................................................................................................................................113 52.247-39 - F.O.B. INLAND POINT, COUNTRY OF IMPORTATION (APR 1984).............................114 52.251-1 - GOVERNMENT SUPPLY SOURCES (APR 2012)............................................................... 114 52.252-2 - CLAUSES INCORPORATED BY REFERENCE (FEB 1998)...............................................115 552.203-71 - RESTRICTION ON ADVERTISING (SEP 1999).............................................................. 118 552.211-15 - DEFENSE PRIORITIES AND ALLOCATIONS SYSTEM REQUIREMENTS (SEP 2004)118 552.211-73 - MARKING (FEB 1996)......................................................................................................119 552.211-75 - PRESERVATION, PACKAGING, AND PACKING (FEB 1996) (ALTERNATE I - MAY 2003)........................................................................................................................................................119 552.211-77 - PACKING LIST (FEB 1996) (ALTERNATE I - MAY 2003)..............................................119 552.211-78 - COMMERCIAL DELIVERY SCHEDULE (MULTIPLE AWARD SCHEDULE) (FEB 1996)........................................................................................................................................................119 552.212-4 - CONTRACT TERMS AND CONDITIONS - COMMERCIAL ITEMS (MAY 2015) (ALTERNATE II - JUL 2009) (FAR DEVIATION - JUL 2015) (TAILORED)....................................... 120 552.212-70 - PREPARATION OF OFFER (MULTIPLE AWARD SCHEDULE) (AUG 1997)............. 128 552.212-71 - CONTRACT TERMS AND CONDITIONS APPLICABLE TO GSA ACQUISITION OF COMMERCIAL ITEMS (JUN 2016).......................................................................................................129 552.212-72 - CONTRACT TERMS AND CONDITIONS REQUIRED TO IMPLEMENT STATUTES OR EXECUTIVE ORDERS APPLICABLE TO GSA ACQUISITION OF COMMERCIAL ITEMS (JUN 2015)........................................................................................................................................................130 552.215-71 - EXAMINATION OF RECORDS BY GSA (MULTIPLE AWARD SCHEDULE) (JUL 2003)........................................................................................................................................................130 552.215-72 - PRICE ADJUSTMENT - FAILURE TO PROVIDE ACCURATE INFORMATION (AUG 1997)........................................................................................................................................................130 552.215-73 - NOTICE (JUL 2016)..........................................................................................................131 552.216-70 - ECONOMIC PRICE ADJUSTMENT - FSS MULTIPLE AWARD SCHEDULE CONTRACTS (SEP 1999) (ALTERNATE I - SEP 1999)........................................................................ 131 552.223-73 - PRESERVATION, PACKAGING, PACKING, MARKING AND LABELING OF HAZARDOUS MATERIALS (HAZMAT) FOR SHIPMENTS (JUN 2015)..............................................132 552.229-70 - FEDERAL, STATE, AND LOCAL TAXES (APR 1984).....................................................133 552.229-71 - FEDERAL EXCISE TAX--DC GOVERNMENT (SEP 1999)............................................ 133 552.232-23 - ASSIGNMENT OF CLAIMS (SEP 1999).......................................................................... 134 552.232-39 - UNENFORCEABILITY OF UNAUTHORIZED OBLIGATIONS (JUN 2013) (FAR DEVIATION - JUL 2015)........................................................................................................................134 552.232-74 - INVOICE PAYMENTS (SEP 1999)...................................................................................134 552.232-78 - COMMERCIAL SUPPLIER AGREEMENTS - UNENFORCEABLE CLAUSES (JUL 2015)........................................................................................................................................................135 552.232-79 - PAYMENT BY CREDIT CARD (MAY 2003).....................................................................137 552.232-8 - DISCOUNTS FOR PROMPT PAYMENT (APR 1989) (DEVIATION FAR 52.232-8) (ALTERNATE I - MAY 2003)..................................................................................................................138 552.232-81 - PAYMENTS BY NON-FEDERAL ORDERING ACTIVITIES (MAY 2003).......................138 128 552.232-83 - CONTRACTOR'S BILLING RESPONSIBILITIES (MAY 2003)........................................138 552.238-70 - IDENTIFICATION OF ELECTRONIC OFFICE EQUIPMENT PROVIDING ACCESSIBILITY FOR THE HANDICAPPED (SEP 1991)....................................................................139 552.238-72 - IDENTIFICATION OF PRODUCTS THAT HAVE ENVIRONMENTAL ATTRIBUTES (SEP 2003)........................................................................................................................................................139 552.238-73 - CANCELLATION (SEP 1999)...........................................................................................141 552.238-74 - INDUSTRIAL FUNDING FEE AND SALES REPORTING (MAY 2014).........................141 552.238-75 - PRICE REDUCTIONS (JUL 2016)...................................................................................143 552.238-77 - DEFINITION (FEDERAL SUPPLY SCHEDULES) - NON-FEDERAL ENTITY (JUL 2016)........................................................................................................................................................144 552.238-78 - SCOPE OF CONTRACT (ELIGIBLE ORDERING ACTIVITIES) (JUL 2016)................ 144 552.238-79 - USE OF FEDERAL SUPPLY SCHEDULE CONTRACTS BY CERTAIN ENTITIES - COOPERATIVE PURCHASING (JUL 2016).........................................................................................146 552.238-81 - MODIFICATION (FEDERAL SUPPLY SCHEDULE) (APR 2014) (ALTERNATE I - JUN 2016)........................................................................................................................................................147 552.246-73 - WARRANTY--MULTIPLE AWARD SCHEDULE (MAR 2000) (ALTERNATE I -- MAY 2003)........................................................................................................................................................149 552.252-6 - AUTHORIZED DEVIATIONS IN CLAUSES (SEP 1999) (DEVIATION FAR 52.252-6)...149 C-FSS-370 - CONTRACTOR TASKS / SPECIAL REQUIREMENTS (NOV 2003)................................149 C-FSS-412 - CHARACTERISTICS OF ELECTRIC CURRENT (MAY 2000)........................................ 150 C-FSS-425 - WORKMANSHIP (OCT 1988)...........................................................................................150 C-FSS-427 - ANSI STANDARDS (JUL 1991).........................................................................................151 CI-FSS-002 - SUBMISSION OF OFFERS -- ADDITIONAL INSTRUCTIONS (MAR 1996)................ 151 CI-FSS-052 - AUTHENTICATION OF PRODUCTS AND SERVICES (JAN 2010)..............................151 CI-FSS-055 - COMMERCIAL SATELLITE COMMUNICATION (COMSATCOM) SERVICES (DEC 2014)........................................................................................................................................................153 CI-FSS-056 - FEDERAL ACQUISITION REGULATION (FAR) PART 51 DEVIATION AUTHORITY (FEDERAL SUPPLY SCHEDULES) (JAN 2010)...................................................................................156 CI-FSS-152-N - ADDITIONAL EVALUATION FACTORS FOR NEW OFFERORS UNDER SCHEDULE 70 (SEP 2016)......................................................................................................................................... 156 CI-FSS-152-S - ADDITIONAL EVALUATION FACTORS FOR SUCCESSFUL FSS PROGRAM CONTRACTORS UNDER SCHEDULE 70 (OCT 2015)........................................................................162 D-FSS-471 - MARKING AND DOCUMENTATION REQUIREMENTS PER SHIPMENT (APR 1984)162 D-FSS-477 - TRANSSHIPMENTS (APR 1984).......................................................................................163 F-FSS-230 - DELIVERIES TO THE U.S. POSTAL SERVICE (JAN 1994)............................................163 F-FSS-736-A - EXPORT TRAFFIC RELEASE (OCT 1988)...................................................................163 G-FSS-900-C - CONTACT FOR CONTRACT ADMINISTRATION (JUL 2003)...................................163 G-FSS-906 - VENDOR MANAGED INVENTORY (VMI) PROGRAM (MAS) (JAN 1999)....................164 G-FSS-907 - ORDER ACKNOWLEDGEMENT (APR 1984)................................................................. 164 I-FSS-106 - GUARANTEED MINIMUM (JUL 2003).............................................................................165 I-FSS-108 - CLAUSES FOR OVERSEAS COVERAGE (MAY 2000)..................................................... 165 I-FSS-109 - ENGLISH LANGUAGE AND U.S. DOLLAR REQUIREMENTS (MAR 1998).................. 165 I-FSS-140-B - URGENT REQUIREMENTS (JAN 1994)........................................................................165 I-FSS-163 - OPTION TO EXTEND THE TERM OF THE CONTRACT (EVERGREEN) (APR 2000)..165 I-FSS-314 - FOREIGN TAXES AND DUTIES (DEC 1990)...................................................................166 I-FSS-40 - CONTRACTOR TEAM ARRANGEMENTS (JUL 2003).......................................................166 I-FSS-50 - PERFORMANCE REPORTING REQUIREMENTS (FEB 1995).........................................166 I-FSS-594 - PARTS AND SERVICE (OCT 1988)................................................................................... 167 I-FSS-597 - GSA ADVANTAGE! (OCT 2014)........................................................................................167 I-FSS-599 - ELECTRONIC COMMERCE--FACNET (SEP 2006).........................................................168 I-FSS-60 - PERFORMANCE INCENTIVES (APR 2000)....................................................................... 169 I-FSS-600 - CONTRACT PRICE LISTS (OCT 2016)............................................................................. 170 I-FSS-639 - CONTRACT SALES CRITERIA (MAR 2002)......................................................................173 I-FSS-644 - DEALERS AND SUPPLIERS (OCT 1988)..........................................................................174 I-FSS-646 - BLANKET PURCHASE AGREEMENTS (MAY 2000)........................................................174 I-FSS-680 - DISSEMINATION OF INFORMATION BY CONTRACTOR (APR 1984)......................... 174 I-FSS-969 - ECONOMIC PRICE ADJUSTMENT-FSS MULTIPLE AWARD SCHEDULE (OCT 2014)174 129 52.202-1 DEFINITIONS (NOV 2013) When a solicitation provision or contract clause uses a word or term that is defined in the Federal Acquisition Regulation (FAR), the word or term has the same meaning as the definition in FAR 2.101 in effect at the time the solicitation was issued, unless— (a) The solicitation, or amended solicitation, provides a different definition; (b) The contracting parties agree to a different definition; (c) The part, subpart, or section of the FAR where the provision or clause is prescribed provides a different meaning; or (d) The word or term is defined in FAR Part 31, for use in the cost principles and procedures 52.203-13 Contractor Code of Business Ethics and Conduct (OCT 2015) (a) Definitions. As used in this clause – Agent means any individual, including a director, an officer, an employee, or an independent Contractor, authorized to act on behalf of the organization. Full cooperation – (1) Means disclosure to the Government of the information sufficient for law enforcement to identify the nature and extent of the offense and the individuals responsible for the conduct. It includes providing timely and complete response to Government auditors' and investigators' request for documents and access to employees with information; (2) Does not foreclose any Contractor rights arising in law, the FAR, or the terms of the contract. It does not require – (i) A Contractor to waive its attorney-client privilege or the protections afforded by the attorney work product doctrine; or (ii) Any officer, director, owner, or employee of the Contractor, including a sole proprietor, to waive his or her attorney client privilege or Fifth Amendment rights; and (3) Does not restrict a Contractor from – (i) Conducting an internal investigation; or (ii) Defending a proceeding or dispute arising under the contract or related to a potential or disclosed violation. Principal means an officer, director, owner, partner, or a person having primary management or supervisory responsibilities within a business entity (e.g., general manager; plant manager; head of a division or business segment; and similar positions). Subcontract means any contract entered into by a subcontractor to furnish supplies or services for performance of a prime contract or a subcontract. Subcontractor means any supplier, distributor, vendor, or firm that furnished supplies or services to or for a prime contractor or another subcontractor. United States means the 50 States, the District of Columbia, and outlying areas. Contract Clauses for Solicitation FCIS-JB-980001-B Refresh Number 40 Contract Number: GS-35F-0119Y Page: 1 of 176 130 (b) Code of business ethics and conduct. (1) Within 30 days after contract award, unless the Contracting Officer establishes a longer time period, the Contractor shall – (i) Have a written code of business ethics and conduct; (ii) Make a copy of the code available to each employee engaged in performance of the contract. (2) The Contractor shall – (i) Exercise due diligence to prevent and detect criminal conduct; and (ii) Otherwise promote an organizational culture that encourages ethical conduct and a commitment to compliance with the law. (3) (i) The Contractor shall timely disclose, in writing, to the agency Office of the Inspector General (OIG), with a copy to the Contracting Officer, whenever, in connection with the award, performance, or closeout of this contract or any subcontract thereunder, the Contractor has credible evidence that a principal, employee, agent, or subcontractor of the Contractor has committed – (A) A violation of Federal criminal law involving fraud, conflict of interest, bribery, or gratuity violations found in Title 18 of the United States Code; or (B) A violation of the civil False Claims Act (31 U.S.C. 3729-3733). (ii) The Government, to the extent permitted by law and regulation, will safeguard and treat information obtained pursuant to the Contractor's disclosure as confidential where the information has been marked “confidential“ or “proprietary” by the company. To the extent permitted by law and regulation, such information will not be released by the Government to the public pursuant to a Freedom of Information Act request, 5 U.S.C. Section 552, without prior notification to the Contractor. The Government may transfer documents provided by the Contractor to any department or agency within the Executive Branch if the information relates to matters within the organization's jurisdiction. (iii) If the violation relates to an order against a Governmentwide acquisition contract, a multi-agency contract, a multiple-award schedule contract such as the Federal Supply Schedule, or any other procurement instrument intended for use by multiple agencies, the Contractor shall notify the OIG of the ordering agency and the IG of the agency responsible for the basic contract. (c) Business ethics awareness and compliance program and internal control system. This paragraph (c) does not apply if the Contractor has represented itself as a small business concern pursuant to the award of this contract or if this contract is for the acquisition of a commercial item as defined at FAR 2.101. The Contractor shall establish the following within 90 days after contract award, unless the Contracting Officer establishes a longer time period: (1) An ongoing business ethics awareness and compliance program. (i) This program shall include reasonable steps to communicate periodically and in a practical manner the Contractor's standards and procedures and other aspects of the Contractor's business ethics awareness and compliance program and internal control system, by conducting effective training programs and otherwise disseminating information appropriate to an individual's respective roles and responsibilities. (ii) The training conducted under this program shall be provided to the Contractor's Contract Clauses for Solicitation FCIS-JB-980001-B Refresh Number 40 Contract Number: GS-35F-0119Y Page: 2 of 176 131 principals and employees, and as appropriate, the Contractor's agents and subcontractors. (2) An internal control system. (i) The Contractor's internal control system shall – (A) Establish standards and procedures to facilitate timely discovery of improper conduct in connection with Government contracts; and (B) Ensure corrective measures are promptly instituted and carried out. (ii) At a minimum, the Contractor's internal control system shall provide for the following: (A) Assignment of responsibility at a sufficiently high level and adequate resources to ensure effectiveness of the business ethics awareness and compliance program and internal control system. (B) Reasonable efforts not to include an individual as a principal, whom due diligence would have exposed as having engaged in conduct that is in conflict with the Contractor's code of business ethics and conduct. (C) Periodic reviews of company business practices, procedures, policies, and internal controls for compliance with the Contractor's code of business ethics and conduct and the special requirements of Government contracting, including – (1) Monitoring and auditing to detect criminal conduct; (2) Periodic evaluation of the effectiveness of the business ethics awareness and compliance program and internal control system, especially if criminal conduct has been detected; and (3) Periodic assessment of the risk of criminal conduct, with appropriate steps to design, implement, or modify the business ethics awareness and compliance program and the internal control system as necessary to reduce the risk of criminal conduct identified through this process. (D) An internal reporting mechanism, such as a hotline, which allows for anonymity or confidentiality, by which employees may report suspected instances of improper conduct, and instructions that encourage employees to make such reports. (E) Disciplinary action for improper conduct or for failing to take reasonable steps to prevent or detect improper conduct. (F) Timely disclosure, in writing, to the agency OIG, with a copy to the Contracting Officer, whenever, in connection with the award, performance, or closeout of any Government contract performed by the Contractor or a subcontractor thereunder, the Contractor has credible evidence that a principal, employee, agent, or subcontractor of the Contractor has committed a violation of Federal criminal law involving fraud, conflict of interest, bribery, or gratuity violations found in Title 18 U.S.C. or a violation of the civil False Claims Act (31 U.S.C. 3729-3733). (1) If a violation relates to more than one Government contract, the Contractor may make the disclosure to the agency OIG and Contracting Officer responsible for the largest dollar value contract impacted by the violation. Contract Clauses for Solicitation FCIS-JB-980001-B Refresh Number 40 Contract Number: GS-35F-0119Y Page: 3 of 176 132 (2) If the violation relates to an order against a Governmentwide acquisition contract, a multi-agency contract, a multiple-award schedule contract such as the Federal Supply Schedule, or any other procurement instrument intended for use by multiple agencies, the contractor shall notify the OIG of the ordering agency and the IG of the agency responsible for the basic contract, and the respective agencies' contracting officers. (3) The disclosure requirement for an individual contract continues until at least 3 years after final payment on the contract. (4) The Government will safeguard such disclosures in accordance with paragraph (b)(3)(ii) of this clause. (G) Full cooperation with any Government agencies responsible for audits, investigations, or corrective actions. (d)Subcontracts. (1) The Contractor shall include the substance of this clause, including this paragraph (d), in subcontracts that have a value in excess of $5.5 million and a performance period of more than 120 days. (2) In altering this clause to identify the appropriate parties, all disclosures of violation of the civil False Claims Act or of Federal criminal law shall be directed to the agency Office of the Inspector General, with a copy to the Contracting Officer. 52.203-15 WHISTLEBLOWER PROTECTIONS UNDER THE AMERICAN RECOVERY AND REINVESTMENT ACT OF 2009 (JUN 2010) (a) The Contractor shall post notice of employees rights and remedies for whistleblower protections provided under section 1553 of the American Recovery and Reinvestment Act of 2009 (Pub. L. 111–5) (Recovery Act). (b) The Contractor shall include the substance of this clause, including this paragraph (b), in all subcontracts that are funded in whole or in part with Recovery Act funds. 52.203-17 CONTRACTOR EMPLOYEE WHISTLEBLOWER RIGHTS AND REQUIREMENT TO INFORM EMPLOYEES OF WHISTLEBLOWER RIGHTS (APR 2014) (a) This contract and employees working on this contract will be subject to the whistleblower rights and remedies in the pilot program on Contractor employee whistleblower protections established at 41 U.S.C. 4712 by section 828 of the National Defense Authorization Act for Fiscal Year 2013 (Pub. L. 112–239) and FAR 3.908. (b) The Contractor shall inform its employees in writing, in the predominant language of the workforce, of employee whistleblower rights and protections under 41 U.S.C. 4712, as described in section 3.908 of the Federal Acquisition Regulation. (c) The Contractor shall insert the substance of this clause, including this paragraph (c), in all subcontracts over the simplified acquisition threshold. 52.203-3 GRATUITIES (APR 1984) Contract Clauses for Solicitation FCIS-JB-980001-B Refresh Number 40 Contract Number: GS-35F-0119Y Page: 4 of 176 133 (a) The right of the Contractor to proceed may be terminated by written notice if, after notice and hearing, the agency head or a designee determines that the Contractor, its agent, or another representative— (1) Offered or gave a gratuity (e.g., an entertainment or gift) to an officer, official, or employee of the Government; and (2) Intended, by the gratuity, to obtain a contract or favorable treatment under a contract. (b) The facts supporting this determination may be reviewed by any court having lawful jurisdiction. (c) If this contract is terminated under paragraph (a) above, the Government is entitled— (1) To pursue the same remedies as in a breach of the contract; and (2) In addition to any other damages provided by law, to exemplary damages of not less than 3 nor more than 10 times the cost incurred by the Contractor in giving gratuities to the person concerned, as determined by the agency head or a designee. (This subparagraph (c)(2) is applicable only if this contract uses money appropriated to the Department of Defense.) (d) The rights and remedies of the Government provided in this clause shall not be exclusive and are in addition to any other rights and remedies provided by law or under this contract. 52.203-6 RESTRICTIONS ON SUBCONTRACTOR SALES TO THE GOVERNMENT (SEP 2006) (ALTERNATE I—OCT 1995) (a) Except as provided in (b) below, the Contractor shall not enter into any agreement with an actual or prospective subcontractor, nor otherwise act in any manner, which has or may have the effect of restricting sales by such subcontractors directly to the Government of any item or process (including computer software) made or furnished by the subcontractor under this contract or under any follow-on production contract. (b) The prohibition in paragraph (a) of this clause does not preclude the Contractor from asserting rights that are otherwise authorized by law or regulation. For acquisitions of commercial items, the prohibition in paragraph (a) applies only to the extent that any agreement restricting sales by subcontractors results in the Federal Government being treated differently from any other prospective purchaser for the sale of the commercial item(s). (c) The Contractor agrees to incorporate the substance of this clause, including this paragraph (c), in all subcontracts under this contract which exceed the simplified acquisition threshold. 52.204-10 REPORTING EXECUTIVE COMPENSATION AND FIRST-TIER SUBCONTRACT AWARDS (OCT 2015) (a)Definitions. As used in this clause: “Executive” means officers, managing partners, or any other employees in management positions. “First-tier subcontract” means a subcontract awarded directly by the Contractor for the purpose of acquiring supplies or services (including construction) for performance of a prime contract. It does not include the Contractor’s supplier agreements with vendors, such as long-term arrangements for materials or supplies that benefit multiple contracts and/or the costs of which are normally applied to a Contractor’s general and administrative expenses or indirect costs. “Month of award” means the month in which a contract is signed by the Contracting Officer or the month in which a first-tier subcontract is signed by the Contractor. Contract Clauses for Solicitation FCIS-JB-980001-B Refresh Number 40 Contract Number: GS-35F-0119Y Page: 5 of 176 134 “Total compensation” means the cash and noncash dollar value earned by the executive during the Contractor’s preceding fiscal year and includes the following (for more information see 17 CFR 229.402(c)(2)): (1)Salary and bonus. (2)Awards of stock, stock options, and stock appreciation rights.Use the dollar amount recognized for financial statement reporting purposes with respect to the fiscal year in accordance with the Financial Accounting Standards Board’s Accounting Standards Codification (FASB ASC) 718, Compensation-Stock Compensation. (3)Earnings for services under non-equity incentive plans. This does not include group life, health, hospitalization or medical reimbursement plans that do not discriminate in favor of executives, and are available generally to all salaried employees. (4)Change in pension value.This is the change in present value of defined benefit and actuarial pension plans. (5)Above-market earnings on deferred compensation which is not tax-qualified. (6) Other compensation, if the aggregate value of all such other compensation (e.g., severance, termination payments, value of life insurance paid on behalf of the employee, perquisites or property) for the executive exceeds $10,000. (b) Section 2(d)(2) of the Federal Funding Accountability and Transparency Act of 2006 (Pub. L. 109-282), as amended by section 6202 of the Government Funding Transparency Act of 2008 (Pub. L. 110-252), requires the Contractor to report information on subcontract awards. The law requires all reported information be made public, therefore, the Contractor is responsible for notifying its subcontractors that the required information will be made public. (c) Nothing in this clause requires the disclosure of classified information. (d) (1) Executive compensation of the prime contractor. As a part of its annual registration requirement in the System for Award Management (SAM) database (FAR provision 52.204-7), the Contractor shall report the names and total compensation of each of the five most highly compensated executives for its preceding completed fiscal year, if – (i) In the Contractor’s preceding fiscal year, the Contractor received – (A) 80 percent or more of its annual gross revenues from Federal contracts (and subcontracts), loans, grants (and subgrants), cooperative agreements, and other forms of Federal financial assistance; and (B) $25,000,000 or more in annual gross revenues from Federal contracts (and subcontracts), loans, grants (and subgrants), cooperative agreements, and other forms of Federal financial assistance; and (ii) The public does not have access to information about the compensation of the executives through periodic reports filed under section 13(a) or 15(d) of the Securities Exchange Act of 1934 (15 U.S.C. 78m(a), 78o(d)) or section 6104 of the Internal Revenue Code of 1986. (To determine if the public has access to the compensation information, see the U.S. Security and Exchange Commission total compensation filings at http://www.sec.gov/answers/execomp.htm.). (2)First-tier subcontract information. Unless otherwise directed by the contracting officer, or as provided in paragraph (g) of this clause, by the end of the month following the month of award of a first-tier subcontract with a value of $30,000 or more, the Contractor shall report the following information at http://www.fsrs.gov for that first-tier subcontract. (The Contractor shall follow the Contract Clauses for Solicitation FCIS-JB-980001-B Refresh Number 40 Contract Number: GS-35F-0119Y Page: 6 of 176 135 instructions at http://www.fsrs.gov to report the data.) (i) Unique identifier (DUNS Number) for the subcontractor receiving the award and for the subcontractor’s parent company, if the subcontractor has a parent company. (ii) Name of the subcontractor. (iii) Amount of the subcontract award. (iv) Date of the subcontract award. (v) A description of the products or services (including construction) being provided under the subcontract, including the overall purpose and expected outcomes or results of the subcontract. (vi) Subcontract number (the subcontract number assigned by the Contractor). (vii) Subcontractor’s physical address including street address, city, state, and country. Also include the nine-digit zip code and congressional district. (viii) Subcontractor’s primary performance location including street address, city, state, and country. Also include the nine-digit zip code and congressional district. (ix) The prime contract number, and order number if applicable. (x) Awarding agency name and code. (xi) Funding agency name and code. (xii) Government contracting office code. (xiii) Treasury account symbol (TAS) as reported in FPDS. (xiv) The applicable North American Industry Classification System code (NAICS). (3)Executive compensation of the first-tier subcontractor. Unless otherwise directed by the Contracting Officer, by the end of the month following the month of award of a first-tier subcontract with a value of $30,000 or more, and annually thereafter (calculated from the prime contract award date), the Contractor shall report the names and total compensation of each of the five most highly compensated executives for that first-tier subcontractor for the first-tier subcontractor’s preceding completed fiscal year at http://www.fsrs.gov, if – (i) In the subcontractor’s preceding fiscal year, the subcontractor received – (A) 80 percent or more of its annual gross revenues from Federal contracts (and subcontracts), loans, grants (and subgrants), cooperative agreements, and other forms of Federal financial assistance; and (B) $25,000,000 or more in annual gross revenues from Federal contracts (and subcontracts), loans, grants (and subgrants), cooperative agreements, and other forms of Federal financial assistance; and (ii) The public does not have access to information about the compensation of the executives through periodic reports filed under section 13(a) or 15(d) of the Securities Exchange Act of 1934 (15 U.S.C. 78m(a), 78o(d)) or section 6104 of the Internal Revenue Code of 1986. (To determine if the public has access to the compensation information, see the U.S. Security and Exchange Commission total compensation filings at http://www.sec.gov/answers/execomp.htm.) (e) The Contractor shall not split or break down first-tier subcontract awards to a value less than $30,000 to avoid the reporting requirements in paragraph (d) of this clause. (f) The Contractor is required to report information on a first-tier subcontract covered by paragraph (d) when the subcontract is awarded. Continued reporting on the same subcontract is not required unless Contract Clauses for Solicitation FCIS-JB-980001-B Refresh Number 40 Contract Number: GS-35F-0119Y Page: 7 of 176 136 one of the reported data elements changes during the performance of the subcontract. The Contractor is not required to make further reports after the first-tier subcontract expires. (g) (1) If the Contractor in the previous tax year had gross income, from all sources, under $300,000, the Contractor is exempt from the requirement to report subcontractor awards. (2) If a subcontractor in the previous tax year had gross income from all sources under $300,000, the Contractor does not need to report awards for that subcontractor. (h) The FSRS database at http://www.fsrs.gov will be prepopulated with some information from SAM and FPDS databases. If FPDS information is incorrect, the contractor should notify the contracting officer. If the SAM database information is incorrect, the contractor is responsible for correcting this information. 52.204-14 SERVICE CONTRACT REPORTING REQUIREMENTS (JAN 2014) (a) Definition. First-tier subcontract means a subcontract awarded directly by the Contractor for the purpose of acquiring supplies or services (including construction) for performance of a prime contract. It does not include the Contractor’s supplier agreements with vendors, such as long-term arrangements for materials or supplies that benefit multiple contracts and/or the costs of which are normally applied to a Contractor’s general and administrative expenses or indirect costs. (b) The Contractor shall report, in accordance with paragraphs (c) and (d) of this clause, annually by October 31, for services performed under this contract during the preceding Government fiscal year (October 1–September 30). (c) The Contractor shall report the following information: (1) Contract number and, as applicable, order number. (2) The total dollar amount invoiced for services performed during the previous Government fiscal year under the contract. (3) The number of Contractor direct labor hours expended on the services performed during the previous Government fiscal year. (4) Data reported by subcontractors under paragraph (f) of this clause. (d) The information required in paragraph (c) of this clause shall be submitted via the internet at www.sam.gov. (See SAM User Guide). If the Contractor fails to submit the report in a timely manner, the contracting officer will exercise appropriate contractual remedies. In addition, the Contracting Officer will make the Contractor’s failure to comply with the reporting requirements a part of the Contractor’s performance information under FAR subpart 42.15. (e) Agencies will review Contractor reported information for reasonableness and consistency with available contract information. In the event the agency believes that revisions to the Contractor reported information are warranted, the agency will notify the Contractor no later than November 15. By November 30, the Contractor shall revise the report, or document its rationale for the agency. (f) (1) The Contractor shall require each first-tier subcontractor providing services under this contract, with subcontract(s) each valued at or above the thresholds set forth in 4.1703(a)(2), to provide the following detailed information to the Contractor in sufficient time to submit the report: Contract Clauses for Solicitation FCIS-JB-980001-B Refresh Number 40 Contract Number: GS-35F-0119Y Page: 8 of 176 137 (i) Subcontract number (including subcontractor name and DUNS number); and (ii) The number of first-tier subcontractor direct-labor hours expended on the services performed during the previous Government fiscal year. (2) The Contractor shall advise the subcontractor that the information will be made available to the public as required by section 743 of Division C of the Consolidated Appropriations Act, 2010. 52.204-15 SERVICE CONTRACT REPORTING REQUIREMENTS FOR INDEFINITE-DELIVERY CONTRACTS (JAN 2014) (a) Definition. First-tier subcontract means a subcontract awarded directly by the Contractor for the purpose of acquiring supplies or services (including construction) for performance of a prime contract. It does not include the Contractor’s supplier agreements with vendors, such as long-term arrangements for materials or supplies that benefit multiple contracts and/or the costs of which are normally applied to a Contractor’s general and administrative expenses or indirect costs. (b) The Contractor shall report, in accordance with paragraphs (c) and (d) of this clause, annually by October 31, for services performed during the preceding Government fiscal year (October 1– September 30) under this contract for orders that exceed the thresholds established in 4.1703(a)(2). (c) The Contractor shall report the following information: (1) Contract number and order number. (2) The total dollar amount invoiced for services performed during the previous Government fiscal year under the order. (3) The number of Contractor direct labor hours expended on the services performed during the previous Government fiscal year. (4) Data reported by subcontractors under paragraph (f) of this clause. (d) The information required in paragraph (c) of this clause shall be submitted via the internet at www.sam.gov. (See SAM User Guide). If the Contractor fails to submit the report in a timely manner, the Contracting Officer will exercise appropriate contractual remedies. In addition, the Contracting Officer will make the Contractor’s failure to comply with the reporting requirements a part of the Contractor’s performance information under FAR subpart 42.15. (e) Agencies will review Contractor reported information for reasonableness and consistency with available contract information. In the event the agency believes that revisions to the Contractor reported information are warranted, the agency will notify the Contractor no later than November 15. By November 30, the Contractor shall revise the report, or document its rationale for the agency. (f) (1) The Contractor shall require each first-tier subcontractor providing services under this contract, with subcontract(s) each valued at or above the thresholds set forth in 4.1703(a)(2), to provide the following detailed information to the Contractor in sufficient time to submit the report: (i) Subcontract number (including subcontractor name and DUNS number), and (ii) The number of first-tier subcontractor direct-labor hours expended on the services performed during the previous Government fiscal year. (2) The Contractor shall advise the subcontractor that the information will be made available to Contract Clauses for Solicitation FCIS-JB-980001-B Refresh Number 40 Contract Number: GS-35F-0119Y Page: 9 of 176 138 the public as required by section 743 of Division C of the Consolidated Appropriations Act, 2010. 52.204-18 COMMERCIAL AND GOVERNMENT ENTITY CODE MAINTENANCE (JUL 2015) (a)Definition. As used in this clause — Commercial and Government Entity (CAGE) code means — (1) An identifier assigned to entities located in the United States or its outlying areas by the Defense Logistics Agency (DLA) Contractor and Government Entity (CAGE) Branch to identify a commercial or government entity, or (2) An identifier assigned by a member of the North Atlantic Treaty Organization (NATO) or by the NATO Support Agency (NSPA) to entities located outside the United States and its outlying areas that the DLA Contractor and Government Entity (CAGE) Branch records and maintains in the CAGE master file. This type of code is known as an NCAGE code. (b) Contractors shall ensure that the CAGE code is maintained throughout the life of the contract. For contractors registered in the System for Award Management (SAM), the DLA Contractor and Government Entity (CAGE) Branch shall only modify data received from SAM in the CAGE master file if the contractor initiates those changes via update of its SAM registration. Contractors undergoing a novation or change-of-name agreement shall notify the contracting officer in accordance with subpart 42.12. The contractor shall communicate any change to the CAGE code to the contracting officer within 30 days after the change, so that a modification can be issued to update the CAGE code on the contract. (c) Contractors located in the United States or its outlying areas that are not registered in SAM shall submit written change requests to the DLA Contractor and Government Entity (CAGE) Branch. Requests for changes shall be provided on a DD Form 2051, Request for Assignment of a Commercial and Government Entity (CAGE) Code, to the address shown on the back of the DD Form 2051. Change requests to the CAGE master file are accepted from the entity identified by the code. (d) Contractors located outside the United States and its outlying areas that are not registered in SAM shall contact the appropriate National Codification Bureau or NSPA to request CAGE changes. Points of contact for National Codification Bureaus and NSPA, as well as additional information on obtaining NCAGE codes, are available at http://www.dlis.dla.mil/nato/ObtainCAGE.asp. (e) Additional guidance for maintaining CAGE codes is available at http://www.dlis.dla.mil/cage_welcome.asp. 52.204-19 INCORPORATION BY REFERENCE OF REPRESENTATIONS AND CERTIFICATIONS (DEC 2014) The Contractor’s representations and certifications, including those completed electronically via the System for Award Management (SAM), are incorporated by reference into the contract. 52.204-21 BASIC SAFEGUARDING OF COVERED CONTRACTOR INFORMATION SYSTEMS (JUN 2016) (a)Definitions.As used in this clause — Covered contractor information system means an information system that is owned or operated by a contractor that processes, stores, or transmits Federal contract information. Contract Clauses for Solicitation FCIS-JB-980001-B Refresh Number 40 Contract Number: GS-35F-0119Y Page: 10 of 176 139 Federal contract information means information, not intended for public release, that is provided by or generated for the Government under a contract to develop or deliver a product or service to the Government, but not including information provided by the Government to the public (such as on public Web sites) or simple transactional information, such as necessary to process payments. Information means any communication or representation of knowledge such as facts, data, or opinions, in any medium or form, including textual, numerical, graphic, cartographic, narrative, or audiovisual (Committee on National Security Systems Instruction (CNSSI) 4009). Information system means a discrete set of information resources organized for the collection, processing, maintenance, use, sharing, dissemination, or disposition of information (44 U.S.C. 3502). Safeguarding means measures or controls that are prescribed to protect information systems. (b)Safeguarding requirements and procedures. (1) The Contractor shall apply the following basic safeguarding requirements and procedures to protect covered contractor information systems. Requirements and procedures for basic safeguarding of covered contractor information systems shall include, at a minimum, the following security controls: (i) Limit information system access to authorized users, processes acting on behalf of authorized users, or devices (including other information systems). (ii) Limit information system access to the types of transactions and functions that authorized users are permitted to execute. (iii) Verify and control/limit connections to and use of external information systems. (iv) Control information posted or processed on publicly accessible information systems. (v) Identify information system users, processes acting on behalf of users, or devices. (vi) Authenticate (or verify) the identities of those users, processes, or devices, as a prerequisite to allowing access to organizational information systems. (vii) Sanitize or destroy information system media containing Federal Contract Information before disposal or release for reuse. (viii) Limit physical access to organizational information systems, equipment, and the respective operating environments to authorized individuals. (ix) Escort visitors and monitor visitor activity; maintain audit logs of physical access; and control and manage physical access devices. (x) Monitor, control, and protect organizational communications (i.e., information transmitted or received by organizational information systems) at the external boundaries and key internal boundaries of the information systems. (xi) Implement subnetworks for publicly accessible system components that are physically or logically separated from internal networks. (xii) Identify, report, and correct information and information system flaws in a timely manner. (xiii) Provide protection from malicious code at appropriate locations within organizational information systems. Contract Clauses for Solicitation FCIS-JB-980001-B Refresh Number 40 Contract Number: GS-35F-0119Y Page: 11 of 176 140 (xiv) Update malicious code protection mechanisms when new releases are available. (xv) Perform periodic scans of the information system and real-time scans of files from external sources as files are downloaded, opened, or executed. (2)Other requirements.This clause does not relieve the Contractor of any other specific safeguarding requirements specified by Federal agencies and departments relating to covered contractor information systems generally or other Federal safeguarding requirements for controlled unclassified information (CUI) as established by Executive Order 13556. (c)Subcontracts.The Contractor shall include the substance of this clause, including this paragraph (c), in subcontracts under this contract (including subcontracts for the acquisition of commercial items, other than commercially available off-the-shelf items), in which the subcontractor may have Federal contract information residing in or transiting through its information system. 52.204-4 PRINTED OR COPIED DOUBLE-SIDED ON POSTCONSUMER FIBER CONTENT PAPER (MAY 2011) (a)Definitions. As used in this clause— Postconsumer fiber means— (1) Paper, paperboard, and fibrous materials from retail stores, office buildings, homes, and so forth, after they have passed through their end-usage as a consumer item, including: used corrugated boxes; old newspapers; old magazines; mixed waste paper; tabulating cards; and used cordage; or (2) All paper, paperboard, and fibrous materials that enter and are collected from municipal solid waste; but not (3) Fiber derived from printers’ over-runs, converters’ scrap, and over-issue publications. (b) The Contractor is required to submit paper documents, such as offers, letters, or reports that are printed or copied double-sided on paper containing at least 30 percent postconsumer fiber, whenever practicable, when not using electronic commerce methods to submit information or data to the Government. 52.204-7 SYSTEM FOR AWARD MANAGEMENT (JUL 2013) (a) Definitions. As used in this provision — Data Universal Numbering System (DUNS) number means the 9-digit number assigned by Dun and Bradstreet, Inc. (D&B) to identify unique business entities. Data Universal Numbering System+4 (DUNS+4) number means the DUNS number assigned by D&B plus a 4-character suffix that may be assigned by a business concern. (D&B has no affiliation with this 4-character suffix.) This 4-character suffix may be assigned at the discretion of the business concern to establish additional System for Award Management records for identifying alternative Electronic Funds Transfer (EFT) accounts (see the FAR at Subpart 32.11) for the same concern. Registered in the System for Award Management (SAM) database means that — (1) The offeror has entered all mandatory information, including the DUNS number or the DUNS+4 number, the Contractor and Government Entity (CAGE) code, as well as data required by the Federal Funding Accountability and Transparency Act of 2006 (see Subpart 4.14) into the SAM database; Contract Clauses for Solicitation FCIS-JB-980001-B Refresh Number 40 Contract Number: GS-35F-0119Y Page: 12 of 176 141 (2) The offeror has completed the Core, Assertions, and Representations and Certifications, and Points of Contact sections of the registration in the SAM database; (3) The Government has validated all mandatory data fields, to include validation of the Taxpayer Identification Number (TIN) with the Internal Revenue Service (IRS). The offeror will be required to provide consent for TIN validation to the Government as a part of the SAM registration process; and (4) The Government has marked the record “Active”. (b) (1) By submission of an offer, the offeror acknowledges the requirement that a prospective awardee shall be registered in the SAM database prior to award, during performance, and through final payment of any contract, basic agreement, basic ordering agreement, or blanket purchasing agreement resulting from this solicitation. (2) The offeror shall enter, in the block with its name and address on the cover page of its offer, the annotation “DUNS” or “DUNS+4” followed by the DUNS or DUNS+4 number that identifies the offeror’s name and address exactly as stated in the offer. The DUNS number will be used by the Contracting Officer to verify that the offeror is registered in the SAM database. (c) If the offeror does not have a DUNS number, it should contact Dun and Bradstreet directly to obtain one. (1) An offeror may obtain a DUNS number — (i) Via the Internet at http://fedgov.dnb.com/webform or if offeror does not have internet access, it may call Dun and Bradstreet at 1-866-705-5711 if located within the United States; or (ii) If located outside the United States, by contacting the local Dun and Bradstreet office. The offeror should indicate that it is an offeror for a U.S. Government contract when contacting the local Dun and Bradstreet office. (2) The offeror should be prepared to provide the following information: (i) Company legal business. (ii) Tradestyle, doing business, or other name by which your entity is commonly recognized. (iii) Company Physical Street Address, City, State and Zip Code. (iv) Company Mailing Address, City, State and Zip Code (if separate from physical). (v) Company Telephone Number. (vi) Date the company was started. (vii) Number of employees at your location. (viii) Chief executive officer/key manager. (ix) Line of business (industry). (x) Company Headquarters name and address (reporting relationship within your entity). (d) If the Offeror does not become registered in the SAM database in the time prescribed by the Contracting Officer, the Contracting Officer will proceed to award to the next otherwise successful registered Offeror. (e) Processing time, which normally takes 48 hours, should be taken into consideration when registering. Offerors who are not registered should consider applying for registration immediately upon receipt of this solicitation. Contract Clauses for Solicitation FCIS-JB-980001-B Refresh Number 40 Contract Number: GS-35F-0119Y Page: 13 of 176 142 (f) Offerors may obtain information on registration at https://www.acquisition.gov. 52.204-9 PERSONAL IDENTITY VERIFICATION OF CONTRACTOR PERSONNEL (JAN 2011) (a) The Contractor shall comply with agency personal identity verification procedures identified in the contract that implement Homeland Security Presidential Directive-12 (HSPD-12), Office of Management and Budget (OMB) guidance M-05-24, and Federal Information Processing Standards Publication (FIPS PUB) Number 201. (b) The Contractor shall account for all forms of Government-provided identification issued to the Contractor employees in connection with performance under this contract. The Contractor shall return such identification to the issuing agency at the earliest of any of the following, unless otherwise determined by the Government: (1) When no longer needed for contract performance. (2) Upon completion of the Contractor employee’s employment. (3) Upon contract completion or termination. (c) The Contracting Officer may delay final payment under a contract if the Contractor fails to comply with these requirements. (d) The Contractor shall insert the substance of this clause, including this paragraph (d), in all subcontracts when the subcontractor‘s employees are required to have routine physical access to a Federally controlled facility and/or routine access to a Federally-controlled information system. It shall be the responsibility of the prime Contractor to return such identification to the issuing agency in accordance with the terms set forth in paragraph (b) of this section, unless otherwise approved in writing by the Contracting Officer. 52.207-5 OPTION TO PURCHASE EQUIPMENT (FEB 1995) (a) The Government may purchase the equipment provided on a lease or rental basis under this contract. The Contracting Officer may exercise this option only by providing a unilateral modification to the Contractor. The effective date of the purchase will be specified in the unilateral modification and may be any time during the period of the contract, including any extensions thereto. (b) Except for final payment and transfer of title to the Government, the lease or rental portion of the contract becomes complete and lease or rental charges shall be discontinued on the day immediately preceding the effective date of purchase specified in the unilateral modification required in paragraph (a) of this clause. (c) The purchase conversion cost of the equipment shall be computed as of the effective date specified in the unilateral modification required in paragraph (a) of this clause, on the basis of the purchase price set forth in the contract, minus the total purchase option credits accumulated during the period of lease or rental, calculated by the formula contained elsewhere in this contract. (d) The accumulated purchase option credits available to determine the purchase conversion cost will also include any credits accrued during a period of lease or rental of the equipment under any previous Government contract if the equipment has been on continuous lease or rental. The movement of equipment from one site to another site shall be “continuous rental.” 52.209-10 PROHIBITION ON CONTRACTING WITH INVERTED DOMESTIC CORPORATIONS (NOV 2014) Contract Clauses for Solicitation FCIS-JB-980001-B Refresh Number 40 Contract Number: GS-35F-0119Y Page: 14 of 176 143 (a)Definitions. As used in this clause – Inverted domestic corporation means a foreign incorporated entity that meets the definition of an inverted domestic corporation under 6 U.S.C. 395(b), applied in accordance with the rules and definitions of 6 U.S.C. 395(c). Subsidiary means an entity in which more than 50 percent of the entity is owned – (1) Directly by a parent corporation; or (2) Through another subsidiary of a parent corporation. (b) If the contractor reorganizes as an inverted domestic corporation or becomes a subsidiary of an inverted domestic corporation at any time during the period of performance of this contract, the Government may be prohibited from paying for Contractor activities performed after the date when it becomes an inverted domestic corporation or subsidiary. The Government may seek any available remedies in the event the Contractor fails to perform in accordance with the terms and conditions of the contract as a result of Government action under this clause. (c) Exceptions to this prohibition are located at 9.108-2. (d) In the event the Contractor becomes either an inverted domestic corporation, or a subsidiary of an inverted domestic corporation during contract performance, the Contractor shall give written notice to the Contracting Officer within five business days from the date of the inversion event. 52.209-6 PROTECTING THE GOVERNMENT'S INTEREST WHEN SUBCONTRACTING WITH CONTRACTORS DEBARRED, SUSPENDED, OR PROPOSED FOR DEBARMENT (OCT 2015) (a)Definition. “Commercially available off-the-shelf (COTS)” item, as used in this clause – (1) Means any item of supply (including construction material) that is – (i) A commercial item (as defined in paragraph (1) of the definition in FAR 2.101); (ii) Sold in substantial quantities in the commercial marketplace; and (iii) Offered to the Government, under a contract or subcontract at any tier, without modification, in the same form in which it is sold in the commercial marketplace; and (2) Does not include bulk cargo, as defined in 46 U.S.C. 40102(4), such as agricultural products and petroleum products. (b) The Government suspends or debars Contractors to protect the Government’s interests. Other than a subcontract for a commercially available off-the-shelf item, the Contractor shall not enter into any subcontract, in excess of $35,000 with a Contractor that is debarred, suspended, or proposed for debarment by any executive agency unless there is a compelling reason to do so. (c) The Contractor shall require each proposed subcontractor whose subcontract will exceed $35,000, other than a subcontractor providing a commercially available off-the-shelf item, to disclose to the Contractor, in writing, whether as of the time of award of the subcontract, the subcontractor, or its principals, is or is not debarred, suspended, or proposed for debarment by the Federal Government. (d) A corporate officer or a designee of the Contractor shall notify the Contracting Officer, in writing, before entering into a subcontract with a party (other than a subcontractor providing a commercially available off-the-shelf item) that is debarred, suspended, or proposed for debarment (see FAR 9.404 for information on the System for Award Management (SAM) Exclusions). The notice must include the Contract Clauses for Solicitation FCIS-JB-980001-B Refresh Number 40 Contract Number: GS-35F-0119Y Page: 15 of 176 144 following: (1) The name of the subcontractor. (2) The Contractor’s knowledge of the reasons for the subcontractor being listed with an exclusion in SAM. (3) The compelling reason(s) for doing business with the subcontractor notwithstanding its being listed with an exclusion in SAM. (4) The systems and procedures the Contractor has established to ensure that it is fully protecting the Government’s interests when dealing with such subcontractor in view of the specific basis for the party’s debarment, suspension, or proposed debarment. (e)Subcontracts.Unless this is a contract for the acquisition of commercial items, the Contractor shall include the requirements of this clause, including this paragraph (e) (appropriately modified for the identification of the parties), in each subcontract that – (1) Exceeds $35,000 in value; and (2) Is not a subcontract for commercially available off-the-shelf items. 52.209-9 UPDATES OF PUBLICLY AVAILABLE INFORMATION REGARDING RESPONSIBILITY MATTERS (JUL 2013) (a) The Contractor shall update the information in the Federal Awardee Performance and Integrity Information System (FAPIIS) on a semi-annual basis, throughout the life of the contract, by posting the required information in the System for Award Management database via https://www.acquisition.gov. (b) As required by section 3010 of the Supplemental Appropriations Act, 2010 (Pub. L. 111–212), all information posted in FAPIIS on or after April 15, 2011, except past performance reviews, will be publicly available. FAPIIS consists of two segments — (1) The non-public segment, into which Government officials and the Contractor post information, which can only be viewed by — (i) Government personnel and authorized users performing business on behalf of the Government; or (ii) The Contractor, when viewing data on itself; and (2) The publicly-available segment, to which all data in the non-public segment of FAPIIS is automatically transferred after a waiting period of 14 calendar days, except for — (i) Past performance reviews required by subpart 42.15; (ii) Information that was entered prior to April 15, 2011; or (iii) Information that is withdrawn during the 14-calendar-day waiting period by the Government official who posted it in accordance with paragraph (c)(1) of this clause. (c) The Contractor will receive notification when the Government posts new information to the Contractor’s record. (1) If the Contractor asserts in writing within 7 calendar days, to the Government official who posted the information, that some of the information posted to the nonpublic segment of FAPIIS is covered by a disclosure exemption under the Freedom of Information Act, the Government Contract Clauses for Solicitation FCIS-JB-980001-B Refresh Number 40 Contract Number: GS-35F-0119Y Page: 16 of 176 145 official who posted the information must within 7 calendar days remove the posting from FAPIIS and resolve the issue in accordance with agency Freedom of Information procedures, prior to reposting the releasable information. The contractor must cite 52.209–9 and request removal within 7 calendar days of the posting to FAPIIS. (2) The Contractor will also have an opportunity to post comments regarding information that has been posted by the Government. The comments will be retained as long as the associated information is retained, i.e., for a total period of 6 years. Contractor comments will remain a part of the record unless the Contractor revises them. (3) As required by section 3010 of Pub. L. 111–212, all information posted in FAPIIS on or after April 15, 2011, except past performance reviews, will be publicly available. (d) Public requests for system information posted prior to April 15, 2011, will be handled under Freedom of Information Act procedures, including, where appropriate, procedures promulgated under E.O. 12600. 52.211-16 VARIATION IN QUANTITY (APR 1984) (a) A variation in the quantity of any item called for by this contract will not be accepted unless the variation has been caused by conditions of loading, shipping, or packing, or allowances in manufacturing processes, and then only to the extent, if any, specified in paragraph (b) below. (b) The permissible variation shall be limited to: TBD percent increase TBD percent decrease This increase or decrease shall apply to TBD. 52.212-4 CONTRACT TERMS AND CONDITIONS – COMMERCIAL ITEMS (MAY 2015) (DEVIATION FEB 2007) (a)Inspection/Acceptance. The Contractor shall only tender for acceptance those items that conform to the requirements of this contract. The ordering activity reserves the right to inspect or test any supplies or services that have been tendered for acceptance. The ordering activity may require repair or replacement of nonconforming supplies or reperformance of nonconforming services at no increase in contract price. If repair/replacement or reperformance will not correct the defects or is not possible, the ordering activity may seek an equitable price reduction or adequate consideration for acceptance of nonconforming supplies or services. The ordering activity must exercise its postacceptance rights (1) within a reasonable time after the defect was discovered or should have been discovered; and (2) before any substantial change occurs in the condition of the item, unless the change is due to the defect in the item. (b)Assignment. The Contractor or its assignee may assign its rights to receive payment due as a result of performance of this contract to a bank, trust company, or other financing institution, including any Federal lending agency in accordance with the Assignment of Claims Act (31 U.S.C. 3727). However, when a third party makes payment (e.g., use of the credit card), the Contractor may not assign its rights to receive payment under this contract. (c)Changes. Changes in the terms and conditions of this contract may be made only by written agreement of the parties. (d)Disputes. This contract is subject 41 U.S.C. chapter 71, Contract Disputes. Failure of the parties to this contract to reach agreement on any request for equitable adjustment, claim, appeal or action arising Contract Clauses for Solicitation FCIS-JB-980001-B Refresh Number 40 Contract Number: GS-35F-0119Y Page: 17 of 176 146 under or relating to this contract shall be a dispute to be resolved in accordance with the clause at FAR 52.233-1, Disputes, which is incorporated herein by reference. The Contractor shall proceed diligently with performance of this contract, pending final resolution of any dispute arising under the contract. (e)Definitions. The clause at FAR 52.202-1, Definitions, is incorporated herein by reference. (f)Excusable delays. The Contractor shall be liable for default unless nonperformance is caused by an occurrence beyond the reasonable control of the Contractor and without its fault or negligence such as, acts of God or the public enemy, acts of the ordering activity in either its sovereign or contractual capacity, fires, floods, epidemics, quarantine restrictions, strikes, unusually severe weather, and delays of common carriers. The Contractor shall notify the Contracting Officer in writing as soon as it is reasonably possible after the commencement of any excusable delay, setting forth the full particulars in connection therewith, shall remedy such occurrence with all reasonable dispatch, and shall promptly give written notice to the Contracting Officer of the cessation of such occurrence. (g)Invoice. (1) The Contractor shall submit an original invoice and three copies (or electronic invoice, if authorized) to the address designated in the contract to receive invoices. An invoice must include — (i) Nam e and address of the Contractor; (ii) Invoice date and number; (iii) Contract number, contract line item number and, if applicable, the order number; (iv) Description, quantity, unit of measure, unit price and extended price of the items delivered; (v) Shipping number and date of shipment, including the bill of lading number and weight of shipment if shipped on an ordering activity bill of lading; (vi) Terms of any discount for prompt payment offered; (vii) Name and address of official to whom payment is to be sent; (viii) Name, title, and phone number of person to notify in event of defective invoice; and (ix) Taxpayer Identification Number (TIN). The Contractor shall include its TIN on the invoice only if required elsewhere in this contract. (x) Electronic funds transfer (EFT) banking information. (A) The Contractor shall include EFT banking information on the invoice only if required elsewhere in this contract. (B) If EFT banking information is not required to be on the invoice, in order for the invoice to be a proper invoice, the Contractor shall have submitted correct EFT banking information in accordance with the applicable solicitation provision, contract clause (e.g., 52.232-33, Payment by Electronic Funds Transfer — System for Award Management, or 52.232-34, Payment by Electronic Funds Transfer—Other Than System for Award Management), or applicable agency procedures. (C) EFT banking information is not required if the ordering activity waived the requirement to pay by EFT. Contract Clauses for Solicitation FCIS-JB-980001-B Refresh Number 40 Contract Number: GS-35F-0119Y Page: 18 of 176 147 (2) Invoices will be handled in accordance with the Prompt Payment Act (31 U.S.C. 3903) and Office of Management and Budget (OMB) prompt payment regulations at 5 CFR part 1315. (h)Patent indemnity. The Contractor shall indemnify the ordering activity and its officers, employees and agents against liability, including costs, for actual or alleged direct or contributory infringement of, or inducement to infringe, any United States or foreign patent, trademark or copyright, arising out of the performance of this contract, provided the Contractor is reasonably notified of such claims and proceedings. (i)Payment. (1)Items accepted. Payment shall be made for items accepted by the ordering activity that have been delivered to the delivery destinations set forth in this contract. (2)Prompt payment.The ordering activity will make payment in accordance with the Prompt Payment Act (31 U.S.C. 3903) and prompt payment regulations at 5 CFR part 1315. (3)Electronic Funds Transfer (EFT).If the ordering activity makes payment by EFT, see 52.212-5(b) for the appropriate EFT clause. (4)Discount.In connection with any discount offered for early payment, time shall be computed from the date of the invoice. For the purpose of computing the discount earned, payment shall be considered to have been made on the date which appears on the payment check or the specified payment date if an electronic funds transfer payment is made. (5)Overpayments.If the Contractor becomes aware of a duplicate contract financing or invoice payment or that the ordering activity has otherwise overpaid on a contract financing or invoice payment, the Contractor shall immediately notify the Contracting Officer and request instructions for disposition of the overpayment. (j)Risk of loss. Unless the contract specifically provides otherwise, risk of loss or damage to the supplies provided under this contract shall remain with the Contractor until, and shall pass to the ordering activity upon: (1) Delivery of the supplies to a carrier, if transportation is f.o.b. origin; or (2) Delivery of the supplies to the ordering activity at the destination specified in the contract, if transportation is f.o.b. destination. (k)Taxes. The contract price includes all applicable Federal, State, and local taxes and duties. (l)Termination for the Ordering Activity’s convenience. The ordering activity reserves the right to terminate this contract, or any part hereof, for its sole convenience. In the event of such termination, the Contractor shall immediately stop all work hereunder and shall immediately cause any and all of its suppliers and subcontractors to cease work. Subject to the terms of this contract, the Contractor shall be paid a percentage of the contract price reflecting the percentage of the work performed prior to the notice of termination, plus reasonable charges the Contractor can demonstrate to the satisfaction of the ordering activity using its standard record keeping system, have resulted from the termination. The Contractor shall not be required to comply with the cost accounting standards or contract cost principles for this purpose. This paragraph does not give the ordering activity any right to audit the Contractor's records. The Contractor shall not be paid for any work performed or costs incurred which reasonably could have been avoided. (m)Termination for cause. The ordering activity may terminate this contract, or any part hereof, for cause in the event of any default by the Contractor, or if the Contractor fails to comply with any contract terms and conditions, or fails to provide the ordering activity, upon request, with adequate assurances of future performance. In the event of termination for cause, the ordering activity shall not be liable to the Contractor for any amount for supplies or services not accepted, and the Contractor shall Contract Clauses for Solicitation FCIS-JB-980001-B Refresh Number 40 Contract Number: GS-35F-0119Y Page: 19 of 176 148 be liable to the ordering activity for any and all rights and remedies provided by law. If it is determined that the ordering activity improperly terminated this contract for default, such termination shall be deemed a termination for convenience. (n)Title. Unless specified elsewhere in this contract, title to items furnished under this contract shall pass to the ordering activity upon acceptance, regardless of when or where the ordering activity takes physical possession. (o)Warranty. The Contractor warrants and implies that the items delivered hereunder are merchantable and fit for use for the particular purpose described in this contract. (p)Limitation of liability. Except as otherwise provided by an express warranty, the Contractor will not be liable to the ordering activity for consequential damages resulting from any defect or deficiencies in accepted items. (q)Other compliances. The Contractor shall comply with all applicable Federal, State and local laws, executive orders, rules and regulations applicable to its performance under this contract. (r)Compliance with laws unique to Government contracts. The Contractor agrees to comply with 31 U.S.C. 1352 relating to limitations on the use of appropriated funds to influence certain Federal contracts; 18 U.S.C. 431 relating to officials not to benefit; 40 U.S.C. chapter 37, Contract Work Hours and Safety Standards; 41 U.S.C. chapter 87, Kickbacks; 41 U.S.C. 4712 and 10 U.S.C. 2409 relating to whistleblower protections; 49 U.S.C. 40118, Fly American; and 41 U.S.C. chapter 21 relating to procurement integrity. (s)Order of precedence. Any inconsistencies in this solicitation or contract shall be resolved by giving precedence in the following order: (1) the schedule of supplies/services; (2) the Assignments, Disputes, Payments, Invoice, Other Compliances, Compliance with Laws Unique to Government Contracts, and Unauthorized Obligations paragraphs of this clause; (3) the clause at 52.212-5; (4) addenda to this solicitation or contract, including any license agreements for computer software; (5) solicitation provisions if this is a solicitation; (6) other paragraphs of this clause; (7) the Standard Form 1449; (8) other documents, exhibits, and attachments; and (9) the specification. (t)System for Award Management (SAM). (1) Unless exempted by an addendum to this contract, the Contractor is responsible during performance and through final payment of any contract for the accuracy and completeness of the data within the SAM database, and for any liability resulting from the ordering activity’s reliance on inaccurate or incomplete data. To remain registered in the SAM database after the initial registration, the Contractor is required to review and update on an annual basis from the date of initial registration or subsequent updates its information in the SAM database to ensure it is current, accurate and complete. Updating information in the SAM does not alter the terms and conditions of this contract and is not a substitute for a properly executed contractual document. (2) (i) If a Contractor has legally changed its business name, “doing business as” name, or division name (whichever is shown on the contract), or has transferred the assets used in performing the contract, but has not completed the necessary requirements regarding novation and change-of-name agreements in FAR Subpart 42.12, the Contractor shall provide the responsible Contracting Officer a minimum of one business day’s written notification of its intention to (A) change the name in the SAM database; (B) comply with the requirements of Subpart 42.12; and (C) agree in writing to the timeline and procedures specified by the responsible Contracting Officer. The Contractor must provide with the notification sufficient documentation to support the legally changed name. (ii) If the Contractor fails to comply with the requirements of paragraph (t)(2)(i) of this clause, or fails to perform the agreement at paragraph (t)(2)(i)(C) of this clause, and, in the absence of a properly executed novation or change-of-name agreement, the SAM information that shows the Contractor to be other than the Contractor indicated in the Contract Clauses for Solicitation FCIS-JB-980001-B Refresh Number 40 Contract Number: GS-35F-0119Y Page: 20 of 176 149 contract will be considered to be incorrect information within the meaning of the “Suspension of Payment” paragraph of the electronic funds transfer (EFT) clause of this contract. (3) The Contractor shall not change the name or address for EFT payments or manual payments, as appropriate, in the SAM record to reflect an assignee for the purpose of assignment of claims (see Subpart 32.8, Assignment of Claims). Assignees shall be separately registered in the SAM database. Information provided to the Contractor’s SAM record that indicates payments, including those made by EFT, to an ultimate recipient other than that Contractor will be considered to be incorrect information within the meaning of the “Suspension of payment” paragraph of the EFT clause of this contract. (4) Offerors and Contractors may obtain information on registration and annual confirmation requirements via SAM accessed through https://www.acquisition.gov. (u)Unauthorized Obligations (1) Except as stated in paragraph (u)(2) of this clause, when any supply or service acquired under this contract is subject to any End User License Agreement (EULA), Terms of Service (TOS), or similar legal instrument or agreement, that includes any clause requiring the Government to indemnify the Contractor or any person or entity for damages, costs, fees, or any other loss or liability that would create an Anti-Deficiency Act violation (31 U.S.C. 1341), the following shall govern: (i) Any such clause is unenforceable against the Government. (ii) Neither the Government nor any Government authorized end user shall be deemed to have agreed to such clause by virtue of it appearing in the EULA, TOS, or similar legal instrument or agreement. If the EULA, TOS, or similar legal instrument or agreement is invoked through an “I agree” click box or other comparable mechanism (e.g., “click-wrap” or “browse-wrap” agreements), execution does not bind the Government or any Government authorized end user to such clause. (iii) Any such clause is deemed to be stricken from the EULA, TOS, or similar legal instrument or agreement. (2) Paragraph (u)(1) of this clause does not apply to indemnification by the Government that is expressly authorized by statute and specifically authorized under applicable agency regulations and procedures. (v)Incorporation by reference. The Contractor’s representations and certifications, including those completed electronically via the System for Award Management (SAM), are incorporated by reference into the contract. 52.212-4 CONTRACT TERMS AND CONDITIONS – COMMERCIAL ITEMS (MAY 2015) (ALTERNATE I – MAY 2014) (DEVIATION I – FEB 2007) (a)Inspection/Acceptance. (1) The ordering activity has the right to inspect and test all materials furnished and services performed under this contract, to the extent practicable at all places and times, including the period of performance, and in any event before acceptance. The ordering activity may also inspect the plant or plants of the Contractor or any subcontractor engaged in contract performance. The ordering activity will perform inspections and tests in a manner that will not unduly delay the work. Contract Clauses for Solicitation FCIS-JB-980001-B Refresh Number 40 Contract Number: GS-35F-0119Y Page: 21 of 176 150 (2) If the ordering activity performs inspection or tests on the premises of the Contractor or a subcontractor, the Contractor shall furnish and shall require subcontractors to furnish all reasonable facilities and assistance for the safe and convenient performance of these duties. (3) Unless otherwise specified in the contract, the ordering activity will accept or reject services and materials at the place of delivery as promptly as practicable after delivery, and they will be presumed accepted 60 days after the date of delivery, unless accepted earlier. (4) At any time during contract performance, but not later than 6 months (or such other time as may be specified in the contract) after acceptance of the services or materials last delivered under this contract, the ordering activity may require the Contractor to replace or correct services or materials that at time of delivery failed to meet contract requirements. Except as otherwise specified in paragraph (a)(6) of this clause, the cost of replacement or correction shall be determined under paragraph (i) of this clause, but the ''hourly rate'' for labor hours incurred in the replacement or correction shall be reduced to exclude that portion of the rate attributable to profit. Unless otherwise specified below, the portion of the ``hourly rate'' attributable to profit shall be 10 percent. The Contractor shall not tender for acceptance materials and services required to be replaced or corrected without disclosing the former requirement for replacement or correction, and, when required, shall disclose the corrective action taken. *______*. [Insert portion of labor rate attributable to profit.] (5) (i) If the Contractor fails to proceed with reasonable promptness to perform required replacement or correction, and if the replacement or correction can be performed within the ceiling price (or the ceiling price as increased by the ordering activity), the ordering activity may – (A) By contract or otherwise, perform the replacement or correction, charge to the Contractor any increased cost, or deduct such increased cost from any amounts paid or due under this contract; or (B) Terminate this contract for cause. (ii) Failure to agree to the amount of increased cost to be charged to the Contractor shall be a dispute under the Disputes clause of the contract. (6) Notwithstanding paragraphs (a)(4) and (5) above, the ordering activity may at any time require the Contractor to remedy by correction or replacement, without cost to the ordering activity, any failure by the Contractor to comply with the requirements of this contract, if the failure is due to – (i) Fraud, lack of good faith, or willful misconduct on the part of the Contractor's managerial personnel; or (ii) The conduct of one or more of the Contractor's employees selected or retained by the Contractor after any of the Contractor's managerial personnel has reasonable grounds to believe that the employee is habitually careless or unqualified. (7) This clause applies in the same manner and to the same extent to corrected or replacement materials or services as to materials and services originally delivered under this contract. (8) The Contractor has no obligation or liability under this contract to correct or replace materials and services that at time of delivery do not meet contract requirements, except as provided in this clause or as may be otherwise specified in the contract. (9) Unless otherwise specified in the contract, the Contractor's obligation to correct or replace ordering activity-furnished property shall be governed by the clause pertaining to ordering activity property. Contract Clauses for Solicitation FCIS-JB-980001-B Refresh Number 40 Contract Number: GS-35F-0119Y Page: 22 of 176 151 (b)Assignment. The Contractor or its assignee may assign its rights to receive payment due as a result of performance of this contract to a bank, trust company, or other financing institution, including any Federal lending agency in accordance with the Assignment of Claims Act (31 U.S.C. 3727). However, when a third party makes payment (e.g., use of the credit card), the Contractor may not assign its rights to receive payment under this contract. (c)Changes. Changes in the terms and conditions of this contract may be made only by written agreement of the parties. (d)Disputes. This contract is subject 41 U.S.C. chapter 71, Contract Disputes. Failure of the parties to this contract to reach agreement on any request for equitable adjustment, claim, appeal or action arising under or relating to this contract shall be a dispute to be resolved in accordance with the clause at FAR 52.233-1, Disputes, which is incorporated herein by reference. The Contractor shall proceed diligently with performance of this contract, pending final resolution of any dispute arising under the contract. (e)Definitions.– (1) The clause at FAR 52.202-1, Definitions, is incorporated herein by reference. As used in this clause – (i)Direct materials means those materials that enter directly into the end product, or that are used or consumed directly in connection with the furnishing of the end product or service. (ii)Hourly rate means the rate(s) prescribed in the contract for payment for labor that meets the labor category qualifications of a labor category specified in the contract that are – (A) Performed by the contractor; (B) Performed by the subcontractors; or (C) Transferred between divisions, subsidiaries, or affiliates of the contractor under a common control. (iii)Materials means – (A) Direct materials, including supplies transferred between divisions, subsidiaries, or affiliates of the contractor under a common control; (B) Subcontracts for supplies and incidental services for which there is not a labor category specified in the contract; (C) Other direct costs (e.g., incidental services for which there is not a labor category specified in the contract, travel, computer usage charges, etc.); (D) The following subcontracts for services which are specifically excluded from the hourly rate: *______*; and (E) Indirect costs specifically provided for in this clause. (iv)Subcontract means any contract, as defined in FAR Subpart 2.1, entered into with a subcontractor to furnish supplies or services for performance of the prime contract or a subcontract including transfers between divisions, subsidiaries, or affiliates of a contractor or subcontractor. It includes, but is not limited to, purchase orders, and changes and modifications to purchase orders. (f)Excusable delays. The Contractor shall be liable for default unless nonperformance is caused by an occurrence beyond the reasonable control of the Contractor and without its fault or negligence such as, acts of God or the public enemy, acts of the ordering activity in either its sovereign or contractual capacity, fires, floods, epidemics, quarantine restrictions, strikes, unusually severe weather, and delays Contract Clauses for Solicitation FCIS-JB-980001-B Refresh Number 40 Contract Number: GS-35F-0119Y Page: 23 of 176 152 of common carriers. The Contractor shall notify the Contracting Officer in writing as soon as it is reasonably possible after the commencement of any excusable delay, setting forth the full particulars in connection therewith, shall remedy such occurrence with all reasonable dispatch, and shall promptly give written notice to the Contracting Officer of the cessation of such occurrence. (g) Invoice.– (1) The Contractor shall submit an original invoice and three copies (or electronic invoice, if authorized) to the address designated in the contract to receive invoices. An invoice must include – (i) Name and address of the Contractor; (ii) Invoice date and number; (iii) Contract number, contract line item number and, if applicable, the order number; (iv) Description, quantity, unit of measure, unit price and extended price of the items delivered; (v) Shipping number and date of shipment, including the bill of lading number and weight of shipment if shipped on ordering activity bill of lading; (vi) Terms of any discount for prompt payment offered; (vii) Name and address of official to whom payment is to be sent; (viii) Name, title, and phone number of person to notify in event of defective invoice; and (ix) Taxpayer Identification Number (TIN). The Contractor shall include its TIN on the invoice only if required elsewhere in this contract. (x) Electronic funds transfer (EFT) banking information. (A) The Contractor shall include EFT banking information on the invoice only if required elsewhere in this contract. (B) If EFT banking information is not required to be on the invoice, in order for the invoice to be a proper invoice, the Contractor shall have submitted correct EFT banking information in accordance with the applicable solicitation provision, contract clause (e.g., 52.232-33, Payment by Electronic Funds Transfer – System for Award Management, or 52.232-34, Payment by Electronic Funds Transfer – Other Than System for Award Management), or applicable agency procedures. (C) EFT banking information is not required if the ordering activity waived the requirement to pay by EFT. (2) Invoices will be handled in accordance with the Prompt Payment Act (31 U.S.C. 3903) and Office of Management and Budget (OMB) prompt payment regulations at 5 CFR part 1315. (h)Patent indemnity. The Contractor shall indemnify the ordering activity and its officers, employees and agents against liability, including costs, for actual or alleged direct or contributory infringement of, or inducement to infringe, any United States or foreign patent, trademark or copyright, arising out of the performance of this contract, provided the Contractor is reasonably notified of such claims and proceedings. (i)Payments.– (1)Work performed.The Government will pay the Contractor as follows upon the submission of commercial invoices approved by the Contracting Officer: (i)Hourly rate. Contract Clauses for Solicitation FCIS-JB-980001-B Refresh Number 40 Contract Number: GS-35F-0119Y Page: 24 of 176 153 (A) The amounts shall be computed by multiplying the appropriate hourly rates prescribed in the contract by the number of direct labor hours performed. Fractional parts of an hour shall be payable on a prorated basis. (B) The rates shall be paid for all labor performed on the contract that meets the labor qualifications specified in the contract. Labor hours incurred to perform tasks for which labor qualifications were specified in the contract will not be paid to the extent the work is performed by individuals that do not meet the qualifications specified in the contract, unless specifically authorized by the Contracting Officer. (C) Invoices may be submitted once each month (or at more frequent intervals, if approved by the Contracting Officer) to the Contracting Officer or the authorized representative. (D) When requested by the Contracting Officer or the authorized representative, the Contractor shall substantiate invoices (including any subcontractor hours reimbursed at the hourly rate in the schedule) by evidence of actual payment, individual daily job timecards, records that verify the employees meet the qualifications for the labor categories specified in the contract, or other substantiation specified in the contract. (E) Unless the Schedule prescribes otherwise, the hourly rates in the Schedule shall not be varied by virtue of the Contractor having performed work on an overtime basis. (1) If no overtime rates are provided in the Schedule and the Contracting Officer approves overtime work in advance, overtime rates shall be negotiated. (2) Failure to agree upon these overtime rates shall be treated as a dispute under the Disputes clause of this contract. (3) If the Schedule provides rates for overtime, the premium portion of those rates will be reimbursable only to the extent the overtime is approved by the Contracting Officer. (ii)Materials. (A) If the Contractor furnishes materials that meet the definition of a commercial item at 2.101, the price to be paid for such materials shall not exceed the Contractor’s established catalog or market price, adjusted to reflect the – (1) Quantities being acquired; and (2) Any modifications necessary because of contract requirements. (B) Except as provided for in paragraph (i)(1)(ii)(A) and (D)(2) of this clause, the ordering activity will reimburse the Contractor the actual cost of materials (less any rebates, refunds, or discounts received by the contractor that are identifiable to the contract) provided the Contractor – (1) Has made payments for materials in accordance with the terms and conditions of the agreement or invoice; or (2) Makes these payments within 30 days of the submission of the Contractor's payment request to the ordering activity and such payment is in accordance with the terms and conditions of the agreement or invoice. (C) To the extent able, the Contractor shall – (1) Obtain materials at the most advantageous prices available with due regard to securing prompt delivery of satisfactory materials; and Contract Clauses for Solicitation FCIS-JB-980001-B Refresh Number 40 Contract Number: GS-35F-0119Y Page: 25 of 176 154 (2) Give credit to the ordering activity for cash and trade discounts, rebates, scrap, commissions, and other amounts that are identifiable to the contract. (D) Other Costs. Unless listed below, other direct and indirect costs will not be reimbursed. (1)Other Direct Costs. The ordering activity will reimburse the Contractor on the basis of actual cost for the following, provided such costs comply with the requirements in paragraph (i)(1)(ii)(B) of this clause: *______*. (2)Indirect Costs (Material Handling, Subcontract Administration, etc.). The ordering activity will reimburse the Contractor for indirect costs on a pro-rata basis over the period of contract performance at the following fixed price: *______*. (2)Total cost.It is estimated that the total cost to the ordering activity for the performance of this contract shall not exceed the ceiling price set forth in the Schedule and the Contractor agrees to use its best efforts to perform the work specified in the Schedule and all obligations under this contract within such ceiling price. If at any time the Contractor has reason to believe that the hourly rate payments and material costs that will accrue in performing this contract in the next succeeding 30 days, if added to all other payments and costs previously accrued, will exceed 85 percent of the ceiling price in the Schedule, the Contractor shall notify the Contracting Officer giving a revised estimate of the total price to the ordering activity for performing this contract with supporting reasons and documentation. If at any time during the performance of this contract, the Contractor has reason to believe that the total price to the ordering activity for performing this contract will be substantially greater or less than the then stated ceiling price, the Contractor shall so notify the Contracting Officer, giving a revised estimate of the total price for performing this contract, with supporting reasons and documentation. If at any time during performance of this contract, the ordering activity has reason to believe that the work to be required in performing this contract will be substantially greater or less than the stated ceiling price, the Contracting Officer will so advise the Contractor, giving the then revised estimate of the total amount of effort to be required under the contract. (3)Ceiling price. The ordering activity will not be obligated to pay the Contractor any amount in excess of the ceiling price in the Schedule, and the Contractor shall not be obligated to continue performance if to do so would exceed the ceiling price set forth in the Schedule, unless and until the Contracting Officer notifies the Contractor in writing that the ceiling price has been increased and specifies in the notice a revised ceiling that shall constitute the ceiling price for performance under this contract. When and to the extent that the ceiling price set forth in the Schedule has been increased, any hours expended and material costs incurred by the Contractor in excess of the ceiling price before the increase shall be allowable to the same extent as if the hours expended and material costs had been incurred after the increase in the ceiling price. (4)Access to records.At any time before final payment under this contract, the Contracting Officer (or authorized representative) will have access to the following (access shall be limited to the listing below unless otherwise agreed to by the Contractor and the Contracting Officer): (i) Records that verify that the employees whose time has been included in any invoice meet the qualifications for the labor categories specified in the contract; (ii) For labor hours (including any subcontractor hours reimbursed at the hourly rate in the schedule), when timecards are required as substantiation for payment – (A) The original timecards (paper-based or electronic); (B) The Contractor's timekeeping procedures; (C) Contractor records that show the distribution of labor between jobs or Contract Clauses for Solicitation FCIS-JB-980001-B Refresh Number 40 Contract Number: GS-35F-0119Y Page: 26 of 176 155 contracts; and (D) Employees whose time has been included in any invoice for the purpose of verifying that these employees have worked the hours shown on the invoices. (iii) For material and subcontract costs that are reimbursed on the basis of actual cost – (A) Any invoices or subcontract agreements substantiating material costs; and (B) Any documents supporting payment of those invoices. (5)Overpayments/Underpayments. Each payment previously made shall be subject to reduction to the extent of amounts, on preceding invoices, that are found by the Contracting Officer not to have been properly payable and shall also be subject to reduction for overpayments or to increase for underpayments. The Contractor shall promptly pay any such reduction within 30 days unless the parties agree otherwise. The ordering activity within 30 days will pay any such increases, unless the parties agree otherwise. The Contractor's payment will be made by check. If the Contractor becomes aware of a duplicate invoice payment or that the ordering activity has otherwise overpaid on an invoice payment, the Contractor shall – (i) Remit the overpayment amount to the payment office cited in the contract along with a description of the overpayment including the – (A) Circumstances of the overpayment (e.g., duplicate payment, erroneous payment, liquidation errors, date(s) of overpayment); (B) Affected contract number and delivery order number, if applicable; (C) Affected contract line item or subline item, if applicable; and (D) Contractor point of contact. (ii) Provide a copy of the remittance and supporting documentation to the Contracting Officer. (6) (i) All amounts that become payable by the Contractor to the ordering activity under this contract shall bear simple interest from the date due until paid unless paid within 30 days of becoming due. The interest rate shall be the interest rate established by the Secretary of the Treasury as provided in 41 U.S.C. 7109, which is applicable to the period in which the amount becomes due, as provided in (i)(6)(v) of this clause, and then at the rate applicable for each six-month period as fixed by the Secretary until the amount is paid. (ii) The ordering activity may issue a demand for payment to the Contractor upon finding a debt is due under the contract. (iii)Final Decisions. The Contracting Officer will issue a final decision as required by 33.211 if – (A) The Contracting Officer and the Contractor are unable to reach agreement on the existence or amount of a debt in a timely manner; (B) The Contractor fails to liquidate a debt previously demanded by the Contracting Officer within the timeline specified in the demand for payment unless the amounts were not repaid because the Contractor has requested an installment payment agreement; or (C) The Contractor requests a deferment of collection on a debt previously demanded by the Contracting Officer (see FAR 32.607-2). (iv) If a demand for payment was previously issued for the debt, the demand for payment included in the final decision shall identify the same due date as the original demand for Contract Clauses for Solicitation FCIS-JB-980001-B Refresh Number 40 Contract Number: GS-35F-0119Y Page: 27 of 176 156 payment. (v) Amounts shall be due at the earliest of the following dates: (A) The date fixed under this contract. (B) The date of the first written demand for payment, including any demand for payment resulting from a default termination. (vi) The interest charge shall be computed for the actual number of calendar days involved beginning on the due date and ending on – (A) The date on which the designated office receives payment from the Contractor; (B) The date of issuance of a ordering activity check to the Contractor from which an amount otherwise payable has been withheld as a credit against the contract debt; or (C) The date on which an amount withheld and applied to the contract debt would otherwise have become payable to the Contractor. (vii) The interest charge made under this clause may be reduced under the procedures prescribed in 32.608-2 of the Federal Acquisition Regulation in effect on the date of this contract. (viii) Upon receipt and approval of the invoice designated by the Contractor as the “completion invoice” and supporting documentation, and upon compliance by the Contractor with all terms of this contract, any outstanding balances will be paid within 30 days unless the parties agree otherwise. The completion invoice, and supporting documentation, shall be submitted by the Contractor as promptly as practicable following completion of the work under this contract, but in no event later than 1 year (or such longer period as the Contracting Officer may approve in writing) from the date of completion. (7)Release of claims. The Contractor, and each assignee under an assignment entered into under this contract and in effect at the time of final payment under this contract, shall execute and deliver, at the time of and as a condition precedent to final payment under this contract, a release discharging the ordering activity, its officers, agents, and employees of and from all liabilities, obligations, and claims arising out of or under this contract, subject only to the following exceptions. (i) Specified claims in stated amounts, or in estimated amounts if the amounts are not susceptible to exact statement by the Contractor. (ii) Claims, together with reasonable incidental expenses, based upon the liabilities of the Contractor to third parties arising out of performing this contract, that are not known to the Contractor on the date of the execution of the release, and of which the Contractor gives notice in writing to the Contracting Officer not more than 6 years after the date of the release or the date of any notice to the Contractor that the ordering activity is prepared to make final payment, whichever is earlier. (iii) Claims for reimbursement of costs (other than expenses of the Contractor by reason of its indemnification of the ordering activity against patent liability), including reasonable incidental expenses, incurred by the Contractor under the terms of this contract relating to patents. (8)Prompt payment. The ordering activity will make payment in accordance with the Prompt Payment Act (31 U.S.C. 3903) and prompt payment regulations at 5 CFR part 1315. Contract Clauses for Solicitation FCIS-JB-980001-B Refresh Number 40 Contract Number: GS-35F-0119Y Page: 28 of 176 157 (9)Electronic Funds Transfer (EFT). If the ordering activity makes payment by EFT, see 52.212-5(b) for the appropriate EFT clause. (10)Discount. In connection with any discount offered for early payment, time shall be computed from the date of the invoice. For the purpose of computing the discount earned, payment shall be considered to have been made on the date that appears on the payment check or the specified payment date if an electronic funds transfer payment is made. (j)Risk of loss. Unless the contract specifically provides otherwise, risk of loss or damage to the supplies provided under this contract shall remain with the Contractor until, and shall pass to the ordering activity upon: (1) Delivery of the supplies to a carrier, if transportation is f.o.b. origin; or (2) Delivery of the supplies to the ordering activity at the destination specified in the contract, if transportation is f.o.b. destination. (k)Taxes. The contract price includes all applicable Federal, State, and local taxes and duties. (l)Termination for the ordering activity's convenience. The ordering activity reserves the right to terminate this contract, or any part hereof, for its sole convenience. In the event of such termination, the Contractor shall immediately stop all work hereunder and shall immediately cause any and all of its suppliers and subcontractors to cease work. Subject to the terms of this contract, the Contractor shall be paid an amount for direct labor hours (as defined in the Schedule of the contract) determined by multiplying the number of direct labor hours expended before the effective date of termination by the hourly rate(s) in the contract, less any hourly rate payments already made to the Contractor plus reasonable charges the Contractor can demonstrate to the satisfaction of the ordering activity using its standard record keeping system that have resulted from the termination. The Contractor shall not be required to comply with the cost accounting standards or contract cost principles for this purpose. This paragraph does not give the ordering activity any right to audit the Contractor's records. The Contractor shall not be paid for any work performed or costs incurred that reasonably could have been avoided. (m)Termination for cause.The Government may terminate this contract, or any part hereof, for cause in the event of any default by the Contractor, or if the Contractor fails to comply with any contract terms and conditions, or fails to provide the Government, upon written request, with adequate assurances of future performance. Subject to the terms of this contract, the Contractor shall be paid an amount computed under paragraph (i) Payments of this clause, but the “hourly rate” for labor hours expended in furnishing work not delivered to or accepted by the Government shall be reduced to exclude that portion of the rate attributable to profit. Unless otherwise specified in paragraph (a)(4) of this clause, the portion of the “hourly rate” attributable to profit shall be 10 percent. In the event of termination for cause, the Contractor shall be liable to the Government for any and all rights and remedies provided by law. If it is determined that the Government improperly terminated this contract for default, such termination shall be deemed a termination for convenience. (n)Title. Unless specified elsewhere in this contract, title to items furnished under this contract shall pass to the ordering activity upon acceptance, regardless of when or where the ordering activity takes physical possession. (o)Warranty. The Contractor warrants and implies that the items delivered hereunder are merchantable and fit for use for the particular purpose described in this contract. (p)Limitation of liability. Except as otherwise provided by an express warranty, the Contractor will not be liable to the ordering activity for consequential damages resulting from any defect or deficiencies in accepted items. (q)Other compliances. The Contractor shall comply with all applicable Federal, State and local laws, executive orders, rules and regulations applicable to its performance under this contract. Contract Clauses for Solicitation FCIS-JB-980001-B Refresh Number 40 Contract Number: GS-35F-0119Y Page: 29 of 176 158 (r)Compliance with laws unique to Government contracts. The Contractor agrees to comply with 31 U.S.C. 1352 relating to limitations on the use of appropriated funds to influence certain Federal contracts; 18 U.S.C. 431 relating to officials not to benefit; 40 U.S.C. 3701, et seq., Contract Work Hours and Safety Standards Act; 41 U.S.C. 51-58, Anti-Kickback Act of 1986; 41 U.S.C. 4712 and 10 U.S.C. 2409 relating to whistleblower protections; 49 U.S.C. 40118, Fly American; and 41 U.S.C. 423 relating to procurement integrity. (s)Order of precedence. Any inconsistencies in this solicitation or contract shall be resolved by giving precedence in the following order: (1) the schedule of supplies/services; (2) the Assignments, Disputes, Payments, Invoice, Other Compliances, Compliance with Laws Unique to Government Contracts, and Unauthorized Obligations paragraphs of this clause; (3) the clause at 52.212-5; (4) addenda to this solicitation or contract, including any license agreements for computer software; (5) solicitation provisions if this is a solicitation; (6) other paragraphs of this clause; (7) the Standard Form 1449; (8) other documents, exhibits, and attachments; and (9) the specification. (t)System for Award Management (SAM). (1) Unless exempted by an addendum to this contract, the Contractor is responsible during performance and through final payment of any contract for the accuracy and completeness of the data within the SAM database, and for any liability resulting from the ordering activity’s reliance on inaccurate or incomplete data. To remain registered in the SAM database after the initial registration, the Contractor is required to review and update on an annual basis from the date of initial registration or subsequent updates its information in the SAM database to ensure it is current, accurate and complete. Updating information in the SAM does not alter the terms and conditions of this contract and is not a substitute for a properly executed contractual document. (2) (i) If a Contractor has legally changed its business name, “doing business as” name, or division name (whichever is shown on the contract), or has transferred the assets used in performing the contract, but has not completed the necessary requirements regarding novation and change-of-name agreements in FAR Subpart 42.12, the Contractor shall provide the responsible Contracting Officer a minimum of one business day’s written notification of its intention to (A) change the name in the SAM database; (B) comply with the requirements of Subpart 42.12; and (C) agree in writing to the timeline and procedures specified by the responsible Contracting Officer. The Contractor must provide with the notification sufficient documentation to support the legally changed name. (ii) If the Contractor fails to comply with the requirements of paragraph (t)(2)(i) of this clause, or fails to perform the agreement at paragraph (t)(2)(i)(C) of this clause, and, in the absence of a properly executed novation or change-of-name agreement, the SAM information that shows the Contractor to be other than the Contractor indicated in the contract will be considered to be incorrect information within the meaning of the “Suspension of Payment” paragraph of the electronic funds transfer (EFT) clause of this contract. (3) The Contractor shall not change the name or address for EFT payments or manual payments, as appropriate, in the SAM record to reflect an assignee for the purpose of assignment of claims (see Subpart 32.8, Assignment of Claims). Assignees shall be separately registered in the SAM database. Information provided to the Contractor’s SAM record that indicates payments, including those made by EFT, to an ultimate recipient other than that Contractor will be considered to be incorrect information within the meaning of the “Suspension of payment” paragraph of the EFT clause of this contract. (4) Offerors and Contractors may obtain information on registration and annual confirmation requirements via SAM accessed through https://www.acquisition.gov. (u)Unauthorized Obligations (1) Except as stated in paragraph (u)(2) of this clause, when any supply or service acquired under Contract Clauses for Solicitation FCIS-JB-980001-B Refresh Number 40 Contract Number: GS-35F-0119Y Page: 30 of 176 159 this contract is subject to any End User License Agreement (EULA), Terms of Service (TOS), or similar legal instrument or agreement, that includes any clause requiring the Government to indemnify the Contractor or any person or entity for damages, costs, fees, or any other loss or liability that would create an Anti-Deficiency Act violation (31 U.S.C. 1341), the following shall govern: (i) Any such clause is unenforceable against the Government. (ii) Neither the Government nor any Government authorized end user shall be deemed to have agreed to such clause by virtue of it appearing in the EULA, TOS, or similar legal instrument or agreement. If the EULA, TOS, or similar legal instrument or agreement is invoked through an “I agree” click box or other comparable mechanism (e.g., “click-wrap” or “browse-wrap” agreements), execution does not bind the Government or any Government authorized end user to such clause. (iii) Any such clause is deemed to be stricken from the EULA, TOS, or similar legal instrument or agreement. (2) Paragraph (u)(1) of this clause does not apply to indemnification by the Government that is expressly authorized by statute and specifically authorized under applicable agency regulations and procedures. (v)Incorporation by reference. The Contractor’s representations and certifications, including those completed electronically via the System for Award Management (SAM), are incorporated by reference into the contract. 52.212-5 CONTRACT TERMS AND CONDITIONS REQUIRED TO IMPLEMENT STATUTES OR EXECUTIVE ORDERS – COMMERCIAL ITEMS (JUN 2016) (ALTERNATE II – MAR 2016) (a) The Contractor shall comply with the following Federal Acquisition Regulation (FAR) clauses, which are incorporated in this contract by reference, to implement provisions of law or Executive orders applicable to acquisitions of commercial items: (1) 52.209-10, Prohibition on Contracting with Inverted Domestic Corporations (Nov 2015). (2) 52.233-3, Protest After Award (Aug 1996) (31 U.S.C. 3553). (3) 52.233-4, Applicable Law for Breach of Contract Claim (Oct 2004) (Public Laws 108-77 and 108-78 (19 U.S.C. 3805 note)). (b) The Contractor shall comply with the FAR clauses in this paragraph (b) that the Contracting Officer has indicated as being incorporated in this contract by reference to implement provisions of law or Executive orders applicable to acquisitions of commercial items: Number Title Clause/Provision 52.203-13 CONTRACTOR CODE OF BUSINESS ETHICS AND CONDUCT (OCT 2015) Clause 52.203-6 RESTRICTIONS ON SUBCONTRACTOR SALES TO THE GOVERNMENT (SEP 2006) (ALTERNATE I -- OCT 1995) Clause 52.204-10 REPORTING EXECUTIVE COMPENSATION AND FIRST-TIER Clause Contract Clauses for Solicitation FCIS-JB-980001-B Refresh Number 40 Contract Number: GS-35F-0119Y Page: 31 of 176 160 SUBCONTRACT AWARDS (OCT 2015) 52.204-14 SERVICE CONTRACT REPORTING REQUIREMENTS (JAN 2014) Clause 52.204-15 SERVICE CONTRACT REPORTING REQUIREMENTS FOR INDEFINITE-DELIVERY CONTRACTS (JAN 2014) Clause 52.209-6 PROTECTING THE GOVERNMENTS INTEREST WHEN SUBCONTRACTING WITH CONTRACTORS DEBARRED, SUSPENDED, OR PROPOSED FOR DEBARMENT (OCT 2015) Clause 52.219-13 NOTICE OF SET-ASIDE OF ORDERS (NOV 2011) Clause 52.219-14 LIMITATIONS ON SUBCONTRACTING (NOV 2011) Clause 52.219-16 LIQUIDATED DAMAGES--SUBCONTRACTING PLAN (JAN 1999) Clause 52.219-27 NOTICE OF SERVICE-DISABLED VETERAN-OWNED SMALL BUSINESS SET-ASIDE (NOV 2011) Clause 52.219-28 POST-AWARD SMALL BUSINESS PROGRAM REREPRESENTATION (JUL 2013) Clause 52.219-29 NOTICE OF SET-ASIDE FOR, OR SOLE SOURCE AWARD TO, ECONOMICALLY DISADVANTAGED WOMEN-OWNED SMALL BUSINESS CONCERNS (DEC 2015) Clause 52.219-3 NOTICE OF TOTAL HUBZONE SET-ASIDE OR SOLE SOURCE AWARD (NOV 2011) Clause 52.219-30 NOTICE OF SET-ASIDE FOR, OR SOLE SOURCE AWARD TO, WOMEN-OWNED SMALL BUSINESS CONCERNS ELIGIBLE UNDER THE WOMEN-OWNED SMALL BUSINESS PROGRAM (DEC 2015) Clause 52.219-6 NOTICE OF TOTAL SMALL BUSINESS SET-ASIDE (NOV 2011) Clause 52.219-8 UTILIZATION OF SMALL BUSINESS CONCERNS (OCT 2014) Clause 52.219-9 SMALL BUSINESS SUBCONTRACTING PLAN (OCT 2015) (ALTERNATE II -- OCT 2001) Clause 52.222-19 CHILD LABOR - COOPERATION WITH AUTHORITIES AND REMEDIES (FEB Clause Contract Clauses for Solicitation FCIS-JB-980001-B Refresh Number 40 Contract Number: GS-35F-0119Y Page: 32 of 176 161 2016) 52.222-21 PROHIBITION OF SEGREGATED FACILITIES (APR 2015) Clause 52.222-26 EQUAL OPPORTUNITY (APR 2015) Clause 52.222-3 CONVICT LABOR (JUN 2003) Clause 52.222-35 EQUAL OPPORTUNITY FOR VETERANS (OCT 2015) Clause 52.222-36 EQUAL OPPORTUNITY FOR WORKERS WITH DISABILITIES (JUL 2014) Clause 52.222-37 EMPLOYMENT REPORTS ON VETERANS (FEB 2016) Clause 52.222-40 NOTIFICATION OF EMPLOYEE RIGHTS UNDER THE NATIONAL LABOR RELATIONS ACT (DEC 2010) Clause 52.222-50 COMBATING TRAFFICKING IN PERSONS (MAR 2015) Clause 52.222-54 EMPLOYMENT ELIGIBILITY VERIFICATION (OCT 2015) Clause 52.223-13 ACQUISITION OF EPEAT--REGISTERED IMAGING EQUIPMENT (JUN 2014) Clause 52.223-14 ACQUISITION OF EPEAT®â##REGISTERED TELEVISIONS (JUN 2014) Clause 52.223-15 ENERGY EFFICIENCY IN ENERGY-CONSUMING PRODUCTS (DEC 2007) Clause 52.223-16 ACQUISITION OF EPEAT--REGISTERED PERSONAL COMPUTER PRODUCTS (OCT 2015) Clause 52.223-18 ENCOURAGING CONTRACTOR POLICIES TO BAN TEXT MESSAGING WHILE DRIVING (AUG 2011) Clause 52.225-13 RESTRICTIONS ON CERTAIN FOREIGN PURCHASES (JUN 2008) Clause 52.225-5 TRADE AGREEMENTS (FEB 2016) Clause 52.232-33 PAYMENT BY ELECTRONIC FUNDS TRANSFER -- SYSTEM FOR AWARD MANAGEMENT (JUL 2013) Clause 52.239-1 PRIVACY OR SECURITY SAFEGUARDS (AUG 1996) Clause (c) The Contractor shall comply with the FAR clauses in this paragraph (c), applicable to commercial services, that the Contracting Officer has indicated as being incorporated in this contract by reference to implement provisions of law or Executive orders applicable to acquisitions of commercial items: Number Title Clause/Provision 52.222-17 NONDISPLACEMENT OF QUALIFIED Clause Contract Clauses for Solicitation FCIS-JB-980001-B Refresh Number 40 Contract Number: GS-35F-0119Y Page: 33 of 176 162 WORKERS (MAY 2014) 52.222-41 SERVICE CONTRACT LABOR STANDARDS (MAY 2014) Clause 52.222-42 STATEMENT OF EQUIVALENT RATES FOR FEDERAL HIRES (MAY 2014) Clause 52.222-43 FAIR LABOR STANDARDS ACT AND SERVICE CONTRACT LABOR STANDARDSâ##PRICE ADJUSTMENT (MULTIPLE YEAR AND OPTION CONTRACTS) (MAY 2014) Clause 52.222-51 EXEMPTION FROM APPLICATION OF THE SERVICE CONTRACT LABOR STANDARDS TO CONTRACTS FOR MAINTENANCE, CALIBRATION, OR REPAIR OF CERTAIN EQUIPMENT--REQUIREMENTS (MAY 2014) Clause 52.222-53 EXEMPTION FROM APPLICATION OF THE SERVICE CONTRACT LABOR STANDARDS TO CONTRACTS FOR CERTAIN SERVICES--REQUIREMENTS (MAY 2014) Clause 52.222-55 MINIMUM WAGES UNDER EXECUTIVE ORDER 13658 (DEC 2015) Clause (d)Comptroller General Examination of Record. The Contractor shall comply with the provisions of this paragraph (d) if this contract was awarded using other than sealed bid, is in excess of the simplified acquisition threshold, and does not contain the clause at 52.215-2, Audit and Records--Negotiation. (1) The Comptroller General of the United States, an appropriate Inspector General appointed under section 3 or 8G of the Inspector General Act of 1978 (5 U.S.C. App.), or an authorized representative of either of the foregoing officials shall have access to and right to-- (i) Examine any of the Contractor’s or any subcontractors’ records that pertain to, and involve transactions relating to, this contract; and (ii) Interview any officer or employee regarding such transactions. (2) The Contractor shall make available at its offices at all reasonable times the records, materials, and other evidence for examination, audit, or reproduction, until 3 years after final payment under this contract or for any shorter period specified in FAR Subpart 4.7, Contractor Records Retention, of the other clauses of this contract. If this contract is completely or partially terminated, the records relating to the work terminated shall be made available for 3 years after any resulting final termination settlement. Records relating to appeals under the disputes clause or to litigation or the settlement of claims arising under or relating to this contract shall be made available until such appeals, litigation, or claims are finally resolved. (3) As used in this clause, records include books, documents, accounting procedures and practices, and other data, regardless of type and regardless of form. This does not require the Contractor to create or maintain any record that the Contractor does not maintain in the ordinary course of business or pursuant to a provision of law. (e) (1) Notwithstanding the requirements of the clauses in paragraphs (a), (b), and (c), of this clause, Contract Clauses for Solicitation FCIS-JB-980001-B Refresh Number 40 Contract Number: GS-35F-0119Y Page: 34 of 176 163 the Contractor is not required to flow down any FAR clause in a subcontract for commercial items, other than-- (i)Paragraph (d) of this clause. This paragraph flows down to all subcontracts, except the authority of the Inspector General under paragraph (d)(1)(ii) does not flow down; and (ii)Those clauses listed in this paragraph (e)(1).Unless otherwise indicated below, the extent of the flow down shall be as required by the clause – (A)52.203-13, Contractor Code of Business Ethics and Conduct (Oct 2015) (41 U.S.C. 3509). (B)52.203-15, Whistleblower Protections Under the American Recovery and Reinvestment Act of 2009 (Jun 2010) (Section 1553 of Pub. L. 111-5). (C)52.219-8, Utilization of Small Business Concerns (Oct 2014) (15 U.S.C. 637(d)(2)and (3)), in all subcontracts that offer further subcontracting opportunities. If the subcontract (except subcontracts to small business concerns) exceeds $700,000 ($1.5 million for construction of any public facility), the subcontractor must include 52.219-8 in lower tier subcontracts that offer subcontracting opportunities. (D) 52.222-21, Prohibition of Segregated Facilities (Apr 2015). (E)52.222-26, Equal Opportunity (Apr 2015) (E.O. 11246). (F)52.222-35, Equal Opportunity for Veterans (Oct 2015) (38 U.S.C.4212). (G)52.222–36, Equal Opportunity for Workers with Disabilities (Jul 2014) (29 U.S.C.793). (H) 52.222-40, Notification of Employee Rights Under the National Labor Relations Act (Dec 2010) (E.O. 13496). Flow down required in accordance with paragraph (f) of FAR clause 52.222–40. (I)52.222-41, Service Contract Labor Standards (May 2014) (41 U.S.C. chapter 67). (J) . (1)52.222-50, Combating Trafficking in Persons (Mar 2015) (22 U.S.C. chapter 78 and E.O. 13627). . (2) Alternate I (Mar 2015) of 52.222-50 (22 U.S.C. chapter 78 and E.O. 13627). (K)52.222–51, Exemption from Application of the Service Contract Labor Standards to Contracts for Maintenance, Calibration, or Repair of Certain Equipment—Requirements (May 2014) (41 U.S.C. chapter 67). (L)52.222-53, Exemption from Application of the Service Contract Labor Standards to Contracts for Certain Services—Requirements (May 2014) (41 U.S.C. chapter 67). (M)52.222-54, Employment Eligibility Verification (Oct 2015) (Executive Order 12989). (N) 52.222-55, Minimum Wages Under Executive Order 13658 (Mar 2016). (O)52.226-6, Promoting Excess Food Donation to Nonprofit Organizations. Contract Clauses for Solicitation FCIS-JB-980001-B Refresh Number 40 Contract Number: GS-35F-0119Y Page: 35 of 176 164 (May 2014) (42 U.S.C. 1792). Flow down required in accordance with paragraph (e) of FAR clause 52.226-6. (P)52.247-64, Preference for Privately Owned U.S.-Flag Commercial Vessels (Feb 2006) (46 U.S.C.Appx.1241(b) and 10 U.S.C.2631). Flow down required in accordance with paragraph (d) of FAR clause 52.247–64. (2) While not required, the Contractor may include in its subcontracts for commercial items a minimal number of additional clauses necessary to satisfy its contractual obligations. [Note to Offerors: If choosing not to accept orders funded in whole or in part by the American Recovery and Reinvestment Act (ARRA), this clause will be replaced with the base clause, meaning that Alternate II is not applicable.] 52.215-21 REQUIREMENTS FOR CERTIFIED COST OR PRICING DATA AND DATA OTHER THAN CERTIFIED COST OR PRICING DATA — MODIFICATIONS (OCT 2010) (ALTERNATE IV — OCT 2010) (a) Submission of certified cost or pricing data is not required. (b) Provide data described below:[Insert description of the data and the format that are required, including the access to records necessary to permit an adequate evaluation of the proposed price in accordance with 15.403–3.] "Pricing information as described in SCP-FSS-001N, SCP-FSS-001S, SCP-FSS-004 and 552.212-70". 52.216-18 ORDERING (OCT 1995) (DEVIATION II -- FEB 2007) (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 Contract expiration date. (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 ordering activity deposits the order in the mail. Orders may be issued orally, by facsimile, or by electronic commerce methods only if authorized in the Schedule. 52.216-19 ORDER LIMITATIONS (OCT 1995) (DEVIATION II – FEB 2007)16.506(b) (a)Minimum order. When the ordering activity requires supplies or services covered by this contract in an amount of less than $100, the ordering activity 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 132-3 $500,000 per order 132-4 $500,000 per order 132-8 $500,000 per order 132-9 $500,000 per order 132-12 $500,000 per order 132-32 $500,000 per order Contract Clauses for Solicitation FCIS-JB-980001-B Refresh Number 40 Contract Number: GS-35F-0119Y Page: 36 of 176 165 132-33 $500,000 per order 132-34 $500,000 per order 132-40 $500,000 per order 132-50 $ 25,000 per order 132-51 $500,000 per order 132-52 $500,000 per order 132-53 $500,000 per order 132-54 $500,000 per order 132-55 $500,000 per order 132-56 $500,000 per order 132-60A $1,000,000 per order 132-60B $1,000,000 per order 132-60C $1,000,000 per order 132-60D $1,000,000 per order 132-60E $1,000,000 per order 132-60F $1,000,000 per order 132-61 $1,000,000 per order 132-62 $1,000,000 per order 132-99 $1,000,000 per order 132-100 $ 150,000 per order; (2) Any order for a combination of items in excess of 132-3 $500,000 per order 132-4 $500,000 per order 132-8 $500,000 per order 132-9 $500,000 per order 132-12 $500,000 per order 132-32 $500,000 per order 132-33 $500,000 per order 132-34 $500,000 per order 132-40 $500,000 per order 132-50 $ 25,000 per order 132-51 $500,000 per order 132-52 $500,000 per order 132-53 $500,000 per order 132-54 $500,000 per order 132-55 $500,000 per order 132-56 $500,000 per order 132-60A $1,000,000 per order 132-60B $1,000,000 per order 132-60C $1,000,000 per order 132-60D $1,000,000 per order 132-60E $1,000,000 per order 132-60F $1,000,000 per order 132-61 $1,000,000 per order 132-62 $1,000,000 per order 132-99 $1,000,000 per order 132-100 $ 150,000 per order; or (3) A series of orders from the same ordering office within 5 days that together call for quantities exceeding the limitation in paragraph (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 ordering activity 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 Contract Clauses for Solicitation FCIS-JB-980001-B Refresh Number 40 Contract Number: GS-35F-0119Y Page: 37 of 176 166 the ordering office within 5 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 ordering activity may acquire the supplies or services from another source. 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 the completion of customer order, including options, 60 months following the expiration of the basic contract ordering period [insert date]. 52.217-8 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 within 30 calendar days of contract expiration.. 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 .; provided that the Government gives the Contractor a preliminary written notice of its intent to extend at least . 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 . (months) (years). 52.219-13 NOTICE OF SET-ASIDE OF ORDERS (NOV 2011) The Contracting Officer will give notice of the order or orders, if any, to be set aside for small business concerns identified in 19.000(a)(3) and the applicable small business program. This notice, and its restrictions, will apply only to the specific orders that have been set aside for any of the small business Contract Clauses for Solicitation FCIS-JB-980001-B Refresh Number 40 Contract Number: GS-35F-0119Y Page: 38 of 176 167 concerns identified in 19.000(a)(3). 52.219-14 LIMITATIONS ON SUBCONTRACTING (NOV 2011) (a) This clause does not apply to the unrestricted portion of a partial set-aside. (b)Applicability. This clause applies only to — (1) Contracts that have been set aside or reserved for small business concerns or 8(a) concerns; (2) Part or parts of a multiple-award contract that have been set aside for small business concerns or 8(a) concerns; and (3) Orders set aside for small business or 8(a) concerns under multiple-award contracts as described in 8.405-5 and 16.505(b)(2)(i)(F). (c) By submission of an offer and execution of a contract, the Offeror/Contractor agrees that in performance of the contract in the case of a contract for— (1)Services (except construction). At least 50 percent of the cost of contract performance incurred for personnel shall be expended for employees of the concern. (2)Supplies (other than procurement from a nonmanufacturer of such supplies). The concern shall perform work for at least 50 percent of the cost of manufacturing the supplies, not including the cost of materials. (3)General construction. The concern will, perform at least 15 percent of the cost of the contract, not including the cost of materials, with its own employees. (4)Construction by special trade contractors. The concern will perform at least 25 percent of the cost of the contract, not including the cost of materials, with its own employees. 52.219-16 LIQUIDATED DAMAGES—SUBCONTRACTING PLAN (JAN 1999) (a) “Failure to make a good faith effort to comply with the subcontracting plan”, as used in this clause, means a willful or intentional failure to perform in accordance with the requirements of the subcontracting plan approved under the clause in this contract entitled “Small Business Subcontracting Plan,” or willful or intentional action to frustrate the plan. (b) Performance shall be measured by applying the percentage goals to the total actual subcontracting dollars or, if a commercial plan is involved, to the pro rata share of actual subcontracting dollars attributable to Government contracts covered by the commercial plan. If, at contract completion or, in the case of a commercial plan, at the close of the fiscal year for which the plan is applicable, the Contractor has failed to meet its subcontracting goals and the Contracting Officer decides in accordance with paragraph (c) of this clause that the Contractor failed to make a good faith effort to comply with its subcontracting plan, established in accordance with the clause in this contract entitled “Small Business Subcontracting Plan,” the Contractor shall pay the Government liquidated damages in an amount stated. The amount of probable damages attributable to the Contractor's failure to comply shall be an amount equal to the actual dollar amount by which the Contractor failed to achieve each subcontract goal. (c) Before the Contracting Officer makes a final decision that the Contractor has failed to make such good faith effort, the Contracting Officer shall give the Contractor written notice specifying the failure and permitting the Contractor to demonstrate what good faith efforts have been made and to discuss the matter. Failure to respond to the notice may be taken as an admission that no valid explanation exists. If, after consideration of all the pertinent data, the Contracting Officer finds that the Contractor failed to Contract Clauses for Solicitation FCIS-JB-980001-B Refresh Number 40 Contract Number: GS-35F-0119Y Page: 39 of 176 168 make a good faith effort to comply with the subcontracting plan, the Contracting Officer shall issue a final decision to that effect and require that the Contractor pay the Government liquidated damages as provided in paragraph (b) of this clause. (d) With respect to commercial plans, the Contracting Officer who approved the plan will perform the functions of the Contracting Officer under this clause on behalf of all agencies with contracts covered by the commercial plan. (e) The Contractor shall have the right of appeal, under the clause in this contract entitled Disputes, from any final decision of the Contracting Officer. (f) Liquidated damages shall be in addition to any other remedies that the Government may have. 52.219-27 NOTICE OF SERVICE-DISABLED VETERAN-OWNED SMALL BUSINESS SET-ASIDE (NOV 2011) (a)Definition. “Service-disabled veteran-owned small business concern”— (1) Means a small business concern — (i) Not less than 51 percent of which is owned by one or more service-disabled veterans or, in the case of any publicly owned business, not less than 51 percent of the stock of which is owned by one or more service-disabled veterans; and (ii) The management and daily business operations of which are controlled by one or more service-disabled veterans or, in the case of a service-disabled veteran with permanent and severe disability, the spouse or permanent caregiver of such veteran. (2) “Service-disabled veteran” means a veteran, as defined in 38 U.S.C. 101(2), with a disability that is service-connected, as defined in 38 U.S.C. 101(16). (b)Applicability.This clause applies only to — (1) Contracts that have been set aside or reserved for service-disabled veteran-owned small business concerns; (2) Part or parts of a multiple-award contract that have been set aside for service-disabled veteran-owned small business concerns; and (3) Orders set aside for service-disabled veteran-owned small business concerns under multiple-award contracts as described in 8.405-5 and 16.505(b)(2)(i)(F). (c) General. (1) Offers are solicited only from service-disabled veteran-owned small business concerns. Offers received from concerns that are not service-disabled veteran-owned small business concerns shall not be considered. (2) Any award resulting from this solicitation will be made to a service-disabled veteran-owned small business concern. (d)Agreement. A service-disabled veteran-owned small business concern agrees that in the performance of the contract, in the case of a contract for — (1) Services (except construction), at least 50 percent of the cost of personnel for contract performance will be spent for employees of the concern or employees of other service-disabled veteran-owned small business concerns; Contract Clauses for Solicitation FCIS-JB-980001-B Refresh Number 40 Contract Number: GS-35F-0119Y Page: 40 of 176 169 (2) Supplies (other than acquisition from a nonmanufacturer of the supplies), at least 50 percent of the cost of manufacturing, excluding the cost of materials, will be performed by the concern or other service-disabled veteran-owned small business concerns; (3) General construction, at least 15 percent of the cost of the contract performance incurred for personnel will be spent on the concern’s employees or the employees of other service-disabled veteran-owned small business concerns; or (4) Construction by special trade contractors, at least 25 percent of the cost of the contract performance incurred for personnel will be spent on the concern’s employees or the employees of other service-disabled veteran-owned small business concerns. (e) A joint venture may be considered a service-disabled veteran owned small business concern if — (1) At least one member of the joint venture is a service-disabled veteran-owned small business concern, and makes the following representations: That it is a service-disabled veteran-owned small business concern, and that it is a small business concern under the North American Industry Classification Systems (NAICS) code assigned to the procurement; (2) Each other concern is small under the size standard corresponding to the NAICS code assigned to the procurement; and (3) The joint venture meets the requirements of paragraph 7 of the explanation of Affiliates in 19.101 of the Federal Acquisition Regulation. (4) The joint venture meets the requirements of 13 CFR 125.15(b) (f) Any service-disabled veteran-owned small business concern (nonmanufacturer) must meet the requirements in 19.102(f) of the Federal Acquisition Regulation to receive a benefit under this program. 52.219-28 POST–AWARD SMALL BUSINESS PROGRAM REREPRESENTATION (JUL 2013) (a)Definitions. As used in this clause – Long-term contract means a contract of more than five years in duration, including options. However, the term does not include contracts that exceed five years in duration because the period of performance has been extended for a cumulative period not to exceed six months under the clause at 52.217-8, Option to Extend Services, or other appropriate authority. Small business concern means a concern, including its affiliates, that is independently owned and operated, not dominant in the field of operation in which it is bidding on Government contracts, and qualified as a small business under the criteria in 13 CFR part 121 and the size standard in paragraph (c) of this clause. Such a concern is “not dominant in its field of operation” when it does not exercise a controlling or major influence on a national basis in a kind of business activity in which a number of business concerns are primarily engaged. In determining whether dominance exists, consideration shall be given to all appropriate factors, including volume of business, number of employees, financial resources, competitive status or position, ownership or control of materials, processes, patents, license agreements, facilities, sales territory, and nature of business activity. (b) If the Contractor represented that it was a small business concern prior to award of this contract, the Contractor shall rerepresent its size status according to paragraph (e) of this clause or, if applicable, paragraph (g) of this clause, upon the occurrence of any of the following: (1) Within 30 days after execution of a novation agreement or within 30 days after modification of the contract to include this clause, if the novation agreement was executed prior to inclusion of this clause in the contract. Contract Clauses for Solicitation FCIS-JB-980001-B Refresh Number 40 Contract Number: GS-35F-0119Y Page: 41 of 176 170 (2) Within 30 days after a merger or acquisition that does not require a novation or within 30 days after modification of the contract to include this clause, if the merger or acquisition occurred prior to inclusion of this clause in the contract. (3) For long-term contracts – (i) Within 60 to 120 days prior to the end of the fifth year of the contract; and (ii) Within 60 to 120 days prior to the date specified in the contract for exercising any option thereafter. (c) The Contractor shall rerepresent its size status in accordance with the size standard in effect at the time of this rerepresentation that corresponds to the North American Industry Classification System (NAICS) code assigned to this contract. The small business size standard corresponding to this NAICS code can be found at http://www.sba.gov/content/table-small-business-size-standards. (d) The small business size standard for a Contractor providing a product which it does not manufacture itself, for a contract other than a construction or service contract, is 500 employees. (e) Except as provided in paragraph (g) of this clause, the Contractor shall make the representation required by paragraph (b) of this clause by validating or updating all its representations in the Representations and Certifications section of the System for Award Management (SAM) and its other data in SAM, as necessary, to ensure that they reflect the Contractor’s current status. The Contractor shall notify the contracting office in writing within the timeframes specified in paragraph (b) of this clause that the data have been validated or updated, and provide the date of the validation or update. (f) If the Contractor represented that it was other than a small business concern prior to award of this contract, the Contractor may, but is not required to, take the actions required by paragraphs (e) or (g) of this clause. (g) If the Contractor does not have representations and certifications in SAM, or does not have a representation in SAM for the NAICS code applicable to this contract, the Contractor is required to complete the following rerepresentation and submit it to the contracting office, along with the contract number and the date on which the rerepresentation was completed: The Contractor represents that it ______ is, ______ is not a small business concern under NAICS Code ______ assigned to contract number ______. [Contractor to sign and date and insert authorized signer's name and title]. ________________________________________________ ________________ Contractor Signature / Date _________________________________ ______________________________ Authorized Signer’s Name / Title Note: Regulation 52.219-28 . 52.219-29 NOTICE OF SET-ASIDE FOR, OR SOLE SOURCE AWARD TO, ECONOMICALLY DISADVANTAGED WOMEN-OWNED SMALL BUSINESS CONCERNS (DEC 2015) (a)Definitions. “Economically disadvantaged women-owned small business (EDWOSB) concern” means — Contract Clauses for Solicitation FCIS-JB-980001-B Refresh Number 40 Contract Number: GS-35F-0119Y Page: 42 of 176 171 A small business concern that is at least 51 percent directly and unconditionally owned by, and the management and daily business operations of which are controlled by, one or more women who are citizens of the United States and who are economically disadvantaged in accordance with 13 CFR part 127. It automatically qualifies as a women-owned small business (WOSB) concern eligible under the WOSB Program. “WOSB Program Repository” means a secure, Web-based application that collects, stores, and disseminates documents to the contracting community and SBA, which verify the eligibility of a business concern for a contract to be awarded under the WOSB Program. (b)Applicability.This clause applies only to — (1) Contracts that have been set aside or reserved for, or awarded on a sole source basis to, EDWOSB concerns; (2) Part or parts of a multiple-award contract that have been set aside for EDWOSB concerns; and (3) Orders set aside for EDWOSB concerns under multiple-award contracts as described in 8.405-5 and 16.505(b)(2)(i)(F). (c) General. (1) Offers are solicited only from EDWOSB concerns. Offers received from concerns that are not EDWOSB concerns will not be considered. (2) Any award resulting from this solicitation will be made to an EDWOSB concern. (3) The contracting officer will ensure that the apparent successful offeror has provided all required documents to the WOSB Program Repository. The contract will not be awarded until all required documents are received. (d)Agreement. An EDWOSB concern agrees that in the performance of the contract for — (1) Services (except construction), the concern will perform at least 50 percent of the cost of the contract incurred for personnel with its own employees; (2) Supplies or products (other than procurement from a non-manufacturer in such supplies or products), the concern will perform at least 50 percent of the cost of manufacturing the supplies or products (not including the costs of materials); (3) General construction, the concern will perform at least 15 percent of the cost of the contract with its own employees (not including the costs of materials); and (4) Construction by special trade contractors, the concern will perform at least 25 percent of the cost of the contract with its own employees (not including the cost of materials). (e)Joint Venture.A joint venture may be considered an EDWOSB concern if — (1) It meets the applicable size standard corresponding to the NAICS code assigned to the contract, unless an exception to affiliation applies pursuant to 13 CFR 121.103(h)(3); (2) The EDWOSB participant of the joint venture is designated in System for Award Management as an EDWOSB concern; (3) The parties to the joint venture have entered into a written joint venture agreement that contains provisions — Contract Clauses for Solicitation FCIS-JB-980001-B Refresh Number 40 Contract Number: GS-35F-0119Y Page: 43 of 176 172 (i) Setting forth the purpose of the joint venture; (ii) Designating an EDWOSB concern as the managing venturer of the joint venture, and an employee of the managing venturer as the project manager responsible for the performance of the contract; (iii) Stating that not less than 51 percent of the net profits earned by the joint venture will be distributed to the EDWOSB; (iv) Specifying the responsibilities of the parties with regard to contract performance, sources of labor, and negotiation of the EDWOSB contract; and (v) Requiring the final original records be retained by the managing venturer upon completion of the EDWOSB contract performed by the joint venture. (4) The joint venture performs the applicable percentage of work required in accordance with paragraph (d) above; and (5) The procuring activity executes the contract in the name of the EDWOSB or joint venture. (f) Nonmanufacturer. An EDWOSB concern that is a non-manufacturer, as defined in 13 CFR 121.406(b) or FAR 19.102(f), may submit an offer on an EDWOSB requirement with a NAICS code for supplies, if it meets the requirements under the non-manufacturer rule set forth in those regulations. 52.219-3 NOTICE OF HUBZONE SET-ASIDE OR SOLE SOURCE AWARD (NOV 2011) (a)Definitions.See 13 CFR 125.6(e) for definitions of terms used in paragraph (c). (b)Applicability.This clause applies only to — (1) Contracts that have been set aside or reserved for, or awarded on a sole source basis to, HUBZone small business concerns; (2) Part or parts of a multiple-award contract that have been set aside for HUBZone small business concerns; and (3) Orders set-aside for HUBZone small business concerns under multiple-award contracts as described in 8.405-5 and 16.505(b)(2)(i)(F). (c) General. (1) Offers are solicited only from HUBZone small business concerns. Offers received from concerns that are not HUBZone small business concerns will not be considered. (2) Any award resulting from this solicitation will be made to a HUBZone small business concern. (d)Agreement. A HUBZone small business concern agrees that in the performance of the contract, in the case of a contract for — (1) Services (except construction), at least 50 percent of the cost of personnel for contract performance will be spent for employees of the concern or employees of other HUBZone small business concerns; (2) Supplies (other than acquisition from a nonmanufacturer of the supplies), at least 50 percent of the cost of manufacturing, excluding the cost of materials, will be performed by the concern or Contract Clauses for Solicitation FCIS-JB-980001-B Refresh Number 40 Contract Number: GS-35F-0119Y Page: 44 of 176 173 other HUBZone small business concerns; (3) General construction. (i) At least 15 percent of the cost of contract performance to be incurred for personnel will be spent on the HUBZone prime contractor’s employees; (ii) At least 50 percent of the cost of the contract performance to be incurred for personnel will be spent on the HUBZone prime contractor’s employees or on a combination of the HUBZone prime contractor’s employees and employees of HUBZone small business concern subcontractors; and (iii) No more than 50 percent of the cost of contract performance to be incurred for personnel will be subcontracted to concerns that are not HUBZone small business concerns; or (4) Construction by special trade contractors. (i) At least 25 percent of the cost of contract performance to be incurred for personnel will be spent on the HUBZone prime contractor’s employees; (ii) At least 50 percent of the cost of the contract performance to be incurred for personnel will be spent on the HUBZone prime contractor’s employees or on a combination of the HUBZone prime contractor’s employees and employees of HUBZone small business concern subcontractors; (iii) No more than 50 percent of the cost of contract performance to be incurred for personnel will be subcontracted to concerns that are not HUBZone small business concerns. (e) A HUBZone joint venture agrees that, in the performance of the contract, the applicable percentage specified in paragraph (d) of this clause will be performed by the aggregate of the HUBZone small business participants. (f) (1) When the total value of the contract exceeds $25,000, a HUBZone small business concern nonmanufacturer agrees to furnish in performing this contract only end items manufactured or produced by HUBZone small business concern manufacturers. (2) When the total value of the contract is equal to or less than $25,000, a HUBZone small business concern nonmanufacturer may provide end items manufactured by other than a HUBZone small business concern manufacturer provided the end items are produced or manufactured in the United States. (3) Paragraphs (f)(1) and (f)(2) of this section do not apply in connection with construction or service contracts. (g)Notice. The HUBZone small business offeror acknowledges that a prospective HUBZone awardee must be a HUBZone small business concern at the time of award of this contract. The HUBZone offeror shall provide the Contracting Officer a copy of the notice required by 13 CFR 126.501 if material changes occur before contract award that could affect its HUBZone eligibility. If the apparently successful HUBZone offeror is not a HUBZone small business concern at the time of award of this contract, the Contracting Officer will proceed to award to the next otherwise successful HUBZone small business concern or other offeror. 52.219-30 NOTICE OF SET-ASIDE FOR, OR SOLE SOURCE AWARD TO, WOMEN-OWNED SMALL BUSINESS CONCERNS ELIGIBLE UNDER THE WOMEN-OWNED SMALL BUSINESS Contract Clauses for Solicitation FCIS-JB-980001-B Refresh Number 40 Contract Number: GS-35F-0119Y Page: 45 of 176 174 PROGRAM (DEC 2015) (a)Definitions. “Women-owned small business (WOSB) concern eligible under the WOSB Program” (in accordance with 13 CFR part 127), means a small business concern that is at least 51 percent directly and unconditionally owned by, and the management and daily business operations of which are controlled by, one or more women who are citizens of the United States. “WOSB Program Repository” means a secure, Web-based application that collects, stores, and disseminates documents to the contracting community and SBA, which verify the eligibility of a business concern for a contract to be awarded under the WOSB Program. (b)Applicability.This clause applies only to — (1) Contracts that have been set aside or reserved for, or awarded on a sole source basis to, WOSB concerns eligible under the WOSB Program; (2) Part or parts of a multiple-award contract that have been set aside for WOSB concerns eligible under the WOSB Program; and (3) Orders set aside for WOSB concerns eligible under the WOSB Program, under multiple-award contracts as described in8.405-5 and 16.505(b)(2)(i)(F). (c)General. (1) Offers are solicited only from WOSB concerns eligible under the WOSB Program. Offers received from concerns that are not WOSB concerns eligible under the WOSB program shall not be considered. (2) Any award resulting from this solicitation will be made to a WOSB concern eligible under the WOSB Program. (3) The Contracting Officer will ensure that the apparent successful offeror has provided the required documents to the WOSB Program Repository. The contract shall not be awarded until all required documents are received. (d)Agreement.A WOSB concern eligible under the WOSB Program agrees that in the performance of the contract for — (1) Services (except construction), the concern will perform at least 50 percent of the cost of the contract incurred for personnel with its own employees; (2) Supplies or products (other than procurement from a non-manufacturer in such supplies or products), the concern will perform at least 50 percent of the cost of manufacturing the supplies or products (not including the costs of materials); (3) General construction, the concern will perform at least 15 percent of the cost of the contract with its own employees (not including the costs of materials); and (4) Construction by special trade contractors, the concern will perform at least 25 percent of the cost of the contract with its own employees (not including cost of materials). (e)Joint Venture. A joint venture may be considered a WOSB concern eligible under the WOSB Program if — (1) It meets the applicable size standard corresponding to the NAICS code assigned to the contract, unless an exception to affiliation applies pursuant to 13 CFR 121.103(h)(3); Contract Clauses for Solicitation FCIS-JB-980001-B Refresh Number 40 Contract Number: GS-35F-0119Y Page: 46 of 176 175 (2) The WOSB participant of the joint venture is designated in the System for Award Management as a WOSB concern eligible under the WOSB Program; (3) The parties to the joint venture have entered into a written joint venture agreement that contains provisions — (i) Setting forth the purpose of the joint venture; (ii) Designating a WOSB concern eligible under the WOSB Program as the managing venturer of the joint venture, and an employee of the managing venturer as the project manager responsible for the performance of the contract; (iii) Stating that not less than 51 percent of the net profits earned by the joint venture will be distributed to the WOSB; (iv) Specifying the responsibilities of the parties with regard to contract performance, sources of labor, and negotiation of the WOSB contract; and (v) Requiring the final original records be retained by the managing venturer upon completion of the WOSB contract performed by the joint venture. (4) The joint venture must perform the applicable percentage of work required in accordance with paragraph (d) above; and (5) The procuring activity executes the contract in the name of the WOSB concern eligible under the WOSB Program or joint venture. (f) Nonmanufacturer. A WOSB concern eligible under the WOSB Program that is a non-manufacturer, as defined in 13 CFR 121.406(b) or FAR 19.102(f), may submit an offer on a WOSB requirement with a NAICS code for supplies, if it meets the requirements under the non-manufacturer rule set forth in those regulations. 52.219-6 NOTICE OF TOTAL SMALL BUSINESS SET-ASIDE (NOV 2011) (a)Definition. "Small business concern," as used in this clause, means a concern, including its affiliates, that is independently owned and operated, not dominant in the field of operation in which it is bidding on Government contracts, and qualified as a small business under the size standards in this solicitation. (b)Applicability.This clause applies only to — (1) Contracts that have been totally set aside or reserved for small business concerns; and (2) Orders set aside for small business concerns under multiple-award contracts as described in 8.405-5 and 16.505(b)(2)(i)(F). (c) General. (1) Offers are solicited only from small business concerns. Offers received from concerns that are not small business concerns shall be considered nonresponsive and will be rejected. (2) Any award resulting from this solicitation will be made to a small business concern. (d)Agreement. Contract Clauses for Solicitation FCIS-JB-980001-B Refresh Number 40 Contract Number: GS-35F-0119Y Page: 47 of 176 176 A small business concern submitting an offer in its own name shall furnish, in performing the contract, only end items manufactured or produced by small business concerns in the United States or its outlying areas. If this procurement is processed under simplified acquisition procedures and the total amount of this contract does not exceed $25,000, a small business concern may furnish the product of any domestic firm. This paragraph does not apply to construction or service contracts. 52.219-8 UTILIZATION OF SMALL BUSINESS CONCERNS (OCT 2014) (a)Definitions. As used in this contract — HUBZone small business concern means a small business concern that appears on the List of Qualified HUBZone Small Business Concerns maintained by the Small Business Administration. Service-disabled veteran-owned small business concern — (1) Means a small business concern — (i) Not less than 51 percent of which is owned by one or more service-disabled veterans or, in the case of any publicly owned business, not less than 51 percent of the stock of which is owned by one or more service-disabled veterans; and (ii) The management and daily business operations of which are controlled by one or more service-disabled veterans or, in the case of a service-disabled veteran with permanent and severe disability, the spouse or permanent caregiver of such veteran. (2)Service-disabled veteran means a veteran, as defined in 38 U.S.C. 101(2), with a disability that is service-connected, as defined in 38 U.S.C. 101(16). Small business concern means a small business as defined pursuant to Section 3 of the Small Business Act and relevant regulations promulgated pursuant thereto. Small disadvantaged business concern, consistent with 13 CFR 124.1002, means a small business concern under the size standard applicable to the acquisition, that — (1) Is at least 51 percent unconditionally and directly owned (as defined at 13 CFR 124.105) by — (i) One or more socially disadvantaged (as defined at 13 CFR 124.103) and economically disadvantaged (as defined at 13 CFR 124.104) individuals who are citizens of the United States; and (ii) Each individual claiming economic disadvantage has a net worth not exceeding $750,000 after taking into account the applicable exclusions set forth at 13 CFR 124.104(c)(2); and (2) The management and daily business operations of which are controlled (as defined at 13.CFR 124.106) by individuals, who meet the criteria in paragraphs (1)(i) and (ii) of this definition. Veteran-owned small business concern means a small business concern — (1) Not less than 51 percent of which is owned by one or more veterans (as defined at 38 U.S.C. 101(2)) or, in the case of any publicly owned business, not less than 51 percent of the stock of which is owned by one or more veterans; and (2) The management and daily business operations of which are controlled by one or more veterans. Contract Clauses for Solicitation FCIS-JB-980001-B Refresh Number 40 Contract Number: GS-35F-0119Y Page: 48 of 176 177 Women-owned small business concern means a small business concern — (1) That is at least 51 percent owned by one or more women, or, in the case of any publicly owned business, at least 51 percent of the stock of which is owned by one or more women; and (2) Whose management and daily business operations are controlled by one or more women. (b) It is the policy of the United States that small business concerns, veteran-owned small business concerns, service-disabled veteran-owned small business concerns, HUBZone small business concerns, small disadvantaged business concerns, and women-owned small business concerns shall have the maximum practicable opportunity to participate in performing contracts let by any Federal agency, including contracts and subcontracts for subsystems, assemblies, components, and related services for major systems. It is further the policy of the United States that its prime contractors establish procedures to ensure the timely payment of amounts due pursuant to the terms of their subcontracts with small business concerns, veteran-owned small business concerns, service-disabled veteran-owned small business concerns, HUBZone small business concerns, small disadvantaged business concerns, and women-owned small business concerns. (c) The Contractor hereby agrees to carry out this policy in the awarding of subcontracts to the fullest extent consistent with efficient contract performance. The Contractor further agrees to cooperate in any studies or surveys as may be conducted by the United States Small Business Administration or the awarding agency of the United States as may be necessary to determine the extent of the Contractor’s compliance with this clause. (d) (1) Contractors acting in good faith may rely on written representations by their subcontractors regarding their status as a small business concern, a veteran-owned small business concern, a service-disabled veteran-owned small business concern, a small disadvantaged business concern, or a women-owned small business concern. (2) The Contractor shall confirm that a subcontractor representing itself as a HUBZone small business concern is certified by SBA as a HUBZone small business concern by accessing the System for Award Management database or by contacting the SBA. Options for contacting the SBA include — (i) HUBZone small business database search application Web page at http://dsbs.sba.gov/dsbs/search/dsp_searchhubzone.cfm; or http://www.sba.gov/hubzone; (ii) In writing to the Director/HUB, U.S. Small Business Administration, 409 3rd Street, SW., Washington DC 20416; or (iii) The SBA HUBZone Help Desk at hubzone@sba.gov. 52.219-9 SMALL BUSINESS SUBCONTRACTING PLAN (OCT 2015) (ALTERNATE II – OCT 2001) (a) This clause does not apply to small business concerns. (b)Definitions.As used in this clause — Alaska Native Corporation (ANC) means any Regional Corporation, Village Corporation, Urban Corporation, or Group Corporation organized under the laws of the State of Alaska in accordance with the Alaska Native Claims Settlement Act, as amended (43 U.S.C.1601, et seq.) and which is considered a minority and economically disadvantaged concern under the criteria at 43 U.S.C. 1626(e)(1). This definition also includes ANC direct and indirect subsidiary corporations, joint ventures, and partnerships that meet the requirements of 43 U.S.C.1626(e)(2). Commercial item means a product or service that satisfies the definition of commercial item in section Contract Clauses for Solicitation FCIS-JB-980001-B Refresh Number 40 Contract Number: GS-35F-0119Y Page: 49 of 176 178 2.101 of the Federal Acquisition Regulation. Commercial plan means a subcontracting plan (including goals) that covers the offeror's fiscal year and that applies to the entire production of commercial items sold by either the entire company or a portion thereof (e.g., division, plant, or product line). Electronic Subcontracting Reporting System (eSRS) means the Governmentwide, electronic, web-based system for small business subcontracting program reporting. The eSRS is located at http://www.esrs.gov. Indian tribe means any Indian tribe, band, group, pueblo, or community, including native villages and native groups (including corporations organized by Kenai, Juneau, Sitka, and Kodiak) as defined in the Alaska Native Claims Settlement Act (43 U.S.C.A.1601 et seq.), that is recognized by the Federal Government as eligible for services from the Bureau of Indian Affairs in accordance with 25 U.S.C. 1452(c). This definition also includes Indian-owned economic enterprises that meet the requirements of 25 U.S.C.1452(e). Individual contract plan means a subcontracting plan that covers the entire contract period (including option periods), applies to a specific contract, and has goals that are based on the offeror's planned subcontracting in support of the specific contract, except that indirect costs incurred for common or joint purposes may be allocated on a prorated basis to the contract. Master plan means a subcontracting plan that contains all the required elements of an individual contract plan, except goals, and may be incorporated into individual contract plans, provided the master plan has been approved. Subcontract means any agreement (other than one involving an employer-employee relationship) entered into by a Federal Government prime Contractor or subcontractor calling for supplies or services required for performance of the contract or subcontract. (c) Proposals submitted in response to this solicitation shall include a subcontracting plan that separately addresses subcontracting with small business, veteran-owned small business, service-disabled veteran-owned small business, HUBZone small business, small disadvantaged business, and women-owned small business concerns. If the offeror is submitting an individual contract plan, the plan must separately address subcontracting with small business, veteran-owned small business, service-disabled veteran-owned small business, HUBZone small business, small disadvantaged business, and women-owned small business concerns, with a separate part for the basic contract and separate parts for each option (if any). The plan shall be included in and made a part of the resultant contract. The subcontracting plan shall be negotiated within the time specified by the Contracting Officer. Failure to submit and negotiate a subcontracting plan shall make the offeror ineligible for award of a contract. (d) The offeror's subcontracting plan shall include the following: (1) Goals, expressed in terms of percentages of total planned subcontracting dollars, for the use of small business, veteran-owned small business, service-disabled veteran-owned small business, HUBZone small business, small disadvantaged business, and women-owned small business concerns as subcontractors. The offeror shall include all subcontracts that contribute to contract performance, and may include a proportionate share of products and services that are normally allocated as indirect costs. In accordance with 43 U.S.C.1626: (2) A statement of — (i) Total dollars planned to be subcontracted for an individual contract plan; or the offeror's total projected sales, expressed in dollars, and the total value of projected subcontracts to support the sales for a commercial plan; (ii) Total dollars planned to be subcontracted to small business concerns (including ANC and Indian tribes); Contract Clauses for Solicitation FCIS-JB-980001-B Refresh Number 40 Contract Number: GS-35F-0119Y Page: 50 of 176 179 (iii) Total dollars planned to be subcontracted to veteran-owned small business concerns; (iv) Total dollars planned to be subcontracted to service-disabled veteran-owned small business; (v) Total dollars planned to be subcontracted to HUBZone small business concerns; (vi) Total dollars planned to be subcontracted to small disadvantaged business concerns (including ANCs and Indian tribes); and (vii) Total dollars planned to be subcontracted to women-owned small business concerns. (3) A description of the principal types of supplies and services to be subcontracted, and an identification of the types planned for subcontracting to — (i) Small business concerns; (ii) Veteran-owned small business concerns; (iii) Service-disabled veteran-owned small business concerns; (iv) HUBZone small business concerns; (v) Small disadvantaged business concerns; and (vi) Women-owned small business concerns. (4) A description of the method used to develop the subcontracting goals in paragraph (d)(1) of this clause. (5) A description of the method used to identify potential sources for solicitation purposes (e.g., existing company source lists, the System for Award Management (SAM), veterans service organizations, the National Minority Purchasing Council Vendor Information Service, the Research and Information Division of the Minority Business Development Agency in the Department of Commerce, or small, HUBZone, small disadvantaged, and womenowned small business trade associations). A firm may rely on the information contained in SAM as an accurate representation of a concern’s size and ownership characteristics for the purposes of maintaining a small, veteran-owned small, service-disabled veteran-owned small, HUBZone small, small disadvantaged, and women-owned small business source list. Use of SAM as its source list does not relieve a firm of its responsibilities (e.g.,outreach, assistance, counseling, or publicizing subcontracting opportunities) in this clause. (6) A statement as to whether or not the offeror included indirect costs in establishing subcontracting goals, and a description of the method used to determine the proportionate share of indirect costs to be incurred with — (i) Small business concerns (including ANC and Indian tribes); (ii) Veteran-owned small business concerns; (iii) Service-disabled veteran-owned small business concerns; (iv) HUBZone small business concerns; (v) Small disadvantaged business concerns (including ANC and Indian tribes); and (vi) Women-owned small business concerns. (7) The name of the individual employed by the offeror who will administer the offeror's subcontracting program, and a description of the duties of the individual. (8) A description of the efforts the offeror will make to assure that small business, veteran-owned small business, service-disabled veteran-owned small business, HUBZone small business, small disadvantaged and women-owned small business concerns have an equitable opportunity to compete for subcontracts. Contract Clauses for Solicitation FCIS-JB-980001-B Refresh Number 40 Contract Number: GS-35F-0119Y Page: 51 of 176 180 (9) Assurances that the offeror will include the clause of this contract entitled “Utilization of Small Business Concerns” in all subcontracts that offer further subcontracting opportunities, and that the offeror will require all subcontractors (except small business concerns) that receive subcontracts in excess of $700,000 ($1.5 million for construction of any public facility with further subcontracting possibilities) to adopt a subcontracting plan that complies with the requirements of this clause. (10) Assurances that the offeror will — (i) Cooperate in any studies or surveys as may be required; (ii) Submit periodic reports so that the Government can determine the extent of compliance by the offeror with the subcontracting plan; (iii) Submit the Individual Subcontract Report (ISR) and/or the Summary Subcontract Report (SSR), in accordance with paragraph (l) of this clause using the Electronic Subcontracting Reporting System (eSRS) at http://www.esrs.gov. The reports shall provide information on subcontract awards to small business concerns (including ANCs and Indian tribes that are not small businesses), veteran-owned small business concerns, service-disabled veteran-owned small business concerns, HUBZone small business concerns, small disadvantaged business concerns (including ANCs and Indian tribes that have not been certified by the Small Business Administration as small disadvantaged businesses), women-owned small business concerns, and for NASA only, Historically Black Colleges and Universities and Minority Institutions. Reporting shall be in accordance with this clause, or as provided in agency regulations; (iv) Ensure that its subcontractors with subcontracting plans agree to submit the ISR and/or the SSR using eSRS; (v) Provide its prime contract number, its DUNS number, and the e-mail address of the offeror’s official responsible for acknowledging receipt of or rejecting the ISRs, to all first-tier subcontractors with subcontracting plans so they can enter this information into the eSRS when submitting their ISRs; and (vi) Require that each subcontractor with a subcontracting plan provide the prime contract number, its own DUNS number, and the e-mail address of the subcontractor’s official responsible for acknowledging receipt of or rejecting the ISRs, to its subcontractors with subcontracting plans. (11) A description of the types of records that will be maintained concerning procedures that have been adopted to comply with the requirements and goals in the plan, including establishing source lists; and a description of the offeror's efforts to locate small business, veteran-owned small business, service-disabled veteran-owned small business, HUBZone small business, small disadvantaged business, and women-owned small business concerns and award subcontracts to them. The records shall include at least the following (on a plant-wide or company-wide basis, unless otherwise indicated): (i) Source lists (e.g.,SAM), guides, and other data that identify small business, veteran-owned small business, service-disabled veteran-owned small business, HUBZone small business, small disadvantaged business, and women-owned small business concerns. (ii) Organizations contacted in an attempt to locate sources that are small business, veteran-owned small business, service-disabled veteran-owned small business, HUBZone small business, small disadvantaged business, or women-owned small business concerns. (iii) Records on each subcontract solicitation resulting in an award of more than $150,000, indicating — Contract Clauses for Solicitation FCIS-JB-980001-B Refresh Number 40 Contract Number: GS-35F-0119Y Page: 52 of 176 181 (A) Whether small business concerns were solicited and, if not, why not; (B) Whether veteran-owned small business concerns were solicited and, if not, why not; (C) Whether service-disabled veteran-owned small business concerns were solicited and, if not, why not; (D) Whether HUBZone small business concerns were solicited and, if not, why not; (E) Whether small disadvantaged business concerns were solicited and, if not, why not; (F) Whether women-owned small business concerns were solicited and, if not, why not; and (G) If applicable, the reason award was not made to a small business concern. (iv) Records of any outreach efforts to contact — (A) Trade associations; (B) Business development organizations; (C) Conferences and trade fairs to locate small, HUBZone small, small disadvantaged, and women-owned small business sources; AND (D) Veterans service organizations. (v) Records of internal guidance and encouragement provided to buyers through — (A) Workshops, seminars, training, etc.; and (B) Monitoring performance to evaluate compliance with the program's requirements. (vi) On a contract-by-contract basis, records to support award data submitted by the offeror to the Government, including the name, address, and business size of each subcontractor. Contractors having commercial plans need not comply with this requirement. (e) In order to effectively implement this plan to the extent consistent with efficient contract performance, the Contractor shall perform the following functions: (1) Assist small business, veteran-owned small business, service-disabled veteran-owned small business, HUBZone small business, small disadvantaged business, and women-owned small business concerns by arranging solicitations, time for the preparation of bids, quantities, specifications, and delivery schedules so as to facilitate the participation by such concerns. Where the Contractor's lists of potential small business, veteran-owned small business, service-disabled veteran-owned small business, HUBZone small business, small disadvantaged business, and women-owned small business subcontractors are excessively long, reasonable effort shall be made to give all such small business concerns an opportunity to compete over a period of time. (2) Provide adequate and timely consideration of the potentialities of small business, veteran-owned small business, service-disabled veteran-owned small business, HUBZone small business, small disadvantaged business, and women-owned small business concerns in all “make-or-buy” decisions. (3) Counsel and discuss subcontracting opportunities with representatives of small business, veteran-owned small business, service-disabled veteran-owned small business, HUBZone small business, small disadvantaged business, and women-owned small business firms. (4) Confirm that a subcontractor representing itself as a HUBZone small business concern is Contract Clauses for Solicitation FCIS-JB-980001-B Refresh Number 40 Contract Number: GS-35F-0119Y Page: 53 of 176 182 identified as a certified HUBZone small business concern by accessing the SAM database or by contacting SBA. (5) Provide notice to subcontractors concerning penalties and remedies for misrepresentations of business status as small, veteran-owned small business, HUBZone small, small disadvantaged, or women-owned small business for the purpose of obtaining a subcontract that is to be included as part or all of a goal contained in the Contractor's subcontracting plan. (6) For all competitive subcontracts over the simplified acquisition threshold in which a small business concern received a small business preference, upon determination of the successful subcontract offeror, the Contractor must inform each unsuccessful small business subcontract offeror in writing of the name and location of the apparent successful offeror prior to award of the contract. (f) A master plan on a plant or division-wide basis that contains all the elements required by paragraph (d) of this clause, except goals, may be incorporated by reference as a part of the subcontracting plan required of the offeror by this clause; provided — (1) the master plan has been approved, (2) the offeror ensures that the master plan is updated as necessary and provides copies of the approved master plan, including evidence of its approval, to the Contracting Officer, and (3) goals and any deviations from the master plan deemed necessary by the Contracting Officer to satisfy the requirements of this contract are set forth in the individual subcontracting plan. (g) A commercial plan is the preferred type of subcontracting plan for contractors furnishing commercial items. The commercial plan shall relate to the offeror’s planned subcontracting generally, for both commercial and Government business, rather than solely to the Government contract. Once the Contractor’s commercial plan has been approved, the Government will not require another subcontracting plan from the same Contractor while the plan remains in effect, as long as the product or service being provided by the Contractor continues to meet the definition of a commercial item. A Contractor with a commercial plan shall comply with the reporting requirements stated in paragraph (d)(10) of this clause by submitting one SSR in eSRS for all contracts covered by its commercial plan. This report shall be acknowledged or rejected in eSRS by the Contracting Officer who approved the plan. This report shall be submitted within 30 days after the end of the Government’s fiscal year. (h) Prior compliance of the offeror with other such subcontracting plans under previous contracts will be considered by the Contracting Officer in determining the responsibility of the offeror for award of the contract. (i) A contract may have no more than one plan. When a modification meets the criteria in 19.702 for a plan, or an option is exercised, the goals associated with the modification or option shall be added to those in the existing subcontract plan. (j) Subcontracting plans are not required from subcontractors when the prime contract contains the clause at 52.212–5, Contract Terms and Conditions Required to Implement Statutes or Executive Orders-Commercial Items, or when the subcontractor provides a commercial item subject to the clause at 52.244–6, Subcontracts for Commercial Items, under a prime contract. (k) The failure of the Contractor or subcontractor to comply in good faith with — (1) the clause of this contract entitled “Utilization of Small Business Concerns,” or (2) an approved plan required by this clause, shall be a material breach of the contract. (l) The Contractor shall submit ISRs and SSRs using the web-based eSRS at http://www.esrs.gov. Purchases from a corporation, company, or subdivision that is an affiliate of the prime Contractor or Contract Clauses for Solicitation FCIS-JB-980001-B Refresh Number 40 Contract Number: GS-35F-0119Y Page: 54 of 176 183 subcontractor are not included in these reports. Subcontract award data reported by prime Contractors and subcontractors shall be limited to awards made to their immediate next-tier subcontractors. Credit cannot be taken for awards made to lower tier subcontractors, unless the Contractor or subcontractor has been designated to receive a small business or small disadvantaged business credit from an ANC or Indian tribe. Only subcontracts involving performance in the United States or its outlying areas should be included in these reports with the exception of subcontracts under a contract awarded by the State Department or any other agency that has statutory or regulatory authority to require subcontracting plans for subcontracts performed outside the United States and its outlying areas. (1)ISR.This report is not required for commercial plans. The report is required for each contract containing an individual subcontract plan. (i) The report shall be submitted semiannually during contract performance for the periods ending March 31 and September 30. A report is also required for each contract within 30 days of contract completion. Reports are due 30 days after the close of each reporting period, unless otherwise directed by the Contracting Officer. Reports are required when due, regardless of whether there has been any subcontracting activity since the inception of the contract or the previous reporting period. (ii) When a subcontracting plan contains separate goals for the basic contract and each option, as prescribed by FAR 19.704(c), the dollar goal inserted on this report shall be the sum of the base period through the current option; for example, for a report submitted after the second option is exercised, the dollar goal would be the sum of the goals for the basic contract, the first option, and the second option. (iii) The authority to acknowledge receipt or reject the ISR resides — (A) In the case of the prime Contractor, with the Contracting Officer; and (B) In the case of a subcontract with a subcontracting plan, with the entity that awarded the subcontract. (2)SSR. (i) Reports submitted under individual contract plans — (A) This report encompasses all subcontracting under prime contracts and subcontracts with the awarding agency, regardless of the dollar value of the subcontracts. (B) The report may be submitted on a corporate, company or subdivision (e.g. plant or division operating as a separate profit center) basis, unless otherwise directed by the agency. (C) If a prime Contractor and/or subcontractor is performing work for more than one executive agency, a separate report shall be submitted to each executive agency covering only that agency’s contracts, provided at least one of that agency’s contracts is over $700,000 (over $1.5 million for construction of a public facility) and contains a subcontracting plan. For DoD, a consolidated report shall be submitted for all contracts awarded by military departments/ agencies and/or subcontracts awarded by DoD prime Contractors. However, for construction and related maintenance and repair, a separate report shall be submitted for each DoD component. (D) For DoD and NASA, the report shall be submitted semi-annually for the six months ending March 31 and the twelve months ending September 30. For civilian agencies, except NASA, it shall be submitted annually for the twelve month period ending September 30. Reports are due 30 days after the close of each reporting period. (E) Subcontract awards that are related to work for more than one executive agency shall be appropriately allocated. (F) The authority to acknowledge or reject SSRs in eSRS, including SSRs Contract Clauses for Solicitation FCIS-JB-980001-B Refresh Number 40 Contract Number: GS-35F-0119Y Page: 55 of 176 184 submitted by subcontractors with subcontracting plans, resides with the Government agency awarding the prime contracts unless stated otherwise in the contract. (ii) Reports submitted under a commercial plan — (A) The report shall include all subcontract awards under the commercial plan in effect during the Government’s fiscal year. (B) The report shall be submitted annually, within thirty days after the end of the Government’s fiscal year. (C) If a Contractor has a commercial plan and is performing work for more than one executive agency, the Contractor shall specify the percentage of dollars attributable to each agency from which contracts for commercial items were received. (D) The authority to acknowledge or reject SSRs for commercial plans resides with the Contracting Officer who approved the commercial plan. 52.222-1 NOTICE TO THE GOVERNMENT OF LABOR DISPUTES (FEB 1997) If the Contractor has knowledge that any actual or potential labor dispute is delaying or threatens to delay the timely performance of this contract, the Contractor shall immediately give notice, including all relevant information, to the Contracting Officer. 52.222-17 NONDISPLACEMENT OF QUALIFIED WORKERS (MAY 2014) (a) “Service employee”, as used in this clause, means any person engaged in the performance of a service contract other than any person employed in a bona fide executive, administrative, or professional capacity, as those terms are defined in 29 CFR part 541. The term “service employee” includes all such persons regardless of any contractual relationship that may be alleged to exist between a contractor or subcontractor and such persons. (b) The Contractor and its subcontractors shall, except as otherwise provided herein, in good faith offer those service employees employed under the predecessor contract whose employment will be terminated as a result of award of this contract or the expiration of the contract under which the service employees were hired, a right of first refusal of employment under this contract in positions for which the service employees are qualified. (1) The Contractor and its subcontractors shall determine the number of service employees necessary for efficient performance of this contract and may elect to employ fewer employees than the predecessor Contractor employed in connection with performance of the work. (2) Except as provided in paragraph (c) of this clause, there shall be no employment opening under this contract, and the Contractor and any subcontractors shall not offer employment under this contract, to any person prior to having complied fully with this obligation. (i) The successor Contractor and its subcontractors shall make a bona fide express offer of employment to each service employee as provided herein and shall state the time within which the service employee must accept such offer, but in no case shall the period within which the service employee must accept the offer of employment be less than 10 days. (ii) The successor Contractor and its subcontractors shall decide any question concerning a service employee’s qualifications based upon the individual’s education and Contract Clauses for Solicitation FCIS-JB-980001-B Refresh Number 40 Contract Number: GS-35F-0119Y Page: 56 of 176 185 employment history, with particular emphasis on the employee’s experience on the predecessor contract, and the Contractor may utilize employment screening processes only when such processes are provided for by the contracting agency, are conditions of the service contract, and are consistent with Executive Order 13495. (iii) Where the successor Contractor does not initially offer employment to all the predecessor contract service employees, the obligation to offer employment shall continue for 90 days after the successor contractor’s first date of performance on the contract. (iv) An offer of employment will be presumed to be bona fide even if it is not for a position similar to the one the employee previously held, but is one for which the employee is qualified, and even if it is subject to different employment terms and conditions, including changes to pay or benefits. (See 29 CFR 9.12 for a detailed description of a bonafide offer of employment). (c) (1) Notwithstanding the obligation under paragraph (b) of this clause, the successor Contractor and any subcontractors (i) may employ under this contract any service employee who has worked for the contractor or subcontractor for at least three months immediately preceding the commencement of this contract and who would otherwise face lay-off or discharge, (ii) are not required to offer a right of first refusal to any service employee(s) of the predecessor contractor who are not service employees within the meaning of the Service Contract Labor Standards statute, 41 U.S.C. 6701(3), and (iii) are not required to offer a right of first refusal to any service employee(s) of the predecessor contractor whom the Contractor or any of its subcontractors reasonably believes, based on the particular service employee’s past performance, has failed to perform suitably on the job (see 29 CFR 9.12(c)(4) for additional information). The successor Contractor bears the responsibility of demonstrating the appropriateness of claiming any of these exceptions. (2) In addition, any Contractor or subcontractor that has been certified by the U.S. Small Business Administration as a HUBZone small business concern must ensure that it complies with the statutory and regulatory requirements of the HUBZone Program (e.g., it must ensure that at least 35 percent of all of its employees reside within a HUBZone). The HUBZone small business Contractor or subcontractor must consider whether it can meet the requirements of this clause and Executive Order 13495 while also ensuring it meets the HUBZone Program’s requirements. (3) Nothing in this clause shall be construed to permit a Contractor or subcontractor to fail to comply with any provision of any other Executive order or law. For example, the requirements of the HUBZone Program (see FAR subpart 19.13), Executive Order 11246 (Equal Employment Opportunity), and the Vietnam Era Veterans’ Readjustment Assistance Act of 1974 may conflict, in certain circumstances, with the requirements of Executive Order 13495. All applicable laws and Executive orders must be satisfied in tandem with, and if necessary prior to, the requirements of Executive Order 13495, 29 CFR part 9, and this clause. (d) (1) The Contractor shall, not less than 30 days before completion of the Contractor’s performance of services on the contract, furnish the Contracting Officer with a certified list of the names of all service employees working under this contract and its subcontracts at the time the list is submitted. The list shall also contain anniversary dates of employment of each service employee under this contract and its predecessor contracts with either the current or predecessor contractors or their subcontractors. Where changes to the workforce are made after the submission of the certified list described in this paragraph, the Contractor shall, in accordance with paragraph (e) of this clause, not less than 10 days before completion of the services on this contract, furnish the Contracting Officer with an updated certified list of the names of all service employees employed within the last month of contract performance. The updated list shall also contain anniversary dates of employment, and, where applicable, dates of separation of each service employee under the contract and its predecessor contracts with either the current or predecessor Contractors or their subcontractors. Contract Clauses for Solicitation FCIS-JB-980001-B Refresh Number 40 Contract Number: GS-35F-0119Y Page: 57 of 176 186 (2) Immediately upon receipt of the certified service employee list but not before contract award, the contracting officer shall provide the certified service employee list to the successor contractor, and, if requested, to employees of the predecessor contractor or subcontractors or their authorized representatives. (3) The Contracting Officer will direct the predecessor Contractor to provide written notice (Appendix B to 29 CFR chapter 9) to service employees of their possible right to an offer of employment with the successor contractor. Where a significant portion of the predecessor Contractor’s workforce is not fluent in English, the notice shall be provided in English and the language(s) with which service employees are more familiar. The written notice shall be — (i) Posted in a conspicuous place at the worksite; or (ii) Delivered to the service employees individually. If such delivery is via email, the notification must result in an electronic delivery receipt or some other reliable confirmation that the intended recipient received the notice. (e) (1) If required in accordance with 52.222–41(n), the predecessor Contractor shall, not less than 10 days before completion of this contract, furnish the Contracting Officer a certified list of the names of all service employees working under this contract and its subcontracts during the last month of contract performance. The list shall also contain anniversary dates of employment of each service employee under this contract and its predecessor contracts either with the current or predecessor Contractors or their subcontractors. If there are no changes to the workforce before the predecessor contract is completed, then the predecessor Contractor is not required to submit a revised list 10 days prior to completion of performance and the requirements of 52.222–41(n) are met. When there are changes to the workforce after submission of the 30-day list, the predecessor Contractor shall submit a revised certified list not less than 10 days prior to performance completion. (2) Immediately upon receipt of the certified service employee list but not before contract award, the contracting officer shall provide the certified service employee list to the successor contractor, and, if requested, to employees of the predecessor contractor or subcontractors or their authorized representatives. (f) The Contractor and subcontractor shall maintain the following records (regardless of format, e.g., paper or electronic) of its compliance with this clause for not less than a period of three years from the date the records were created. (1) Copies of any written offers of employment or a contemporaneous written record of any oral offers of employment, including the date, location, and attendance roster of any service employee meeting(s) at which the offers were extended, a summary of each meeting, a copy of any written notice that may have been distributed, and the names of the service employees from the predecessor contract to whom an offer was made. (2) A copy of any record that forms the basis for any exemption claimed under this part. (3) A copy of the service employee list provided to or received from the contracting agency. (4) An entry on the pay records of the amount of any retroactive payment of wages or compensation under the supervision of the Administrator of the Wage and Hour Division to each service employee, the period covered by such payment, and the date of payment, and a copy of any receipt form provided by or authorized by the Wage and Hour Division. The Contractor shall also deliver a copy of the receipt to the service employee and file the original, as evidence of payment by the Contractor and receipt by the service employee, with the Administrator or an authorized representative within 10 days after payment is made. (g) Disputes concerning the requirements of this clause shall not be subject to the general disputes clause (52.233–1) of this contract. Such disputes shall be resolved in accordance with the procedures of Contract Clauses for Solicitation FCIS-JB-980001-B Refresh Number 40 Contract Number: GS-35F-0119Y Page: 58 of 176 187 the Department of Labor set forth in 29 CFR part 9. Disputes within the meaning of this clause include disputes between or among any of the following: The Contractor, the contracting agency, the U.S. Department of Labor, and the service employees under the contract or its predecessor contract. The Contracting Officer will refer any service employee who wishes to file a complaint, or ask questions concerning this contract clause, to the: Branch of Government Contracts Enforcement, Wage and Hour Division, U.S. Department of Labor, 200 Constitution Avenue NW., Washington, DC 20210. Contact email: displaced@dol.gov. (h) The Contractor shall cooperate in any review or investigation by the Department of Labor into possible violations of the provisions of this clause and shall make such records requested by such official(s) available for inspection, copying, or transcription upon request. (i) If it is determined, pursuant to regulations issued by the Secretary of Labor (Secretary), that the Contractor or its subcontractors are not in compliance with the requirements of this clause or any regulation or order of the Secretary, appropriate sanctions may be imposed and remedies invoked against the Contractor or its subcontractors, as provided in Executive Order 13495, the regulations, and relevant orders of the Secretary, or as otherwise provided by law. (j) The Contractor shall take such action with respect to any such subcontract as may be directed by the Secretary of Labor as a means of enforcing such provisions, including the imposition of sanctions for noncompliance. However, if the Contractor, as a result of such direction, becomes involved in litigation with a subcontractor, or is threatened with such involvement, the Contractor may request that the United States, through the Secretary, enter into such litigation to protect the interests of the United States. (k) The Contracting Officer will withhold, or cause to be withheld, from the prime Contractor under this or any other Government contract with the same prime Contractor, such sums as an authorized official of the Department of Labor requests, upon a determination by the Administrator, the Administrative Law Judge, or the Administrative Review Board, that there has been a failure to comply with the terms of this clause and that wages lost as a result of the violations are due to service employees or that other monetary relief is appropriate. If the Contracting Officer or the Administrator, upon final order of the Secretary, finds that the Contractor has failed to provide a list of the names of service employees working under the contract, the Contracting Officer may, in his or her discretion, or upon request by the Administrator, take such action as may be necessary to cause the suspension of the payment of contract funds until such time as the list is provided to the Contracting Officer. (l)Subcontracts. In every subcontract over the simplified acquisition threshold entered into in order to perform services under this contract, the Contractor shall include a provision that ensures — (1) That each subcontractor will honor the requirements of paragraphs (b) through (c) of this clause with respect to the service employees of a predecessor subcontractor or subcontractors working under this contract, as well as of a predecessor Contractor and its subcontractors; (2) That the subcontractor will provide the Contractor with the information about the service employees of the subcontractor needed by the Contractor to comply with paragraphs (d) and (e) of this clause; and (3) The recordkeeping requirements of paragraph (f) of this clause. 52.222-19 CHILD LABOR—COOPERATION WITH AUTHORITIES AND REMEDIES (FEB 2016) (a)Applicability.This clause does not apply to the extent that the Contractor is supplying end products mined, produced, or manufactured in — (1) Canada, and the anticipated value of the acquisition is $25,000 or more; Contract Clauses for Solicitation FCIS-JB-980001-B Refresh Number 40 Contract Number: GS-35F-0119Y Page: 59 of 176 188 (2) Israel, and the anticipated value of the acquisition is $50,000 or more; (3) Mexico, and the anticipated value of the acquisition is $77,533 or more; or (4) Armenia, Aruba, Austria, Belgium, Bulgaria, Croatia, Cyprus, Czech Republic, Denmark, Estonia, Finland, France, Germany, Greece, Hong Kong, Hungary, Iceland, Ireland, Italy, Japan, Korea, Latvia, Liechtenstein, Lithuania, Luxembourg, Malta, Montenegro, Netherlands, New Zealand, Norway, Poland, Portugal, Romania, Singapore, Slovak Republic, Slovenia, Spain, Sweden, Switzerland, Taiwan, or the United Kingdom and the anticipated value of the acquisition is $191,000 or more. (b)Cooperation with Authorities.To enforce the laws prohibiting the manufacture or importation of products mined, produced, or manufactured by forced or indentured child labor, authorized officials may need to conduct investigations to determine whether forced or indentured child labor was used to mine, produce, or manufacture any product furnished under this contract. If the solicitation includes the provision 52.222-18, Certification Regarding Knowledge of Child Labor for Listed End Products, or the equivalent at 52.212-3(i), the Contractor agrees to cooperate fully with authorized officials of the contracting agency, the Department of the Treasury, or the Department of Justice by providing reasonable access to records, documents, persons, or premises upon reasonable request by the authorized officials. (c)Violations. The Government may impose remedies set forth in paragraph (d) for the following violations: (1) The Contractor has submitted a false certification regarding knowledge of the use of forced or indentured child labor for listed end products. (2) The Contractor has failed to cooperate, if required, in accordance with paragraph (b) of this clause, with an investigation of the use of forced or indentured child labor by an Inspector General, Attorney General, or the Secretary of the Treasury. (3) The Contractor uses forced or indentured child labor in its mining, production, or manufacturing processes. (4) The Contractor has furnished under the contract end products or components that have been mined, produced, or manufactured wholly or in part by forced or indentured child labor. (The Government will not pursue remedies at paragraph (d)(2) or paragraph (d)(3) of this clause unless sufficient evidence indicates that the Contractor knew of the violation.) (d)Remedies. (1) The Contracting Officer may terminate the contract. (2) The suspending official may suspend the Contractor in accordance with procedures in FAR Subpart 9.4. (3) The debarring official may debar the Contractor for a period not to exceed 3 years in accordance with the procedures in FAR Subpart 9.4. 52.222-21 PROHIBITION OF SEGREGATED FACILITIES (APR 2015) (a)Definitions. As used in this clause — Gender identity has the meaning given by the Department of Labor’s Office of Federal Contract Compliance Programs, and is found at www.dol.gov/ofccp/LGBT/LGBT_FAQs.html. Contract Clauses for Solicitation FCIS-JB-980001-B Refresh Number 40 Contract Number: GS-35F-0119Y Page: 60 of 176 189 Segregated facilities means any waiting rooms, work areas, rest rooms and wash rooms, restaurants and other eating areas, time clocks, locker rooms and other storage or dressing areas, parking lots, drinking fountains, recreation or entertainment areas, transportation, and housing facilities provided for employees, that are segregated by explicit directive or are in fact segregated on the basis of race, color, religion, sex, sexual orientation, gender identity, or national origin because of written or oral policies or employee custom. The term does not include separate or single-user rest rooms or necessary dressing or sleeping areas provided to assure privacy between the sexes. Sexual orientation has the meaning given by the Department of Labor’s Office of Federal Contract Compliance Programs, and is found at www.dol.gov/ofccp/LGBT/LGBT_FAQs.html. (b) The Contractor agrees that it does not and will not maintain or provide for its employees any segregated facilities at any of its establishments, and that it does not and will not permit its employees to perform their services at any location under its control where segregated facilities are maintained. The Contractor agrees that a breach of this clause is a violation of the Equal Opportunity clause in this contract. (c) The Contractor shall include this clause in every subcontract and purchase order that is subject to the Equal Opportunity clause of this contract. 52.222-26 EQUAL OPPORTUNITY (APR 2015) (a)Definitions. As used in this clause — Gender identity has the meaning given by the Department of Labor’s Office of Federal Contract Compliance Programs, and is found at www.dol.gov/ofccp/LGBT/LGBT_FAQs.html. Sexual orientation has the meaning given by the Department of Labor’s Office of Federal Contract Compliance Programs, and is found at www.dol.gov/ofccp/LGBT/LGBT_FAQs.html. United States means the 50 States, the District of Columbia, Puerto Rico, the Northern Mariana Islands, American Samoa, Guam, the U.S. Virgin Islands, and Wake Island. (b) (1) If, during any 12-month period (including the 12 months preceding the award of this contract), the Contractor has been or is awarded nonexempt Federal contracts and/or subcontracts that have an aggregate value in excess of $10,000, the Contractor shall comply with this clause, except for work performed outside the United States by employees who were not recruited within the United States. Upon request, the Contractor shall provide information necessary to determine the applicability of this clause. (2) If the Contractor is a religious corporation, association, educational institution, or society, the requirements of this clause do not apply with respect to the employment of individuals of a particular religion to perform work connected with the carrying on of the Contractor's activities (41 CFR 60-1.5). (c) (1) The Contractor shall not discriminate against any employee or applicant for employment because of race, color, religion, sex, sexual orientation, gender identity, or national origin. However, it shall not be a violation of this clause for the Contractor to extend a publicly announced preference in employment to Indians living on or near an Indian reservation, in connection with employment opportunities on or near an Indian reservation, as permitted by 41 CFR 60-1.5. (2) The Contractor shall take affirmative action to ensure that applicants are employed, and that employees are treated during employment, without regard to their race, color, religion, sex, or national origin. This shall include, but not be limited to — (i) Employment; Contract Clauses for Solicitation FCIS-JB-980001-B Refresh Number 40 Contract Number: GS-35F-0119Y Page: 61 of 176 190 (ii) Upgrading; (iii) Demotion; (iv) Transfer; (v) Recruitment or recruitment advertising; (vi) Layoff or termination; (vii) Rates of pay or other forms of compensation; and (viii) Selection for training, including apprenticeship. (3) The Contractor shall post in conspicuous places available to employees and applicants for employment the notices to be provided by the Contracting Officer that explain this clause. (4) The Contractor shall, in all solicitations or advertisements for employees placed by or on behalf of the Contractor, state that all qualified applicants will receive consideration for employment without regard to race, color, religion, sex, or national origin. (5) The Contractor shall send, to each labor union or representative of workers with which it has a collective bargaining agreement or other contract or understanding, the notice to be provided by the Contracting Officer advising the labor union or workers' representative of the Contractor's commitments under this clause, and post copies of the notice in conspicuous places available to employees and applicants for employment. (6) The Contractor shall comply with Executive Order 11246, as amended, and the rules, regulations, and orders of the Secretary of Labor. (7) The Contractor shall furnish to the contracting agency all information required by Executive Order 11246, as amended, and by the rules, regulations, and orders of the Secretary of Labor. The Contractor shall also file Standard Form 100 (EEO-1), or any successor form, as prescribed in 41 CFR part 60-1. Unless the Contractor has filed within the 12 months preceding the date of contract award, the Contractor shall, within 30 days after contract award, apply to either the regional Office of Federal Contract Compliance Programs (OFCCP) or the local office of the Equal Employment Opportunity Commission for the necessary forms. (8) The Contractor shall permit access to its premises, during normal business hours, by the contracting agency or the OFCCP for the purpose of conducting on-site compliance evaluations and complaint investigations. The Contractor shall permit the Government to inspect and copy any books, accounts, records (including computerized records), and other material that may be relevant to the matter under investigation and pertinent to compliance with Executive Order 11246, as amended, and rules and regulations that implement the Executive Order. (9) If the OFCCP determines that the Contractor is not in compliance with this clause or any rule, regulation, or order of the Secretary of Labor, this contract may be canceled, terminated, or suspended in whole or in part and the Contractor may be declared ineligible for further Government contracts, under the procedures authorized in Executive Order 11246, as amended. In addition, sanctions may be imposed and remedies invoked against the Contractor as provided in Executive Order 11246, as amended; in the rules, regulations, and orders of the Secretary of Labor; or as otherwise provided by law. (10) The Contractor shall include the terms and conditions of this clause in every subcontract or purchase order that is not exempted by the rules, regulations, or orders of the Secretary of Labor issued under Executive Order 11246, as amended, so that these terms and conditions will be binding upon each subcontractor or vendor. Contract Clauses for Solicitation FCIS-JB-980001-B Refresh Number 40 Contract Number: GS-35F-0119Y Page: 62 of 176 191 (11) The Contractor shall take such action with respect to any subcontract or purchase order as the Contracting Officer may direct as a means of enforcing these terms and conditions, including sanctions for noncompliance; provided, that if the Contractor becomes involved in, or is threatened with, litigation with a subcontractor or vendor as a result of any direction, the Contractor may request the United States to enter into the litigation to protect the interests of the United States. (d) Notwithstanding any other clause in this contract, disputes relative to this clause will be governed by the procedures in 41 CFR 60-1.1. 52.222-29 NOTIFICATION OF VISA DENIAL (APR 2015) (a)Definitions. As used in this clause — Gender identity has the meaning given by the Department of Labor’s Office of Federal Contract Compliance Programs, and is found at www.dol.gov/ofccp/LGBT/LGBT_FAQs.html. Sexual orientation has the meaning given by the Department of Labor’s Office of Federal Contract Compliance Programs, and is found at www.dol.gov/ofccp/LGBT/LGBT_FAQs.html. (b)Requirement to notify. (1) It is a violation of Executive Order 11246 for a Contractor to refuse to employ any applicant or not to assign any person hired in the United States, Puerto Rico, the Northern Mariana Islands, American Samoa, Guam, the U.S. Virgin Islands, or Wake Island, on the basis that the individual’s race, color, religion, sex, sexual orientation, gender identity, or national origin is not compatible with the policies of the country where or for whom the work will be performed (41 CFR 60–1.10). (2) The Contractor shall notify the U.S. Department of State, Assistant Secretary, Bureau of Political-Military Affairs (PM), 2201 C Street NW., Room 6212, Washington, DC 20520, and the U.S. Department of Labor, Deputy Assistant Secretary for Federal Contract Compliance, when it has knowledge of any employee or potential employee being denied an entry visa to a country where this contract will be performed, and it believes the denial is attributable to the race, color, religion, sex, sexual orientation, gender identity, or national origin of the employee or potential employee. 52.222-3 CONVICT LABOR (JUN 2003) (a) Except as provided in paragraph (b) of this clause, the Contractor shall not employ in the performance of this contract any person undergoing a sentence of imprisonment imposed by any court of a State, the District of Columbia, Puerto Rico, the Northern Mariana Islands, American Samoa, Guam, or the U.S. Virgin Islands. (b) The Contractor is not prohibited from employing persons— (1) On parole or probation to work at paid employment during the term of their sentence; (2) Who have been pardoned or who have served their terms; or (3) Confined for violation of the laws of any of the States, the District of Columbia, Puerto Rico, the Northern Mariana Islands, American Samoa, Guam, or the U.S. Virgin Islands who are authorized to work at paid employment in the community under the laws of such jurisdiction, if— (i) The worker is paid or is in an approved work training program on a voluntary basis; Contract Clauses for Solicitation FCIS-JB-980001-B Refresh Number 40 Contract Number: GS-35F-0119Y Page: 63 of 176 192 (ii) Representatives of local union central bodies or similar labor union organizations have been consulted; (iii) Such paid employment will not result in the displacement of employed workers, or be applied in skills, crafts, or trades in which there is a surplus of available gainful labor in the locality, or impair existing contracts for services; (iv) The rates of pay and other conditions of employment will not be less than those paid or provided for work of a similar nature in the locality in which the work is being performed; and (v) The Attorney General of the United States has certified that the work-release laws or regulations of the jurisdiction involved are in conformity with the requirements of Executive Order 11755, as amended by Executive Orders 12608 and 12943. 52.222-35 EQUAL OPPORTUNITY FOR VETERANS (OCT 2015) (a)Definitions.As used in this clause — “Active duty wartime or campaign badge veteran,” “Armed Forces service medal veteran,” “disabled veteran,” “protected veteran,” “qualified disabled veteran,” and “recently separated veteran” have the meanings given at FAR 22.1301. (b)Equal opportunity clause.The Contractor shall abide by the requirements of the equal opportunity clause at 41 CFR 60–300.5(a), as of March 24, 2014. This clause prohibits discrimination against qualified protected veterans, and requires affirmative action by the Contractor to employ and advance in employment qualified protected veterans. (c)Subcontracts.The Contractor shall insert the terms of this clause in subcontracts of $150,000 or more unless exempted by rules, regulations, or orders of the Secretary of Labor. The Contractor shall act as specified by the Director, Office of Federal Contract Compliance Programs, to enforce the terms, including action for noncompliance. Such necessary changes in language may be made as shall be appropriate to identify properly the parties and their undertakings. 52.222-36 EQUAL OPPORTUNITY FOR WORKERS WITH DISABILITIES (JUL 2014) (a)Equal opportunity clause. The Contractor shall abide by the requirements of the equal opportunity clause at 41 CFR 60– 741.5(a), as of March 24, 2014. This clause prohibits discrimination against qualified individuals on the basis of disability, and requires affirmative action by the Contractor to employ and advance in employment qualified individuals with disabilities. (b)Subcontracts. The Contractor shall include the terms of this clause in every subcontract or purchase order in excess of $15,000 unless exempted by rules, regulations, or orders of the Secretary, so that such provisions will be binding upon each subcontractor or vendor. The Contractor shall act as specified by the Director, Office of Federal Contract Compliance Programs of the U.S. Department of Labor, to enforce the terms, including action for noncompliance. Such necessary changes in language may be made as shall be appropriate to identify properly the parties and their undertakings 52.222-37 EMPLOYMENT REPORTS ON VETERANS (FEB 2016) (a)Definitions.As used in this clause, “active duty wartime or campaign badge veteran,” “Armed Forces service medal veteran,” “disabled veteran,” “protected veteran,” and “recently separated veteran,” have the meanings given in FAR 22.1301. Contract Clauses for Solicitation FCIS-JB-980001-B Refresh Number 40 Contract Number: GS-35F-0119Y Page: 64 of 176 193 (b) Unless the Contractor is a State or local government agency, the Contractor shall report at least annually, as required by the Secretary of Labor, on — (1) The total number of employees in the contractor’s workforce, by job category and hiring location, who are protected veterans (i.e., active duty wartime or campaign badge veterans, Armed Forces service medal veterans, disabled veterans, and recently separated veterans); (2) The total number of new employees hired during the period covered by the report, and of the total, the number of protected veterans (i.e., active duty wartime or campaign badge veterans, Armed Forces service medal veterans, disabled veterans, and recently separated veterans); and (3) The maximum number and minimum number of employees of the Contractor or subcontractor at each hiring location during the period covered by the report. (c) The Contractor shall report the above items by filing the VETS–4212 “Federal Contractor Veterans’ Employment Report” (see “VETS–4212 Federal Contractor Reporting” and “Filing Your VETS–4212 Report” at http://www.dol.gov/vets/vets4212.htm). (d) The Contractor shall file VETS-4212 Reports no later than September 30 of each year. (e) The employment activity report required by paragraphs (b)(2) and (b)(3) of this clause shall reflect total new hires, and maximum and minimum number of employees, during the most recent 12–month period preceding the ending date selected for the report. Contractors may select an ending date – (1) As of the end of any pay period between July 1 and August 31 of the year the report is due; or (2) As of December 31, if the Contractor has prior written approval from the Equal Employment Opportunity Commission to do so for purposes of submitting the Employer Information Report EEO-1 (Standard Form 100). (f) The number of veterans reported must be based on data known to the contractor when completing the VETS-4212. The contractor’s knowledge of veterans status may be obtained in a variety of ways, including an invitation to applicants to self-identify (in accordance with 41 CFR 60-300.42), voluntary self-disclosure by employees, or actual knowledge of veteran status by the contractor. This paragraph does not relieve an employer of liability for discrimination under 38 U.S.C. 4212. (g) The Contractor shall insert the terms of this clause in subcontracts of $150,000 or more unless exempted by rules, regulations, or orders of the Secretary of Labor. 52.222-40 NOTIFICATION OF EMPLOYEE RIGHTS UNDER THE NATIONAL LABOR RELATIONS ACT (DEC 2010) (a) During the term of this contract, the Contractor shall post an employee notice, of such size and in such form, and containing such content as prescribed by the Secretary of Labor, in conspicuous places in and about its plants and offices where employees covered by the National Labor Relations Act engage in activities relating to the performance of the contract, including all places where notices to employees are customarily posted both physically and electronically, in the languages employees speak, in accordance with 29 CFR 471.2(d) and (f). (1) Physical posting of the employee notice shall be in conspicuous places in and about the Contractor’s plants and offices so that the notice is prominent and readily seen by employees who are covered by the National Labor Relations Act and engage in activities related to the performance of the contract. (2) If the Contractor customarily posts notices to employees electronically, then the Contractor shall also post the required notice electronically by displaying prominently, on any Web site that is maintained by the Contractor and is customarily used for notices to employees about terms and Contract Clauses for Solicitation FCIS-JB-980001-B Refresh Number 40 Contract Number: GS-35F-0119Y Page: 65 of 176 194 conditions of employment, a link to the Department of Labor’s Web site that contains the full text of the poster. The link to the Department’s Web site, as referenced in (b)(3) of this section, must read, “Important Notice about Employee Rights to Organize and Bargain Collectively with Their Employers.” (b) This required employee notice, printed by the Department of Labor, may be — (1) Obtained from the Division of Interpretations and Standards, Office of Labor-Management Standards, U.S. Department of Labor, 200 Constitution Avenue, NW., Room N-5609, Washington, DC 20210, (202) 693-0123, or from any field office of the Office of Labor-Management Standards or Office of Federal Contract Compliance Programs; (2) Provided by the Federal contracting agency if requested; (3) Downloaded from the Office of Labor- Management Standards Web site at http://www.dol.gov/olms/regs/compliance/EO13496.htm; or (4) Reproduced and used as exact duplicate copies of the Department of Labor’s official poster. (c) The required text of the employee notice referred to in this clause is located at Appendix A, Subpart A, 29 CFR Part 471. (d) The Contractor shall comply with all provisions of the employee notice and related rules, regulations, and orders of the Secretary of Labor. (e) In the event that the Contractor does not comply with the requirements set forth in paragraphs (a) through (d) of this clause, this contract may be terminated or suspended in whole or in part, and the Contractor may be suspended or debarred in accordance with 29 CFR 471.14 and subpart 9.4. Such other sanctions or remedies may be imposed as are provided by 29 CFR part 471, which implements Executive Order 13496 or as otherwise provided by law. (f)Subcontracts. (1) The Contractor shall include the substance of this clause, including this paragraph (f), in every subcontract that exceeds $10,000 and will be performed wholly or partially in the United States, unless exempted by the rules, regulations, or orders of the Secretary of Labor issued pursuant to section 3 of Executive Order 13496 of January 30, 2009, so that such provisions will be binding upon each subcontractor. (2) The Contractor shall not procure supplies or services in a way designed to avoid the applicability of Executive Order 13496 or this clause. (3) The Contractor shall take such action with respect to any such subcontract as may be directed by the Secretary of Labor as a means of enforcing such provisions, including the imposition of sanctions for noncompliance. (4) However, if the Contractor becomes involved in litigation with a subcontractor, or is threatened with such involvement, as a result of such direction, the Contractor may request the United States, through the Secretary of Labor, to enter into such litigation to protect the interests of the United States. 52.222-41 SERVICE CONTRACT LABOR STANDARDS (MAY 2014) (a)Definitions. As used in this clause – Contractor when this clause is used in any subcontract, shall be deemed to refer to the subcontractor, except in the term "Government Prime Contractor." Contract Clauses for Solicitation FCIS-JB-980001-B Refresh Number 40 Contract Number: GS-35F-0119Y Page: 66 of 176 195 Service employee means any person engaged in the performance of this contract other than any person employed in a bona fide executive, administrative, or professional capacity, as these terms are defined in Part 541 of Title 29, Code of Federal Regulations, as revised. It includes all such persons regardless of any contractual relationship that may be alleged to exist between a Contractor or subcontractor. (b)Applicability. This contract is subject to the following provisions and to all other applicable provisions of 41 U.S.C. chapter 67, Service Contract Labor Standards, and regulations of the Secretary of Labor (29 CFR Part 4). This clause does not apply to contracts or subcontracts administratively exempted by the Secretary of Labor or exempted by 41 U.S.C.6702, as interpreted in Subpart C of 29 CFR Part 4. (c)Compensation.(1) Each service employee employed in the performance of this contract by the Contractor or any subcontractor shall be paid not less than the minimum monetary wages and shall be furnished fringe benefits in accordance with the wages and fringe benefits determined by the Secretary of Labor or authorized representative, as specified in any wage determination attached to this contract. (2) (i) If a wage determination is attached to this contract, the Contractor shall classify any class of service employee which is not listed herein and which is to be employed under the contract (i.e., the work to be performed is not performed by any classification listed in the wage determination), so as to provide a reasonable relationship (i.e., appropriate level of skill comparison) between such unlisted classifications and the classifications listed in the wage determination. Such conformed class of employees shall be paid the monetary wages and furnished the fringe benefits as are determined pursuant to the procedures in this paragraph (c). (ii) This conforming procedure shall be initiated by the Contractor prior to the performance of contract work by the unlisted class of employee. The Contractor shall submit Standard Form (SF) 1444, Request for Authorization of Additional Classification and Rate, to the Contracting Officer no later than 30 days after the unlisted class of employee performs any contract work. The Contracting Officer shall review the proposed classification and rate and promptly submit the completed SF 1444 (which must include information regarding the agreement or disagreement of the employees' authorized representatives or the employees themselves together with the agency recommendation), and all pertinent information to the Wage and Hour Division, Employment Standards Administration, U.S. Department of Labor. The Wage and Hour Division will approve, modify, or disapprove the action or render a final determination in the event of disagreement within 30 days of receipt or will notify the Contracting Officer within 30 days of receipt that additional time is necessary. (iii) The final determination of the conformance action by the Wage and Hour Division shall be transmitted to the Contracting Officer who shall promptly notify the Contractor of the action taken. Each affected employee shall be furnished by the Contractor with a written copy of such determination or it shall be posted as a part of the wage determination. (iv) (A) The process of establishing wage and fringe benefit rates that bear a reasonable relationship to those listed in a wage determination cannot be reduced to any single formula. The approach used may vary from wage determination to wage determination depending on the circumstances. Standard wage and salary administration practices which rank various job classifications by pay grade pursuant to point schemes or other job factors may, for example, be relied upon. Guidance may also be obtained from the way different jobs are rated under Federal pay systems (Federal Wage Board Pay System and the General Schedule) or from other wage determinations issued in the same locality. Basic to the establishment of any conformable wage rate(s) is the concept that a pay relationship should be maintained between job classifications based on the skill required and the duties performed. Contract Clauses for Solicitation FCIS-JB-980001-B Refresh Number 40 Contract Number: GS-35F-0119Y Page: 67 of 176 196 (B) In the case of a contract modification, an exercise of an option or extension of an existing contract, or in any other case where a Contractor succeeds a contract under which the classification in question was previously conformed pursuant to paragraph (c) of this clause, a new conformed wage rate and fringe benefits may be assigned to the conformed classification by indexing (i.e., adjusting) the previous conformed rate and fringe benefits by an amount equal to the average (mean) percentage increase (or decrease, where appropriate) between the wages and fringe benefits specified for all classifications to be used on the contract which are listed in the current wage determination, and those specified for the corresponding classifications in the previously applicable wage determination. Where conforming actions are accomplished in accordance with this paragraph prior to the performance of contract work by the unlisted class of employees, the Contractor shall advise the Contracting Officer of the action taken but the other procedures in subdivision (c)(2)(ii) of this clause need not be followed. (C) No employee engaged in performing work on this contract shall in any event be paid less than the currently applicable minimum wage specified under section 6(a)(1) of the Fair Labor Standards Act of 1938, as amended. (v) The wage rate and fringe benefits finally determined under this paragraph (c)(2) of this clause shall be paid to all employees performing in the classification from the first day on which contract work is performed by them in the classification. Failure to pay the unlisted employees the compensation agreed upon by the interested parties and/or finally determined by the Wage and Hour Division retroactive to the date such class of employees commenced contract work shall be a violation of the Service Contract Labor Standards statute and this contract. (vi) Upon discovery of failure to comply with subparagraphs (b)(2) of this clause, the Wage and Hour Division shall make a final determination of conformed classification, wage rate, and/or fringe benefits which shall be retroactive to the date such class or classes of employees commenced contract work. (3) Adjustment of Compensation. If the term of this contract is more than 1 year, the minimum monetary wages and fringe benefits required to be paid or furnished thereunder to service employees under the contract shall be subject to adjustment after 1 year and not less often than once every 2 years, under wage determinations issued by the Wage and Hour Division. (d)Obligation to Furnish Fringe Benefits. The Contractor or subcontractor may discharge the obligation to furnish fringe benefits specified in the attachment or determined under subparagraph (c)(2) of this clause by furnishing equivalent combinations of bona fide fringe benefits, or by making equivalent or differential cash payments, only in accordance with Subpart D of 29 CFR Part 4. (e)Minimum Wage. In the absence of a minimum wage attachment for this contract, neither the Contractor nor any subcontractor under this contract shall pay any person performing work under this contract (regardless of whether the person is a service employee) less than the minimum wage specified by section 6(a)(1) of the Fair Labor Standards Act of 1938. Nothing in this clause shall relieve the Contractor or any subcontractor of any other obligation under law or contract for payment of a higher wage to any employee. (f)Successor Contracts. If this contract succeeds a contract subject to the Service Contract Labor Standards statute under which substantially the same services were furnished in the same locality and service employees were paid wages and fringe benefits provided for in a collective bargaining agreement, in the absence of the minimum wage attachment for this contract setting forth such collectively bargained wage rates and fringe benefits, neither the Contractor nor any subcontractor under this contract shall pay any service employee performing any of the contract work (regardless of whether or not such employee was employed under the predecessor contract), less than the wages and fringe benefits provided for in such collective bargaining agreement, to which such employee would have been entitled if employed under the predecessor contract, including accrued wages and fringe Contract Clauses for Solicitation FCIS-JB-980001-B Refresh Number 40 Contract Number: GS-35F-0119Y Page: 68 of 176 197 benefits and any prospective increases in wages and fringe benefits provided for under such agreement. No Contractor or subcontractor under this contract may be relieved of the foregoing obligation unless the limitations of 29 CFR 4.1b(b) apply or unless the Secretary of Labor or the Secretary’s authorized representative finds, after a hearing as provided in 29 CFR 4.10 that the wages and/or fringe benefits provided for in such agreement are substantially at variance with those which prevail for services of a character similar in the locality, or determines, as provided in 29 CFR 4.11, that the collective bargaining agreement applicable to service employees employed under the predecessor contract was not entered into as a result of arm’s length negotiations. Where it is found in accordance with the review procedures provided in 29 CFR 4.10 and/or 4.11 and Parts 6 and 8 that some or all of the wages and/or fringe benefits contained in a predecessor Contractor’s collective bargaining agreement are substantially at variance with those which prevail for services of a character similar in the locality, and/or that the collective bargaining agreement applicable to service employees employed under the predecessor contract was not entered into as a result of arm’s length negotiations, the Department will issue a new or revised wage determination setting forth the applicable wage rates and fringe benefits. Such determination shall be made part of the contract or subcontract, in accordance with the decision of the Administrator, the Administrative Law Judge, or the Administrative Review Board, as the case may be, irrespective of whether such issuance occurs prior to or after the award of a contract or subcontract (53 Comp. Gen. 401 (1973)). In the case of a wage determination issued solely as a result of a finding of substantial variance, such determination shall be effective as of the date of the final administrative decision. (g)Notification to employees. The Contractor and any subcontractor under this contract shall notify each service employee commencing work on this contract of the minimum monetary wage and any fringe benefits required to be paid pursuant to this contract, or shall post the wage determination attached to this contract. The poster provided by the Department of Labor (Publication WH 1313) shall be posted in a prominent and accessible place at the worksite. Failure to comply with this requirement is a violation of 41 U.S.C.6703 and of this contract. (h)Safe and Sanitary Working Conditions. The Contractor or subcontractor shall not permit any part of the services called for by this contract to be performed in buildings or surroundings or under working conditions provided by or under the control or supervision of the Contractor or subcontractor which are unsanitary or hazardous or dangerous to the health or safety of the service employee. The Contractor or subcontractor shall comply with the safety and health standards applied under 29 CFR Part 1925. (i)Records. (1) The Contractor and each subcontractor performing work subject to the Service Contract Labor Standards statute shall make and maintain for 3 years from the completion of the work, and make them available for inspection and transcription by authorized representatives of the Wage and Hour Division, Employment Standards Administration, a record of the following: (i) For each employee subject to the Service Contract Labor Standards statute — (A) Name and address and social security number; (B) Correct work classification or classifications, rate or rates of monetary wages paid and fringe benefits provided, rate or rates of payments in lieu of fringe benefits, and total daily and weekly compensation; (C) Daily and weekly hours worked by each employee; and (D) Any deductions, rebates, or refunds from the total daily or weekly compensation of each employee. (ii) For those classes of service employees not included in any wage determination attached to this contract, wage rates or fringe benefits determined by the interested parties or by the Administrator or authorized representative under the terms of paragraph (c) of this clause. A copy of the report required by subdivision (c)(2)(ii) of this clause will fulfill this requirement. (iii) Any list of the predecessor Contractor's employees which had been furnished to the Contract Clauses for Solicitation FCIS-JB-980001-B Refresh Number 40 Contract Number: GS-35F-0119Y Page: 69 of 176 198 Contractor as prescribed by paragraph (n) of this clause. (2) The Contractor shall also make available a copy of this contract for inspection or transcription by authorized representatives of the Wage and Hour Division. (3) Failure to make and maintain or to make available these records for inspection and transcription shall be a violation of the regulations and this contract, and in the case of failure to produce these records, the Contracting Officer, upon direction of the Department of Labor and notification to the Contractor, shall take action to cause suspension of any further payment or advance of funds until the violation ceases. (4) The Contractor will permit authorized representatives of the Wage and Hour Division to conduct interviews with employees at the worksite during normal working hours. (j)Pay Periods. The Contractor shall unconditionally pay to each employee subject to the Service Contract Labor Standards statute all wages due free and clear and without subsequent deduction (except as otherwise provided by law or regulations, 29 CFR Part 4), rebate, or kickback on any account. These payments shall be made no later than one pay period following the end of the regular pay period in which the wages were earned or accrued. A pay period under this statute may not be of any duration longer than semi-monthly. (k)Withholding of Payments and Termination of Contract.The Contracting Officer shall withhold or cause to be withheld from the Government Prime Contractor under this or any other Government contract with the Prime Contractor such sums as an appropriate official of the Department of Labor requests or such sums as the Contracting Officer decides may be necessary to pay underpaid employees employed by the Contractor or subcontractor. In the event of failure to pay any employees subject to the Service Contract Labor Standards statute all or part of the wages or fringe benefits due under the Service Contract Labor Standards statute, the Contracting Officer may, after authorization or by direction of the Department of Labor and written notification to the Contractor, take action to cause suspension of any further payment or advance of funds until such violations have ceased. Additionally, any failure to comply with the requirements of this clause may be grounds for termination of the right to proceed with the contract work. In such event, the Government may enter into other contracts or arrangements for completion of the work, charging the Contractor in default with any additional cost. (l)Subcontracts. The Contractor agrees to insert this clause in all subcontracts subject to the Service Contract Labor Standards statute. (m)Collective Bargaining Agreements Applicable to Service Employees. If wages to be paid or fringe benefits to be furnished any service employees employed by the Government prime Contractor or any subcontractor under the contract are provided for in a collective bargaining agreement which is or will be effective during any period in which the contract is being performed, the Government prime Contractor shall report such fact to the Contracting Officer, together with full information as to the application and accrual of such wages and fringe benefits, including any prospective increases, to service employees engaged in work on the contract, and a copy of the collective bargaining agreement. Such report shall be made upon commencing performance of the contract, in the case of collective bargaining agreements effective at such time, and in the case of such agreements or provisions or amendments thereof effective at a later time during the period of contract performance such agreements shall be reported promptly after negotiation thereof. (n)Seniority List. Not less than 10 days prior to completion of any contract being performed at a Federal facility where service employees may be retained in the performance of the succeeding contract and subject to a wage determination which contains vacation or other benefit provisions based upon length of service with a Contractor (predecessor) or successor (29 CFR 4.173), the incumbent prime Contractor shall furnish to the Contracting Officer a certified list of the names of all service employees on the Contractor's or subcontractor's payroll during the last month of contract performance. Such list shall also contain anniversary dates of employment on the contract either with the current or predecessor Contractors of each such service employee. The Contracting Officer shall turn over such list to the successor Contractor at the commencement of the succeeding contract. Contract Clauses for Solicitation FCIS-JB-980001-B Refresh Number 40 Contract Number: GS-35F-0119Y Page: 70 of 176 199 (o)Ruling and Interpretations. Rulings and interpretations of the Service Contract Labor Standards statute are contained in Regulations, 29 CFR Part 4. (p)Contractor's Certification. (1) By entering into this contract, the Contractor (and officials thereof) certifies that neither it nor any person or firm who has a substantial interest in the Contractor’s firm is a person or firm ineligible to be awarded Government contracts by virtue of the sanctions imposed under 41 U.S.C.6706. (2) No part of this contract shall be subcontracted to any person or firm ineligible for award of a Government contract under 41 U.S.C.6706. (3) The penalty for making false statements is prescribed in the U.S. Criminal Code, 18 U.S.C. 1001. (q)Variations, Tolerances, and Exemptions Involving Employment. Notwithstanding any of the provisions in paragraphs (b) through (o) of this clause, the following employees may be employed in accordance with the following variations, tolerances, and exemptions, which the Secretary of Labor, pursuant to 41 U.S.C.6707 prior to its amendment by Pub. L. 92-473, found to be necessary and proper in the public interest or to avoid serious impairment of the conduct of Government business: (1) Apprentices, student-learners, and workers whose earning capacity is impaired by age, physical or mental deficiency, or injury may be employed at wages lower than the minimum wages otherwise required by 41 U.S.C.6703(1) without diminishing any fringe benefits or cash payments in lieu thereof required under 41 U.S.C.6703(2), in accordance with the conditions and procedures prescribed for the employment of apprentices, student-learners, persons with disabilities, and disabled clients of work centers under section 14 of the Fair Labor Standards Act of 1938, in the regulations issued by the Administrator (29 CFR parts 520, 521, 524, and 525). (2) The Administrator will issue certificates under the statute for the employment of apprentices, student-learners, persons with disabilities, or disabled clients of work centers not subject to the Fair Labor Standards Act of 1938, or subject to different minimum rates of pay under the two statutes, authorizing appropriate rates of minimum wages (but without changing requirements concerning fringe benefits or supplementary cash payments in lieu thereof), applying procedures prescribed by the applicable regulations issued under the Fair Labor Standards Act of 1938 (29 CFR parts 520, 521, 524, and 525). (3) The Administrator will also withdraw, annul, or cancel such certificates in accordance with the regulations in 29 CFR Parts 525 and 528. (r)Apprentices. Apprentices will be permitted to work at less than the predetermined rate for the work they perform when they are employed and individually registered in a bona fide apprenticeship program registered with a State Apprenticeship Agency which is recognized by the U.S. Department of Labor, or if no such recognized agency exists in a State, under a program registered with the Office of Apprenticeship Training, Employer, and Labor Services (OATELS), U.S. Department of Labor. Any employee who is not registered as an apprentice in an approved program shall be paid the wage rate and fringe benefits contained in the applicable wage determination for the journeyman classification of work actually performed. The wage rates paid apprentices shall not be less than the wage rate for their level of progress set forth in the registered program, expressed as the appropriate percentage of the journeyman's rate contained in the applicable wage determination. The allowable ratio of apprentices to journeymen employed on the contract work in any craft classification shall not be greater than the ratio permitted to the Contractor as to his entire work force under the registered program. (s)Tips. An employee engaged in an occupation in which the employee customarily and regularly receives more than $30 a month in tips may have the amount of these tips credited by the employer against the minimum wage required by 41 U.S.C.6703(1), in accordance with section 3(m) of the Fair Labor Standards Act and Regulations, 29 CFR Part 531. However, the amount of credit shall not exceed $1.34 per hour beginning January 1, 1981. To use this provision — Contract Clauses for Solicitation FCIS-JB-980001-B Refresh Number 40 Contract Number: GS-35F-0119Y Page: 71 of 176 200 (1) The employer must inform tipped employees about this tip credit allowance before the credit is utilized; (2) The employees must be allowed to retain all tips (individually or through a pooling arrangement and regardless of whether the employer elects to take a credit for tips received); (3) The employer must be able to show by records that the employee receives at least the applicable Service Contract Labor Standards minimum wage through the combination of direct wages and tip credit; (4) The use of such tip credit must have been permitted under any predecessor collective bargaining agreement applicable by virtue of 41 U.S.C.6707(c). (t)Disputes Concerning Labor Standards. The U.S. Department of Labor has set forth in 29 CFR Parts 4, 6, and 8 procedures for resolving disputes concerning labor standards requirements. Such disputes shall be resolved in accordance with those procedures and not the Disputes clause of this contract. Disputes within the meaning of this clause include disputes between the Contractor (or any of its subcontractors) and the contracting agency, the U.S. Department of Labor, or the employees or their representatives. 52.222-42 STATEMENT OF EQUIVALENT RATES FOR FEDERAL HIRES (MAY 2014) In compliance with the Service Contract Labor Standards statute and the regulations of the Secretary of Labor (29 CFR part 4), this clause identifies the classes of service employees expected to be employed under the contract and states the wages and fringe benefits payable to each if they were employed by the contracting agency subject to the provisions of 5 U.S.C.5341 or 5332. This Statement is for Information Only: It Is Not a Wage Determination Employee Class Monetary Wage – Fringe Benefits .. .. .. 52.222-43 FAIR LABOR STANDARDS ACT AND SERVICE CONTRACT LABOR STANDARDS—PRICE ADJUSTMENT (MULTIPLE YEAR AND OPTION CONTRACTS) (MAY 2014) (a) This clause applies to both contracts subject to area prevailing wage determinations and contracts subject to collective bargaining agreements. (b) The Contractor warrants that the prices in this contract do not include any allowance for any contingency to cover increased costs for which adjustment is provided under this clause. (c) The wage determination, issued under the Service Contract Labor Standards statute, (41 U.S.C. chapter 67), by the Administrator, Wage and Hour Division, Employment Standards Administration, U.S. Department of Labor, current on the anniversary date of a multiple year contract or the beginning of each renewal option period, shall apply to this contract. If no such determination has been made applicable to this contract, then the Federal minimum wage as established by section 6(a)(1) of the Fair Contract Clauses for Solicitation FCIS-JB-980001-B Refresh Number 40 Contract Number: GS-35F-0119Y Page: 72 of 176 201 Labor Standards Act of 1938, as amended, (29 U.S.C.206) current on the anniversary date of a multiple year contract or the beginning of each renewal option period, shall apply to this contract. (d) The contract price, contract unit price labor rates, or fixed hourly labor rates will be adjusted to reflect the Contractor’s actual increase or decrease in applicable wages and fringe benefits to the extent that the increase is made to comply with or the decrease is voluntarily made by the Contractor as a result of: (1) The Department of Labor wage determination applicable on the anniversary date of the multiple year contract, or at the beginning of the renewal option period. For example, the prior year wage determination required a minimum wage rate of $4.00 per hour. The Contractor chose to pay $4.10. The new wage determination increases the minimum rate to $4.50 per hour. Even if the Contractor voluntarily increases the rate to $4.75 per hour, the allowable price adjustment is $.40 per hour; (2) An increase or decrease wage determination otherwise applied to the contract by operation of law; or (3) An amendment to the Fair Labor Standards Act of 1938 that is enacted after award of this contract, affects the minimum wage, and becomes applicable to this contract under law. (e) Any adjustment will be limited to increases or decreases in wages and fringe benefits as described in paragraph (d) of this clause, and the accompanying increases or decreases in social security and unemployment taxes and workers’ compensation insurance, but shall not otherwise include any amount for general and administrative costs, overhead, or profit. (f) The Contractor shall notify the Contracting Officer of any increase claimed under this clause within 30 days after receiving a new wage determination unless this notification period is extended in writing by the Contracting Officer. The Contractor shall promptly notify the Contracting Officer of any decrease under this clause, but nothing in the clause shall preclude the Government from asserting a claim within the period permitted by law. The notice shall contain a statement of the amount claimed and the change in fixed hourly rates (if this is a time-and-materials or labor-hour contract), and any relevant supporting data, including payroll records, that the Contracting Officer may reasonably require. Upon agreement of the parties, the contract price, contract unit price labor rates, or fixed hourly rates shall be modified in writing. The Contractor shall continue performance pending agreement on or determination of any such adjustment in its effective date. (g) The Contracting Officer or an authorized representative shall have access to and the right to examine any directly pertinent books, documents, papers and records of the Contractor until the expiration of 3 years after final payment under the contract. 52.222-50 COMBATING TRAFFICKING IN PERSONS (MAR 2015) (a)Definitions. As used in this clause — Agent means any individual, including a director, an officer, an employee, or an independent contractor, authorized to act on behalf of the organization. Coercion means — (1) Threats of serious harm to or physical restraint against any person; (2) Any scheme, plan, or pattern intended to cause a person to believe that failure to perform an act would result in serious harm to or physical restraint against any person; or (3) The abuse or threatened abuse of the legal process. Contract Clauses for Solicitation FCIS-JB-980001-B Refresh Number 40 Contract Number: GS-35F-0119Y Page: 73 of 176 202 Commercially available off-the-shelf (COTS) item means — (1) Any item of supply (including construction material) that is — (i) A commercial item (as defined in paragraph (1) of the definition at FAR 2.101); (ii) Sold in substantial quantities in the commercial marketplace; and (iii) Offered to the Government, under a contract or subcontract at any tier, without modification, in the same form in which it is sold in the commercial marketplace; and (2) Does not include bulk cargo, as defined in 46 U.S.C. 40102(4), such as agricultural products and petroleum products. Commercial sex act means any sex act on account of which anything of value is given to or received by any person. Debt bondage means the status or condition of a debtor arising from a pledge by the debtor of his or her personal services or of those of a person under his or her control as a security for debt, if the value of those services as reasonably assessed is not applied toward the liquidation of the debt or the length and nature of those services are not respectively limited and defined. Employee means an employee of the Contractor directly engaged in the performance of work under the contract who has other than a minimal impact or involvement in contract performance. Forced Labor means knowingly providing or obtaining the labor or services of a person — (1) By threats of serious harm to, or physical restraint against, that person or another person; (2) By means of any scheme, plan, or pattern intended to cause the person to believe that, if the person did not perform such labor or services, that person or another person would suffer serious harm or physical restraint; or (3) By means of the abuse or threatened abuse of law or the legal process. Involuntary servitude includes a condition of servitude induced by means of — (1) Any scheme, plan, or pattern intended to cause a person to believe that, if the person did not enter into or continue in such conditions, that person or another person would suffer serious harm or physical restraint; or (2) The abuse or threatened abuse of the legal process. Severe forms of trafficking in persons means — (1) Sex trafficking in which a commercial sex act is induced by force, fraud, or coercion, or in which the person induced to perform such act has not attained 18 years of age; or (2) The recruitment, harboring, transportation, provision, or obtaining of a person for labor or services, through the use of force, fraud, or coercion for the purpose of subjection to involuntary servitude, peonage, debt bondage, or slavery. Sex trafficking means the recruitment, harboring, transportation, provision, or obtaining of a person for the purpose of a commercial sex act. Subcontract means any contract entered into by a subcontractor to furnish supplies or services for performance of a prime contract or a subcontract. Contract Clauses for Solicitation FCIS-JB-980001-B Refresh Number 40 Contract Number: GS-35F-0119Y Page: 74 of 176 203 Subcontractor means any supplier, distributor, vendor, or firm that furnishes supplies or services to or for a prime contractor or another subcontractor. United States means the 50 States, the District of Columbia, and outlying areas. (b)Policy. The United States Government has adopted a policy prohibiting trafficking in persons including the trafficking-related activities of this clause. Contractors, contractor employees, and their agents shall not — (1) Engage in severe forms of trafficking in persons during the period of performance of the contract; (2) Procure commercial sex acts during the period of performance of the contract; (3) Use forced labor in the performance of the contract; (4) Destroy, conceal, confiscate, or otherwise deny access by an employee to the employee’s identity or immigration documents, such as passports or drivers’ licenses, regardless of issuing authority; (5) (i) Use misleading or fraudulent practices during the recruitment of employees or offering of employment, such as failing to disclose, in a format and language accessible to the worker, basic information or making material misrepresentations during the recruitment of employees regarding the key terms and conditions of employment, including wages and fringe benefits, the location of work, the living conditions, housing and associated costs (if employer or agent provided or arranged), any significant cost to be charged to the employee, and, if applicable, the hazardous nature of the work; (ii) Use recruiters that do not comply with local labor laws of the country in which the recruiting takes place; (6) Charge employees recruitment fees; (7) (i) Fail to provide return transportation or pay for the cost of return transportation upon the end of employment — (A) For an employee who is not a national of the country in which the work is taking place and who was brought into that country for the purpose of working on a U.S. Government contract or subcontract (for portions of contracts performed outside the United States); or (B) For an employee who is not a United States national and who was brought into the United States for the purpose of working on a U.S. Government contract or subcontract, if the payment of such costs is required under existing temporary worker programs or pursuant to a written agreement with the employee (for portions of contracts performed inside the United States); except that — (ii) The requirements of paragraphs (b)(7)(i) of this clause shall not apply to an employee who is — (A) Legally permitted to remain in the country of employment and who chooses to do so; or (B) Exempted by an authorized official of the contracting agency from the requirement to provide return transportation or pay for the cost of return transportation; Contract Clauses for Solicitation FCIS-JB-980001-B Refresh Number 40 Contract Number: GS-35F-0119Y Page: 75 of 176 204 (iii) The requirements of paragraph (b)(7)(i) of this clause are modified for a victim of trafficking in persons who is seeking victim services or legal redress in the country of employment, or for a witness in an enforcement action related to trafficking in persons. The contractor shall provide the return transportation or pay the cost of return transportation in a way that does not obstruct the victim services, legal redress, or witness activity. For example, the contractor shall not only offer return transportation to a witness at a time when the witness is still needed to testify. This paragraph does not apply when the exemptions at paragraph (b)(7)(ii) of this clause apply. (8) Provide or arrange housing that fails to meet the host country housing and safety standards; or (9) If required by law or contract, fail to provide an employment contract, recruitment agreement, or other required work document in writing. Such written work document shall be in a language the employee understands. If the employee must relocate to perform the work, the work document shall be provided to the employee at least five days prior to the employee relocating. The employee’s work document shall include, but is not limited to, details about work description, wages, prohibition on charging recruitment fees, work location(s), living accommodations and associated costs, time off, roundtrip transportation arrangements, grievance process, and the content of applicable laws and regulations that prohibit trafficking in persons. (c)Contractor requirements. The Contractor shall — (1) Notify its employees and agents of — (i) The United States Government’s policy prohibiting trafficking in persons, described in paragraph (b) of this clause; and (ii) The actions that will be taken against employees or agents for violations of this policy. Such actions for employees may include, but are not limited to, removal from the contract, reduction in benefits, or termination of employment; and (2) Take appropriate action, up to and including termination, against employees, agents, or subcontractors that violate the policy in paragraph (b) of this clause. (d)Notification. (1) The Contractor shall inform the Contracting Officer and the agency Inspector General immediately of — (i) Any credible information it receives from any source (including host country law enforcement) that alleges a Contractor employee, subcontractor, subcontractor employee, or their agent has engaged in conduct that violates the policy in paragraph (b) of this clause (see also 18 U.S.C. 1351, Fraud in Foreign Labor Contracting, and 52.203–13(b)(3)(i)(A), if that clause is included in the solicitation or contract, which requires disclosure to the agency Office of the Inspector General when the Contractor has credible evidence of fraud); and (ii) Any actions taken against a Contractor employee, subcontractor, subcontractor employee, or their agent pursuant to this clause. (2) If the allegation may be associated with more than one contract, the Contractor shall inform the contracting officer for the contract with the highest dollar value. (e)Remedies. In addition to other remedies available to the Government, the Contractor’s failure to comply with the requirements of paragraphs (c), (d), (g), (h), or (i) of this clause may result in — (1) Requiring the Contractor to remove a Contractor employee or employees from the performance of the contract; Contract Clauses for Solicitation FCIS-JB-980001-B Refresh Number 40 Contract Number: GS-35F-0119Y Page: 76 of 176 205 (2) Requiring the Contractor to terminate a subcontract; (3) Suspension of contract payments until the Contractor has taken appropriate remedial action; (4) Loss of award fee, consistent with the award fee plan, for the performance period in which the Government determined Contractor non-compliance; (5) Declining to exercise available options under the contract; (6) Termination of the contract for default or cause, in accordance with the termination clause of this contract; or (7) Suspension or debarment. (f)Mitigating and aggravating factors. When determining remedies, the Contracting Officer may consider the following: (1)Mitigating factors. The Contractor had a Trafficking in Persons compliance plan or an awareness program at the time of the violation, was in compliance with the plan, and has taken appropriate remedial actions for the violation, that may include reparation to victims for such violations. (2)Aggravating factors. The Contractor failed to abate an alleged violation or enforce the requirements of a compliance plan, when directed by the Contracting Officer to do so. (g)Full cooperation. (1) The Contractor shall, at a minimum — (i) Disclose to the agency Inspector General information sufficient to identify the nature and extent of an offense and the individuals responsible for the conduct; (ii) Provide timely and complete responses to Government auditors’ and investigators’ requests for documents; (iii) Cooperate fully in providing reasonable access to its facilities and staff (both inside and outside the U.S.) to allow contracting agencies and other responsible Federal agencies to conduct audits, investigations, or other actions to ascertain compliance with the Trafficking Victims Protection Act of 2000 (22 U.S.C. chapter 78), E.O. 13627, or any other applicable law or regulation establishing restrictions on trafficking in persons, the procurement of commercial sex acts, or the use of forced labor; and (iv) Protect all employees suspected of being victims of or witnesses to prohibited activities, prior to returning to the country from which the employee was recruited, and shall not prevent or hinder the ability of these employees from cooperating fully with Government authorities. (2) The requirement for full cooperation does not foreclose any Contractor rights arising in law, the FAR, or the terms of the contract. It does not — (i) Require the Contractor to waive its attorney-client privilege or the protections afforded by the attorney work product doctrine; (ii) Require any officer, director, owner, employee, or agent of the Contractor, including a sole proprietor, to waive his or her attorney client privilege or Fifth Amendment rights; or (iii) Restrict the Contractor from — Contract Clauses for Solicitation FCIS-JB-980001-B Refresh Number 40 Contract Number: GS-35F-0119Y Page: 77 of 176 206 (A) Conducting an internal investigation; or (B) Defending a proceeding or dispute arising under the contract or related to a potential or disclosed violation. (h)Compliance plan. (1) This paragraph (h) applies to any portion of the contract that — (i) Is for supplies, other than commercially available off-the-shelf items, acquired outside the United States, or services to be performed outside the United States; and (ii) Has an estimated value that exceeds $500,000. (2) The Contractor shall maintain a compliance plan during the performance of the contract that is appropriate — (i) To the size and complexity of the contract; and (ii) To the nature and scope of the activities to be performed for the Government, including the number of non-United States citizens expected to be employed and the risk that the contract or subcontract will involve services or supplies susceptible to trafficking in persons. (3)Minimum requirements. The compliance plan must include, at a minimum, the following: (i) An awareness program to inform contractor employees about the Government’s policy prohibiting trafficking-related activities described in paragraph (b) of this clause, the activities prohibited, and the actions that will be taken against the employee for violations. Additional information about Trafficking in Persons and examples of awareness programs can be found at the Web site for the Department of State’s Office to Monitor and Combat Trafficking in Persons at http://www.state.gov/j/tip/. (ii) A process for employees to report, without fear of retaliation, activity inconsistent with the policy prohibiting trafficking in persons, including a means to make available to all employees the hotline phone number of the Global Human Trafficking Hotline at 1–844–888–FREE and its email address at help@befree.org. (iii) A recruitment and wage plan that only permits the use of recruitment companies with trained employees, prohibits charging recruitment fees to the employee, and ensures that wages meet applicable hostcountry legal requirements or explains any variance. (iv) A housing plan, if the Contractor or subcontractor intends to provide or arrange housing, that ensures that the housing meets host-country housing and safety standards. (v) Procedures to prevent agents and subcontractors at any tier and at any dollar value from engaging in trafficking in persons (including activities in paragraph (b) of this clause) and to monitor, detect, and terminate any agents, subcontracts, or subcontractor employees that have engaged in such activities. (4)Posting. (i) The Contractor shall post the relevant contents of the compliance plan, no later than the initiation of contract performance, at the workplace (unless the work is to be performed in the field or not in a fixed location) and on the Contractor’s Web site (if one Contract Clauses for Solicitation FCIS-JB-980001-B Refresh Number 40 Contract Number: GS-35F-0119Y Page: 78 of 176 207 is maintained). If posting at the workplace or on the Web site is impracticable, the Contractor shall provide the relevant contents of the compliance plan to each worker in writing. (ii) The Contractor shall provide the compliance plan to the Contracting Officer upon request. (5)Certification. Annually after receiving an award, the Contractor shall submit a certification to the Contracting Officer that — (i) It has implemented a compliance plan to prevent any prohibited activities identified at paragraph (b) of this clause and to monitor, detect, and terminate any agent, subcontract or subcontractor employee engaging in prohibited activities; and (ii) After having conducted due diligence, either — (A) To the best of the Contractor’s knowledge and belief, neither it nor any of its agents, subcontractors, or their agents is engaged in any such activities; or (B) If abuses relating to any of the prohibited activities identified in paragraph (b) of this clause have been found, the Contractor or subcontractor has taken the appropriate remedial and referral actions. (i)Subcontracts. (1) The Contractor shall include the substance of this clause, including this paragraph (i), in all subcontracts and in all contracts with agents. The requirements in paragraph (h) of this clause apply only to any portion of the subcontract that — (A) Is for supplies, other than commercially available off-the-shelf items, acquired outside the United States, or services to be performed outside the United States; and (B) Has an estimated value that exceeds $500,000. (2) If any subcontractor is required by this clause to submit a certification, the Contractor shall require submission prior to the award of the subcontract and annually thereafter. The certification shall cover the items in paragraph (h)(5) of this clause. 52.222-51 EXEMPTION FROM APPLICATION OF THE SERVICE CONTRACT LABOR STANDARDS TO CONTRACTS FOR MAINTENANCE, CALIBRATION, OR REPAIR OF CERTAIN EQUIPMENT--REQUIREMENTS (MAY 2014) (a) The items of equipment to be serviced under this contract are used regularly for other than Government purposes, and are sold or traded by the Contractor in substantial quantities to the general public in the course of normal business operations. (b) The services shall be furnished at prices which are, or are based on, established catalog or market prices for the maintenance, calibration, or repair of equipment. (1) An "established catalog price" is a price included in a catalog, price list, schedule, or other form that is regularly maintained by the manufacturer or the Contractor, is either published or otherwise available for inspection by customers, and states prices at which sales currently, or were last, made to a significant number of buyers constituting the general public. (2) An "established market price" is a current price, established in the usual course of trade Contract Clauses for Solicitation FCIS-JB-980001-B Refresh Number 40 Contract Number: GS-35F-0119Y Page: 79 of 176 208 between buyers and sellers free to bargain, which can be substantiated from sources independent of the manufacturer or Contractor. (c) The compensation (wage and fringe benefits) plan for all service employees performing work under the contract shall be the same as that used for these employees and for equivalent employees servicing the same equipment of commercial customers. (d) The Contractor is responsible for compliance with all the conditions of this exemption by its subcontractors. The Contractor shall determine the applicability of this exemption to any subcontract on or before subcontract award. In making a judgment that the exemption applies, the Contractor shall consider all factors and make an affirmative determination that all of the conditions in paragraphs (a) through (c) of this clause will be met. (e) If the Department of Labor determines that any conditions for exemption in paragraphs (a) through (c) of this clause have not been met, the exemption shall be deemed inapplicable, and the contract shall become subject to the Service Contract Labor Standards statute. In such case, the procedures at 29 CFR 4.123(e)(1)(iv) and 29 CFR 4.5(c) will be followed (f) The Contractor shall include the substance of this clause, including this paragraph (f), in subcontracts for exempt services under this contract. 52.222-53 EXEMPTION FROM APPLICATION OF THE SERVICE CONTRACT LABOR STANDARDS TO CONTRACTS FOR CERTAIN SERVICES--REQUIREMENTS (MAY 2014) (a) The services under this contract are offered and sold regularly to non-Governmental customers, and are provided by the Contractor to the general public in substantial quantities in the course of normal business operations. (b) The contract services are furnished at prices that are, or are based on, established catalog or market prices. An "established catalog price" is a price included in a catalog, price list, schedule, or other form that is regularly maintained by the manufacturer or the Contractor, is either published or otherwise available for inspection by customers, and states prices at which sales currently, or were last, made to a significant number of buyers constituting the general public. An "established market price" is a current price, established in the usual course of ordinary and usual trade between buyers and sellers free to bargain, which can be substantiated from sources independent of the manufacturer or Contractor. (c) Each service employee who will perform the services under the contract will spend only a small portion of his or her time (a monthly average of less than 20 percent of the available hours on an annualized basis, or less than 20 percent of available hours during the contract period if the contract period is less than a month) servicing the Government contract. (d) The Contractor uses the same compensation (wage and fringe benefits) plan for all service employees performing work under the contract as the Contractor uses for these employees and for equivalent employees servicing commercial customers. (e) (1) Except for services identified in FAR 22.1003-4(d)(1)(iv), the subcontractor for exempt services shall be selected for award based on other factors in addition to price or cost with the combination of other factors at least as important as price or cost; or (2) A subcontract for exempt services shall be awarded on a sole source basis. (f) The Contractor is responsible for compliance with all the conditions of this exemption by its subcontractors. The Contractor shall determine in advance, based on the nature of the subcontract requirements and knowledge of the practices of likely subcontractors, that all or nearly all likely subcontractors will meet the conditions in paragraphs (a) through (d) of this clause. If the services are currently being performed under a subcontract, the Contractor shall consider the practices of the Contract Clauses for Solicitation FCIS-JB-980001-B Refresh Number 40 Contract Number: GS-35F-0119Y Page: 80 of 176 209 existing subcontractor in making a determination regarding the conditions in paragraphs (a) through (d) of this clause. If the Contractor has reason to doubt the validity of the certification, the requirements of the Service Contract Labor Standards statute shall be included in the subcontract. (g) If the Department of Labor determines that any conditions for exemption at paragraphs (a) through (e) of this clause have not been met, the exemption shall be deemed inapplicable, and the contract shall become subject to the Service Contract Labor Standards statute. In such case, the procedures in at 29 CFR 4.123(e)(2)(iii) and 29 CFR 4.5(c) will be followed. (h) The Contractor shall include the substance of this clause, including this paragraph (h), in subcontracts for exempt services under this contract. 52.222-54 EMPLOYMENT ELIGIBILITY VERIFICATION (OCT 2015) (a)Definitions.As used in this clause – Commercially available off-the-shelf (COTS) item – (1) Means any item of supply that is – (i) A commercial item (as defined in paragraph (1) of the definition at 2.101); (ii) Sold in substantial quantities in the commercial marketplace; and (iii) Offered to the Government, without modification, in the same form in which it is sold in the commercial marketplace; and (2) Does not include bulk cargo, as defined in 46 U.S.C. 40102(4), such as agricultural products and petroleum products. Per 46 CFR 525.1(c)(2), “bulk cargo” means cargo that is loaded and carried in bulk onboard ship without mark or count, in a loose unpackaged form, having homogenous characteristics. Bulk cargo loaded into intermodal equipment, except LASH or Seabee barges, is subject to mark and count and, therefore, ceases to be bulk cargo. Employee assigned to the contract means an employee who was hired after November 6, 1986 (after November 27, 2009, in the Commonwealth of the Northern Mariana Islands), who is directly performing work, in the United States, under a contract that is required to include the clause prescribed at 22.1803. An employee is not considered to be directly performing work under a contract if the employee – (1) Normally performs support work, such as indirect or overhead functions; and (2) Does not perform any substantial duties applicable to the contract. Subcontract means any contract, as defined in 2.101, entered into by a subcontractor to furnish supplies or services for performance of a prime contract or a subcontract. It includes but is not limited to purchase orders, and changes and modifications to purchase orders. Subcontractor means any supplier, distributor, vendor, or firm that furnishes supplies or services to or for a prime Contractor or another subcontractor. United States, as defined in 8 U.S.C. 1101(a)(38), means the 50 States, the District of Columbia, Puerto Rico, Guam, the Commonwealth of the Northern Mariana Islands, and the U.S. Virgin Islands. (b)Enrollment and verification requirements. (1) If the Contractor is not enrolled as a Federal Contractor in E-Verify at time of contract award, Contract Clauses for Solicitation FCIS-JB-980001-B Refresh Number 40 Contract Number: GS-35F-0119Y Page: 81 of 176 210 the Contractor shall – (i)Enroll.Enroll as a Federal Contractor in the E-Verify program within 30 calendar days of contract award; (ii) Verify all new employees. Within 90 calendar days of enrollment in the E-Verify program, begin to use E-Verify to initiate verification of employment eligibility of all new hires of the Contractor, who are working in the United States, whether or not assigned to the contract, within 3 business days after the date of hire (but see paragraph (b)(3) of this section); and (iii) Verify employees assigned to the contract. For each employee assigned to the contract, initiate verification within 90 calendar days after date of enrollment or within 30 calendar days of the employee's assignment to the contract, whichever date is later (but see paragraph (b)(4) of this section). (2) If the Contractor is enrolled as a Federal Contractor in E-Verify at time of contract award, the Contractor shall use E-Verify to initiate verification of employment eligibility of – (i)All new employees. (A) Enrolled 90 calendar days or more. The Contractor shall initiate verification of all new hires of the Contractor, who are working in the United States, whether or not assigned to the contract, within 3 business days after the date of hire (but see paragraph (b)(3) of this section); or (B) Enrolled less than 90 calendar days. Within 90 calendar days after enrollment as a Federal Contractor in E-Verify, the Contractor shall initiate verification of all new hires of the Contractor, who are working in the United States, whether or not assigned to the contract, within 3 business days after the date of hire (but see paragraph (b)(3) of this section); or (ii)Employees assigned to the contract. For each employee assigned to the contract, the Contractor shall initiate verification within 90 calendar days after date of contract award or within 30 days after assignment to the contract, whichever date is later (but see paragraph (b)(4) of this section). (3) If the Contractor is an institution of higher education (as defined at 20 U.S.C. 1001(a)); a State or local government or the government of a Federally recognized Indian tribe; or a surety performing under a takeover agreement entered into with a Federal agency pursuant to a performance bond, the Contractor may choose to verify only employees assigned to the contract, whether existing employees or new hires. The Contractor shall follow the applicable verification requirements at (b)(1) or (b)(2), respectively, except that any requirement for verification of new employees applies only to new employees assigned to the contract. (4)Option to verify employment eligibility of all employees. The Contractor may elect to verify all existing employees hired after November 6, 1986 (after November 27, 2009, in the Commonwealth of the Northern Mariana Islands), rather than just those employees assigned to the contract. The Contractor shall initiate verification for each existing employee working in the United States who was hired after November 6, 1986 (after November 27, 2009, in the Commonwealth of the Northern Mariana Islands), within 180 calendar days of – (i) Enrollment in the E-Verify program; or (ii) Notification to E-Verify Operations of the Contractor's decision to exercise this option, using the contact information provided in the E-Verify program Memorandum of Understanding (MOU). Contract Clauses for Solicitation FCIS-JB-980001-B Refresh Number 40 Contract Number: GS-35F-0119Y Page: 82 of 176 211 (5) The Contractor shall comply, for the period of performance of this contract, with the requirements of the E-Verify program MOU. (i) The Department of Homeland Security (DHS) or the Social Security Administration (SSA) may terminate the Contractor's MOU and deny access to the E-Verify system in accordance with the terms of the MOU. In such case, the Contractor will be referred to a suspension or debarment official. (ii) During the period between termination of the MOU and a decision by the suspension or debarment official whether to suspend or debar, the Contractor is excused from its obligations under paragraph (b) of this clause. If the suspension or debarment official determines not to suspend or debar the Contractor, then the Contractor must reenroll in E-Verify. (c)Web site.Information on registration for and use of the E-Verify program can be obtained via the Internet at the Department of Homeland Security Web site: http://www.dhs.gov/E-Verify. (d)Individuals previously verified. The Contractor is not required by this clause to perform additional employment verification using E-Verify for any employee – (1) Whose employment eligibility was previously verified by the Contractor through the E-Verify program; (2) Who has been granted and holds an active U.S. Government security clearance for access to confidential, secret, or top secret information in accordance with the National Industrial Security Program Operating Manual; or (3) Who has undergone a completed background investigation and been issued credentials pursuant to Homeland Security Presidential Directive (HSPD)-12, Policy for a Common Identification Standard for Federal Employees and Contractors. (e)Subcontracts. The Contractor shall include the requirements of this clause, including this paragraph (e) (appropriately modified for identification of the parties), in each subcontract that – (1) Is for – (i) Commercial or noncommercial services (except for commercial services that are part of the purchase of a COTS item (or an item that would be a COTS item, but for minor modifications), performed by the COTS provider, and are normally provided for that COTS item); or (ii) Construction; (2) Has a value of more than $3,500; and (3) Includes work performed in the United States. 52.222-55 MINIMUM WAGES UNDER EXECUTIVE ORDER 13658 (DEC 2015) (a)Definitions.As used in this clause — “United States” means the 50 states and the District of Columbia. “Worker” — (1) Means any person engaged in performing work on, or in connection with, a contract covered by Executive Order 13658, and — Contract Clauses for Solicitation FCIS-JB-980001-B Refresh Number 40 Contract Number: GS-35F-0119Y Page: 83 of 176 212 (i) Whose wages under such contract are governed by the Fair Labor Standards Act (29 U.S.C. chapter 8), the Service Contract Labor Standards statute (41 U.S.C. chapter 67), or the Wage Rate Requirements (Construction) statute (40 U.S.C. chapter 31, subchapter IV); (ii) Other than individuals employed in a bona fide executive, administrative, or professional capacity, as those terms are defined in 29 CFR part 541; and (iii) Regardless of the contractual relationship alleged to exist between the individual and the employer. (2) Includes workers performing on, or in connection with, the contract whose wages are calculated pursuant to special certificates issued under 29 U.S.C. 214(c). (3) Also includes any person working on, or in connection with, the contract and individually registered in a bona fide apprenticeship or training program registered with the Department of Labor’s Employment and Training Administration, Office of Apprenticeship, or with a State Apprenticeship Agency recognized by the Office of Apprenticeship. (b)Executive Order minimum wage rate. (1) The Contractor shall pay to workers, while performing in the United States, and performing on, or in connection with, this contract, a minimum hourly wage rate of $10.10 per hour beginning January 1, 2015. (2) The Contractor shall adjust the minimum wage paid, if necessary, beginning January 1, 2016, and annually thereafter, to meet the applicable annual E.O. minimum wage. The Administrator of the Department of Labor’s Wage and Hour Division (the Administrator) will publish annual determinations in the Federal Register no later than 90 days before the effective date of the new E.O. minimum wage rate. The Administrator will also publish the applicable E.O. minimum wage on www.wdol.gov (or any successor Web site), and a general notice on all wage determinations issued under the Service Contract Labor Standards statute or the Wage Rate Requirements (Construction) statute, that will provide information on the E.O. minimum wage and how to obtain annual updates. The applicable published E.O. minimum wage is incorporated by reference into this contract. (3) (i) The Contractor may request a price adjustment only after the effective date of the new annual E.O. minimum wage determination. Prices will be adjusted only for increased labor costs (including subcontractor labor costs) as a result of an increase in the annual E.O. minimum wage, and for associated labor costs (including those for subcontractors). Associated labor costs shall include increases or decreases that result from changes in social security and unemployment taxes and workers’ compensation insurance, but will not otherwise include any amount for general and administrative costs, overhead, or profit. (ii) Subcontractors may be entitled to adjustments due to the new minimum wage, pursuant to paragraph (b)(2). Contractors shall consider any subcontractor requests for such price adjustment. (iii) The Contracting Officer will not adjust the contract price under this clause for any costs other than those identified in paragraph (b)(3)(i) of this clause, and will not provide duplicate price adjustments with any price adjustment under clauses implementing the Service Contract Labor Standards statute or the Wage Rate Requirements (Construction) statute. (4) The Contractor warrants that the prices in this contract do not include allowance for any contingency to cover increased costs for which adjustment is provided under this clause. (5) A pay period under this clause may not be longer than semi-monthly, but may be shorter to comply with any applicable law or other requirement under this contract establishing a shorter Contract Clauses for Solicitation FCIS-JB-980001-B Refresh Number 40 Contract Number: GS-35F-0119Y Page: 84 of 176 213 pay period. Workers shall be paid no later than one pay period following the end of the regular pay period in which such wages were earned or accrued. (6) The Contractor shall pay, unconditionally to each worker, all wages due free and clear without subsequent rebate or kickback. The Contractor may make deductions that reduce a worker’s wages below the E.O. minimum wage rate only if done in accordance with 29 CFR 10.23, Deductions. (7) The Contractor shall not discharge any part of its minimum wage obligation under this clause by furnishing fringe benefits or, with respect to workers whose wages are governed by the Service Contract Labor Standards statute, the cash equivalent thereof. (8) Nothing in this clause shall excuse the Contractor from compliance with any applicable Federal or State prevailing wage law or any applicable law or municipal ordinance establishing a minimum wage higher than the E.O. minimum wage. However, wage increases under such other laws or municipal ordinances are not subject to price adjustment under this subpart. (9) The Contractor shall pay the E.O. minimum wage rate whenever it is higher than any applicable collective bargaining agreement(s) wage rate. (10) The Contractor shall follow the policies and procedures in 29 CFR 10.24(b) and 10.28 for treatment of workers engaged in an occupation in which they customarily and regularly receive more than $30 a month in tips. (c) (1) This clause applies to workers as defined in paragraph (a). As provided in that definition – (i) Workers are covered regardless of the contractual relationship alleged to exist between the contractor or subcontractor and the worker; (ii) Workers with disabilities whose wages are calculated pursuant to special certificates issued under 29 U.S.C. 214(c) are covered; and (iii) Workers who are registered in a bona fide apprenticeship program or training program registered with the Department of Labor’s Employment and Training Administration, Office of Apprenticeship, or with a State Apprenticeship Agency recognized by the Office of Apprenticeship, are covered. (2) This clause does not apply to – (i) Fair Labor Standards Act (FLSA)-covered individuals performing in connection with contracts covered by the E.O.,i.e. those individuals who perform duties necessary to the performance of the contract, but who are not directly engaged in performing the specific work called for by the contract, and who spend less than 20 percent of their hours worked in a particular workweek performing in connection with such contracts; (ii) Individuals exempted from the minimum wage requirements of the FLSA under 29 U.S.C. 213(a) and 214(a) and (b), unless otherwise covered by the Service Contract Labor Standards statute, or the Wage Rate Requirements (Construction) statute. These individuals include but are not limited to – (A) Learners, apprentices, or messengers whose wages are calculated pursuant to special certificates issued under 29 U.S.C. 214(a). (B) Students whose wages are calculated pursuant to special certificates issued under 29 U.S.C. 214(b). (C) Those employed in a bona fide executive, administrative, or professional capacity (29 U.S.C. 213(a)(1) and 29 CFR part 541). Contract Clauses for Solicitation FCIS-JB-980001-B Refresh Number 40 Contract Number: GS-35F-0119Y Page: 85 of 176 214 (d)Notice. The Contractor shall notify all workers performing work on, or in connection with, this contract of the applicable E.O. minimum wage rate under this clause. With respect to workers covered by the Service Contract Labor Standards statute or the Wage Rate Requirements (Construction) statute, the Contractor may meet this requirement by posting, in a prominent and accessible place at the worksite, the applicable wage determination under those statutes. With respect to workers whose wages are governed by the FLSA, the Contractor shall post notice, utilizing the poster provided by the Administrator, which can be obtained at www.dol.gov/whd/govcontracts, in a prominent and accessible place at the worksite. Contractors that customarily post notices to workers electronically may post the notice electronically provided the electronic posting is displayed prominently on any Web site that is maintained by the contractor, whether external or internal, and customarily used for notices to workers about terms and conditions of employment. (e)Payroll Records. (1) The Contractor shall make and maintain records, for three years after completion of the work, containing the following information for each worker: (i) Name, address, and social security number; (ii) The worker’s occupation(s) or classification(s); (iii) The rate or rates of wages paid; (iv) The number of daily and weekly hours worked by each worker; (v) Any deductions made; and (vi) Total wages paid. (2) The Contractor shall make records pursuant to paragraph (e)(1) of this clause available for inspection and transcription by authorized representatives of the Administrator. The Contractor shall also make such records available upon request of the Contracting Officer. (3) The Contractor shall make a copy of the contract available, as applicable, for inspection or transcription by authorized representatives of the Administrator. (4) Failure to comply with this paragraph (e) shall be a violation of 29 CFR 10.26 and this contract. Upon direction of the Administrator or upon the Contracting Officer's own action, payment shall be withheld until such time as the noncompliance is corrected. (5) Nothing in this clause limits or otherwise modifies the Contractor’s payroll and recordkeeping obligations, if any, under the Service Contract Labor Standards statute, the Wage Rate Requirements (Construction) statute, the Fair Labor Standards Act, or any other applicable law. (f)Access. The Contractor shall permit authorized representatives of the Administrator to conduct investigations, including interviewing workers at the worksite during normal working hours. (g)Withholding. The Contracting Officer, upon his or her own action or upon written request of the Administrator, will withhold funds or cause funds to be withheld, from the Contractor under this or any other Federal contract with the same Contractor, sufficient to pay workers the full amount of wages required by this clause. (h)Disputes. Department of Labor has set forth in 29 CFR 10.51, Disputes concerning contractor compliance, the procedures for resolving disputes concerning a contractor’s compliance with Department of Labor regulations at 29 CFR part 10. Such disputes shall be resolved in accordance with those procedures and not the Disputes clause of this contract. These disputes include disputes between the Contractor (or any of its subcontractors) and the contracting agency, the Department of Labor, or the workers or their representatives. (i)Antiretaliation. The Contractor shall not discharge or in any other manner discriminate against any worker because such worker has filed any complaint or instituted or caused to be instituted any Contract Clauses for Solicitation FCIS-JB-980001-B Refresh Number 40 Contract Number: GS-35F-0119Y Page: 86 of 176 215 proceeding under or related to compliance with the E.O. or this clause, or has testified or is about to testify in any such proceeding. (j)Subcontractor compliance. The Contractor is responsible for subcontractor compliance with the requirements of this clause and may be held liable for unpaid wages due subcontractor workers. (k)Subcontracts. The Contractor shall include the substance of this clause, including this paragraph (k) in all subcontracts, regardless of dollar value, that are subject to the Service Contract Labor Standards statute or the Wage Rate Requirements (Construction) statute, and are to be performed in whole or in part in the United States. 52.222-99 ESTABLISHING A MINIMUM WAGE FOR CONTRACTORS (JUL 2014) (DEVIATION I – JUL 2014) This clause implements Executive Order 13658, Establishing a Minimum Wage for Contractors, dated February 12, 2014, and OMB Policy Memorandum M-14-09, Implementation of the President's Executive Order Establishing a Minimum Wage for Contractors, dated June 12, 2014. (a) Each service employee, laborer, or mechanic employed in the United States (the 50 states and the District of Columbia) in the performance of this contract by the prime Contractor or any subcontractor, regardless of any contractual relationship which may be alleged to exist between the Contractor and service employee, laborer, or mechanic, shall be paid not less than the applicable minimum wage under Executive Order 13658. The minimum wage required to be paid to each service employee, laborer, or mechanic performing work on this contract between January 1, 2015, and December 31, 2015, shall be $10.10 per hour. (b) The Contractor shall adjust the minimum wage paid under this contract each time the Secretary of Labor's annual determination of the applicable minimum wage under section 2(a)(ii) of Executive Order 13658 results in a higher minimum wage. Adjustments to the Executive Order minimum wage under section 2(a)(ii) of Executive Order 13658 will be effective for all service employees, laborers, or mechanics subject to the Executive Order beginning January 1 of the following year. The Secretary of Labor will publish annual determinations in the Federal Register no later than 90 days before such new wage is to take effect. The Secretary will also publish the applicable minimum wage on www.wdol.gov (or any successor website). The applicable published minimum wage is incorporated by reference into this contract. (c) The Contracting Officer will adjust the contract price or contract unit price under this clause only for the increase in labor costs resulting from the annual inflation increases in the Executive Order 13658 minimum wage beginning on January 1, 2016. The Contracting Officer shall consider documentation as to the specific costs and workers impacted in determining the amount of the adjustment. (d) The Contracting Officer will not adjust the contract price under this clause for any costs other than those identified in paragraph (c) of this clause, and will not provide price adjustments under this clause that result in duplicate price adjustments with the respective clause of this contract implementing the Service Contract Labor Standards statute (formerly known as the Service Contract Act) or the Wage Rate Requirements (Construction) statute (formerly known as the Davis Bacon Act). (e) The Contractor shall include the substance of this clause, including this paragraph (e) in all subcontracts. 52.223-10 WASTE REDUCTION PROGRAM (MAY 2011) (a)Definitions. As used in this clause — Recycling means the series of activities, including collection, separation, and processing, by which Contract Clauses for Solicitation FCIS-JB-980001-B Refresh Number 40 Contract Number: GS-35F-0119Y Page: 87 of 176 216 products or other materials are recovered from the solid waste stream for use in the form of raw materials in the manufacture of products other than fuel for producing heat or power by combustion. Waste prevention means any change in the design, manufacturing, purchase, or use of materials or products (including packaging) to reduce their amount or toxicity before they are discarded. Waste prevention also refers to the reuse of products or materials. Waste reduction means preventing or decreasing the amount of waste being generated through waste prevention, recycling, or purchasing recycled and environmentally preferable products. (b) Consistent with the requirements of section 3(e) of Executive Order 13423, the Contractor shall establish a program to promote cost-effective waste reduction in all operations and facilities covered by this contract. The Contractor's programs shall comply with applicable Federal, State, and local requirements, specifically including Section 6002 of the Resource Conservation and Recovery Act (42 U.S.C. 6962, et seq.) and implementing regulations (40 CFR part 247). 52.223-13 ACQUISITION OF EPEAT®–REGISTERED IMAGING EQUIPMENT (JUN 2014) (a)Definitions. As used in this clause – Imaging equipment means the following products: (1)Copier — A commercially available imaging product with a sole function of the production of hard copy duplicates from graphic hard-copy originals. The unit is capable of being powered from a wall outlet or from a data or network connection. This definition is intended to cover products that are marketed as copiers or upgradeable digital copiers (UDCs). (2)Digital duplicator — A commercially available imaging product that is sold in the market as a fully automated duplicator system through the method of stencil duplicating with digital reproduction functionality. The unit is capable of being powered from a wall outlet or from a data or network connection. This definition is intended to cover products that are marketed as digital duplicators. (3)Facsimile machine (fax machine) —A commercially available imaging product whose primary functions are scanning hard-copy originals for electronic transmission to remote units and receiving similar electronic transmissions to produce hard-copy output. Electronic transmission is primarily over a public telephone system but also may be via computer network or the Internet. The product also may be capable of producing hard copy duplicates. The unit is capable of being powered from a wall outlet or from a data or network connection. This definition is intended to cover products that are marketed as fax machines. (4)Mailing machine — A commercially available imaging product that serves to print postage onto mail pieces. The unit is capable of being powered from a wall outlet or from a data or network connection. This definition is intended to cover products that are marketed as mailing machines. (5)Multifunction device (MFD)— A commercially available imaging product, which is a physically integrated device or a combination of functionally integrated components, that performs two or more of the core functions of copying, printing, scanning, or faxing. The copy functionality as addressed in this definition is considered to be distinct from singlesheet convenience copying offered by fax machines. The unit is capable of being powered from a wall outlet or from a data or network connection. This definition is intended to cover products that are marketed as MFDs or multifunction products. (6)Printer — A commercially available imaging product that serves as a hardcopy output device and is capable of receiving information from single-user or networked computers, or other input Contract Clauses for Solicitation FCIS-JB-980001-B Refresh Number 40 Contract Number: GS-35F-0119Y Page: 88 of 176 217 devices (e.g., digital cameras). The unit is capable of being powered from a wall outlet or from a data or network connection. This definition is intended to cover products that are marketed as printers, including printers that can be upgraded into MFDs in the field. (7)Scanner — A commercially available imaging product that functions as an electro-optical device for converting information into electronic images that can be stored, edited, converted, or transmitted, primarily in a personal computing environment. The unit is capable of being powered from a wall outlet or from a data or network connection. This definition is intended to cover products that are marketed as scanners. (b) Under this contract, the Contractor shall deliver, furnish for Government use, or furnish for Contractor use at a Federally controlled facility, only imaging equipment that, at the time of submission of proposals and at the time of award, was EPEAT®bronze-registered or higher. (c) For information about EPEAT®, see www.epa.gov/epeat. 52.223-14 ACQUISITION OF EPEAT®–REGISTERED TELEVISIONS (JUN 2014) (a)Definitions. As used in this clause – Television or TV means a commercially available electronic product designed primarily for the reception and display of audiovisual signals received from terrestrial, cable, satellite, Internet Protocol TV (IPTV), or other digital or analog sources. A TV consists of a tuner/receiver and a display encased in a single enclosure. The product usually relies upon a cathode-ray tube (CRT), liquid crystal display (LCD), plasma display, or other display technology. Televisions with computer capability (e.g., computer input port) may be considered to be a TV as long as they are marketed and sold to consumers primarily as televisions. (b) Under this contract, the Contractor shall deliver, furnish for Government use, or furnish for Contractor use at a Federally controlled facility, only televisions that, at the time of submission of proposals and at the time of award, were EPEAT® bronze-registered or higher. (c) For information about EPEAT®, see www.epa.gov/epeat. 52.223-15 Energy Efficiency in Energy-Consuming Products (DEC 2007) (a) Definition. As used in this clause-- Energy-efficient product-- (1) Means a product that-- (i) Meets Department of Energy and Environmental Protection Agency criteria for use of the Energy Star trademark label; or (ii) Is in the upper 25 percent of efficiency for all similar products as designated by the Department of Energy's Federal Energy Management Program. (2) The term "product'' does not include any energy-consuming product or system designed or procured for combat or combat-related missions (42 U.S.C. 8259b). (b) The Contractor shall ensure that energy-consuming products are energy efficient products (i.e., ENERGY STAR®products or FEMP-designated products) at the time of contract award, for products that are-- Contract Clauses for Solicitation FCIS-JB-980001-B Refresh Number 40 Contract Number: GS-35F-0119Y Page: 89 of 176 218 (1) Delivered; (2) Acquired by the Contractor for use in performing services at a Federally-controlled facility; (3) Furnished by the Contractor for use by the Government; or (4) Specified in the design of a building or work, or incorporated during its construction, renovation, or maintenance. (c) The requirements of paragraph (b) apply to the Contractor (including any subcontractor) unless-- (1) The energy-consuming product is not listed in the ENERGY STAR®Program or FEMP; or (2) Otherwise approved in writing by the Contracting Officer. (d) Information about these products is available for-- (1) ENERGY STAR®at http://www.energystar.gov/products; and (2) FEMP at http://www1.eere.energy.gov/femp/procurement/eep_requirements.html 52.223-16 ACQUISITION OF EPEAT®–REGISTERED PERSONAL COMPUTER PRODUCTS (OCT 2015) (a)Definitions. As used in this clause – Computer means a device that performs logical operations and processes data. Computers are composed of, at a minimum: (1) A central processing unit (CPU) to perform operations; (2) User input devices such as a keyboard, mouse, digitizer, or game controller; and (3) A computer display screen to output information. Computers include both stationary and portable units, including desktop computers, integrated desktop computers, notebook computers, thin clients, and workstations. Although computers must be capable of using input devices and computer displays, as noted in (2) and (3) above, computer systems do not need to include these devices on shipment to meet this definition. This definition does not include server computers, gaming consoles, mobile telephones, portable hand-held calculators, portable digital assistants (PDAs), MP3 players, or any other mobile computing device with displays less than 4 inches, measured diagonally. Computer display means a display screen and its associated electronics encased in a single housing or within the computer housing (e.g., notebook or integrated desktop computer) that is capable of displaying output information from a computer via one or more inputs such as a VGA, DVI, USB, DisplayPort, and/or IEEE 1394–2008TM, Standard for High Performance Serial Bus. Examples of computer display technologies are the cathode-ray tube (CRT) and liquid crystal display (LCD). Desktop computer means a computer where the main unit is intended to be located in a permanent location, often on a desk or on the floor. Desktops are not designed for portability and utilize an external computer display, keyboard, and mouse. Desktops are designed for a broad range of home and office applications. Integrated desktop computer means a desktop system in which the computer and computer display function as a single unit that receives its AC power through a single cable. Integrated desktop computers come in one of two possible forms: Contract Clauses for Solicitation FCIS-JB-980001-B Refresh Number 40 Contract Number: GS-35F-0119Y Page: 90 of 176 219 (1) A system where the computer display and computer are physically combined into a single unit; or (2) A system packaged as a single system where the computer display is separate but is connected to the main chassis by a DC power cord and both the computer and computer display are powered from a single power supply. As a subset of desktop computers, integrated desktop computers are typically designed to provide similar functionality as desktop systems. Notebook computer means a computer designed specifically for portability and to be operated for extended periods of time either with or without a direct connection to an AC power source. Notebooks must utilize an integrated computer display and be capable of operation off of an integrated battery or other portable power source. In addition, most notebooks use an external power supply and have an integrated keyboard and pointing device. Notebook computers are typically designed to provide similar functionality to desktops, including operation of software similar in functionality to that used in desktops. Docking stations are considered accessories for notebook computers, not notebook computers. Tablet PCs, which may use touch-sensitive screens along with, or instead of, other input devices, are considered notebook computers. Personal computer product means a computer, computer display, desktop computer, integrated desktop computer, or notebook computer. (b) Under this contract, the Contractor shall deliver, furnish for Government use, or furnish for Contractor use at a Federally controlled facility, only personal computer products that, at the time of submission of proposals and at the time of award, were EPEAT®bronze-registered or higher. (c) For information about EPEAT®, see www.epa.gov/epeat. 52.223-17 AFFIRMATIVE PROCUREMENT OF EPA-DESIGNATED ITEMS IN SERVICE AND CONSTRUCTION CONTRACTS (MAY 2008) (a) In the performance of this contract, the Contractor shall make maximum use of products containing recovered materials that are EPA-designated items unless the product cannot be acquired# (1) Competitively within a timeframe providing for compliance with the contract performance schedule; (2) Meeting contract performance requirements; or (3) At a reasonable price. (b) Information about this requirement is available at EPA’s Comprehensive Procurement Guidelines web site, http://www.epa.gov/cpg/. The list of EPA-designated items is available at http://www.epa.gov/cpg/products.htm. 52.223-18 ENCOURAGING CONTRACTOR POLICIES TO BAN TEXT MESSAGING WHILE DRIVING (AUG 2011) (a)Definitions. As used in this clause – “Driving”– (1) Means operating a motor vehicle on an active roadway with the motor running, including while temporarily stationary because of traffic, a traffic light, stop sign, or otherwise. (2) Does not include operating a motor vehicle with or without the motor running when one has Contract Clauses for Solicitation FCIS-JB-980001-B Refresh Number 40 Contract Number: GS-35F-0119Y Page: 91 of 176 220 pulled over to the side of, or off, an active roadway and has halted in a location where one can safely remain stationary. “Text messaging” means reading from or entering data into any handheld or other electronic device, including for the purpose of short message service texting, e-mailing, instant messaging, obtaining navigational information, or engaging in any other form of electronic data retrieval or electronic data communication. The term does not include glancing at or listening to a navigational device that is secured in a commercially designed holder affixed to the vehicle, provided that the destination and route are programmed into the device either before driving or while stopped in a location off the roadway where it is safe and legal to park. (b) This clause implements Executive Order 13513, Federal Leadership on Reducing Text Messaging while Driving, dated October 1, 2009. (c) The Contractor should – (1) Adopt and enforce policies that ban text messaging while driving – (i) Company-owned or -rented vehicles or Government-owned vehicles; or (ii) Privately-owned vehicles when on official Government business or when performing any work for or on behalf of the Government. (2) Conduct initiatives in a manner commensurate with the size of the business, such as – (i) Establishment of new rules and programs or re-evaluation of existing programs to prohibit text messaging while driving; and (ii) Education, awareness, and other outreach to employees about the safety risks associated with texting while driving. (d)Subcontracts. The Contractor shall insert the substance of this clause, including this paragraph (d), in all subcontracts that exceed the micro-purchase threshold. 52.223-19 COMPLIANCE WITH ENVIRONMENTAL MANAGEMENT SYSTEMS (MAY 2011) The Contractor’s work under this contract shall conform with all operational controls identified in the applicable agency or facility Environmental Management Systems and provide monitoring and measurement information necessary for the Government to address environmental performance relative to the goals of the Environmental Management Systems. 52.223-2 AFFIRMATIVE PROCUREMENT OF BIOBASED PRODUCTS UNDER SERVICE AND CONSTRUCTION CONTRACTS (SEP 2013) (a) In the performance of this contract, the contractor shall make maximum use of biobased products that are United States Department of Agriculture (USDA)-designated items unless – (1) The product cannot be acquired – (i) Competitively within a time frame providing for compliance with the contract performance schedule; (ii) Meeting contract performance requirements; or (iii) At a reasonable price. Contract Clauses for Solicitation FCIS-JB-980001-B Refresh Number 40 Contract Number: GS-35F-0119Y Page: 92 of 176 221 (2) The product is to be used in an application covered by a USDA categorical exemption (see 7 CFR 3201.3(e)). For example, all USDA-designated items are exempt from the preferred procurement requirement for the following: (i) Spacecraft system and launch support equipment. (ii) Military equipment,i.e., a product or system designed or procured for combat or combat-related missions. (b) Information about this requirement and these products is available at http://www.biopreferred.gov. (c) In the performance of this contract, the Contractor shall – (1) Report to the environmental point of contact identified in paragraph (d) of this clause, with a copy to the Contracting Officer, on the product types and dollar value of any USDA-designated biobased products purchased by the Contractor during the previous Government fiscal year, between October 1 and September 30; (2) Submit this report no later than – (i) October 31 of each year during contract performance; and (ii) At the end of contract performance. 52.223-5 POLLUTION PREVENTION AND RIGHT-TO-KNOW INFORMATION (MAY 2011) (a)Definitions. As used in this clause— Toxic chemical means a chemical or chemical category listed in 40 CFR 372.65. (b) Federal facilities are required to comply with the provisions of the Emergency Planning and Community Right-to-Know Act of 1986 (EPCRA) (42 U.S.C. 11001-11050), and the Pollution Prevention Act of 1990 (PPA) (42 U.S.C. 13101-13109). (c) The Contractor shall provide all information needed by the Federal facility to comply with the following: (1) The emergency planning reporting requirements of Section 302 of EPCRA. (2) The emergency notice requirements of Section 304 of EPCRA. (3) The list of Material Safety Data Sheets, required by Section 311 of EPCRA. (4) The emergency and hazardous chemical inventory forms of Section 312 of EPCRA. (5) The toxic chemical release inventory of Section 313 of EPCRA, which includes the reduction and recycling information required by Section 6607 of PPA. (6) The toxic chemical and hazardous substance release and use reduction goals of section 2(e) of Executive Order 13423 and of Executive Order 13514. 52.224-1 PRIVACY ACT NOTIFICATION (APR 1984) The Contractor will be required to design, develop, or operate a system of records on individuals, to accomplish an agency function subject to the Privacy Act of 1974, Public Law 93-579, December 31, 1974 Contract Clauses for Solicitation FCIS-JB-980001-B Refresh Number 40 Contract Number: GS-35F-0119Y Page: 93 of 176 222 (5 U.S.C. 552a) and applicable agency regulations. Violation of the Act may involve the imposition of criminal penalties. 52.224-2 PRIVACY ACT (APR 1984) (a) The Contractor agrees to— (1) Comply with the Privacy Act of 1974 (the Act) and the agency rules and regulations issued under the Act in the design, development, or operation of any system of records on individuals to accomplish an agency function when the contract specifically identifies— (i) The systems of records; and (ii) The design, development, or operation work that the Contractor is to perform; (2) Include the Privacy Act notification contained in this contract in every solicitation and resulting subcontract and in every subcontract awarded without a solicitation, when the work statement in the proposed subcontract requires the redesign, development, or operation of a system of records on individuals that is subject to the Act; and (3) Include this clause, including this subparagraph (3), in all subcontracts awarded under this contract which requires the design, development, or operation of such a system of records. (b) In the event of violations of the Act, a civil action may be brought against the agency involved when the violation concerns the design, development, or operation of a system of records on individuals to accomplish an agency function, and criminal penalties may be imposed upon the officers or employees of the agency when the violation concerns the operation of a system of records on individuals to accomplish an agency function. For purposes of the Act, when the contract is for the operation of a system of records on individuals to accomplish an agency function, the Contractor is considered to be an employee of the agency. (c) (1) "Operation of a system of records," as used in this clause, means performance of any of the activities associated with maintaining the system of records, including the collection, use, and dissemination of records. (2) "Record," as used in this clause, means any item, collection, or grouping of information about an individual that is maintained by an agency, including, but not limited to, education, financial transactions, medical history, and criminal or employment history and that contains the person's name, or the identifying number, symbol, or other identifying particular assigned to the individual, such as a fingerprint or voiceprint or a photograph. (3) "System of records on individuals," as used in this clause, means a group of any records under the control of any agency from which information is retrieved by the name of the individual or by some identifying number, symbol, or other identifying particular assigned to the individual. 52.225-13 RESTRICTIONS ON CERTAIN FOREIGN PURCHASES (JUN 2008) (a) Except as authorized by the Office of Foreign Assets Control (OFAC) in the Department of the Treasury, the Contractor shall not acquire, for use in the performance of this contract, any supplies or services if any proclamation, Executive order, or statute administered by OFAC, or if OFAC’s implementing regulations at 31 CFR chapter V, would prohibit such a transaction by a person subject to the jurisdiction of the United States. (b) Except as authorized by OFAC, most transactions involving Cuba, Iran, and Sudan are prohibited, as are most imports from Burma or North Korea, into the United States or its outlying areas. Lists of Contract Clauses for Solicitation FCIS-JB-980001-B Refresh Number 40 Contract Number: GS-35F-0119Y Page: 94 of 176 223 entities and individuals subject to economic sanctions are included in OFAC’s List of Specially Designated Nationals and Blocked Persons at http://www.treas.gov/offices/enforcement/ofac/sdn. More information about these restrictions, as well as updates, is available in the OFAC’s regulations at 31 CFR chapter V and/or on OFAC’s Web site at http://www.treas.gov/offices/enforcement/ofac. (c) The Contractor shall insert this clause, including this paragraph (c), in all subcontracts. 52.225-5 TRADE AGREEMENTS (FEB 2016) (a)Definitions. As used in this clause — “Caribbean Basin country end product”— (1) Means an article that — (i) (A) Is wholly the growth, product, or manufacture of a Caribbean Basin country; or (B) In the case of an article that consists in whole or in part of materials from another country, has been substantially transformed in a Caribbean Basin country into a new and different article of commerce with a name, character, or use distinct from that of the article or articles from which it was transformed; and (ii) Is not excluded from duty-free treatment for Caribbean countries under 19 U.S.C. 2703(b). (A) For this reason, the following articles are not Caribbean Basin country end products: (1) Tuna, prepared or preserved in any manner in airtight containers; (2) Petroleum, or any product derived from petroleum; (3) Watches and watch parts (including cases, bracelets, and straps) of whatever type including, but not limited to, mechanical, quartz digital, or quartz analog, if such watches or watch parts contain any material that is the product of any country to which the Harmonized Tariff Schedule of the United States (HTSUS) column 2 rates of duty apply (i.e., Afghanistan, Cuba, Laos, North Korea, and Vietnam); and (4) Certain of the following: textiles and apparel articles; footwear, handbags, luggage, flat goods, work gloves, and leather wearing apparel; or handloomed, handmade, and folklore articles; (B) Access to the HTSUS to determine duty-free status of articles of these types is available at http://www.usitc.gov/tata/hts/. In particular, see the following: (1) General Note 3(c), Products Eligible for Special Tariff treatment. (2) General Note 17, Products of Countries Designated as Beneficiary Countries under the United States-Caribbean Basin Trade Partnership Act of 2000. (3) Section XXII, Chapter 98, Subchapter II, Articles Exported and Returned, Advanced or Improved Abroad, U.S. Note 7(b). (4) Section XXII, Chapter 98, Subchapter XX, Goods Eligible for Special Tariff Benefits under the United States-Caribbean Basin Trade Contract Clauses for Solicitation FCIS-JB-980001-B Refresh Number 40 Contract Number: GS-35F-0119Y Page: 95 of 176 224 Partnership Act; and (2) Refers to a product offered for purchase under a supply contract, but for purposes of calculating the value of the acquisition, includes services (except transportation services) incidental to the article, provided that the value of those incidental services does not exceed that of the article itself. “Designated country” means any of the following countries: (1) A World Trade Organization Government Procurement Agreement (WTO GPA) country (Armenia, Aruba, Austria, Belgium, Bulgaria, Canada, Croatia, Cyprus, Czech Republic, Denmark, Estonia, Finland, France, Germany, Greece, Hong Kong, Hungary, Iceland, Ireland, Israel, Italy, Japan, Korea (Republic of), Latvia, Liechtenstein, Lithuania, Luxembourg, Malta, Montenegro, Netherlands, New Zealand, Norway, Poland, Portugal, Romania, Singapore, Slovak Republic, Slovenia, Spain, Sweden, Switzerland, Taiwan (known in the World Trade Organization as “the Separate Customs Territory of Taiwan, Penghu, Kinmen and Matsu (Chinese Taipei)”), or United Kingdom); (2) A Free Trade Agreement (FTA) country (Australia, Bahrain, Canada, Chile, Colombia, Costa Rica, Dominican Republic, El Salvador, Guatemala, Honduras, Korea (Republic of), Mexico, Morocco, Nicaragua, Oman, Panama, Peru, or Singapore); (3) A least developed country (Afghanistan, Angola, Bangladesh, Benin, Bhutan, Burkina Faso, Burundi, Cambodia, Central African Republic, Chad, Comoros, Democratic Republic of Congo, Djibouti, Equatorial Guinea, Eritrea, Ethiopia, Gambia, Guinea, Guinea-Bissau, Haiti, Kiribati, Laos, Lesotho, Liberia, Madagascar, Malawi, Mali, Mauritania, Mozambique, Nepal, Niger, Rwanda, Samoa, Sao Tome and Principe, Senegal, Sierra Leone, Solomon Islands, Somalia, South Sudan, Tanzania, Timor-Leste, Togo, Tuvalu, Uganda, Vanuatu, Yemen, or Zambia); or (4) A Caribbean Basin country (Antigua and Barbuda, Aruba, Bahamas, Barbados, Belize, Bonaire, British Virgin Islands, Curacao, Dominica, Grenada, Guyana, Haiti, Jamaica, Montserrat, Saba, St. Kitts and Nevis, St. Lucia, St. Vincent and the Grenadines, Sint Eustatius, Sint Maarten, or Trinidad and Tobago). “Designated country end product” means a WTO GPA country end product, an FTA country end product, a least developed country end product, or a Caribbean Basin country end product. “End product” means those articles, materials, and supplies to be acquired under the contract for public use. “Free Trade Agreement country end product” means an article that — (1) Is wholly the growth, product, or manufacture of a Free Trade Agreement (FTA) country; or (2) In the case of an article that consists in whole or in part of materials from another country, has been substantially transformed in an FTA country into a new and different article of commerce with a name, character, or use distinct from that of the article or articles from which it was transformed. The term refers to a product offered for purchase under a supply contract, but for purposes of calculating the value of the end product includes services (except transportation services) incidental to the article, provided that the value of those incidental services does not exceed that of the article itself. “Least developed country end product” means an article that — (1) Is wholly the growth, product, or manufacture of a least developed country; or (2) In the case of an article that consists in whole or in part of materials from another country, has been substantially transformed in a least developed country into a new and different article of Contract Clauses for Solicitation FCIS-JB-980001-B Refresh Number 40 Contract Number: GS-35F-0119Y Page: 96 of 176 225 commerce with a name, character, or use distinct from that of the article or articles from which it was transformed. The term refers to a product offered for purchase under a supply contract, but for purposes of calculating the value of the end product, includes services (except transportation services) incidental to the article, provided that the value of those incidental services does not exceed that of the article itself. “United States” means the 50 States, the District of Columbia, and outlying areas. “U.S.-made end product” means an article that is mined, produced, or manufactured in the United States or that is substantially transformed in the United States into a new and different article of commerce with a name, character, or use distinct from that of the article or articles from which it was transformed. “WTO GPA country end product” means an article that — (1) Is wholly the growth, product, or manufacture of a WTO GPA country; or (2) In the case of an article that consists in whole or in part of materials from another country, has been substantially transformed in a WTO GPA country into a new and different article of commerce with a name, character, or use distinct from that of the article or articles from which it was transformed. The term refers to a product offered for purchase under a supply contract, but for purposes of calculating the value of the end product includes services, (except transportation services) incidental to the article, provided that the value of those incidental services does not exceed that of the article itself. (b) Delivery of end products. The Contracting Officer has determined that the WTO GPA and FTAs apply to this acquisition. Unless otherwise specified, these trade agreements apply to all items in the Schedule. The Contractor shall deliver under this contract only U.S.-made or designated country end products except to the extent that, in its offer, it specified delivery of other end products in the provision entitled “Trade Agreements Certificate.” 52.227-14 RIGHTS IN DATA--GENERAL (MAY 2014) (a)Definitions. As used in this clause – “Computer database” or “database” means a collection of recorded information in a form capable of, and for the purpose of, being stored in, processed, and operated on by a computer. The term does not include computer software. “Computer software” – (1) Means (i) Computer programs that comprise a series of instructions, rules, routines, or statements, regardless of the media in which recorded, that allow or cause a computer to perform a specific operation or series of operations; and (ii) Recorded information comprising source code listings, design details, algorithms, processes, flow charts, formulas, and related material that would enable the computer program to be produced, created, or compiled. (2) Does not include computer databases or computer software documentation. “Computer software documentation” means owner's manuals, user's manuals, installation instructions, operating instructions, and other similar items, regardless of storage medium, that explain the capabilities of the computer software or provide instructions for using the software. Contract Clauses for Solicitation FCIS-JB-980001-B Refresh Number 40 Contract Number: GS-35F-0119Y Page: 97 of 176 226 “Data” means recorded information, regardless of form or the media on which it may be recorded. The term includes technical data and computer software. The term does not include information incidental to contract administration, such as financial, administrative, cost or pricing, or management information. “Form, fit, and function data” means data relating to items, components, or processes that are sufficient to enable physical and functional interchangeability, and data identifying source, size, configuration, mating and attachment characteristics, functional characteristics, and performance requirements. For computer software it means data identifying source, functional characteristics, and performance requirements but specifically excludes the source code, algorithms, processes, formulas, and flow charts of the software. “Limited rights” means the rights of the Government in limited rights data as set forth in the Limited Rights Notice of paragraph (g)(3) if included in this clause. “Limited rights data” means data, other than computer software, that embody trade secrets or are commercial or financial and confidential or privileged, to the extent that such data pertain to items, components, or processes developed at private expense, including minor modifications. “Restricted computer software” means computer software developed at private expense and that is a trade secret, is commercial or financial and confidential or privileged, or is copyrighted computer software, including minor modifications of the computer software. “Restricted rights” as used in this clause, means the rights of the Government in restricted computer software, as set forth in a Restricted Rights Notice of paragraph (g) if included in this clause, or as otherwise may be provided in a collateral agreement incorporated in and made part of this contract, including minor modifications of such computer software. “Technical data” means recorded information (regardless of the form or method of the recording) of a scientific or technical nature (including computer databases and computer software documentation). This term does not include computer software or financial, administrative, cost or pricing, or management data or other information incidental to contract administration. The term includes recorded information of a scientific or technical nature that is included in computer databases (See 41 U.S.C. 116). “Unlimited rights” means the rights of the Government to use, disclose, reproduce, prepare derivative works, distribute copies to the public, and perform publicly and display publicly, in any manner and for any purpose, and to have or permit others to do so. (b) Allocation of rights. (1) Except as provided in paragraph (c) of this clause, the Government shall have unlimited rights in-- (i) Data first produced in the performance of this contract; (ii) Form, fit, and function data delivered under this contract; (iii) Data delivered under this contract (except for restricted computer software) that constitute manuals or instructional and training material for installation, operation, or routine maintenance and repair of items, components, or processes delivered or furnished for use under this contract; and (iv) All other data delivered under this contract unless provided otherwise for limited rights data or restricted computer software in accordance with paragraph (g) of this clause. (2) The Contractor shall have the right to-- Contract Clauses for Solicitation FCIS-JB-980001-B Refresh Number 40 Contract Number: GS-35F-0119Y Page: 98 of 176 227 (i) Assert copyright in data first produced in the performance of this contract to the extent provided in paragraph (c)(1) of this clause; (ii) Use, release to others, reproduce, distribute, or publish any data first produced or specifically used by the Contractor in the performance of this contract, unless provided otherwise in paragraph (d) of this clause; (iii) Substantiate the use of, add, or correct limited rights, restricted rights, or copyright notices and to take other appropriate action, in accordance with paragraphs (e) and (f) of this clause; and (iv) Protect from unauthorized disclosure and use those data that are limited rights data or restricted computer software to the extent provided in paragraph (g) of this clause. (c) Copyright-- (1) Data first produced in the performance of this contract. (i) Unless provided otherwise in paragraph (d) of this clause, the Contractor may, without prior approval of the Contracting Officer, assert copyright in scientific and technical articles based on or containing data first produced in the performance of this contract and published in academic, technical or professional journals, symposia proceedings, or similar works. The prior, express written permission of the Contracting Officer is required to assert copyright in all other data first produced in the performance of this contract. (ii) When authorized to assert copyright to the data, the Contractor shall affix the applicable copyright notices of 17 U.S.C. 401 or 402, and an acknowledgment of Government sponsorship (including contract number). (iii) For data other than computer software, the Contractor grants to the Government, and others acting on its behalf, a paid-up, nonexclusive, irrevocable, worldwide license in such copyrighted data to reproduce, prepare derivative works, distribute copies to the public, and perform publicly and display publicly by or on behalf of the Government. For computer software, the Contractor grants to the Government, and others acting on its behalf, a paid-up, nonexclusive, irrevocable, worldwide license in such copyrighted computer software to reproduce, prepare derivative works, and perform publicly and display publicly (but not to distribute copies to the public) by or on behalf of the Government. (2)Data not first produced in the performance of this contract. The Contractor shall not, without the prior written permission of the Contracting Officer, incorporate in data delivered under this contract any data not first produced in the performance of this contract unless the Contractor-- (i) Identifies the data; and (ii) Grants to the Government, or acquires on its behalf, a license of the same scope as set forth in paragraph (c)(1) of this clause or, if such data are restricted computer software, the Government shall acquire a copyright license as set forth in paragraph (g)(4) of this clause (if included in this contract) or as otherwise provided in a collateral agreement incorporated in or made part of this contract. (3)Removal of copyright notices. The Government will not remove any authorized copyright notices placed on data pursuant to this paragraph (c), and will include such notices on all reproductions of the data. (d)Release, publication, and use of data. The Contractor shall have the right to use, release to others, reproduce, distribute, or publish any data first produced or specifically used by the Contractor in the Contract Clauses for Solicitation FCIS-JB-980001-B Refresh Number 40 Contract Number: GS-35F-0119Y Page: 99 of 176 228 performance of this contract, except-- (1) As prohibited by Federal law or regulation (e.g., export control or national security laws or regulations); (2) As expressly set forth in this contract; or (3) If the Contractor receives or is given access to data necessary for the performance of this contract that contain restrictive markings, the Contractor shall treat the data in accordance with such markings unless specifically authorized otherwise in writing by the Contracting Officer. (e) Unauthorized marking of data. (1) Notwithstanding any other provisions of this contract concerning inspection or acceptance, if any data delivered under this contract are marked with the notices specified in paragraph (g) (3) or (g) (4) if included in this clause, and use of the notices is not authorized by this clause, or if the data bears any other restrictive or limiting markings not authorized by this contract, the Contracting Officer may at any time either return the data to the Contractor, or cancel or ignore the markings. However, pursuant to 41 U.S.C. 4703, the following procedures shall apply prior to canceling or ignoring the markings. (i) The Contracting Officer will make written inquiry to the Contractor affording the Contractor 60 days from receipt of the inquiry to provide written justification to substantiate the propriety of the markings; (ii) If the Contractor fails to respond or fails to provide written justification to substantiate the propriety of the markings within the 60-day period (or a longer time approved in writing by the Contracting Officer for good cause shown), the Government shall have the right to cancel or ignore the markings at any time after said period and the data will no longer be made subject to any disclosure prohibitions. (iii) If the Contractor provides written justification to substantiate the propriety of the markings within the period set in paragraph (e)(1)(i) of this clause, the Contracting Officer will consider such written justification and determine whether or not the markings are to be cancelled or ignored. If the Contracting Officer determines that the markings are authorized, the Contractor will be so notified in writing. If the Contracting Officer determines, with concurrence of the head of the contracting activity, that the markings are not authorized, the Contracting Officer will furnish the Contractor a written determination, which determination will become the final agency decision regarding the appropriateness of the markings unless the Contractor files suit in a court of competent jurisdiction within 90 days of receipt of the Contracting Officer's decision. The Government will continue to abide by the markings under this paragraph (e)(1)(iii) until final resolution of the matter either by the Contracting Officer's determination becoming final (in which instance the Government will thereafter have the right to cancel or ignore the markings at any time and the data will no longer be made subject to any disclosure prohibitions), or by final disposition of the matter by court decision if suit is filed. (2) The time limits in the procedures set forth in paragraph (e)(1) of this clause may be modified in accordance with agency regulations implementing the Freedom of Information Act (5 U.S.C. 552) if necessary to respond to a request thereunder. (3) Except to the extent the Government's action occurs as the result of final disposition of the matter by a court of competent jurisdiction, the Contractor is not precluded by paragraph (e) of the clause from bringing a claim, in accordance with the Disputes clause of this contract, that may arise as the result of the Government removing or ignoring authorized markings on data delivered under this contract. (f) Omitted or incorrect markings. Contract Clauses for Solicitation FCIS-JB-980001-B Refresh Number 40 Contract Number: GS-35F-0119Y Page: 100 of 176 229 (1) Data delivered to the Government without any restrictive markings shall be deemed to have been furnished with unlimited rights. The Government is not liable for the disclosure, use, or reproduction of such data. (2) If the unmarked data has not been disclosed without restriction outside the Government, the Contractor may request, within 6 months (or a longer time approved by the Contracting Officer in writing for good cause shown) after delivery of the data, permission to have authorized notices placed on the data at the Contractor's expense. The Contracting Officer may agree to do so if the Contractor-- (i) Identifies the data to which the omitted notice is to be applied; (ii) Demonstrates that the omission of the notice was inadvertent; (iii) Establishes that the proposed notice is authorized; and (iv) Acknowledges that the Government has no liability for the disclosure, use, or reproduction of any data made prior to the addition of the notice or resulting from the omission of the notice. (3) If data has been marked with an incorrect notice, the Contracting Officer may-- (i) Permit correction of the notice at the Contractor's expense if the Contractor identifies the data and demonstrates that the correct notice is authorized; or (ii) Correct any incorrect notices. (g) Protection of limited rights data and restricted computer software. (1) The Contractor may withhold from delivery qualifying limited rights data or restricted computer software that are not data identified in paragraphs (b)(1)(i), (ii), and (iii) of this clause. As a condition to this withholding, the Contractor shall-- (i) Identify the data being withheld; and (ii) Furnish form, fit, and function data instead. (2) Limited rights data that are formatted as a computer database for delivery to the Government shall be treated as limited rights data and not restricted computer software. (3) [Reserved] (h)Subcontracting.The Contractor shall obtain from its subcontractors all data and rights therein necessary to fulfill the Contractor's obligations to the Government under this contract. If a subcontractor refuses to accept terms affording the Government those rights, the Contractor shall promptly notify the Contracting Officer of the refusal and shall not proceed with the subcontract award without authorization in writing from the Contracting Officer. (i)Relationship to patents or other rights. Nothing contained in this clause shall imply a license to the Government under any patent or be construed as affecting the scope of any license or other right otherwise granted to the Government. 52.228-5 INSURANCE—WORK ON A GOVERNMENT INSTALLATION (JAN 1997) (a) The Contractor shall, at its own expense, provide and maintain during the entire performance of this contract, at least the kinds and minimum amounts of insurance required in the Schedule or elsewhere in Contract Clauses for Solicitation FCIS-JB-980001-B Refresh Number 40 Contract Number: GS-35F-0119Y Page: 101 of 176 230 the contract. (b) Before commencing work under this contract, the Contractor shall notify the Contracting Officer in writing that the required insurance has been obtained. The policies evidencing required insurance shall contain an endorsement to the effect that any cancellation or any material change adversely affecting the Government's interest shall not be effective— (1) For such period as the laws of the State in which this contract is to be performed prescribe; or (2) Until 30 days after the insurer or the Contractor gives written notice to the Contracting Officer, whichever period is longer. (c) The Contractor shall insert the substance of this clause, including this paragraph (c), in subcontracts under this contract that require work on a Government installation and shall require subcontractors to provide and maintain the insurance required in the Schedule or elsewhere in the contract. The Contractor shall maintain a copy of all subcontractors' proofs of required insurance, and shall make copies available to the Contracting Officer upon request. 52.229-1 STATE AND LOCAL TAXES (APR 1984) (DEVIATION I –MAY 2003) Notwithstanding the terms of the Federal, State, and Local Taxes clause, the contract price excludes all State and local taxes levied on or measured by the contract or sales price of the services or completed supplies furnished under this contract. The Contractor shall state separately on its invoices taxes excluded from the contract price, and the ordering activity agrees either to pay the amount of the taxes to the Contractor or provide evidence necessary to sustain an exemption. 52.229-3 FEDERAL, STATE, AND LOCAL TAXES (FEB 2013) (DEVIATION – FEB 2007) (a) As used in this clause — “After-imposed Federal tax” means any new or increased Federal excise tax or duty, or tax that was exempted or excluded on the contract date but whose exemption was later revoked or reduced during the contract period, on the transactions or property covered by this contract that the Contractor is required to pay or bear as the result of legislative, judicial, or administrative action taking effect after the contract date. It does not include social security tax or other employment taxes. “After-relieved Federal tax” means any amount of Federal excise tax or duty, except social security or other employment taxes, that would otherwise have been payable on the transactions or property covered by this contract, but which the Contractor is not required to pay or bear, or for which the Contractor obtains a refund or drawback, as the result of legislative, judicial, or administrative action taking effect after the contract date. “All applicable Federal, State, and local taxes and duties” means all taxes and duties, in effect on the contract date, that the taxing authority is imposing and collecting on the transactions or property covered by this contract. “Contract date” means the date set for bid opening or, if this is a negotiated contract or a modification, the effective date of this contract or modification. “Local taxes” includes taxes imposed by a possession or territory of the United States, Puerto Rico, or the Northern Mariana Islands, if the contract is performed wholly or partly in any of those areas. (b) (1) The contract price includes all applicable Federal, State, and local taxes and duties, except as provided in subparagraph (b)(2)(i) of this clause. Contract Clauses for Solicitation FCIS-JB-980001-B Refresh Number 40 Contract Number: GS-35F-0119Y Page: 102 of 176 231 (2) Taxes imposed under 26 U.S.C. 5000C may not be — (i) Included in the contract price; nor (ii) Reimbursed. (c) The contract price shall be increased by the amount of any after-imposed Federal tax, provided the Contractor warrants in writing that no amount for such newly imposed Federal excise tax or duty or rate increase was included in the contract price, as a contingency reserve or otherwise. (d) The contract price shall be decreased by the amount of any after-relieved Federal tax. (e) The contract price shall be decreased by the amount of any Federal excise tax or duty, except social security or other employment taxes, that the Contractor is required to pay or bear, or does not obtain a refund of, through the Contractor’s fault, negligence, or failure to follow instructions of the Contracting Officer. (f) No adjustment shall be made in the contract price under this clause unless the amount of the adjustment exceeds $250. (g) The Contractor shall promptly notify the Contracting Officer of all matters relating to any Federal excise tax or duty that reasonably may be expected to result in either an increase or decrease in the contract price and shall take appropriate action as the Contracting Officer directs. (h) The ordering activity shall, without liability, furnish evidence appropriate to establish exemption from any Federal, State, or local tax when the Contractor requests such evidence and a reasonable basis exists to sustain the exemption. 52.232-33 PAYMENT BY ELECTRONIC FUNDS TRANSFER—SYSTEM FOR AWARD MANAGEMENT (JUL 2013) (a) Method of payment. (1) All payments by the Government under this contract shall be made by electronic funds transfer (EFT), except as provided in paragraph (a)(2) of this clause. As used in this clause, the term "EFT" refers to the funds transfer and may also include the payment information transfer. (2) In the event the Government is unable to release one or more payments by EFT, the Contractor agrees to either— (i) Accept payment by check or some other mutually agreeable method of payment; or (ii) Request the Government to extend the payment due date until such time as the Government can make payment by EFT (but see paragraph (d) of this clause). (b) Contractor's EFT information. The Government shall make payment to the Contractor using the EFT information contained in the System for Award Management (SAM) database. In the event that the EFT information changes, the Contractor shall be responsible for providing the updated information to the SAM database. (c) Mechanisms for EFT payment. The Government may make payment by EFT through either the Automated Clearing House (ACH) network, subject to the rules of the National Automated Clearing House Association, or the Fedwire Transfer System. The rules governing Federal payments through the ACH are contained in 31 CFR part 210. (d) Suspension of payment. If the Contractor's EFT information in the SAM database is incorrect, then the Government need not make payment to the Contractor under this contract until correct EFT Contract Clauses for Solicitation FCIS-JB-980001-B Refresh Number 40 Contract Number: GS-35F-0119Y Page: 103 of 176 232 information is entered into the SAM database; and any invoice or contract financing request shall be deemed not to be a proper invoice for the purpose of prompt payment under this contract. The prompt payment terms of the contract regarding notice of an improper invoice and delays in accrual of interest penalties apply. (e) Liability for uncompleted or erroneous transfers. (1) If an uncompleted or erroneous transfer occurs because the Government used the Contractor's EFT information incorrectly, the Government remains responsible for— (i) Making a correct payment; (ii) Paying any prompt payment penalty due; and (iii) Recovering any erroneously directed funds. (2) If an uncompleted or erroneous transfer occurs because the Contractor's EFT information was incorrect, or was revised within 30 days of Government release of the EFT payment transaction instruction to the Federal Reserve System, and— (i) If the funds are no longer under the control of the payment office, the Government is deemed to have made payment and the Contractor is responsible for recovery of any erroneously directed funds; or (ii) If the funds remain under the control of the payment office, the Government shall not make payment, and the provisions of paragraph (d) of this clause shall apply. (f) EFT and prompt payment. A payment shall be deemed to have been made in a timely manner in accordance with the prompt payment terms of this contract if, in the EFT payment transaction instruction released to the Federal Reserve System, the date specified for settlement of the payment is on or before the prompt payment due date, provided the specified payment date is a valid date under the rules of the Federal Reserve System. (g) EFT and assignment of claims. If the Contractor assigns the proceeds of this contract as provided for in the assignment of claims terms of this contract, the Contractor shall require as a condition of any such assignment, that the assignee shall register separately in the SAM database and shall be paid by EFT in accordance with the terms of this clause. Notwithstanding any other requirement of this contract, payment to an ultimate recipient other than the Contractor, or a financial institution properly recognized under an assignment of claims pursuant to subpart 32.8, is not permitted. In all respects, the requirements of this clause shall apply to the assignee as if it were the Contractor. EFT information that shows the ultimate recipient of the transfer to be other than the Contractor, in the absence of a proper assignment of claims acceptable to the Government, is incorrect EFT information within the meaning of paragraph (d) of this clause. (h) Liability for change of EFT information by financial agent. The Government is not liable for errors resulting from changes to EFT information made by the Contractor's financial agent. (i) Payment information. The payment or disbursing office shall forward to the Contractor available payment information that is suitable for transmission as of the date of release of the EFT instruction to the Federal Reserve System. The Government may request the Contractor to designate a desired format and method(s) for delivery of payment information from a list of formats and methods the payment office is capable of executing. However, the Government does not guarantee that any particular format or method of delivery is available at any particular payment office and retains the latitude to use the format and delivery method most convenient to the Government. If the Government makes payment by check in accordance with paragraph (a) of this clause, the Government shall mail the payment information to the remittance address contained in the SAM database. Contract Clauses for Solicitation FCIS-JB-980001-B Refresh Number 40 Contract Number: GS-35F-0119Y Page: 104 of 176 233 52.232-34 Payment by Electronic Funds Transfer—Other than SYSTEM FOR AWARD MANAGEMENT (JUL 2013) (DEVIATION – FEB 2007) (a) Method of payment. (1) All payments by the ordering activity under this contract shall be made by electronic funds transfer (EFT) except as provided in paragraph (a)(2) of this clause. As used in this clause, the term “EFT” refers to the funds transfer and may also include the payment information transfer. (2) In the event the ordering activity is unable to release one or more payments by EFT, the Contractor agrees to either— (i) Accept payment by check or some other mutually agreeable method of payment; or (ii) Request the ordering activity to extend payment due dates until such time as the ordering activity makes payment by EFT (but see paragraph (d) of this clause). (b) Mandatory submission of Contractor's EFT information. (1) The Contractor is required to provide the ordering activity with the information required to make payment by EFT (see paragraph (j) of this clause). The Contractor shall provide this information directly to the office designated in this contract to receive that information (hereafter: “designated office”) by .. If not otherwise specified in this contract, the payment office is the designated office for receipt of the Contractor’s EFT information. If more than one designated office is named for the contract, the Contractor shall provide a separate notice to each office. In the event that the EFT information changes, the Contractor shall be responsible for providing the updated information to the designated office(s). (2) If the Contractor provides EFT information applicable to multiple contracts, the Contractor shall specifically state the applicability of this EFT information in terms acceptable to the designated office. However, EFT information supplied to a designated office shall be applicable only to contracts that identify that designated office as the office to receive EFT information for that contract. (c) Mechanisms for EFT payment. The ordering activity may make payment by EFT through either the Automated Clearing House (ACH) network, subject to the rules of the National Automated Clearing House Association, or the Fedwire Transfer System. The rules governing Federal payments through the ACH are contained in 31 CFR Part 210. (d) Suspension of payment. (1) The ordering activity is not required to make any payment under this contract until after receipt, by the designated office, of the correct EFT payment information from the Contractor. Until receipt of the correct EFT information, any invoice or contract financing request shall be deemed not to be a proper invoice for the purpose of prompt payment under this contract. The prompt payment terms of the contract regarding notice of an improper invoice and delays in accrual of interest penalties apply. (2) If the EFT information changes after submission of correct EFT information, the ordering activity shall begin using the changed EFT information no later than 30 days after its receipt by the designated office to the extent payment is made by EFT. However, the Contractor may request that no further payments be made until the updated EFT information is implemented by the payment office. If such suspension would result in a late payment under the prompt payment terms of this contract, the Contractor’s request for suspension shall extend the due date for payment by the number of days of the suspension. (e) Liability for uncompleted or erroneous transfers. Contract Clauses for Solicitation FCIS-JB-980001-B Refresh Number 40 Contract Number: GS-35F-0119Y Page: 105 of 176 234 (1) If an uncompleted or erroneous transfer occurs because the ordering activity used the Contractor’s EFT information incorrectly, the ordering activity remains responsible for— (i) Making a correct payment; (ii) Paying any prompt payment penalty due; and (iii) Recovering any erroneously directed funds. (2) If an uncompleted or erroneous transfer occurs because the Contractor’s EFT information was incorrect, or was revised within 30 days of ordering activity release of the EFT payment transaction instruction to the Federal Reserve System, and— (i) If the funds are no longer under the control of the payment office, the ordering activity is deemed to have made payment and the Contractor is responsible for recovery of any erroneously directed funds; or (ii) If the funds remain under the control of the payment office, the ordering activity shall not make payment and the provisions of paragraph (d) shall apply. (f) EFT and prompt payment. A payment shall be deemed to have been made in a timely manner in accordance with the prompt payment terms of this contract if, in the EFT payment transaction instruction released to the Federal Reserve System, the date specified for settlement of the payment is on or before the prompt payment due date, provided the specified payment date is a valid date under the rules of the Federal Reserve System. (g) EFT and assignment of claims. If the Contractor assigns the proceeds of this contract as provided for in the assignment of claims terms of this contract, the Contractor shall require as a condition of any such assignment, that the assignee shall provide the EFT information required by paragraph (j) of this clause to the designated office, and shall be paid by EFT in accordance with the terms of this clause. In all respects, the requirements of this clause shall apply to the assignee as if it were the Contractor. EFT information that shows the ultimate recipient of the transfer to be other than the Contractor, in the absence of a proper assignment of claims acceptable to the ordering activity, is incorrect EFT information within the meaning of paragraph (d) of this clause. (h) Liability for change of EFT information by financial agent. The ordering activity is not liable for errors resulting from changes to EFT information provided by the Contractor’s financial agent. (i) Payment information. The payment or disbursing office shall forward to the Contractor available payment information that is suitable for transmission as of the date of release of the EFT instruction to the Federal Reserve System. The ordering activity may request the Contractor to designate a desired format and method(s) for delivery of payment information from a list of formats and methods the payment office is capable of executing. However, the ordering activity does not guarantee that any particular format or method of delivery is available at any particular payment office and retains the latitude to use the format and delivery method most convenient to the ordering activity. If the ordering activity makes payment by check in accordance with paragraph (a) of this clause, the ordering activity shall mail the payment information to the remittance address in the contract. (j) EFT information. The Contractor shall provide the following information to the designated office. The Contractor may supply this data for this or multiple contracts (see paragraph (b) of this clause). The Contractor shall designate a single financial agent per contract capable of receiving and processing the EFT information using the EFT methods described in paragraph (c) of this clause. (1) The contract number (or other procurement identification number). (2) The Contractor’s name and remittance address, as stated in the contract(s). Contract Clauses for Solicitation FCIS-JB-980001-B Refresh Number 40 Contract Number: GS-35F-0119Y Page: 106 of 176 235 (3) The signature (manual or electronic, as appropriate), title, and telephone number of the Contractor official authorized to provide this information. (4) The name, address, and 9-digit Routing Transit Number of the Contractor’s financial agent. (5) The Contractor’s account number and the type of account (checking, saving, or lockbox). (6) If applicable, the Fedwire Transfer System telegraphic abbreviation of the Contractor’s financial agent. (7) If applicable, the Contractor shall also provide the name, address, telegraphic abbreviation, and 9-digit Routing Transit Number of the correspondent financial institution receiving the wire transfer payment if the Contractor’s financial agent is not directly on-line to the Fedwire Transfer System; and, therefore, not the receiver of the wire transfer payment. 52.232-36 PAYMENT BY THIRD PARTY (MAY 2014) (DEVIATION – MAY 2003) (a)General. (1) Except as provided in paragraph (a)(2) of this clause, the Contractor agrees to accept payments due under this contract, through payment by a third party in lieu of payment directly from the ordering activity, in accordance with the terms of this clause. The third party and, if applicable, the particular credit card to be used are identified elsewhere in this contract. (2) The credit card is not authorized as a method of payment during any period of the System for Award Management (SAM) indicates that the Contractor has delinquent debt that is subject to collection under the Treasury Offset Program (TOP). Information on TOP is available at http://fms.treas.gov/debt/index.html. If the SAM subsequently indicates that the Contractor no longer has delinquent debt, the Contractor may request the Contracting Officer to authorize payment by credit card. (b)Contractor payment request. (1) Except as provided in paragraph (b)(2) of this clause, the Contractor shall make payment requests through a charge to the ordering activity account with the third party, at the time and for the amount due in accordance with those clauses of this contract that authorize the Contractor to submit invoices, contract financing requests, other payment requests, or as provided in other clauses providing for payment to the Contractor. (2) When the Contracting Officer has notified the Contractor that the credit card is no longer an authorized method of payment, the Contractor shall make such payment requests in accordance with instructions provided by the Contracting Officer during the period when the purchase card is not authorized. (c)Payment. The Contractor and the third party shall agree that payments due under this contract shall be made upon submittal of payment requests to the third party in accordance with the terms and conditions of an agreement between the Contractor, the Contractor’s financial agent (if any), and the third party and its agents (if any). No payment shall be due the Contractor until such agreement is made. Payments made or due by the third party under this clause are not payments made by the ordering activity and are not subject to the Prompt Payment Act or any implementation thereof in this contract. (d)Documentation. Documentation of each charge against the ordering activity’s account shall be provided to the Contracting Officer upon request. (e)Assignment of claims. Notwithstanding any other provision of this contract, if any payment is made Contract Clauses for Solicitation FCIS-JB-980001-B Refresh Number 40 Contract Number: GS-35F-0119Y Page: 107 of 176 236 under this clause, then no payment under this contract shall be assigned under the provisions of the assignment of claims terms of this contract or the Assignment of Claims Act of 1940 (31 U.S.C. 3727, 41 U.S.C. 6305). (f)Other payment terms. The other payment terms of this contract shall govern the content and submission of payment requests. If any clause requires information or documents in or with the payment request, that is not provided in the third party agreement referenced in paragraph (c) of this clause, the Contractor shall obtain instructions from the Contracting Officer before submitting such a payment request. 52.232-37 MULTIPLE PAYMENT ARRANGEMENTS (MAY 1999) This contract or agreement provides for payments to the Contractor through several alternative methods. The applicability of specific methods of payment and the designation of the payment office(s) are either stated— (a) Elsewhere in this contract or agreement; or (b) In individual orders placed under this contract or agreement. 52.232-40 PROVIDING ACCELERATED PAYMENTS TO SMALL BUSINESS SUBCONTRACTORS (DEC 2013) (a) Upon receipt of accelerated payments from the Government, the Contractor shall make accelerated payments to its small business subcontractors under this contract, to the maximum extent practicable and prior to when such payment is otherwise required under the applicable contract or subcontract, after receipt of a proper invoice and all other required documentation from the small business subcontractor. (b) The acceleration of payments under this clause does not provide any new rights under the Prompt Payment Act. (c) Include the substance of this clause, including this paragraph (c), in all subcontracts with small business concerns, including subcontracts with small business concerns for the acquisition of commercial items. 52.233-1 DISPUTES (MAY 2014) (a) This contract is subject to 41 U.S.C chapter 71, Contract Disputes. (b) Except as provided in 41 U.S.C chapter 71, all disputes arising under or relating to this contract shall be resolved under this clause. (c) "Claim as used in this clause, means a written demand or written assertion by one of the contracting parties seeking, as a matter of right, the payment of money in a sum certain, the adjustment or interpretation of contract terms, or other relief arising under or relating to this contract. However, a written demand or written assertion by the Contractor seeking the payment of money exceeding $100,000 is not a claim under 41 U.S.C chapter 71 until certified. A voucher, invoice, or other routine request for payment that is not in dispute when submitted is not a claim under 41 U.S.C chapter 71. The submission may be converted to a claim under 41 U.S.C chapter 71, by complying with the submission and certification requirements of this clause, if it is disputed either as to liability or amount or is not acted upon in a reasonable time. (d) (1) A claim by the Contractor shall be made in writing and, unless otherwise stated in this contract, submitted within 6 years after accrual of the claim to the Contracting Officer for a written decision. A claim by the Government against the Contractor shall be subject to a written decision by the Contracting Officer. Contract Clauses for Solicitation FCIS-JB-980001-B Refresh Number 40 Contract Number: GS-35F-0119Y Page: 108 of 176 237 (2) (i) The Contractor shall provide the certification specified in paragraph (d)(2)(iii) of this clause when submitting any claim exceeding $100,000. (ii) The certification requirement does not apply to issues in controversy that have not been submitted as all or part of a claim. (iii) The certification shall state as follows: "I certify that the claim is made in good faith; that the supporting data are accurate and complete to the best of my knowledge and belief; that the amount requested accurately reflects the contract adjustment for which the Contractor believes the Government is liable; and that I am authorized to certify the claim on behalf of the Contractor." (3) The certification may be executed by any person authorized to bind the Contractor with respect to the claim. (e) For Contractor claims of $50,000 or less, the Contracting Officer must, if requested in writing by the Contractor, render a decision within 60 days of the request. For Contractor-certified claims over $50,000, the Contracting Officer must, within 60 days, decide the claim or notify the Contractor of the date by which the decision will be made. (f) The Contracting Officer’s decision shall be final unless the Contractor appeals or files a suit as provided in 41 U.S.C chapter 71. (g) If the claim by the Contractor is submitted to the Contracting Officer or a claim by the Government is presented to the Contractor, the parties, by mutual consent, may agree to use alternative dispute resolution (ADR). If the Contractor refuses an offer for ADR, the Contractor shall inform the Contracting Officer, in writing, of the Contractor's specific reasons for rejecting the offer. (h) The Government shall pay interest on the amount found due and unpaid from (1) the date that the Contracting Officer receives the claim (certified, if required); or (2) the date that payment otherwise would be due, if that date is later, until the date of payment. With regard to claims having defective certifications, as defined in FAR 33.201, interest shall be paid from the date that the Contracting Officer initially receives the claim. Simple interest on claims shall be paid at the rate, fixed by the Secretary of the Treasury as provided in the Act, which is applicable to the period during which the Contracting Officer receives the claim and then at the rate applicable for each 6-month period as fixed by the Treasury Secretary during the pendency of the claim. (i) The Contractor shall proceed diligently with performance of this contract, pending final resolution of any request for relief, claim, appeal, or action arising under the contract, and comply with any decision of the Contracting Officer. 52.233-3 PROTEST AFTER AWARD (AUG 1996) (a) Upon receipt of a notice of protest (as defined in FAR 33.101) or a determination that a protest is likely (see FAR 33.102(d)), the Contracting Officer may, by written order to the Contractor, direct the Contractor to stop performance of the work called for by this contract. 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. Upon receipt of the final decision in the protest, 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 either before or after a final decision in the Contract Clauses for Solicitation FCIS-JB-980001-B Refresh Number 40 Contract Number: GS-35F-0119Y Page: 109 of 176 238 protest, 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 an 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 request 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. (e) The Government's rights to terminate this contract at anytime are not affected by action taken under this clause. (f) If, as the result of the Contractor's intentional or negligent misstatement, misrepresentation, or miscertification, a protest related to this contract is sustained, and the Government pays costs, as provided in FAR 33.102(b)(2), or 33.104(h)(1), the Government may require the Contractor to reimburse the Government the amount of such costs. In addition to any other remedy available, and pursuant to the requirements of Subpart 32.6, the Government may collect this debt by offsetting the amount against any payment due the Contractor under any contract between the Contractor and the Government. 52.233-4 APPLICABLE LAW FOR BREACH OF CONTRACT CLAIM (OCT 2004) United States law will apply to resolve any claim of breach of this contract. 52.237-2 PROTECTION OF GOVERNMENT BUILDINGS, EQUIPMENT, AND VEGETATION (APR 1984) The Contractor shall use reasonable care to avoid damaging existing buildings, equipment, and vegetation on the Government installation. If the Contractor's failure to use reasonable care causes damage to any of this property, the Contractor shall replace or repair the damage at no expense to the Government as the Contracting Officer directs. If the Contractor fails or refuses to make such repair or replacement, the Contractor shall be liable for the cost, which may be deducted from the contract price. 52.237-3 CONTINUITY OF SERVICES (JAN 1991) (DEVIATION – MAY 2003) (a) The Contractor recognizes that the services under this contract are vital to the ordering activity and must be continued without interruption and that, upon contract expiration, a successor, either the ordering activity or another contractor, may continue them. The Contractor agrees to- (1) Furnish phase-in training; and (2) Exercise its best efforts and cooperation to effect an orderly and efficient transition to a successor. Contract Clauses for Solicitation FCIS-JB-980001-B Refresh Number 40 Contract Number: GS-35F-0119Y Page: 110 of 176 239 (b) The Contractor shall, upon the Contracting Officer's written notice, (1) furnish phase-in, phase-out services for up to 90 days after this contract expires and (2) negotiate in good faith a plan with a successor to determine the nature and extent of phase-in, phase-out services required. The plan shall specify a training program and a date for transferring responsibilities for each division of work described in the plan, and shall be subject to the Contracting Officer's approval. The Contractor shall provide sufficient experienced personnel during the phase-in, phase-out period to ensure that the services called for by this contract are maintained at the required level of proficiency. (c) The Contractor shall allow as many personnel as practicable to remain on the job to help the successor maintain the continuity and consistency of the services required by this contract. The Contractor also shall disclose necessary personnel records and allow the successor to conduct on-site interviews with these employees. If selected employees are agreeable to the change, the Contractor shall release them at a mutually agreeable date and negotiate transfer of their earned fringe benefits to the successor. (d) The Contractor shall be reimbursed for all reasonable phase-in, phase-out costs (i.e., costs incurred within the agreed period after contract expiration that result from phase-in, phase-out operations) and a fee (profit) not to exceed a pro rata portion of the fee (profit) under this contract. 52.239-1 PRIVACY OR SECURITY SAFEGUARDS (AUG 1996) (a) The Contractor shall not publish or disclose in any manner, without the Contracting Officer's written consent, the details of any safeguards either designed or developed by the Contractor under this contract or otherwise provided by the Government. (b) To the extent required to carry out a program of inspection to safeguard against threats and hazards to the security, integrity, and confidentiality of Government data, the Contractor shall afford the Government access to the Contractor's facilities, installations, technical capabilities, operations, documentation, records, and databases. (c) If new or unanticipated threats or hazards are discovered by either the Government or the Contractor, or if existing safeguards have ceased to function, the discoverer shall immediately bring the situation to the attention of the other party. 52.242-13 BANKRUPTCY (JUL 1995) In the event the Contractor enters into proceedings relating to bankruptcy, whether voluntary or involuntary, the Contractor agrees to furnish, by certified mail or electronic commerce method authorized by the contract, written notification of the bankruptcy to the Contracting Officer responsible for administering the contract. This notification shall be furnished within five days of the initiation of the proceedings relating to bankruptcy filing. This notification shall include the date on which the bankruptcy petition was filed, the identity of the court in which the bankruptcy petition was filed, and a listing of Government contract numbers and contracting offices for all Government contracts against which final payment has not been made. This obligation remains in effect until final payment under this contract. 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 — Contract Clauses for Solicitation FCIS-JB-980001-B Refresh Number 40 Contract Number: GS-35F-0119Y Page: 111 of 176 240 (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. 52.246-4 INSPECTION OF SERVICES—FIXED-PRICE (AUG 1996) (DEVIATION - MAY 2003) (a) Definition: "Services," as used in this clause, includes services performed, workmanship, and material furnished or utilized in the performance of services. (b) The Contractor shall provide and maintain an inspection system acceptable to the ordering activity covering the services under this contract. Complete records of all inspection work performed by the Contractor shall be maintained and made available to the ordering activity during contract performance and for as long afterwards as the contract requires. (c) The ordering activity has the right to inspect and test all services called for by the contract, to the extent practicable at all times and places during the term of the contract. The ordering activity shall perform inspections and tests in a manner that will not unduly delay the work. (d) If the ordering activity performs inspections or tests on the premises of the Contractor or a subcontractor, the Contractor shall furnish, and shall require subcontractors to furnish, at no increase in contract price, all reasonable facilities and assistance for the safe and convenient performance of these duties. (e) If any of the services do not conform with contract requirements, the ordering activity may require the Contractor to perform the services again in conformity with contract requirements, at no increase in contract amount. When the defects in services cannot be corrected by reperformance, the ordering activity may— (1) Require the Contractor to take necessary action to ensure that future performance conforms to contract requirements; and (2) Reduce the contract price to reflect the reduced value of the services performed. (f) If the Contractor fails to promptly perform the services again or to take the necessary action to Contract Clauses for Solicitation FCIS-JB-980001-B Refresh Number 40 Contract Number: GS-35F-0119Y Page: 112 of 176 241 ensure future performance in conformity with contract requirements, the ordering activity may-- (1) By contract or otherwise, perform the services and charge to the Contractor any cost incurred by the ordering activity that is directly related to the performance of such service; or (2) Terminate the contract for default. 52.247-34 F.O.B. DESTINATION (NOV 1991) (DEVIATION – MAY 2003) (a) The term "f.o.b. destination," as used in this clause, means— (1) Free of expense to the ordering activity, on board the carrier's conveyance, at a specified delivery point where the consignee's facility (plant, warehouse, store, lot, or other location to which shipment can be made) is located; and (2) Supplies shall be delivered to the destination consignee's wharf (if destination is a port city and supplies are for export), warehouse unloading platform, or receiving dock, at the expense of the Contractor. The ordering activity shall not be liable for any delivery, storage, demurrage, accessorial, or other charges involved before the actual delivery (or "constructive placement" as defined in carrier tariffs) of the supplies to the destination, unless such charges are caused by an act or order of the ordering activity acting in its contractual capacity. If rail carrier is used, supplies shall be delivered to the specified unloading platform of the consignee. If motor carrier (including "piggyback") is used, supplies shall be delivered to truck tailgate at the unloading platform of the consignee, except when the supplies delivered meet the requirements of Item 568 of the National Motor Freight Classification for "heavy or bulky freight." When supplies meeting the requirements of the referenced Item 568 are delivered, unloading (including movement to the tailgate) shall be performed by the consignee, with assistance from the truck driver, if requested. If the Contractor uses rail carrier or freight forwarder for less than carload shipments, the Contractor shall ensure that the carrier will furnish tailgate delivery, when required, if transfer to truck is required to complete delivery to consignee. (b) The Contractor shall— (1) (i) Pack and mark the shipment to comply with contract specifications; or (ii) In the absence of specifications, prepare the shipment in conformance with carrier requirements; (2) Prepare and distribute commercial bills of lading; (3) Deliver the shipment in good order and condition to the point of delivery specified in the contract; (4) Be responsible for any loss of and/or damage to the goods occurring before receipt of the shipment by the consignee at the delivery point specified in the contract; (5) Furnish a delivery schedule and designate the mode of delivering carrier; and (6) Pay and bear all charges to the specified point of delivery. 52.247-38 F.o.b. Inland Carrier, Point of Exportation (FEB 2006) (DEVIATION – FEB 2007) (a) The term “f.o.b. inland carrier, point of exportation,” as used in this clause, means free of expense to the ordering activity, on board the conveyance of the inland carrier, delivered to the specified point of Contract Clauses for Solicitation FCIS-JB-980001-B Refresh Number 40 Contract Number: GS-35F-0119Y Page: 113 of 176 242 exportation. (b) The Contractor shall— (1) (i) Pack and mark the shipment to comply with contract specifications; or (ii) In the absence of specifications, prepare the shipment for ocean transportation in conformance with carrier requirements to protect the goods and to ensure assessment of the lowest applicable transportation charge; (2) Prepare and distribute commercial bills of lading or other transportation receipt; (3) (i) Deliver the shipment in good order and condition in or on the conveyance of the carrier on the date or within the period specified; and (ii) Pay and bear all applicable charges, including transportation costs, to the point of delivery specified in the contract; (4) Be responsible for any loss of and/or damage to the goods occurring before delivery of the shipment to the point of delivery in the contract; and (5) At the ordering activity’s request and expense, assist in obtaining the documents required for— (i) Exportation; or (ii) Importation at destination. 52.247-39 F.O.B. INLAND POINT, COUNTRY OF IMPORTATION (APR 1984) (a) The term "f.o.b. inland point, country of importation," as used in this clause, means free of expense to the Government, on board the indicated type of conveyance of the carrier, delivered to the specified inland point where the consignee's facility is located. (b) The Contractor shall— (1) (i) Pack and mark the shipment to comply with contract specifications; or (ii) In the absence of specifications, prepare the shipment for ocean transportation in conformance with carrier requirements to protect the goods; (2) (i) Deliver, in or on the inland carrier's conveyance, the shipment in good order and condition to the specified inland point where the consignee's facility is located; and (ii) Pay and bear all applicable charges incurred up to the point of delivery, including transportation costs; export, import, or other fees or taxes; costs of landing; wharfage costs; customs duties and costs of certificates of origin; consular invoices; and other documents that may be required for importation; and (3) Be responsible for any loss of and/or damage to the goods until their arrival on or in the carrier's conveyance at the specified inland point. 52.251-1 GOVERNMENT SUPPLY SOURCES (APR 2012) The Contracting Officer may issue the Contractor an authorization to use Government supply sources in the Contract Clauses for Solicitation FCIS-JB-980001-B Refresh Number 40 Contract Number: GS-35F-0119Y Page: 114 of 176 243 performance of this contract. Title to all property acquired by the Contractor under such an authorization shall vest in the Government unless otherwise specified in the contract. The provisions of the clause at FAR 52.245-1, Government Property, apply to all property acquired under such authorization. 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): For contract clauses which are contained in the Federal Acquisition Regulation (FAR) the address is http://acquisition.gov/far/. Number Title Clause/Provision 52.202-1 DEFINITIONS (NOV 2013)Clause 52.203-17 CONTRACTOR EMPLOYEE WHISTLEBLOWER RIGHTS AND REQUIREMENT TO INFORM EMPLOYEES OF WHISTLEBLOWER RIGHTS (APR 2014) Clause 52.203-3 GRATUITIES (APR 1984)Clause 52.204-19 INCORPORATION BY REFERENCE OF REPRESENTATIONS AND CERTIFICATIONS (DEC 2014) Clause 52.204-4 PRINTED OR COPIED DOUBLE-SIDED ON POSTCONSUMER FIBER CONTENT PAPER (MAY 2011) Clause 52.204-7 SYSTEM FOR AWARD MANAGEMENT (JUL 2013) Clause 52.204-9 PERSONAL IDENTITY VERIFICATION OF CONTRACTOR PERSONNEL (JAN 2011) Clause 52.207-5 OPTION TO PURCHASE EQUIPMENT (FEB 1995) Clause 52.209-10 PROHIBITION ON CONTRACTING WITH INVERTED DOMESTIC CORPORATIONS (NOV 2015) Clause 52.211-16 VARIATION IN QUANTITY (APR 1984) Clause 52.212-4 CONTRACT TERMS AND CONDITIONS--COMMERCIAL ITEMS (MAY 2015) (DEVIATION I -- FEB 2007) Clause 52.212-4 CONTRACT TERMS AND CONDITIONS--COMMERCIAL ITEMS (MAY 2015) (ALTERNATE I -- MAY 2014) (DEVIATION I -- FEB 2007) Clause 52.215-21 REQUIREMENTS FOR CERTIFIED COST OR PRICING DATA AND DATA OTHER THAN CERTIFIED COST OR PRICING DATA--MODIFICATIONS Clause Contract Clauses for Solicitation FCIS-JB-980001-B Refresh Number 40 Contract Number: GS-35F-0119Y Page: 115 of 176 244 (OCT 2010) (ALTERNATE IV - OCT 2010) 52.216-19 ORDER LIMITATIONS (OCT 1995) (DEVIATED II - FEB 2007) Clause 52.216-22 INDEFINITE QUANTITY (OCT 1995) Clause 52.217-8 OPTION TO EXTEND SERVICES (NOV 1999) Clause 52.222-1 NOTICE TO THE GOVERNMENT OF LABOR DISPUTES (FEB 1997) Clause 52.222-29 NOTIFICATION OF VISA DENIAL (APR 2015) Clause 52.223-10 WASTE REDUCTION PROGRAM (MAY 2011) Clause 52.223-17 AFFIRMATIVE PROCUREMENT OF EPA-DESIGNATED ITEMS IN SERVICE AND CONSTRUCTION CONTRACTS (MAY 2008) Clause 52.223-19 COMPLIANCE WITH ENVIRONMENTAL MANAGEMENT SYSTEMS (MAY 2011) Clause 52.223-2 AFFIRMATIVE PROCUREMENT OF BIOBASED PRODUCTS UNDER SERVICE AND CONSTRUCTION CONTRACTS (SEP 2013) Clause 52.223-5 POLLUTION PREVENTION AND RIGHT-TO-KNOW INFORMATION (MAY 2011) Clause 52.224-1 PRIVACY ACT NOTIFICATION (APR 1984) Clause 52.224-2 PRIVACY ACT (APR 1984)Clause 52.227-14 RIGHTS IN DATA--GENERAL (MAY 2014) Clause 52.228-5 INSURANCE--WORK ON A GOVERNMENT INSTALLATION (JAN 1997) Clause 52.229-1 STATE AND LOCAL TAXES (APR 1984) (DEVIATION I - MAY 2003) Clause 52.229-3 FEDERAL, STATE, AND LOCAL TAXES (FEB 2013) (DEVIATION I - FEB 2007) Clause 52.232-34 PAYMENT BY ELECTRONIC FUNDS TRANSFER--OTHER THAN SYSTEM FOR AWARD MANAGEMENT (JUL 2013) (DEVIATION I - FEB 2007) Clause 52.232-36 PAYMENT BY THIRD PARTY (MAY 2014) (DEVIATION I - MAY 2003) Clause 52.232-37 MULTIPLE PAYMENT ARRANGEMENTS (MAY 1999) Clause Contract Clauses for Solicitation FCIS-JB-980001-B Refresh Number 40 Contract Number: GS-35F-0119Y Page: 116 of 176 245 52.233-1 DISPUTES (MAY 2014)Clause 52.237-2 PROTECTION OF GOVERNMENT BUILDINGS, EQUIPMENT, AND VEGETATION (APR 1984) Clause 52.237-3 CONTINUITY OF SERVICES (JAN 1991) (DEVIATION I - MAY 2003) Clause 52.242-13 BANKRUPTCY (JUL 1995)Clause 52.242-15 STOP-WORK ORDER (AUG 1989) Clause 52.246-4 INSPECTION OF SERVICES--FIXED-PRICE (AUG 1996) (DEVIATION I - MAY 2003) Clause 52.247-34 F.O.B. DESTINATION (NOV 1991) (DEVIATION I - MAY 2003) Clause 52.247-38 F.O.B. INLAND CARRIER, POINT OF EXPORTATION (FEB 2006) (DEVIATION I - FEB 2007) Clause 52.247-39 F.O.B. INLAND POINT, COUNTRY OF IMPORTATION (APR 1984) Clause 52.251-1 GOVERNMENT SUPPLY SOURCES (APR 2012) Clause 552.211-73 MARKING (FEB 1996)Clause 552.211-75 PRESERVATION, PACKAGING, AND PACKING (FEB 1996) (ALTERNATE I - MAY 2003) Clause 552.211-77 PACKING LIST (FEB 1996) (ALTERNATE I - MAY 2003) Clause 552.212-70 PREPARATION OF OFFER (MULTIPLE AWARD SCHEDULE) (AUG 1997) Clause 552.229-71 FEDERAL EXCISE TAX--DC GOVERNMENT (SEP 1999) Clause 552.232-74 INVOICE PAYMENTS (SEP 1999) Clause 552.232-79 PAYMENT BY CREDIT CARD (MAY 2003) Clause 552.232-81 PAYMENTS BY NON-FEDERAL ORDERING ACTIVITIES (MAY 2003) Clause 552.232-83 CONTRACTOR'S BILLING RESPONSIBILITIES (MAY 2003) Clause 552.238-73 CANCELLATION (SEP 1999)Clause 552.238-77 DEFINITION (FEDERAL SUPPLY SCHEDULES) - NON-FEDERAL ENTITY (JUL 2016) Clause 552.238-79 USE OF FEDERAL SUPPLY SCHEDULE CONTRACTS BY CERTAIN ENTITIES - COOPERATIVE PURCHASING (JUL 2016) Clause 552.252-6 AUTHORIZED DEVIATIONS IN CLAUSES (SEP 1999) (DEVIATION FAR 52.252-6) Clause Contract Clauses for Solicitation FCIS-JB-980001-B Refresh Number 40 Contract Number: GS-35F-0119Y Page: 117 of 176 246 C-FSS-412 CHARACTERISTICS OF ELECTRIC CURRENT (MAY 2000) Clause D-FSS-471 MARKING AND DOCUMENTATION REQUIREMENTS PER SHIPMENT (APR 1984) Clause D-FSS-477 TRANSSHIPMENTS (APR 1984) Clause I-FSS-314 FOREIGN TAXES AND DUTIES (DEC 1990) Clause I-FSS-594 PARTS AND SERVICE (OCT 1988) Clause 552.203-71 RESTRICTION ON ADVERTISING (SEP 1999) The Contractor shall not refer to this contract in commercial advertising or similar promotions in such a manner as to state or imply that the product or service provided is endorsed or preferred by the White House, the Executive Office of the President, or any other element of the Federal Government, or is considered by these entities to be superior to other products or services. Any advertisement by the Contractor, including price-off coupons, that refers to a military resale activity shall contain the following statement: "This advertisement is neither paid for nor sponsored, in whole or in part, by any element of the United States Government." 552.211-15 Defense Priorities and Allocations System Requirements (SEP 2004) (a)Definitions. Approved program means a program determined to be necessary or appropriate for priorities and allocation support to promote the national defense by the Secretary of Defense, the Secretary of Energy, or the Department of Homeland Security Under Secretary for Emergency Preparedness and Response under the authority of the Defense Production Act, the Stafford Act, and Executive Order 12919, or the Selective Service Act and related statutes, and Executive Order 12742. See Schedule 1 of 15 CFR part 700 for a list of Delegate Agencies, approved programs, and program identification symbols at http://www.bis.doc.gov/DefenseIndustrialBasePrograms/OSIES/DPAS/Default.htm. Defense Priorities and Allocations System (DPAS)means the regulation published at 15 CFR part 700 that requires preferential treatment for certain contracts and orders placed by a Delegate Agency in support of an approved program. Delegate Agency means an agency of the U.S. Government authorized by delegation from the Department of Commerce (DOC) to place priority ratings on contracts or orders needed to support approved programs. Rated order means, for the purpose of this contract, a delivery or task order issued in accordance with the provisions of the DPAS regulation (15 CFR part 700). (b)Rated Order Requirement. From time to time, the Contractor may receive a rated order under this contract from a Delegate Agency. The Contractor must give preferential treatment to rated orders as required by the Defense Priorities and Allocations System (DPAS) regulation (15 CFR part 700). The existence of previously accepted unrated or lower rated orders is not sufficient reason to reject a rated order. Rated orders take preference over all unrated orders as necessary to meet required delivery dates. There are two levels of ratings designated by the symbol of either “DO” or “DX.” All “DO” rated orders have equal priority with each other and take preference over unrated orders. All “DX” rated orders have equal priority with each other and take preference over “DO” rated orders and unrated orders. The rating designation is followed by a program identification symbol. Program identification symbols indicate which approved program is supported by the rated order (see Schedule 1 of 15 CFR part 700 for a list of Delegate Contract Clauses for Solicitation FCIS-JB-980001-B Refresh Number 40 Contract Number: GS-35F-0119Y Page: 118 of 176 247 Agencies, approved programs, and program identification symbols). (c)Additional information. Additional information may be obtained at the DOC DPAS website http://www.bis.doc.gov/DefenseIndustrialBasePrograms/OSIES/DPAS/Default.htm or by contacting the designated Administrative Contracting Officer. 552.211-73 MARKING (FEB 1996) (a)General requirements. Interior packages, if any, and exterior shipping containers shall be marked as specified elsewhere in the contract. Additional marking requirements may be specified on delivery orders issued under the contract. If not otherwise specified, interior packages and exterior shipping containers shall be marked in accordance with the following standards. (1)Deliveries to civilian activities.Supplies shall be marked in accordance with Federal Standard 123, edition in effect on the date of issuance of the solicitation. (2)Deliveries to military activities. Supplies shall be marked in accordance with Military Standard 129, edition in effect on the date of issuance of the solicitation. (b)Improperly marked material. When Government inspection and acceptance are at destination, and delivered supplies are not marked in accordance with contract requirements, the Government has the right, without prior notice to the Contractor to perform the required marking, by contract or otherwise, and charge the Contractor, therefor at the rate specified elsewhere in this contract. This right is not exclusive, and is in addition to other rights or remedies provided for in this contract. 552.211-75 PRESERVATION, PACKAGING, AND PACKING (FEB 1996) (ALTERNATE I - MAY 2003) Unless otherwise specified, all items shall be preserved, packaged, and packed in accordance with normal commercial practices, as defined in the applicable commodity specification. Packaging and packing shall comply with the requirements of the Uniform Freight Classification and the National Motor Freight Classification (issue in effect at time of shipment) and each shipping container of each item in a shipment shall be of uniform size and content, except for residual quantities. Where special or unusual packing is specified in an order, but not specifically provided for by the contract, such packing details must be the subject of an agreement independently arrived at between the ordering activity and the Contractor. 552.211-77 PACKING LIST (FEB 1996) (ALTERNATE I – MAY 2003) (a) A packing list or other suitable shipping document shall accompany each shipment and shall indicate: (1) Name and address of consignor; (2) Name and complete address of consignee; (3) Ordering activity order or requisition number; (4) Government bill of lading number covering the shipment (if any); and (5) Description of the material shipped, including item number, quantity, number of containers, and package number (if any). (b) When payment will be made by Ordering activity commercial credit card, in addition to the information in (a) above, the packing list or shipping document shall include: (1) Cardholder name and telephone number; and (2) the term "Credit Card." 552.211-78 COMMERCIAL DELIVERY SCHEDULE (MULTIPLE AWARD SCHEDULE) (FEB 1996) (a) Time of Delivery. The Contractor shall deliver to destination within the number of calendar days Contract Clauses for Solicitation FCIS-JB-980001-B Refresh Number 40 Contract Number: GS-35F-0119Y Page: 119 of 176 248 after receipt of order (ARO) in the case of F.O.B. Destination prices; or to place of shipment in transit in the case of F.O.B. Origin prices, as set forth below. Offerors shall insert in the “Time of Delivery (days ARO)” column in the schedule of Items a definite number of calendar days within which delivery will be made. In no case shall the offered delivery time exceed the Contractor's normal commercial practice. The Government requires the Contractor's normal commercial delivery time, as long as it is less than the “stated” delivery time(s) shown below. If the Offeror does not insert a delivery time in the schedule of items, the Offeror will be deemed to offer delivery in accordance with the Government's stated delivery time, as stated below: ITEMS OR GROUP OF ITEMS (Special item No. or nomenclature) GOVERNMENT STATED DELIVERY TIME (Days ARO) CONTRACTOR’S NORMAL COMMERCIAL DELIVERY TIME ..__________ ..__________ ..__________ (b) Expedited Delivery Times. For those items that can be delivered quicker than the delivery times in paragraph (a), above, the Offeror is requested to insert below, a time (hours/days ARO) that delivery can be made when expedited delivery is requested. ITEM OR GROUP OF ITEMS (Special Item No. of nomenclature) Expedited Delivery Time (Hours/Days ARO) ____________ ____________ ____________ (c) Overnight and 2-Day Delivery Times. Ordering activities may require overnight or 2—day delivery. The Offeror is requested to annotate its price list or by separate attachment identify the items that can be delivered overnight or within 2 days. Contractors offering such delivery services will be required to state in the cover sheet to its FSS price list details concerning this service. 552.212-4 CONTRACT TERMS AND CONDITIONS – COMMERCIAL ITEMS (MAY 2015) (ALTERNATE II – JUL 2009) (FAR DEVIATION – JUL 2015) (TAILORED) (a)Inspection/Acceptance. The Contractor shall only tender for acceptance those items that conform to the requirements of this contract. The Ordering activity reserves the right to inspect or test any supplies or services that have been tendered for acceptance. The Ordering activity may require repair or replacement of nonconforming supplies or reperformance of nonconforming services at no increase in Contract Clauses for Solicitation FCIS-JB-980001-B Refresh Number 40 Contract Number: GS-35F-0119Y Page: 120 of 176 249 contract price. If repair/replacement or reperformance will not correct the defects or is not possible, the Ordering activity may seek an equitable price reduction or adequate consideration for acceptance of nonconforming supplies or services. The Ordering activity must exercise its postacceptance rights (1) within a reasonable time after the defect was discovered or should have been discovered; and (2) before any substantial change occurs in the condition of the item, unless the change is due to the defect in the item. (b)Assignment. The Contractor or its assignee may assign its rights to receive payment due as a result of performance of this contract to a bank, trust company, or other financing institution, including any Federal lending agency in accordance with the Assignment of Claims Act (31 U.S.C.3727). However, when a third party makes payment (e.g., use of the Governmentwide commercial purchase card), the Contractor may not assign its rights to receive payment under this contract. (c)Changes. Changes in the terms and conditions of this contract may be made only by written agreement of the parties. (d)Disputes. This contract is subject 41 U.S.C.chapter 71, Contract Disputes. Failure of the parties to this contract to reach agreement on any request for equitable adjustment, claim, appeal or action arising under or relating to this contract shall be a dispute to be resolved in accordance with the clause at FAR 52.233-1, Disputes, which is incorporated herein by reference. The Contractor shall proceed diligently with performance of this contract, pending final resolution of any dispute arising under the contract. (e)Definitions. The clause at FAR 52.202-1, Definitions, is incorporated herein by reference. (f)Excusable delays. The Contractor shall be liable for default unless nonperformance is caused by an occurrence beyond the reasonable control of the Contractor and without its fault or negligence such as, acts of God or the public enemy, acts of the Ordering activity in either its sovereign or contractual capacity, fires, floods, epidemics, quarantine restrictions, strikes, unusually severe weather, and delays of common carriers. The Contractor shall notify the Contracting Officer in writing as soon as it is reasonably possible after the commencement of any excusable delay, setting forth the full particulars in connection therewith, shall remedy such occurrence with all reasonable dispatch, and shall promptly give written notice to the Contracting Officer of the cessation of such occurrence. (g)Invoice.# (1) The Contractor shall submit an original invoice and three copies (or electronic invoice, if authorized) to the address designated in the contract to receive invoices. An invoice must include – (i) Name and address of the Contractor; (ii) Invoice date and number; (iii) Contract number, contract line item number and, if applicable, the order number; (iv) Description, quantity, unit of measure, unit price and extended price of the items delivered; (v) Shipping number and date of shipment, including the bill of lading number and weight of shipment if shipped on Government bill of lading; (vi) Terms of any discount for prompt payment offered; (vii) Name and address of official to whom payment is to be sent; (viii) Name, title, and phone number of person to notify in event of defective invoice; and (ix) Taxpayer Identification Number (TIN). The Contractor shall include its TIN on the invoice only if required elsewhere in this contract. (x) Electronic funds transfer (EFT) banking information. Contract Clauses for Solicitation FCIS-JB-980001-B Refresh Number 40 Contract Number: GS-35F-0119Y Page: 121 of 176 250 (A) The Contractor shall include EFT banking information on the invoice only if required elsewhere in this contract. (B) If EFT banking information is not required to be on the invoice, in order for the invoice to be a proper invoice, the Contractor shall have submitted correct EFT banking information in accordance with the applicable solicitation provision, contract clause (e.g., 52.232-33, Payment by Electronic Funds Transfer – System for Award Management, or 52.232-34, Payment by Electronic Funds Transfer – Other Than System for Award Management), or applicable agency procedures. (C) EFT banking information is not required if the Government waived the requirement to pay by EFT. (2) The due date for making invoice payments by the designated payment office is the later of the following two events: (i) The 10th day after the designated billing office receives a proper invoice from the Contractor. If the designated billing office fails to annotate the invoice with the date of receipt at the time of receipt, the invoice payment due date shall be the 10th day after the date of the Contractor’s invoice; provided the Contractor submitted a proper invoice and no disagreement exists over quantity, quality, or Contractor compliance with contract requirements. (ii) The 10th day after Government acceptance of supplies delivered or services performed by the Contractor. (h)Patent indemnity. The Contractor shall indemnify the Ordering activity and its officers, employees and agents against liability, including costs, for actual or alleged direct or contributory infringement of, or inducement to infringe, any United States or foreign patent, trademark or copyright, arising out of the performance of this contract, provided the Contractor is reasonably notified of such claims and proceedings. (i)Payment. (1)Items accepted.Payment shall be made for items accepted by the Government that have been delivered to the delivery destinations set forth in this contract. (2)Prompt payment. The Government will make payment in accordance with the Prompt Payment Act (31 U.S.C.3903) and prompt payment regulations at 5 CFR part 1315. (3)Electronic Funds Transfer (EFT). If the Government makes payment by EFT, see 52.212-5(b) for the appropriate EFT clause. (4)Discount. In connection with any discount offered for early payment, time shall be computed from the date of the invoice. For the purpose of computing the discount earned, payment shall be considered to have been made on the date which appears on the payment check or the specified payment date if an electronic funds transfer payment is made. (5)Overpayments.If the Contractor becomes aware of a duplicate contract financing or invoice payment or that the Government has otherwise overpaid on a contract financing or invoice payment, the Contractor shall-- (i) Remit the overpayment amount to the payment office cited in the contract along with a description of the overpayment including the- (A) Circumstances of the overpayment (e.g., duplicate payment, erroneous payment, liquidation errors, date(s) of overpayment); (B) Affected contract number and delivery order number, if applicable; Contract Clauses for Solicitation FCIS-JB-980001-B Refresh Number 40 Contract Number: GS-35F-0119Y Page: 122 of 176 251 (C) Affected contract line item or subline item, if applicable; and (D) Contractor point of contact. (ii) Provide a copy of the remittance and supporting documentation to the Contracting Officer. (6)Interest. (i) All amounts that become payable by the Contractor to the Government under this contract shall bear simple interest from the date due until paid unless paid within 30 days of becoming due. The interest rate shall be the interest rate established by the Secretary of the Treasury as provided in 41 U.S.C.7109, which is applicable to the period in which the amount becomes due, as provided in (i)(6)(v) of this clause, and then at the rate applicable for each six-month period as fixed by the Secretary until the amount is paid. (ii) The Government may issue a demand for payment to the Contractor upon finding a debt is due under the contract. (iii) Final decisions. The Contracting Officer will issue a final decision as required by 33.211 if - (A) The Contracting Officer and the Contractor are unable to reach agreement on the existence or amount of a debt within 30 days; (B) The Contractor fails to liquidate a debt previously demanded by the Contracting Officer within the timeline specified in the demand for payment unless the amounts were not repaid because the Contractor has requested an installment payment agreement; or (C) The Contractor requests a deferment of collection on a debt previously demanded by the Contracting Officer (see 32.607-2). (iv) If a demand for payment was previously issued for the debt, the demand for payment included in the final decision shall identify the same due date as the original demand for payment. (v) Amounts shall be due at the earliest of the following dates: (A) The date fixed under this contract. (B) The date of the first written demand for payment, including any demand for payment resulting from a default termination. (vi) The interest charge shall be computed for the actual number of calendar days involved beginning on the due date and ending on- (A) The date on which the designated office receives payment from the Contractor; (B) The date of issuance of a Government check to the Contractor from which an amount otherwise payable has been withheld as a credit against the contract debt; or (C) The date on which an amount withheld and applied to the contract debt would otherwise have become payable to the Contractor. (vii) The interest charge made under this clause may be reduced under the procedures prescribed in 32.608-2 of the Federal Acquisition Regulation in effect on the date of this contract. (j)Risk of loss. Unless the contract specifically provides otherwise, risk of loss or damage to the supplies provided under this contract shall remain with the Contractor until, and shall pass to the Contract Clauses for Solicitation FCIS-JB-980001-B Refresh Number 40 Contract Number: GS-35F-0119Y Page: 123 of 176 252 Ordering activity upon: (1) Delivery of the supplies to a carrier, if transportation is f.o.b. origin; or (2) Delivery of the supplies to the Ordering activity at the destination specified in the contract, if transportation is f.o.b. destination. (k)Taxes. The contract price includes all applicable Federal, State, and local taxes and duties. (l)Termination for the Ordering activity’s convenience. The Ordering activity reserves the right to terminate this contract, or any part hereof, for its sole convenience. In the event of such termination, the Contractor shall immediately stop all work hereunder and shall immediately cause any and all of its suppliers and subcontractors to cease work. Subject to the terms of this contract, the Contractor shall be paid a percentage of the contract price reflecting the percentage of the work performed prior to the notice of termination, plus reasonable charges the Contractor can demonstrate to the satisfaction of the Ordering activity using its standard record keeping system, have resulted from the termination. The Contractor shall not be required to comply with the cost accounting standards or contract cost principles for this purpose. This paragraph does not give the Ordering activity any right to audit the Contractor's records. The Contractor shall not be paid for any work performed or costs incurred which reasonably could have been avoided. (m)Termination for cause. The Ordering activity may terminate this contract, or any part hereof, for cause in the event of any default by the Contractor, or if the Contractor fails to comply with any contract terms and conditions, or fails to provide the Ordering activity, upon request, with adequate assurances of future performance. In the event of termination for cause, the Ordering activity shall not be liable to the Contractor for any amount for supplies or services not accepted, and the Contractor shall be liable to the Ordering activity for any and all rights and remedies provided by law. If it is determined that the Ordering activity improperly terminated this contract for default, such termination shall be deemed a termination for convenience. (n)Title. Unless specified elsewhere in this contract, title to items furnished under this contract shall pass to the Ordering activity upon acceptance, regardless of when or where the Ordering activity takes physical possession. (o)Warranty. The Contractor warrants and implies that the items delivered hereunder are merchantable and fit for use for the particular purpose described in this contract. (p)Limitation of liability. Except as otherwise provided by an express warranty, the Contractor will not be liable to the Ordering activity for consequential damages resulting from any defect or deficiencies in accepted items. (q)Other compliances. The Contractor shall comply with all applicable Federal, State and local laws, executive orders, rules and regulations applicable to its performance under this contract. (r)Compliance with laws unique to Government contracts. The Contractor agrees to comply with 31 U.S.C.1352 relating to limitations on the use of appropriated funds to influence certain Federal contracts;18 U.S.C.431 relating to officials not to benefit;40 U.S.C.chapter 37, Contract Work Hours and Safety Standards;41 U.S.C.chapter 87, Kickbacks;41 U.S.C.4712 and 10 U.S.C.2409 relating to whistleblower protections;49 U.S.C.40118, Fly American; and 41 U.S.C.chapter 21 relating to procurement integrity. (s)Order of precedence.Any inconsistencies in this solicitation or contract shall be resolved by giving precedence in the following order: (1) The schedule of supplies/services. (2) The Assignments, Disputes, Payments, Invoice, Other Compliances, Compliance with Laws Unique to Government Contracts, Unauthorized Obligations, and Commercial Supplier Contract Clauses for Solicitation FCIS-JB-980001-B Refresh Number 40 Contract Number: GS-35F-0119Y Page: 124 of 176 253 Agreements – Unenforceable Clauses paragraphs of this clause, (3) The clause at 52.212-5, (4) Solicitation provisions if this is a solicitation. (5) Other paragraphs of this clause. (6) Addenda to this solicitation or contract, including any license agreements for computer software. (7) The Standard Form 1449. (8) Other documents, exhibits, and attachments. (9) The specification. (t)System for Award Management (SAM). (1) Unless exempted by an addendum to this contract, the Contractor is responsible during performance and through final payment of any contract for the accuracy and completeness of the data within the SAM database, and for any liability resulting from the Ordering activity’s reliance on inaccurate or incomplete data. To remain registered in the SAM database after the initial registration, the Contractor is required to review and update on an annual basis from the date of initial registration or subsequent updates its information in the SAM database to ensure it is current, accurate and complete. Updating information in the SAM does not alter the terms and conditions of this contract and is not a substitute for a properly executed contractual document. (2) (i) If a Contractor has legally changed its business name, “doing business as” name, or division name (whichever is shown on the contract), or has transferred the assets used in performing the contract, but has not completed the necessary requirements regarding novation and change-of-name agreements in FAR Subpart 42.12, the Contractor shall provide the responsible Contracting Officer a minimum of one business day’s written notification of its intention to (A) change the name in the SAM database; (B) comply with the requirements of Subpart 42.12; and (C) agree in writing to the timeline and procedures specified by the responsible Contracting Officer. The Contractor must provide with the notification sufficient documentation to support the legally changed name. (ii) If the Contractor fails to comply with the requirements of paragraph (t)(2)(i) of this clause, or fails to perform the agreement at paragraph (t)(2)(i)(C) of this clause, and, in the absence of a properly executed novation or change-of-name agreement, the SAM information that shows the Contractor to be other than the Contractor indicated in the contract will be considered to be incorrect information within the meaning of the “Suspension of Payment” paragraph of the electronic funds transfer (EFT) clause of this contract. (3) The Contractor shall not change the name or address for EFT payments or manual payments, as appropriate, in the SAM record to reflect an assignee for the purpose of assignment of claims (see Subpart 32.8, Assignment of Claims). Assignees shall be separately registered in the SAM database. Information provided to the Contractor’s SAM record that indicates payments, including those made by EFT, to an ultimate recipient other than that Contractor will be considered to be incorrect information within the meaning of the “Suspension of payment” paragraph of the EFT clause of this contract. (4) Offerors and Contractors may obtain information on registration and annual confirmation requirements via SAM accessed through https://www.acquisition.gov. (u)Unauthorized Obligations Contract Clauses for Solicitation FCIS-JB-980001-B Refresh Number 40 Contract Number: GS-35F-0119Y Page: 125 of 176 254 (1) Except as stated in paragraph (u)(2) of this clause, when any supply or service acquired under this contract is subject to any commercial supplier agreement (as defined in 502.101) that includes any language, provision, or clause requiring the Government to indemnify the Contractor or any person or entity for damages, costs, fees, or any other loss or liability that would create an Anti-Deficiency Act violation (31 U.S.C. 1341), the following shall govern: (i) Any such language, provision, or clause is unenforceable against the Government. (ii) Neither the Government nor any Government authorized end user shall be deemed to have agreed to such clause by virtue of it appearing in the commercial supplier agreement. If the commercial supplier agreement is invoked through an “I agree” click box or other comparable mechanism (e.g., “click-wrap” or “browse-wrap” agreements), execution does not bind the Government or any Government authorized end user to such clause. (iii) Any such language, provision, or clause is deemed to be stricken from the commercial supplier agreement. (2) Paragraph (u)(1) of this clause does not apply to indemnification by the Government that is expressly authorized by statute and specifically authorized under applicable agency regulations and procedures. (v)Incorporation by reference. The Contractor’s representations and certifications, including those completed electronically via the System for Award Management (SAM), are incorporated by reference into the contract. (w) Commercial supplier agreements – unenforceable clauses When any supply or service acquired under this contract is subject to a commercial supplier agreement (as defined in 502.101), the following language shall be deemed incorporated into the commercial supplier agreement. As used herein, “this agreement” means the commercial supplier agreement: (1) Notwithstanding any other provision of this agreement, when the end user is an agency or instrumentality of the U.S. Government, the following shall apply: (i)Applicability. This agreement is a part of a contract between the commercial supplier and the U.S. Government for the acquisition of the supply or service that necessitates a license (including all contracts, task orders, and delivery orders under FAR Part 12). (ii)End user. This agreement shall bind the ordering activity as end user but shall not operate to bind a Government employee or person acting on behalf of the Government in his or her personal capacity. (iii)Law and disputes. This agreement is governed by Federal law. (A) Any language purporting to subject the U.S. Government to the laws of a U.S. state, U.S. territory, district, or municipality, or a foreign nation, except where Federal law expressly provides for the application of such laws, is hereby deleted. (B) Any language requiring dispute resolution in a specific forum or venue that is different from that prescribed by applicable Federal law is hereby deleted. (C) Any language prescribing a different time period for bringing an action than that prescribed by applicable Federal law in relation to a dispute is hereby deleted. (iv)Continued performance. If the supplier or licensor believes the ordering activity to be in breach of the agreement, it shall pursue its rights under the Contract Disputes Act or Contract Clauses for Solicitation FCIS-JB-980001-B Refresh Number 40 Contract Number: GS-35F-0119Y Page: 126 of 176 255 other applicable Federal statute while continuing performance as set forth in subparagraph (d) (Disputes). (v)Arbitration; equitable or injunctive relief. In the event of a claim or dispute arising under or relating to this agreement, (A) binding arbitration shall not be used unless specifically authorized by agency guidance, and (B) equitable or injunctive relief, including the award of attorney fees, costs or interest, may be awarded against the U.S. Government only when explicitly provided by statute (e.g., Prompt Payment Act or Equal Access to Justice Act). (vi) Additional terms. (A) This commercial supplier agreement may unilaterally incorporate additional terms by reference. Terms may be included by reference using electronic means (e.g., via web links, click and accept, etc). Such terms shall be enforceable only to the extent that: (1) When included by reference using electronic means, the terms are readily available at referenced locations; and (2) Terms do not materially change government obligations; and (3) Terms do not increase government prices; and (4) Terms do not decrease overall level of service; and (5) Terms do not limit any other Government rights addressed elsewhere in this contract. (B) The order of precedence clause of this contract notwithstanding, any software license terms unilaterally revised subsequent to award that is inconsistent with any material term or provision of this contract is not enforceable against the government. (vii)No automatic renewals. If any license or service tied to periodic payment is provided under this agreement (e.g., annual software maintenance or annual lease term), such license or service shall not renew automatically upon expiration of its current term without prior express Government approval. (viii)Indemnification. Any clause of this agreement requiring the commercial supplier or licensor to defend or indemnify the end user is hereby amended to provide that the U.S. Department of Justice has the sole right to represent the United States in any such action, in accordance with 28 U.S.C. 516. (ix)Audits.Any clause of this agreement permitting the commercial supplier or licensor to audit the end user’s compliance with this agreement is hereby amended as follows: (A) Discrepancies found in an audit may result in a charge by the commercial supplier or licensor to the ordering activity. Any resulting invoice must comply with the proper invoicing requirements specified in the underlying Government contract or order. (B) This charge, if disputed by the ordering activity, will be resolved through the Disputes clause at 522.212-4(d); no payment obligation shall arise on the part of the ordering activity until the conclusion of the dispute process. (C) Any audit requested by the contractor will be performed at the contractor's expense, without reimbursement by the Government. (x)Taxes or surcharges. Any taxes or surcharges which the commercial supplier or licensor seeks to pass along to the Government as end user will be governed by the terms of the underlying Government contract or order and, in any event, must be submitted to the Contracting Officer for a determination of applicability prior to invoicing unless Contract Clauses for Solicitation FCIS-JB-980001-B Refresh Number 40 Contract Number: GS-35F-0119Y Page: 127 of 176 256 specifically agreed to otherwise in the Government contract. (xi)Non-assignment. This agreement may not be assigned, nor may any rights or obligations thereunder be delegated, without the Government's prior approval, except as expressly permitted under subparagraph (b) of this clause at 552.212-4. (xii)Confidential information. If this agreement includes a confidentiality clause, such clause is hereby amended to state that neither the agreement nor the Federal Supply Schedule price list (if applicable) shall be deemed “confidential information.” Issues regarding release of “unit pricing” will be resolved consistent with the Freedom of Information Act. Notwithstanding anything in this agreement to the contrary, the Government may retain any confidential information as required by law, regulation or its internal document retention procedures for legal, regulatory or compliance purposes; provided, however, that all such retained confidential information will continue to be subject to the confidentiality obligations of this agreement. (2) If any language, provision, or clause of this agreement conflicts or is inconsistent with the preceding paragraph (w)(1), the language, provisions, or clause of paragraph (w)(1) shall prevail to the extent of such inconsistency. 552.212-70 PREPARATION OF OFFER (MULTIPLE AWARD SCHEDULE) (AUG 1997) (a) Definitions.Concession, as used in this solicitation, means a benefit, enhancement or privilege (other than a discount), which either reduces the overall cost of a customer’s acquisition or encourages a customer to consummate a purchase. Concessions include, but are not limited to freight allowance, extended warranty, extended price guarantees, free installation and bonus goods. Discount, as used in this solicitation, means a reduction to catalog prices (published or unpublished). Discounts include, but are not limited to, rebates, quantity discounts, purchase option credits, and any other terms or conditions other than concessions) which reduce the amount of money a customer ultimately pays for goods or services ordered or received. Any net price lower than the list price is considered a “discount” by the percentage difference from the list price to the net price. (b) For each Special Item Number (SIN) included in an offer, the Offeror shall provide the information outlined in paragraph (c). Offerors may provide a single response covering more than one SIN, if the information disclosed is the same for all products under each SIN. If discounts and concessions vary by model or product line, offerors shall ensure that information is clearly annotated as to item or items referenced. (c) Provide information described below for each SIN: (1) Two copies of the offeror’s current published (dated or otherwise identified) commercial descriptive catalogs and/or price list(s) from which discounts are offered. If special catalogs or price lists are printed for the purpose of this offer, such descriptive catalogs or price lists shall include a statement indicating the special catalog or price list represent a verbatim extract from the Offeror’s commercial catalog and/or price list and identify the descriptive catalog and/or price list from which the information has been extracted. (2) Next to each offered item in the commercial catalog and/or price list, the Offeror shall write the special item number (SIN) under which the item is being offered. Unless a special catalog or price list is submitted, all other items shall be marked “excluded,” lined out, and initialed by the offeror. (3) The discount(s) offered under this solicitation. The description of discounts offered shall include all discounts, such as prompt payment discounts, quantity/dollar volume discounts Contract Clauses for Solicitation FCIS-JB-980001-B Refresh Number 40 Contract Number: GS-35F-0119Y Page: 128 of 176 257 (indicate whether models/products can be combined within the SIN or whether SINs can be combined to earn discounts), blanket purchase agreement discounts, or purchase option credits. If the terms of sale appearing in the commercial catalogs or price list on which an offer is based are in conflict with the terms of this solicitation, the latter shall govern. (4) A description of concessions offered under this solicitation which are not granted to other customers. Such concessions may include, but are not limited to, an extended warranty, a return/exchange goods policy, or enhanced or additional services. (5) If the Offeror is a dealer/reseller or the Offeror will use dealers to perform any aspect of contract awarded under this solicitation, describe the functions, if any, that the dealer/reseller will perform. 552.212-71 CONTRACT TERMS AND CONDITIONS APPLICABLE TO GSA ACQUISITION OF COMMERCIAL ITEMS (JUN 2016) (a) The Contractor agrees to comply with any clause that is incorporated herein by reference to implement agency policy applicable to acquisition of commercial items or components. The clause in effect based on the applicable regulation cited on the date the solicitation is issued applies unless otherwise stated herein. The clauses in paragraph (b) of this section are incorporated by reference: [The Contracting Officer should check the clauses that apply or delete the clauses that do not apply from the list. The Contracting Officer may add the date of the clause if desired for clarity.] (b) Clauses. Yes 552.203-71 Restriction on Advertising No 552.211-73 Marking No 552.215-70 Examination of Records by GSA Yes 552.215-71 Examination of Records by GSA (Multiple Award Schedule) Yes 552.215-72 Price Adjustment —Failure to Provide Accurate Information Yes 552.219-70 Allocation of Orders—Partially Set-Aside Items Yes 552.228-70 Workers’ Compensation Laws Yes 552.229-70 Federal, State, and Local Taxes Yes 552.232-8 Discounts for Prompt Payment Yes 552.232-23 Assignment of Claims Yes 552.232-71 Adjusting Payments Yes 552.232-72 Final Payment Yes 552.232-73 Availability of Funds Yes 552.232-78 Payment Information Yes 552.237-71 Qualifications of Employees Contract Clauses for Solicitation FCIS-JB-980001-B Refresh Number 40 Contract Number: GS-35F-0119Y Page: 129 of 176 258 Yes 552.238-71 Submission and Distribution of Authorized FSS Schedule Price List Yes 552.238-74 Industrial Funding Fee and Sales Reporting Yes 552.238-75 Price Reductions Yes 552.238-81 Modifications (Multiple Award Schedule) Yes 552.242-70 Status Report of Orders and Shipments Yes 552.246-73 Warranty—Multiple Award Schedule No 552.246-76 Warranty of Pesticides 552.212-72 CONTRACT TERMS AND CONDITIONS REQUIRED TO IMPLEMENT STATUTES OR EXECUTIVE ORDERS APPLICABLE TO GSA ACQUISITION OF COMMERCIAL ITEMS (JUN 2015) The Contractor agrees to comply with any provision or clause that is incorporated herein by reference to implement provisions of law or Executive Orders applicable to acquisition of commercial items or components. The provision or clause in effect based on the applicable regulation cited on the date the solicitation is issued applies unless otherwise stated herein. The following provisions and clauses are incorporated by reference: (a) Provisions. *______* 552.223-72 Hazardous Material Information (b) Clauses. *______* 552.223-70 Hazardous Substances. *______* 552.223-71 Nonconforming Hazardous Material. *______* 552.223-73 Preservation, Packaging, Packing, Marking and Labeling of Hazardous Materials (HAZMAT) for Shipments. *______* 552.238-70 Identification of Electronic Office Equipment Providing Accessibility for the Handicapped. *______* 552.238-72 Identification of Products That Have Environmental Attributes. 552.215-71 EXAMINATION OF RECORDS BY GSA (MULTIPLE AWARD SCHEDULE) (JUL 2003) The Contractor agrees that the Administrator of General Services or any duly authorized representative shall have access to and the right to examine any books, documents, papers and records of the Contractor involving transactions related to this contract for overbillings, billing errors, compliance with the Price Reduction clause and compliance with the Industrial Funding Fee and Sales Reporting clause of this contract. This authority shall expire 3 years after final payment. The basic contract and each option shall be treated as separate contracts for purposes of applying this clause. Contract Clauses for Solicitation FCIS-JB-980001-B Refresh Number 40 Contract Number: GS-35F-0119Y Page: 130 of 176 259 552.215-72 PRICE ADJUSTMENT—FAILURE TO PROVIDE ACCURATE INFORMATION (AUG 1997) (a) The Government, at its election, may reduce the price of this contract or contract modification if the Contracting Officer determines after award of this contract or contract modification that the price negotiated was increased by a significant amount because the Contractor failed to: (1) provide information required by this solicitation/contract or otherwise requested by the Government; or (2) submit information that was current, accurate, and complete; or (3) disclose changes in the Contractor’s commercial pricelist(s), discounts or discounting policies which occurred after the original submission and prior to the completion of negotiations. (b) The Government will consider information submitted to be current, accurate and complete if the data is current, accurate and complete as of 14 calendar days prior to the date it is submitted. (c) If any reduction in the contract price under this clause reduces the price for items for which payment was made prior to the date of the modification reflecting the price reduction, the Contractor shall be liable to and shall pay the United States— (1) The amount of the overpayment; and (2) Simple interest on the amount of such overpayment to be computed from the date(s) of overpayment to the Contractor to the date the Government is repaid by the Contractor at the applicable underpayment rate effective each quarter prescribed by the Secretary of Treasury under 26 U.S.C. 6621(a)(2). (d) Failure to agree on the amount of the decrease shall be resolved as a dispute. (e) In addition to the remedy in paragraph (a) of this clause, the Government may terminate this contract for default. The rights and remedies of the Government specified herein are not exclusive, and are in addition to any other rights and remedies provided by law or under this contract. 552.215-73 NOTICE (JUL 2016) (a) The information collection requirements contained in this solicitation/contract are either required by regulation or approved by the Office of Management and Budget pursuant to the Paperwork Reduction Act and assigned OMB Control No. 3090-0163. (b) GSA’s hours of operation are 8:00 a.m. to 4:30 p.m. Requests for pre-award debriefings postmarked or otherwise submitted after 4:30 p.m. will be considered submitted the following business day. Requests for post-award debriefings delivered after 4:30 p.m. will be considered received and filed the following business day. 552.216-70 ECONOMIC PRICE ADJUSTMENT – FSS MULTIPLE AWARD SCHEDULE CONTRACTS (SEP 1999) (ALTERNATE I – SEP 1999) Price adjustments include price increases and price decreases. Adjustments will be considered as follows: (a) Contractors shall submit price decreases anytime during the contract period in which they occur. Price decreases will be handled in accordance with the provisions of the Price Reductions clause. Contract Clauses for Solicitation FCIS-JB-980001-B Refresh Number 40 Contract Number: GS-35F-0119Y Page: 131 of 176 260 (b) Contractors may request price increases to be effective on or after the first 12 months of the contract period providing all of the following conditions are met: (1) Increases resulting from a reissue or other modification of the Contractor's commercial catalog/price list that was used as the basis for the contract award. (2) No more than three increases will be considered during each succeeding 12-month period of the contract. (For succeeding contract periods of less than 12 months, up to three increases will be considered subject to the other conditions of this subparagraph (b)). (3) Increases are requested before the last 60 days of the contract period. (4) At least 30 days elapse between requested increases. (c) In any contract period during which price increases will be considered, the aggregate of the increases during any 12-month period shall not exceed (10%) ten percent of the contract unit price in effect at the end of the preceding 12-month period. The Government reserves the right to raise the ceiling when market conditions during the contract period support such a change. [Insert the percentage appropriate at the time the solicitation is issued. This percentage should be determined based on the trend established by an appropriate index such as the Producer Prices and Price Index. A ceiling of more than 10 percent must be approved by the Contracting Director.] (d) The following material shall be submitted with the request for a price increase: (1) A copy of the commercial catalog/price list showing the price increase and the effective date for commercial customers. (2) Commercial Sales Practices Format regarding the Contractor's commercial pricing practice relating to the reissued or modified catalog/price list, or a certification that no change has occurred in the data since completion of the initial negotiation or a subsequent submission. (3) Documentation supporting the reasonableness of the price increase. (e) The Government reserves the right to exercise one of the following options: (1) Accept the Contractor's price increases as requested when all conditions of (b), (c), and (d) of this clause are satisfied; (2) Negotiate more favorable discounts from the new commercial prices when the total increase requested is not supported; or, (3) Remove the product(s) from contract involved pursuant to the Cancellation clause of this contract, when the increase requested is not supported. (f) The increased contract prices shall apply to delivery orders issued to the Contractor on or after the effective date of the contract modification. Note: Regulation 552.216-70 THIS REGULATION FOR ECONOMIC PRICE ADJUSTMENT (EPA) IS RELATING TO PRODUCTS AND /OR SERVICES THAT WERE AWARDED BASED ON A COMMERCIAL CATALOG PRICE. 552.223-73 PRESERVATION, PACKAGING, PACKING, MARKING AND LABELING OF HAZARDOUS MATERIALS (HAZMAT) FOR Contract Clauses for Solicitation FCIS-JB-980001-B Refresh Number 40 Contract Number: GS-35F-0119Y Page: 132 of 176 261 SHIPMENTS (JUN 2015) (a)Definition.United States, as used in this clause, means the 48 adjoining U.S. States, Alaska, Hawaii, and U.S. territories and possessions, such as Puerto Rico. (b) Preservation, packaging, packing, marking and labeling of hazardous materials for export shipment outside the United States in all transport modes shall comply with the following, as applicable: (1) International Maritime Dangerous Goods (IMDG) Code as established by the International Maritime Organization (IMO). (2) U.S. Department of Transportation (DOT) Hazardous Material Regulation (HMR) 49 CFR parts 171 through 180. (Note: Classifications permitted by the HMR, but not permitted by the IMDG code, such as Consumer Commodities classed as ORM–D, shall be packaged in accordance with the IMDG Code and dual-marked with both Consumer Commodity and IMDG marking and labeling.) (3) Occupational Safety and Health Administration (OSHA) Regulation 29 CFR part 1910.1200. (4) International Air Transport Association (IATA), Dangerous Goods Regulation and/or International Civil Aviation Organization (ICAO), Technical Instructions. (5) AFMAN 24–204, Air Force Inter- Service Manual, Preparing Hazardous Materials For Military Air Shipments. (6) Any preservation, packaging, packing, marking and labeling requirements contained elsewhere in this solicitation and contract. (c) Preservation, packaging, packing, marking and labeling of hazardous materials for domestic shipments within the United States in all transport modes shall comply with the following; as applicable: (1) U.S. Department of Transportation (DOT) Hazardous Material Regulation (HMR) 49 CFR parts 171 through 180. (2) Occupational Safety and Health Administration (OSHA) Regulation 29 CFR part 1910.1200. (3) Any preservation, packaging, packing, marking and labeling requirements contained elsewhere in this solicitation and contract. (d) Hazardous Material Packages designated for outside the United States destinations through Forwarding Points, Distribution Centers, or Container Consolidation Points (CCPs) shall comply with the IMDG, IATA, ICAO or AFMAN 24–204 codes, as applicable. (e) The test certification data showing compliance with performance-oriented packaging or UN-approved packaging requirements shall be made available to GSA contract administration/management representatives or regulatory inspectors upon request. 552.229-70 FEDERAL, STATE, AND LOCAL TAXES (APR 1984) The contract price includes all applicable Federal, State, and local taxes. No adjustment will be made to cover taxes which may subsequently be imposed on this transaction or changes in the rates of currently applicable taxes. However, the Government will, upon the request of the Contractor, furnish evidence appropriate to establish exemption from any tax from which the Government is exempt and which was not included in the contract price. Contract Clauses for Solicitation FCIS-JB-980001-B Refresh Number 40 Contract Number: GS-35F-0119Y Page: 133 of 176 262 552.229-71 FEDERAL EXCISE TAX—DC GOVERNMENT (SEP 1999) If the District of Columbia cites an Internal Revenue Tax Exempt Certificate Number on orders placed under this contract, the Contractor shall bill shipments to the District of Columbia at prices exclusive of Federal excise tax and show the amount of such tax on the invoice. 552.232-23 ASSIGNMENT OF CLAIMS (SEP 1999) Because this is a requirements or indefinite quantity contract under which more than one agency may place orders, paragraph (a) of the Assignment of Claims clause (FAR 52.232-23) is inapplicable and the following is substituted therefor: In order to prevent confusion and delay in making payment, the Contractor shall not assign any claim(s) for amounts due or to become due under this contract. However, the Contractor is permitted to assign separately to a bank, trust company, or other financial institution, including any Federal lending agency, under the provisions of the Assignment of Claims Act, as amended, 31 U.S.C. 3727, 41 U.S.C. 15 (hereinafter referred to as "the Act"), all amounts due or to become due under any order amounting to $1,000 or more issued by any Government agency under this contract. Any such assignment takes effect only if and when the assignee files written notice of the assignment together with a true copy of the instrument of assignment with the contracting officer issuing the order and the finance office designated in the order to make payment. Unless otherwise stated in the order, payments to an assignee of any amounts due or to become due under any order assigned may, to the extent specified in the Act, be subject to reduction or set-off. 552.232-39 UNENFORCEABILITY OF UNAUTHORIZED OBLIGATIONS (JUN 2013) (FAR DEVIATION - JUL 2015) (a) Except as stated in paragraph (b) of this clause, when any supply or service acquired under this contract is subject to any commercial supplier agreement (as defined in 502.101) that includes any language, provision, or clause requiring the Government to indemnify the Contractor or any person or entity for damages, costs, fees, or any other loss or liability that would create an Anti-Deficiency Act violation (31 U.S.C. 1341), the following shall govern: (1) Any such language, provision, or clause is unenforceable against the Government. (2) Neither the Government nor any Government authorized end user shall be deemed to have agreed to such clause by virtue of it appearing in the commercial supplier agreement. If the commercial supplier agreement is invoked through an “I agree” click box or other comparable mechanism (e.g., “click-wrap” or “browse-wrap” agreements), execution does not bind the Government or any Government authorized end user to such clause. (3) Any such language, provision, or clause is deemed to be stricken from the commercial supplier agreement. (b) Paragraph (a) of this clause does not apply to indemnification by the Government that is expressly authorized by statute and specifically authorized under applicable agency regulations and procedures. 552.232-74 INVOICE PAYMENTS (SEP 1999) (a) The due date for making invoice payments by the designated payment office is: (1) For orders placed electronically by the General Services Administration (GSA) Federal Supply Service (FSS), and to be paid by GSA through electronic funds transfer (EFT), the later of the following two events: Contract Clauses for Solicitation FCIS-JB-980001-B Refresh Number 40 Contract Number: GS-35F-0119Y Page: 134 of 176 263 (i) The 10th day after the designated billing office receives a proper invoice from the Contractor. If the designated billing office fails to annotate the invoice with the date of receipt at the time of receipt, the invoice payment due date shall be the 10th day after the date of the Contractor's invoice; provided the Contractor submitted a proper invoice and no disagreement exists over quantity, quality, or Contractor compliance with contract requirements. (ii) The 10th day after Government acceptance of supplies delivered or services performed by the Contractor. (2) For all other orders, the later of the following two events: (i) The 30th day after the designated billing office receives a proper invoice from the Contractor. If the designated billing office fails to annotate the invoice with the date of receipt at the time of receipt, the invoice payment due date shall be the 30th day after the date of the Contractor's invoice; provided the Contractor submitted a proper invoice and no disagreement exists over quantity, quality, or Contractor compliance with contract requirements. (ii) The 30th day after Government acceptance of supplies delivered or services performed by the Contractor. (3) On a final invoice, if the payment amount is subject to contract settlement actions, acceptance occurs on the effective date of the contract settlement. (b) The General Services Administration will issue payment on the due date in (a)(1) above if the Contractor complies with full cycle electronic commerce. Full cycle electronic commerce includes all the following elements: (1) The Contractor must receive and fulfill electronic data interchange (EDI) purchase orders (transaction set 850). (2) The Contractor must generate and submit to the Government valid EDI invoices (transaction set 810) or submit invoices through the GSA Finance Center Internet-based invoice process. Internet-based invoices must be submitted using procedures provided by GSA. (3) The Contractor's financial institution must receive and process, on behalf of the Contractor, EFT payments through the Automated Clearing House (ACH) system. (4) The EDI transaction sets in (b)(1) through (b)(3) above must adhere to implementation conventions provided by GSA. (c) If any of the conditions in (b) above do not occur, the 10 day payment due dates in (a)(1) become 30 day payment due dates. (d) Notwithstanding paragraph (g) of the clause at FAR 52.212-4, Contract Terms and Conditions--Commercial Items, if the Contractor submits hard-copy invoices, submit only an original invoice. No copies of the invoice are required. (e) All other provisions of the Prompt Payment Act (31 U.S.C. 3901 et seq.) and Office of Management and Budget (OMB) Circular A-125, Prompt Payment, apply. 552.232-78 COMMERCIAL SUPPLIER AGREEMENTS – UNENFORCEABLE CLAUSES (JUL 2015) (a) When any supply or service acquired under this contract is subject to a commercial supplier agreement, the following language shall be deemed incorporated into the commercial supplier Contract Clauses for Solicitation FCIS-JB-980001-B Refresh Number 40 Contract Number: GS-35F-0119Y Page: 135 of 176 264 agreement. As used herein, “this agreement” means the commercial supplier agreement: (1) Notwithstanding any other provision of this agreement, when the end user is an agency or instrumentality of the U.S. Government, the following shall apply: (i)Applicability. This agreement is part of a contract between the commercial supplier and the U.S. Government for the acquisition of the supply or service that necessitates a license (including all contracts, task orders, and delivery orders not using FAR Part 12). (ii)End user. This agreement shall bind the ordering activity as end user but shall not operate to bind a Government employee or person acting on behalf of the Government in his or her personal capacity. (iii)Law and disputes. This agreement is governed by Federal law. (A) Any language purporting to subject the U.S. Government to the laws of a U.S. state, U.S. territory, district, or municipality, or foreign nation, except where Federal law expressly provides for the application of such laws, is hereby deleted. (B) Any language requiring dispute resolution in a specific forum or venue that is different from that prescribed by applicable Federal law is hereby deleted. (C) Any language prescribing a different time period for bringing an action than that prescribed by applicable Federal law in relation to a dispute is hereby deleted. (iv)Continued performance. If the supplier or licensor believes the ordering activity to be in breach of the agreement, it shall pursue its rights under the Contract Disputes Act or other applicable Federal statute while continuing performance as set forth in 52.233-1 Disputes. (v)Arbitration; equitable or injunctive relief. In the event of a claim or dispute arising under or relating to this agreement, (A) binding arbitration shall not be used unless specifically authorized by agency guidance, and (B) equitable or injunctive relief, including the award of attorney fees, costs or interest, may be awarded against the U.S. Government only when explicitly provided by statute (e.g., Prompt Payment Act or Equal Access to Justice Act). (vi) Additional terms. (A) This commercial supplier agreement may unilaterally incorporate additional terms by reference. Terms may be included by reference using electronic means (e.g., via web links, click and accept, etc). Such terms shall be enforceable only to the extent that: (1) When included by reference using electronic means, the terms are readily available at referenced locations; and (2) Terms do not materially change government obligations; and (3) Terms do not increase government prices; and (4) Terms do not decrease overall level of service; and (5) Terms do not limit any other Government right addressed elsewhere in this contract. (B) The order of precedence clause of this contract notwithstanding, any software license terms unilaterally revised subsequent to award that is inconsistent with any material term or provision of this contract is not enforceable against the government. (vii)No automatic renewals. If any license or service tied to periodic payment is provided Contract Clauses for Solicitation FCIS-JB-980001-B Refresh Number 40 Contract Number: GS-35F-0119Y Page: 136 of 176 265 under this agreement (e.g., annual software maintenance or annual lease term), such license or service shall not renew automatically upon expiration of its current term without prior express Government approval. (viii)Indemnification. Any clause of this agreement requiring the commercial supplier or licensor to defend or indemnify the end user is hereby amended to provide that the U.S. Department of Justice has the sole right to represent the United States in any such action, in accordance with 28 U.S.C. 516. (ix)Audits. Any clause of this agreement permitting the commercial supplier or licensor to audit the end user’s compliance with this agreement is hereby amended as follows: (A) Discrepancies found in an audit may result in a charge by the commercial supplier or licensor to the ordering activity. Any resulting invoice must comply with the proper invoicing requirements specified in the underlying Government contract or order. (B) This charge, if disputed by the ordering activity, will be resolved through the Disputes clause at 52.233-1; no payment obligation shall arise on the part of the ordering activity until the conclusion of the dispute process. (C) Any audit requested by the contractor will be performed at the contractor's expense, without reimbursement by the Government. (x)Taxes or surcharges. Any taxes or surcharges which the commercial supplier or licensor seeks to pass along to the Government as end user will be governed by the terms of the underlying Government contract or order and, in any event, must be submitted to the Contracting Officer for a determination of applicability prior to invoicing unless specifically agreed to otherwise in the Government contract. (xi)Non-assignment. This agreement may not be assigned, nor may any rights or obligations thereunder be delegated, without the Government's prior approval, except as expressly permitted under the clause at 52.232-23, Assignment of Claims. (xii)Confidential information. If this agreement includes a confidentiality clause, such clause is hereby amended to state that neither the agreement nor the Federal Supply Schedule price list shall be deemed “confidential information.” Issues regarding release of “unit pricing” will be resolved consistent with the Freedom of Information Act. Notwithstanding anything in this agreement to the contrary, the Government may retain any confidential information as required by law, regulation or its internal document retention procedures for legal, regulatory or compliance purposes; provided, however, that all such retained confidential information will continue to be subject to the confidentiality obligations of this agreement. (2) If any provision of this agreement conflicts or is inconsistent with the preceding subparagraph (a)(1), the provisions of subparagraph (a)(1) shall prevail to the extent of such inconsistency. 552.232-79 PAYMENT BY CREDIT CARD (MAY 2003) (a) Definitions. “Credit card” means any credit card used to pay for purchases, including the Governmentwide Commercial Purchase Card. “Governmentwide commercial purchase card” means a uniquely numbered credit card issued by a contractor under GSA's Governmentwide Contract for Fleet, Travel, and Purchase Card Services to named individual Government employees or entities to pay for official Government purchases. “Oral order” means an order placed orally either in person or by telephone. (b) The Contractor must accept the credit card for payments equal to or less than the micro-purchase threshold (see Federal Acquisition Regulation 2.101) for oral or written orders under this contract. Contract Clauses for Solicitation FCIS-JB-980001-B Refresh Number 40 Contract Number: GS-35F-0119Y Page: 137 of 176 266 (c) The Contractor and the ordering agency may agree to use the credit card for dollar amounts over the micro-purchase threshold, and the Government encourages the Contractor to accept payment by the purchase card. The dollar value of a purchase card action must not exceed the ordering agency's established limit. If the Contractor will not accept payment by the purchase card for an order exceeding the micro-purchase threshold, the Contractor must so advise the ordering agency within 24 hours of receipt of the order. (d) The Contractor shall not process a transaction for payment through the credit card clearinghouse until the purchased supplies have been shipped or services performed. Unless the cardholder requests correction or replacement of a defective or faulty item under other contract requirements, the Contractor must immediately credit a cardholder's account for items returned as defective or faulty. (e) Payments made using the Governmentwide commercial purchase card are not eligible for any negotiated prompt payment discount. Payment made using an ordering activity debit card will receive the applicable prompt payment discount. 552.232-8 DISCOUNTS FOR PROMPT PAYMENT (APR 1989) (DEVIATION FAR 52.232-8) (ALTERNATE I — MAY 2003) (a) Discounts for early payment (hereinafter referred to as "discounts" or "the discount") will be considered in evaluating the relationship of the offeror's concessions to the Government vis-a-vis the offeror's concessions to its commercial customers, but only to the extent indicated in this clause. (b) Discounts will not be considered to determine the low offeror in the situation described in the "Offers on Identical Products" provision of this solicitation. (c) Uneconomical discounts will not be considered as meeting the criteria for award established by the Government. In this connection, a discount will be considered uneconomical if the annualized rate of return for earning the discount is lower than the "value of funds" rate established by the Department of the Treasury and published quarterly in the Federal Register. The "value of funds" rate applied will be the rate in effect on the date specified for the receipt of offers. (d) Discounts for early payment may be offered either in the original offer or on individual invoices submitted under the resulting contract. Discounts offered will be taken by the Government if payment is made within the discount period specified. (e) Discounts that are included in offers become a part of the resulting contracts and are binding on the Contractor for all orders placed under the contract. Discounts offered only on individual invoices will be binding on the Contractor only for the particular invoice on which the discount is offered. (f) In connection with any discount offered for prompt payment, time shall be computed from the date of the invoice. For the purpose of computing the discount earned, payment shall be considered to have been made on the date which appears on the payment check or the date on which an electronic funds transfer was made. 552.232-81 PAYMENTS BY NON-FEDERAL ORDERING ACTIVITIES (MAY 2003) If eligible non-federal ordering activities are subject to a State prompt payment law, the terms and conditions of the applicable State law apply to the orders placed under this contract by such activities. If eligible non-federal ordering activities are not subject to a State prompt payment law, the terms and conditions of the Federal Prompt Payment Act as reflected in Federal Acquisition Regulation clause 52.232-25, Prompt Payment, or 52.212-4, Contract Terms and Conditions—Commercial Items, apply to such activities in the same manner as to Federal ordering activities. Contract Clauses for Solicitation FCIS-JB-980001-B Refresh Number 40 Contract Number: GS-35F-0119Y Page: 138 of 176 267 552.232-83 CONTRACTOR’S BILLING RESPONSIBILITIES (MAY 2003) The Contractor is required to perform all billings made pursuant to this contract. However, if the Contractor has dealers that participate on the contract and the billing/payment process by the Contractor for sales made by the dealer is a significant administrative burden, the following alternative procedures may be used. Where dealers are allowed by the Contractor to bill ordering activities and accept payment in the Contractor’s name, the Contractor agrees to obtain from all dealers participating in the performance of the contract a written agreement, which will require dealers to— (1) Comply with the same terms and conditions regarding prices as the Contractor for sales made under the contract; (2) Maintain a system of reporting sales under the contract to the manufacturer, which includes— (i) The date of sale; (ii) The ordering activity to which the sale was made; (iii) The service or product/model sold; (iv) The quantity of each service or product/model sold; (v) The price at which it was sold, including discounts; and (vi) All other significant sales data. (3) Be subject to audit by the Government, with respect to sales made under the contract; and (4) Place orders and accept payments in the name of the Contractor in care of the dealer. An agreement between a Contractor and its dealers pursuant to this procedure will not establish privity of contract between dealers and the Government. 552.238-70 IDENTIFICATION OF ELECTRONIC OFFICE EQUIPMENT PROVIDING ACCESSIBILITY FOR THE HANDICAPPED (SEP 1991) (a)Definitions. "Electronic office equipment accessibility" means the application/configuration of electronic office equipment (includes hardware, software, and firmware) in a manner that accommodates the functional limitations of individuals with disabilities (i.e., handicapped individuals) so as to promote productivity and provide access to work related and/or public information resources. "Handicapped individuals" mean qualified individuals with impairments as cited in 29 CFR 1613.702(f) who can benefit from electronic office equipment accessibility. "Special peripheral" means a special needs aid that provides access to electronic equipment that is otherwise inaccessible to a handicapped individual. (b) The offeror is encouraged to identify in its offer, and include in any commercial catalogs and pricelists accepted by the Contracting Officer, office equipment, including any special peripheral, that will facilitate electronic office equipment accessibility for handicapped individuals. Identification should include the type of disability accommodated and how the users with that disability would be helped. 552.238-72 IDENTIFICATION OF PRODUCTS THAT HAVE ENVIRONMENTAL ATTRIBUTES (SEP 2003) Contract Clauses for Solicitation FCIS-JB-980001-B Refresh Number 40 Contract Number: GS-35F-0119Y Page: 139 of 176 268 (a) Several laws, Executive orders and Agency directives require Federal buyers to purchase products that are less harmful to the environment, when they are life cycle cost-effective (see FAR Subpart 23.7). The U.S. General Services Administration (GSA) requires contractors to highlight environmental products under Federal Supply Service schedule contracts in various communications media (e.g., publications and electronic formats). (b) Definitions. As used in this clause — Energy-efficient product means a product that— (1) Meets Department of Energy and Environmental Protection Agency criteria for use of the ENERGY STAR [reg] trademark label; or (2) Is in the upper 25 percent of efficiency for all similar products as designated by the Department of Energy’s Federal Energy Management Program. GSA Advantage!®is an on-line shopping mall and ordering system that provides customers with access to products and services under GSA contracts. Other environmental attributes refers to product characteristics that provide environmental benefits, excluding recovered materials and energy and water efficiency. Several examples of these characteristics are biodegradable, recyclable, reduced pollutants, ozone safe, and low volatile organic compounds (VOCs). Post-consumer material means a material or finished product that has served its intended use and has been discarded for disposal or recovery, having completed its life as a consumer item. Post-consumer material is part of the broader category of “recovered material.” The Environmental Protection Agency (EPA) has developed a list of EPA-designated products in their Comprehensive Procurement Guidelines (CPGs) to provide Federal agencies with purchasing recommendations on specific products in a Recovered Materials Advisory Notice (RMAN). The RMAN contains recommended recovered and post-consumer material content levels for the specific products designated by EPA (40 CFR part 247 and http://www.epa.gov/cpg/). Recovered materials means waste materials and by-products recovered or diverted from solid waste, but the term does not include those materials and by-products generated from, and commonly reused within, an original manufacturing process (Executive Order 13101 and 42 U.S.C. 6903 (19) and http://www.epa.gov/cpg/). For paper and paper products, see the definition at FAR 11.301 (42 U.S.C. 6962 (h)). Remanufactured means factory rebuilt to original specifications. Renewable energy means energy produced by solar, wind, geothermal, and biomass power. Renewable energy technology means— (1) Technologies that use renewable energy to provide light, heat, cooling, or mechanical or electrical energy for use in facilities or other activities; or (2) The use of integrated whole-building designs that rely upon renewable energy resources, including passive solar design. (c) (1) The offeror must identify products that— (i) Are compliant with the recovered and post-consumer material content levels recommended in the Recovered Materials Advisory Notices (RMANs) for EPA-designated products in the CPG program (http://www.epa.gov/cpg/); Contract Clauses for Solicitation FCIS-JB-980001-B Refresh Number 40 Contract Number: GS-35F-0119Y Page: 140 of 176 269 (ii) Contain recovered materials that either do not meet the recommended levels in the RMANs or are not EPA-designated products in the CPG program (see FAR 23.401 and http://www.epa.gov/cpg/); (iii) Are energy-efficient, as defined by either ENERGY STAR [reg] and/or FEMP’s designated top 25th percentile levels (see ENERGY STAR [reg] at http://www.energystar.gov/ and FEMP at http://www.eere.energy.gov/); (iv) Are water-efficient; (v) Use renewable energy technology; (vi) Are remanufactured; and (vii) Have other environmental attributes. (2) These identifications must be made in each of the offeror’s following mediums: (i) The offer itself. (ii) Printed commercial catalogs, brochures, and pricelists. (iii) Online product website. (iv) Electronic data submission for GSA Advantage!®submitted via GSA’s Schedules Input Program (SIP) software or the Electronic Data Inter-change (EDI). Offerors can use the SIP or EDI methods to indicate environmental and other attributes for each product that is translated into respective icons in GSA Advantage!®. (d) An offeror, in identifying an item with an environmental attribute, must possess evidence or rely on a reasonable basis to substantiate the claim (see 16 CFR part 260, Guides for the Use of Environmental Marketing Claims). The Government will accept an offeror’s claim of an item’s environmental attribute on the basis of— (1) Participation in a Federal agency-sponsored program (e.g., the EPA and DOE ENERGY STAR [reg] product labeling program); (2) Verification by an independent organization that specializes in certifying such claims; or (3) Possession of competent and reliable evidence. For any test, analysis, research, study, or other evidence to be “competent and reliable,” it must have been conducted and evaluated in an objective manner by persons qualified to do so, using procedures generally accepted in the profession to yield accurate and reliable results. 552.238-73 CANCELLATION (SEP 1999) Either party may cancel this contract in whole or in part by providing written notice. The cancellation will take effect 30 calendar days after the other party receives the notice of cancellation. If the Contractor elects to cancel this contract, the Government will not reimburse the minimum guarantee. 552.238-74 INDUSTRIAL FUNDING FEE AND SALES REPORTING (MAY 2014) (a)Reporting of Federal Supply Schedule Sales. The Contractor shall report all contract sales under this contract as follows: Contract Clauses for Solicitation FCIS-JB-980001-B Refresh Number 40 Contract Number: GS-35F-0119Y Page: 141 of 176 270 (1) The Contractor shall accurately report the dollar value, in U.S. dollars and rounded to the nearest whole dollar, of all sales under this contract by calendar quarter (January 1-March 31, April 1-June 30, July 1-September 30, and October 1-December 31). The dollar value of a sale is the price paid by the Schedule user for products and services on a Schedule task or delivery order. The reported contract sales value shall include the Industrial Funding Fee (IFF). The Contractor shall maintain a consistent accounting method of sales reporting, based on the Contractor’s established commercial accounting practice. The acceptable points at which sales may be reported include — (i) Receipt of order; (ii) Shipment or delivery, as applicable; (iii) Issuance of an invoice; or (iv) Payment. (2) Contract sales shall be reported to Federal Acquisition Services (FAS) within 30 calendar days following the completion of each reporting quarter. The Contractor shall continue to furnish quarterly reports, including “zero” sales, through physical completion of the last outstanding task order or delivery order of the contract. (3) Reportable sales under the contract are those resulting from sales of contract items to authorized users unless the purchase was conducted pursuant to a separate contracting authority such as a Governmentwide Acquisition Contract (GWAC); a separately awarded FAR Part 12, FAR Part 13, FAR Part 14, or FAR Part 15 procurement; or a non-FAR contract. Sales made to state and local governments under Cooperative Purchasing authority shall be counted as reportable sales for IFF purposes. (4) The Contractor shall electronically report the quarterly dollar value of sales, including “zero” sales, by utilizing the automated reporting system at an Internet website designated by the General Services Administration (GSA)’s Federal Acquisition Service (FAS). Prior to using this automated system, the Contractor shall complete contract registration with the FAS Vendor Support Center (VSC). The website address, as well as registration instructions and reporting procedures, will be provided at the time of award. The Contractor shall report sales separately for each National Stock Number (NSN), Special Item Number (SIN), or sub-item. (5) The Contractor shall convert the total value of sales made in foreign currency to U.S. dollars using the “Treasury Reporting Rates of Exchange” issued by the U.S. Department of Treasury, Financial Management Service. The Contractor shall use the issue of the Treasury report in effect on the last day of the calendar quarter. The report is available from Financial Management Service, International Funds Branch, Telephone: (202) 874–7994, Internet: http://www.fiscal.treasury.gov/fsreports/rpt/treasRptRateExch/treasRptRateExch_home.htm (b) The Contractor shall remit the IFF at the rate set by GSA’s FAS. (1) The Contractor shall remit the IFF to FAS in U.S. dollars within 30 calendar days after the end of the reporting quarter; final payment shall be remitted within 30 days after physical completion of the last outstanding task order or delivery order of the contract. (2) The IFF represents a percentage of the total quarterly sales reported. This percentage is set at the discretion of GSA’s FAS. GSA’s FAS has the unilateral right to change the percentage at any time, but not more than once per year. FAS will provide reasonable notice prior to the effective date of the change. The IFF reimburses FAS for the costs of operating the Federal Supply Schedules Program. FAS recoups its operating costs from ordering activities as set forth in 40 U.S.C. 321: Acquisition Services Fund. Net operating revenues generated by the IFF are also applied to fund initiatives benefitting other authorized FAS programs, in accordance with 40 U.S.C. 321. Offerors must include the IFF in their prices. The fee is included in the award price(s) Contract Clauses for Solicitation FCIS-JB-980001-B Refresh Number 40 Contract Number: GS-35F-0119Y Page: 142 of 176 271 and reflected in the total amount charged to ordering activities. FAS will post notice of the current IFF at https://72a.gsa.gov/ or successor website as appropriate. (c) Within 60 days of award, an FAS representative will provide the Contractor with specific written procedural instructions on remitting the IFF. FAS reserves the unilateral right to change such instructions from time to time, following notification to the Contractor. (d) Failure to remit the full amount of the IFF within 30 calendar days after the end of the applicable reporting period constitutes a contract debt to the United States Government under the terms of FAR Subpart 32.6. The Government may exercise all rights under the Debt Collection Improvement Act of 1996, including withholding or setting off payments and interest on the debt (see FAR clause 52.232-17, Interest). Should the Contractor fail to submit the required sales reports, falsify them, or fail to timely pay the IFF, this is sufficient cause for the Government to terminate the contract for cause. 552.238-75 PRICE REDUCTIONS (JUL 2016) (a) Before award of a contract, the Contracting Officer and the Offeror will agree upon (1) the customer (or category of customers) which will be the basis of award, and (2) the Government's price or discount relationship to the identified customer (or category of customers). This relationship shall be maintained throughout the contract period. Any change in the Contractor's commercial pricing or discount arrangement applicable to the identified customer (or category of customers) which disturbs this relationship shall constitute a price reduction. (b) During the contract period, the Contractor shall report to the Contracting Officer all price reductions to the customer (or category of customers) that was the basis of award. The Contractor's report shall include an explanation of the conditions under which the reductions were made. (c) (1) A price reduction shall apply to purchases under this contract if, after the date negotiations conclude, the Contractor — (i) Revises the commercial catalog, pricelist, schedule or other document upon which contract award was predicated to reduce prices; (ii) Grants more favorable discounts or terms and conditions than those contained in the commercial catalog, pricelist, schedule or other documents upon which contract award was predicated; or (iii) Grants special discounts to the customer (or category of customers) that formed the basis of award, and the change disturbs the price/discount relationship of the Government to the customer (or category of customers) that was the basis of award. (2) The Contractor shall offer the price reduction to the Government with the same effective date, and for the same time period, as extended to the commercial customer (or category of customers). (d) There shall be no price reduction for sales — (1) To commercial customers under firm, fixed-price definite quantity contracts with specified delivery in excess of the maximum order threshold specified in this contract; (2) To Federal agencies; (3) Made to Eligible Ordering Activities identified in GSAR Clause 552.238-78 when the order is placed under this contract (and the Eligible Ordering Activities identified in GSAR Clause 552.238-78 is the agreed upon customer or category of customer that is the basis of award); or (4) Caused by an error in quotation or billing, provided adequate documentation is furnished by the Contractor to the Contracting Officer. Contract Clauses for Solicitation FCIS-JB-980001-B Refresh Number 40 Contract Number: GS-35F-0119Y Page: 143 of 176 272 (e) The Contractor may offer the Contracting Officer a voluntary Governmentwide price reduction at any time during the contract period. (f) The Contractor shall notify the Contracting Officer of any price reduction subject to this clause as soon as possible, but not later than 15 calendar days after its effective date. (g) The contract will be modified to reflect any price reduction which becomes applicable in accordance with this clause. Note: Regulation 552.238-75 Note: In accordance with GSAR clause 552.238-78 Scope of Contract (Eligible Ordering Activities)(Alternate I)(a)(2) and GSAR clause 552.238-75 Price Reductions(d)(2), there shall be no price reduction for sales made under the authority of the Federal Acquisition Regulation (FAR) Part 51 class deviation. With written authorization by a Federal Government contracting officer, a GSA contractor may place an order as an eligible ordering activity with a Schedule contractor. In this case, the Schedule contract sale shall not trigger a price reduction. 552.238-77 DEFINITION (FEDERAL SUPPLY SCHEDULES) –NON-FEDERAL ENTITY (JUL 2016) Ordering activity (also called “ordering agency” and “ordering office”) means an eligible ordering activity (see 552.238-78), authorized to place orders under Federal Supply Schedule contracts. 552.238-78 SCOPE OF CONTRACT (ELIGIBLE ORDERING ACTIVITIES) (JUL 2016) (a) This solicitation is issued to establish contracts which may be used on a nonmandatory basis by the agencies and activities named below, as a source of supply for the supplies or services described herein, for domestic and/or overseas delivery. For Special Item Number 132-53, Wireless Services ONLY, limited geographic coverage (consistent with the Offeror’s commercial practice) may be proposed. (1) Executive agencies (as defined in FAR Subpart 2.1) including nonappropriated fund activities as prescribed in 41 CFR 101-26.000); (2) Government contractors authorized in writing by a Federal agency pursuant to FAR 51.1; (3) Mixed ownership Government corporations (as defined in the Government Corporation Control Act); (4) Federal Agencies, including establishments in the legislative or judicial branch of government (except the Senate, the House of Representatives and the Architect of the Capitol and any activities under the direction of the Architect of the Capitol); (5) The Government of the District of Columbia; (6) Tribal governments when authorized under 25 U.S.C. 450j(k); (7) Tribes or tribally designated housing entities pursuant to 25 U.S.C. 4111(j); (8) Qualified Nonprofit Agencies as authorized under 40 U.S.C. 502(b); and Contract Clauses for Solicitation FCIS-JB-980001-B Refresh Number 40 Contract Number: GS-35F-0119Y Page: 144 of 176 273 (9) Organizations, other than those identified in paragraph (d) below, authorized by GSA pursuant to statute or regulation to use GSA as a source of supply. (b) Definitions — Domestic delivery is delivery within the 48 contiguous states, Alaska, Hawaii, Puerto Rico, Washington, DC, and U.S. territories. Domestic delivery also includes a port or consolidation point, within the aforementioned areas, for orders received from overseas activities. Overseas delivery is delivery to points outside of the 48 contiguous states, Washington, DC, Alaska, Hawaii, Puerto Rico, and U.S. territories. (c) Offerors are requested to check one of the following boxes: ______ Contractor will provide domestic and overseas delivery. ______ Contractor will provide overseas delivery only. ______ Contractor will provide domestic delivery only. (d) The following activities may place orders against Schedule contracts: (1) State and local government may place orders against Schedule 70 contracts, and Consolidated Schedule contracts containing information technology Special Item Numbers, and Schedule 84 contracts, on an optional basis; PROVIDED, the Contractor accepts order(s) from such activities; (2) The American National Red Cross may place orders against Federal Supply Schedules for products and services in furtherance of the purposes set forth in its Federal charter (36 U.S.C. § 300102); PROVIDED, the Contractor accepts order(s) from the American National Red Cross; and (3) Other qualified organizations, as defined in section 309 of the Robert T. Stafford Disaster Relief and Emergency Assistance Act (42 U.S.C. § 5152), may place orders against Federal Supply Schedules for products and services determined to be appropriate to facilitate emergency preparedness and disaster relief and set forth in guidance by the Administrator of General Services, in consultation with the Administrator of the Federal Emergency Management Agency; PROVIDED, the Contractor accepts order(s) from such activities. (4) State and local governments may place orders against Federal Supply Schedules for good or services determined by the Secretary of Homeland Security to facilitate recovery from a major disaster declared by the President under the Robert T. Stafford Disaster Relief and Emergency Assistance Act (42 U.S.C. 5121, et seq.) to facilitate disaster preparedness or response, or to facilitate recovery from terrorism or nuclear, biological, chemical, or radiological attack; PROVIDED, the Contractor accepts order(s) from such activities. (e) Articles or services may be ordered from time to time in such quantities as may be needed to fill any requirement, subject to the Order Limitations thresholds which will be specified in resultant contracts. Overseas activities may place orders directly with schedule contractors for delivery to CONUS port or consolidation point. (f) (1) The Contractor is obligated to accept orders received from activities within the Executive Branch of the Federal Government. (2) The Contractor is not obligated to accept orders received from activities outside the Executive Branch; however, the Contractor is encouraged to accept such orders. If the Contractor elects to Contract Clauses for Solicitation FCIS-JB-980001-B Refresh Number 40 Contract Number: GS-35F-0119Y Page: 145 of 176 274 accept such orders, all provisions of the contract shall apply, including clause 552.232-79, Payments by Credit Card. If the Contractor is unwilling to accept such orders, and the proposed method of payment is not through the Credit Card, the Contractor shall return the order by mail or other means of delivery within 5 workdays from receipt. If the Contractor is unwilling to accept such orders, and the proposed method of payment is through the Credit Card, the Contractor must so advise the ordering activity within 24 hours of receipt of order. (Reference clause 552.232-79, Payment by Credit Card.) Failure to return an order or advise the ordering activity within the time frames of this paragraph shall constitute acceptance whereupon all provisions of the contract shall apply. (g) The Government is obligated to purchase under each resultant contract a guaranteed minimum of $2,500 (two thousand, five hundred dollars) during the contract term. (h) All users of GSA’s Federal Supply Schedules, including non-Federal users, shall use the schedules in accordance with the ordering guidance provided by the Administrator of General Services. GSA encourages non-Federal users to follow the Schedule Ordering Procedures set forth in the Federal Acquisition Regulation (FAR) 8.4, but they may use different established competitive ordering procedures if such procedures are needed to satisfy their state and local acquisition regulations and/or organizational policies. 552.238-79 USE OF FEDERAL SUPPLY SCHEDULE CONTRACTS BY NON-FEDERAL ENTITIES (JUL 2016) (a) If an entity identified in paragraph (d) of the clause at 552.238-78, Scope of Contract (Eligible Ordering Activities), elects to place an order under this contract, the entity agrees that the order shall be subject to the following conditions: (1) When the Contractor accepts an order from such an entity, a separate contract is formed which incorporates by reference all the terms and conditions of the Schedule contract except the Disputes clause, the patent indemnity clause, and the portion of the Commercial Item Contract Terms and Conditions that specifies “Compliance with laws unique to Government contracts” (which applies only to contracts with entities of the Executive branch of the U.S. Government). The parties to this new contract which incorporates the terms and conditions of the Schedule contract are the individual ordering activity and the Contractor. The U.S. Government shall not be liable for the performance or nonperformance of the new contract. Disputes which cannot be resolved by the parties to the new contract may be litigated in any State or Federal court with jurisdiction over the parties, applying Federal procurement law, including statutes, regulations and case law, and, if pertinent, the Uniform Commercial Code. To the extent authorized by law, parties to this new contract are encouraged to resolve disputes through Alternative Dispute Resolution. Likewise, a Blanket Purchase Agreement (BPA), although not a contract, is an agreement that may be entered into by the Contractor with such an entity and the Federal Government is not a party. (2) Where contract clauses refer to action by a Contracting Officer or a Contracting Officer of GSA, that shall mean the individual responsible for placing the order for the ordering activity (e.g., FAR 52.212-4 at paragraph (f) and FSS clause I-FSS-249 B.) (3) As a condition of using this contract, eligible ordering activities agree to abide by all terms and conditions of the Schedule contract, except for those deleted clauses or portions of clauses mentioned in paragraph (a)(1) of this clause. Ordering activities may include terms and conditions required by statute, ordinance, regulation, order, or as otherwise allowed by State and local government entities as a part of a statement of work (SOW) or statement of objective (SOO) to the extent that these terms and conditions do not conflict with the terms and conditions of the Schedule contract. The ordering activity and the Contractor expressly acknowledge that, in entering into an agreement for the ordering activity to purchase goods or services from the Contractor, neither the ordering activity nor the Contractor will look to, primarily or in any secondary capacity, or file any claim against the United States or any of its agencies with respect to any failure of performance by the other party. Contract Clauses for Solicitation FCIS-JB-980001-B Refresh Number 40 Contract Number: GS-35F-0119Y Page: 146 of 176 275 (4) The ordering activity is responsible for all payments due the Contractor under the contract formed by acceptance of the ordering activity’s order, without recourse to the agency of the U.S. Government, which awarded the Schedule contract. (5) The Contractor is encouraged, but not obligated, to accept orders from such entities. The Contractor may, within 5 days of receipt of the order, decline to accept any order, for any reason. The Contractor shall fulfill orders placed by such entities, which are not declined within the 5-day period. (6) The supplies or services purchased will be used for governmental purposes only and will not be resold for personal use. Disposal of property acquired will be in accordance with the established procedures of the ordering activity for the disposal of personal property. (b) If the Schedule Contractor accepts an order from an entity identified in paragraph (d) of the clause at 552.238-78, Scope of Contract (Eligible Ordering Activities), the Contractor agrees to the following conditions: (1) The ordering activity is responsible for all payments due the Contractor for the contract formed by acceptance of the order, without recourse to the agency of the U.S. Government, which awarded the Schedule contract. (2) The Contractor is encouraged, but not obligated, to accept orders from such entities. The Contractor may, within 5 days of receipt of the order, decline to accept any order, for any reason. The Contractor shall decline the order using the same means as those used to place the order. The Contractor shall fulfill orders placed by such entities, which are not declined within the 5-day period. (c) In accordance with clause 552.238-74, Industrial Funding Fee and Sales Reporting, the Contractor must report the quarterly dollar value of all sales under this contract. When submitting sales reports, the Contractor must report two dollar values for each Special Item Number: (1) The dollar value for sales to entities identified in paragraph (a) of the clause at 552.238-78, Scope of Contract (Eligible Ordering Activities), and (2) The dollar value for sales to entities identified in paragraph (d) of clause 552.238-78. 552.238-81 MODIFICATIONS (FEDERAL SUPPLY SCHEDULE) (APR 2014) (ALTERNATE I – JUN 2016) (a)General. The Contractor may request a contract modification by submitting a request to the Contracting Officer for approval, except as noted in paragraph (d) of this clause. At a minimum, every request shall describe the proposed change(s) and provide the rationale for the requested change(s). (b)Types of Modifications. (1) Additional items/additional SINs. When requesting additions, the following information must be submitted: (i) Information requested in paragraphs (1) and (2) of the Commercial Sales Practice Format to add SINs. (ii) Discount information for the new items(s) or new SIN(s). Specifically, submit the information requested in paragraphs 3 through 5 of the Commercial Sales Practice Format. If this information is the same as the initial award, a statement to that effect may be submitted instead. (iii) Information about the new item(s) or the item(s) under the new SIN(s) must be Contract Clauses for Solicitation FCIS-JB-980001-B Refresh Number 40 Contract Number: GS-35F-0119Y Page: 147 of 176 276 submitted in accordance with the request for proposal. (iv) Delivery time(s) for the new item(s) or the item(s) under the new SIN(s) must be submitted in accordance with the request for proposal. (v) Production point(s) for the new item(s) or the item(s) under the new SIN(s) must be submitted if required by 52.215-6,Place of Performance. (vi) Hazardous Material information (if applicable) must be submitted as required by 52.223-3 (ALT I),Hazardous Material Identification and Material Safety Data. (vii) Any information requested by 52.212-3(f),Offeror Representations and Certifications—Commercial Items, that may be necessary to assure compliance with FAR 52.225-1,Buy American Act—Balance of Payments Programs—Supplies. (2) Deletions. The Contractors shall provide an explanation for the deletion. The Government reserves the right to reject any subsequent offer of the same item or a substantially equal item at a higher price during the same contract period, if the contracting officer finds the higher price to be unreasonable when compared with the deleted item. (3) Price Reduction. The Contractor shall indicate whether the price reduction falls under the item (i), (ii), or (iii) of paragraph (c)(1) of the Price Reductions clause at 552.238-75. If the Price reduction falls under item (i), the Contractor shall submit a copy of the dated commercial price list. If the price reduction falls under item (ii) or (iii), the Contractor shall submit a copy of the applicable price list(s), bulletins or letters or customer agreements which outline the effective date, duration, terms and conditions of the price reduction. (c)Effective dates. The effective date of any modification is the date specified in the modification, except as otherwise provided in the Price Reductions clause at 552.238-75. (d)Electronic File Updates. The Contractor shall update electronic file submissions to reflect all modifications. For additional items or SINs, the Contractor shall obtain the Contracting Officer's approval before transmitting changes. Contract modifications will not be made effective until the Government receives the electronic file updates. The Contractor may transmit price reductions, item deletions, and corrections without prior approval. However, the Contractor shall notify the Contracting Officer as set forth in the Price Reductions clause at 552.238-75. (e)Amendments to Paper Federal Supply Schedule Price Lists. (1) The Contractor must provide supplements to its paper price lists, reflecting the most current changes. The Contractor may either: (i) Distribute a supplemental paper Federal Supply Schedule Price List within 15 workdays after the effective date of each modification. (ii) Distribute quarterly cumulative supplements. The period covered by a cumulative supplement is at the discretion of the Contractor, but may not exceed three calendar months from the effective date of the earliest modification. For example, if the first modification occurs in February, the quarterly supplement must cover February—April, and every three month period after. The Contractor must distribute each quarterly cumulative supplement within 15 workdays from the last day of the calendar quarter. (2) At a minimum, the Contractor shall distribute each supplement to those ordering activities that previously received the basic document. In addition, the Contractor shall submit two copies of each supplement to the Contracting Officer and one copy to the FSS Schedule Information Center. (f) Electronic submission of modification requests is mandatory via eMod (http://eOffer.gsa.gov), Contract Clauses for Solicitation FCIS-JB-980001-B Refresh Number 40 Contract Number: GS-35F-0119Y Page: 148 of 176 277 unless otherwise stated in the electronic submission standards and requirements at the Vendor Support Center website (http://vsc.gsa.gov). If the electronic submissions standards and requirements information is updated at the Vendor Support Center website, Contractors will be notified prior to the effective date of the change. 552.246-73 WARRANTY—MULTIPLE AWARD SCHEDULE (MAR 2000) (ALTERNATE I—MAY 2003) (a) Applicable to domestic locations. Unless specified otherwise in this contract, the Contractor's standard commercial warranty as stated in the Contractor's commercial price list applies to this contract. (b) Applicable to overseas destinations. Unless specified otherwise in this contract, the Contractor's standard commercial warranty as stated in the commercial price list applies to this contract, except as follows: (1) The Contractor must provide, at a minimum, a warranty on all non-consumable parts for a period of 90 days from the date that the ordering activity accepts the product. (2) The Contractor must supply parts and labor required under the warranty provisions free of charge. (3) The Contractor must bear the transportation costs of returning the products to and from the repair facility, or the costs involved with Contractor personnel traveling to the ordering activity facility for the purpose of repairing the product onsite, during the 90 day warranty period. 552.252-6 AUTHORIZED DEVIATIONS IN CLAUSES (SEP 1999) (DEVIATION FAR 52.252-6) (a) Deviations to FAR clauses. (1) This solicitation or contract indicates any authorized deviation to a Federal Acquisition Regulation (48 CFR Chapter 1) clause by the addition of "(DEVIATION)" after the date of the clause, if the clause is not published in the General Services Administration Acquisition Regulation (48 CFR Chapter 5). (2) This solicitation indicates any authorized deviation to a Federal Acquisition Regulation (FAR) clause that is published in the General Services Administration Acquisition Regulation by the addition of "(DEVIATION (FAR clause no.))" after the date of the clause. (b) Deviations to GSAR clauses. This solicitation indicates any authorized deviation to a General Services Administration Acquisition Regulation clause by the addition of "(DEVIATION)" after the date of the clause. (c) "Substantially the same as" clauses. Changes in wording of clauses prescribed for use on a "substantially the same as" basis are not considered deviations. C-FSS-370 CONTRACTOR TASKS / SPECIAL REQUIREMENTS (NOV 2003) (a) Security Clearances: The Contractor may be required to obtain/possess varying levels of security clearances in the performance of orders issued under this contract. All costs associated with obtaining/possessing such security clearances should be factored into the price offered under the Multiple Award Schedule. (b) Travel: The Contractor may be required to travel in performance of orders issued under this Contract Clauses for Solicitation FCIS-JB-980001-B Refresh Number 40 Contract Number: GS-35F-0119Y Page: 149 of 176 278 contract. Allowable travel and per diem charges are governed by Pub .L. 99-234 and FAR Part 31, and are reimbursable by the ordering agency or can be priced as a fixed price item on orders placed under the Multiple Award Schedule. Travel in performance of a task order will only be reimbursable to the extent authorized by the ordering agency. The Industrial Funding Fee does NOT apply to travel and per diem charges. (c) Certifications, Licenses and Accreditations: As a commercial practice, the Contractor may be required to obtain/possess any variety of certifications, licenses and accreditations for specific FSC/service code classifications offered. All costs associated with obtaining/ possessing such certifications, licenses and accreditations should be factored into the price offered under the Multiple Award Schedule program. (d) Insurance: As a commercial practice, the Contractor may be required to obtain/possess insurance coverage for specific FSC/service code classifications offered. All costs associated with obtaining/possessing such insurance should be factored into the price offered under the Multiple Award Schedule program. (e) Personnel: The Contractor may be required to provide key personnel, resumes or skill category descriptions in the performance of orders issued under this contract. Ordering activities may require agency approval of additions or replacements to key personnel. (f) Organizational Conflicts of Interest: Where there may be an organizational conflict of interest as determined by the ordering agency, the Contractor’s participation in such order may be restricted in accordance with FAR Part 9.5. (g) Documentation/Standards: The Contractor may be requested to provide products or services in accordance with rules, regulations, OMB orders, standards and documentation as specified by the agency’s order. (h) Data/Deliverable Requirements: Any required data/deliverables at the ordering level will be as specified or negotiated in the agency’s order. (i) Government-Furnished Property: As specified by the agency’s order, the Government may provide property, equipment, materials or resources as necessary. (j) Availability of Funds: Many Government agencies’ operating funds are appropriated for a specific fiscal year. Funds may not be presently available for any orders placed under the contract or any option year. The Government’s obligation on orders placed under this contract is contingent upon the availability of appropriated funds from which payment for ordering purposes can be made. No legal liability on the part of the Government for any payment may arise until funds are available to the ordering Contracting Officer. (k) Overtime: For professional services, the labor rates in the Schedule should not vary by virtue of the Contractor having worked overtime. For services applicable to the Service Contract Act (as identified in the Schedule), the labor rates in the Schedule will vary as governed by labor laws (usually assessed a time and a half of the labor rate). C-FSS-412 CHARACTERISTICS OF ELECTRIC CURRENT (MAY 2000) Contractors supplying equipment which uses electrical current are required to supply equipment suitable for the electrical system at the location at which the equipment is to be used as specified on the order. C-FSS-425 WORKMANSHIP (OCT 1988) Any item contracted for must be new, current model at the time of offer, unless otherwise specified. Each Contract Clauses for Solicitation FCIS-JB-980001-B Refresh Number 40 Contract Number: GS-35F-0119Y Page: 150 of 176 279 article must perform the functions for its intended use. C-FSS-427 ANSI STANDARDS (JUL 1991) ANSI Standards cited in this solicitation may be obtained from the American National Standards Institute, Inc., 11 West 42nd Street, 13th Floor, New York, NY 10036 (Tel: (212) 642-4900). CI-FSS-002 SUBMISSION OF OFFERS—ADDITIONAL INSTRUCTIONS (MAR 1996) Offerors are requested to submit a signed original and 2 copies of SF-1449 together with all addenda and attachments complete in every respect with the exception of oversized blueprints, drawings, or similar documents attached to the solicitation. Oversized blueprints, drawings, or similar documents are not required to be duplicated for the purpose of submitting a duplicate copy of the offer to GSA. CI-FSS-052 AUTHENTICATION PRODUCTS AND SERVICES (JAN 2010) (a) General Background. (1) The General Services Administration (GSA) originally established the Access Certificates for Electronic Services (ACES) Program to provide digital certificates and PKI services for enabling e-Government applications that require logical access control, digital signature and/or electronic authentication. The ACES Program provided for the issuance of electronic credentials to individuals and entities external to the Federal Government. The Federal PKI Policy Authority approved the policies and requirements of the ACES Program to satisfy the Federal requirements for cross-certification with the Federal Bridge Certification Authority (FBCA) and participation in the Federal e-Authentication initiative. The term “Identity and Access Management” (IAM) is now being used to clearly define the kinds of services that meet the requirements for service providers and products that support FISMA-compliant IAM systems deployed by federal agencies. In addition, many states have adopted corresponding standards for IAM. (2) Homeland Security Presidential Directive 12 (HSPD-12), “Policy for a Common Identification Standard for Federal Employees and Contractors” establishes the requirement for a mandatory Government-wide standard for secure and reliable forms of identification issued by the Federal Government to its employees and contractor employees assigned to Government contracts in order to enhance security, increase Government efficiency, reduce identity fraud, and protect personal privacy. Further, the Directive requires the Department of Commerce to promulgate a Federal standard for secure and reliable forms of identification within six months of the date of the Directive. As a result, the National Institute of Standards and Technology (NIST) released Federal Information Processing Standard (FIPS) 201: Personal Identity Verification of Federal Employees and Contractors on February 25, 2005. FIPS 201 requires that the digital certificates incorporated into the Personal Identity Verification (PIV) identity credentials comply with the X.509 Certificate Policy for the U.S. Federal PKI Common Policy Framework. In addition, FIPS 201 requires that Federal identity badges referred to as PIV credentials, issued to Federal employees and contractors comply with the Standard and associated NIST Special Publications 800-73, 800-76, 800-78, and 800-79. (b) Special Item Numbers. The General Services Administration has established the e-Authentication Initiative (see URL: http://www.idmanagement.gov) to provide common infrastructure for the authentication of the public and internal federal users for logical access to Federal e-Government applications and electronic services. To support the government-wide implementation of HSPD-12 and the Federal e-Authentication Initiative, GSA has established Special Item Numbers (SINs) pertaining to Authentication Products and Services, including Electronic Credentials, Digital Certificates, Contract Clauses for Solicitation FCIS-JB-980001-B Refresh Number 40 Contract Number: GS-35F-0119Y Page: 151 of 176 280 e-Authentication, Identify and Access Management, PKI Shared Service Providers, and HSPD-12 Product and Service Components. (c) Qualification Information. (1) All Authentication Products and Services must be qualified as being compliant with Government-wide requirements before they will be included on a GSA Information Technology (IT) Schedule contract. The Qualification Requirements and associated evaluation procedures against the Qualification Requirements for each SIN and the specific Qualification Requirements for HSPD-12 implementation components are presented at the following URL: http://www.idmanagement.gov. (2) In addition, the National Institute of Standards and Technology (NIST) has established the NIST Personal Identity Verification Program (NPIVP) to evaluate integrated circuit chip cards and products against conformance requirements contained in FIPS 201. GSA has established the FIPS 201Evaluation Program to evaluate other products needed for agency implementation of HSPD-12 requirements where normative requirements are specified in FIPS 201 and to perform card and reader interface testing for interoperability. Products that are approved as FIPS-201 compliant through these evaluation and testing programs may be offered directly through the HSPD-12 Product and Services Components SIN, under the category “Approved FIPS 201-Compliant Products and services”. (d) Qualification Requirements. (1) Offerors proposing Authentication products and services under the established Special Item Numbers (SINs) are required to provide the following: (i) Proposed items must be determined to be compliant with Federal requirements for that Special Item Number. Qualification Requirements and procedures for the evaluation of products and services are posted at the URL: http://www.idmanagement.gov. GSA will follow these procedures in qualifying offeror’s products and services against the Qualification Requirements for applicable to SIN. Offerors must submit all documentation certification letter(s) for Authentication Products and Services offerings at the same time as the submission of proposal. Award will be dependent upon receipt of official documentation from the Acquisition Program Management Office (APMO) listed below verifying satisfactory qualification against the Qualification Requirements of the proposed SIN(s). (ii) After award, Contractor agrees that certified products and services will not be offered under any other SIN on any GSA Multiple Award Schedule. (iii) (A) If the Contractor changes the products or services previously qualified, GSA may require the contractor to resubmit the products or services for re-qualification. (B) If the Federal Government changes the qualification requirements or standards, Contractor must resubmit the products and services for re-qualification. (2) Immediately prior to making an award, Contracting Officers MUST consult the following website to ensure that the supplies and/or services recommended for award under any Authentication Products and Services SINs are in compliance with the latest APL qualification standards: www.idmanagement.gov . A dated copy of the applicable page should be made and included with award documents. (e) Demonstrating Conformance. (1) The Federal Government has established Qualification Requirements for demonstrating conformance with the Standards. The following websites provide additional information Contract Clauses for Solicitation FCIS-JB-980001-B Refresh Number 40 Contract Number: GS-35F-0119Y Page: 152 of 176 281 regarding the evaluation and qualification processes: (i) For Access Certificates for Electronic Services (ACES) and PKI Shared Service Provider (SSP) Qualification Requirements and evaluation procedures: http://www.idmanagement.gov; (ii) For HSPD-12 Product and Service Components Qualification Requirements and evaluation procedures: http://www.idmanagement.gov; (iii) For FIPS 201 compliant products and services qualification and approval procedures: http://www.csrc.nist.gov/piv-project/ and http://www.smart.gov . (f) Acquisition Program Management Office (APMO). GSA has established the APMO to provide centralized technical oversight and management regarding the qualification process to industry partners and Federal agencies. Contact the following APMO for information on the e-Authentication Qualification process. Technical, APMO, FIPS 201and HSPD-12 Points of Contacts can be found below, or in an additional attachment to the Solicitation. See Attachment CI-FSS-055 COMMERCIAL SATELLITE COMMUNICATION (COMSATCOM) SERVICES (DEC 2014) To ensure the protection of controlled unclassified information (CUI) as required by Federal Information Security Management Act of 2002 and DoDM 5200.01-V4 (DoD Information Security Program: Controlled Unclassified Information (CUI) the following shall be implemented. (a)General Background. Special Item Numbers (SINs) have been established for Commercial Satellite Communications (COMSATCOM) services, focused on transponded capacity (SIN 132-54) and fixed and mobile subscription services (SIN 132-55), to make available common COMSATCOM services to all Ordering Activities. (b)Information Assurance. (1) The Contractor shall demonstrate, to the maximum extent practicable, the ability to meet: (i) The Committee on National Security Systems Policy (CNSSP) 12, “National Information Assurance Policy for Space Systems used to Support National Security Missions,” or (ii) Department of Defense Directive (DoDI) 8581.1, “Information Assurance (IA) Policy for Space Systems Used by the Department of Defense.” (2) The Contractor shall demonstrate the ability to comply with the Federal Information Security Management Act of 2002 as implemented by Federal Information Processing Standards Publication 200 (FIPS 200), “Minimum Security Requirements for Federal Information and Information Systems.” In response to Ordering Activity requirements, at a minimum, all services shall meet the requirements assigned against: (i) A low-impact information system (per FIPS 200) that is described in the current revision of National Institute of Standards and Technology (NIST) Special Publication (SP) 800-53, “Recommended Security Controls for Federal Information Systems and Organizations,” Contract Clauses for Solicitation FCIS-JB-980001-B Refresh Number 40 Contract Number: GS-35F-0119Y Page: 153 of 176 282 (3) The Contractor’s information assurance boundary is where the Contractor’s services connect to the user terminals/equipment (i.e., includes satellite command encryption (ground and space); systems used in the Satellite Operations Centers (SOCs), Network Operations Centers (NOCs) and teleport; and terrestrial infrastructure required for service delivery). (c)Delivery Schedule. The Contractor shall deliver COMSATCOM services in accordance with 552.211-78. (d)Portability. The Contractor shall have the capability to redeploy COMSATCOM services, subject to availability. Portability shall be provided within the COMSATCOM Contractor’s resources at any time as requested by the Ordering Activity. When portability is exercised, evidence of equivalent net present value (NPV) shall be provided by the Contractor. (e)Flexibility/Optimization. The Contractor shall have the capability to re-groom resources for spectral, operational, or price efficiencies. Flexibility/optimization shall be provided within the COMSATCOM Contractor’s resources at any time as requested by the Ordering Activity. When flexibility/optimization is exercised, evidence of equivalent net present value (NPV) shall be provided by the contractor. The Contractor is encouraged to submit re-grooming approaches for Ordering Activity consideration that may increase efficiencies for existing COMSATCOM services. (f)Net Ready (Interoperability). COMSATCOM services shall be consistent with commercial standards and practices. Services shall have the capability to access and/or interoperate with Government or other Commercial teleports/gateways and provide enterprise service access to or among networks or enclaves. Interfaces may be identified as interoperable on the basis of participation in a sponsored interoperability program. (g)Network Monitoring (Net OPS). The Contractor shall have the capability to electronically collect and deliver near real-time monitoring, fault/incident/outage reporting, and information access to ensure effective and efficient operations, performance, and availability, consistent with commercial practices. Consistent with the Contractor’s standard management practices, the Net Ops information will be provided on a frequency (example: every 6 hours, daily) and format (example: SNMP, XML) as defined in a requirement to a location/entity/electronic interface defined by the Ordering Activity. Specific reporting requirements will be defined by the Ordering Activity. (h)EMI/RFI Identification, Characterization, and Geo-location. The Contractor shall have the capability to collect and electronically report in near real-time Electro Magnetic Interference (EMI) / Radio Frequency Interference (RFI) identification, characterization, and geo-location, including the ability to identify and characterize sub-carrier EMI/RFI being transmitted underneath an authorized carrier, and the ability to geo-locate the source of any and all EMI/RFI. The Contractor shall establish and use with the Ordering Activity a mutually agreed upon media and voice communications capability capable of protecting “Sensitive, but Unclassified” data. (i)Security. (1) The contractor may be required to obtain/possess varying levels of personnel and facility security clearances up to U.S. Government TOP SECRET/Sensitive Compartmented Information (TS/SCI) or equivalent clearances assigned by the National Security Authority of a NATO Member State or Major Non-NATO Ally. Contract Clauses for Solicitation FCIS-JB-980001-B Refresh Number 40 Contract Number: GS-35F-0119Y Page: 154 of 176 283 (2) For incident resolution involving classified matters, the Contractor shall provide appropriately cleared staff who can affect COMSATCOM services operations (example: satellite payload operations, network operations). The Contractor shall provide a minimum of one operations staff member AND a minimum of one person with the authority to commit the company if resolution requires business impacting decisions (example: Chief Executive Officer, Chief Operations Officer, etc.). (3) When Communications Security or Transmission Security equipment or keying material is placed in the equipment/terminal shelter, the Contractor shall ensure compliance with applicable physical security directives/guidelines and that all deployed equipment/terminal operations and maintenance personnel shall possess the appropriate clearances, equal to or higher than the classification level of the data being transmitted. Where local regulations require use of foreign personnel for terminal operations and maintenance, then the Contractor shall ensure compliance with applicable security directives/guidelines and document to the U.S. Government’s satisfaction that protective measures are in place and such individuals have equivalent clearances granted by the local host nation. (4) For classified operations security (OPSEC), the Contractor shall ensure that all personnel in direct contact with classified OPSEC indicators (example: the unit, location, and time of operations) have U.S. SECRET or higher personnel security clearances, or, as appropriate, equivalent clearances assigned by the National Security Authority of a NATO Member State or Major Non-NATO Ally, in accordance with applicable security directives and guidelines. (5) To ensure the capability of communicating classified intelligence information to satellite vendors cleared satellite vendor/staff must have access to secure voice communications for emergency purposes. Communications security equipment (COMSEC) certified by the National Security Agency (NSA) to secure critical unclassified and up to and including SECRET communication transmissions at their operating locations is required. (6) The Contractor shall have the capability to “mask” or “protect” users against unauthorized release of identifying information to any entity that could compromise operations security. Identifying information includes but is not limited to personal user and/or unit information including tail numbers, unit names, unit numbers, individual names, individual contact numbers, street addresses, etc. (j)Third party billing for COMSATCOM subscription services. The Contractor shall identify authorized network infrastructure for the Ordering Activity. In some cases, the user of the terminal may access network infrastructure owned or operated by a third party. In the event a terminal is used on a third party’s network infrastructure, the Contractor shall provide to the Ordering Activity, invoices and documentation reflecting actual usage amount and third party charges incurred. The Ordering Activity shall be billed the actual third party charges incurred, or the contract third party billing price, whichever is less. (k)DoD Solicitation Pre and Post Award Requirement for Communications and Data Protection Using External Certificate Authority Public Key Infrastructure (ECA PKI). To ensure the protection of controlled unclassified information (CUI) as required by Federal Information Security Management Act of 2002 and DoDM 5200.01-V4 (DoD Information Security Program: Controlled Unclassified Information (CUI) the following shall be implemented. (1) Vendors shall digitally sign and encrypt all DoD RFQ and task order related documents, to include contract deliverables, emailed to government agents. Government agents include, but are not limited to, DISA (COMSATCOM Center), DITCO, the Regional SATCOM Support Centers, General Services Administration, users of contractor-provided services, and government-contracted support. Digital signatures and encryption shall be provided through the use of Medium Hardware Assurance Public Key Infrastructures certificates, and associated hardware, issued by one of the approved External Certificate Authority (ECA) vendors. Contract Clauses for Solicitation FCIS-JB-980001-B Refresh Number 40 Contract Number: GS-35F-0119Y Page: 155 of 176 284 Contractors that desire to respond to DoD task order solicitations, receive and perform DoD task orders shall obtain this capability within 10 days after award of Schedule 70 Contract SINs 135-54 & 132-55 or BPAs for satellite services. Existing Schedule 70 Contractor holders of SINs 132-54 & 132-55 interested in bidding on DoD Task Orders shall obtain this capability prior to bidding on any DoD solicitations. (2) The following DISA web page (http://iase.disa.mil/pki/eca/) provides links to approved ECAs. To obtain a certificate, select one of the approved ECA vendors and complete the registration. Each individual registering for a PKI certificate must verify their identity during the registration process. ECA vendors charge a fee for each registration. Note: Regulation CI-FSS-055 For additional Modification guidelines and instructions, specifically pertaining to COMSATCOM, please review the documentation published to http://www.gsa.gov/schedule70, and http://www.gsa.gov/fcsa. CI-FSS-056 FEDERAL ACQUISITION REGULATION (FAR) PART 51 DEVIATION AUTHORITY (FEDERAL SUPPLY SCHEDULES) (JAN 2010) (a)General Background. On October 8, 2009, a class deviation to FAR Part 51 was granted by GSA’s Senior Procurement Executive in accordance with FAR Subpart 1.404, Class deviations. The deviation permits federal contracting officers to authorize GSA contractors, who are performing an order on a time-and-material or labor-hour basis, to purchase supplies and services from schedule contractors or to process requisitions through the Global Supply Program. (b)Orders. Orders placed using the FAR Part 51 deviation shall be: (1) Placed on a time-and-materials (T&M)/labor-hour (LH) basis—an order placed by the Federal Government to the buying contractor can be partially fixed price, but the portion of the order for the items to be procured using the FAR Part 51 deviation shall be T&M/LH; (2) For ancillary supplies/services that are in support of the overall order such that the items are not the primary purpose of the work ordered, but are an integral part of the total solution offered; (3) Issued in accordance with the procedures in FAR 8.405-1, Ordering Procedures for supplies, and services not requiring a statement of work; (4) Placed by the Federal Government. The authorization is NOT available to state and local governments. (c) For comprehensive guidance on the proper use the FAR Part 51 authority granted by the deviation, please refer to the Ordering Guide at www.gsa.gov/far51deviation. CI-FSS-152-N ADDITIONAL EVALUATION FACTORS FOR NEW Contract Clauses for Solicitation FCIS-JB-980001-B Refresh Number 40 Contract Number: GS-35F-0119Y Page: 156 of 176 285 OFFERORS UNDER SCHEDULE 70 (SEP 2016) (a) The Government will consider award to an offeror who has been determined to be responsible, whose offer conforms to all solicitation requirements, who is determined technically acceptable, who has acceptable past performance, and whose prices are determined fair and reasonable. (b) All technical evaluation factors will be reviewed, evaluated, and rated acceptable or unacceptable based on the criteria listed below. Award will be made on a SIN-by-SIN basis. A rating of “unacceptable” under any technical evaluation factor, by SIN, will result in an “unacceptable” rating overall for that SIN, and that SIN will be rejected. Offers determined unacceptable for all proposed SIN(s) will be rejected. I. TECHNICAL EVALUATION FACTORS: (1) FACTOR 1: Corporate Experience: See SCP-FSS-001-N (2) FACTOR 2: Past Performance: See SCP-FSS-001-N (3) FACTOR 3: Quality Control: See SCP-FSS-001-N (4) FACTOR 4: Relevant Project Experience: See SCP-FSS-004. Additional requirements are: (i.) SIN 132-45A Penetration Testing, SIN 132-45B Incident Response, SIN 132-45C Cyber Hunt, SIN 132-45D Risk and Vulnerability Assessment, SIN 132-51 IT Professional Services, SIN 132-60f Identity Access Management (IAM) Professional Services only. (A) Provide a description of the offeror’s experience in the professional information technology services offered under SIN 132-45A, SIN 132-45B, SIN 132-45C, SIN 132-45D, SIN 132-51 and/or SIN 132-60f. Describe three completed or on-going project(s), similar in size and complexity to the effort contemplated herein and in sufficient detail for the Government to perform an evaluation. For SIN 132-60f, two of the three projects described must be prior Federal Government application deployment projects for public-facing IT systems. Each completed example shall have been completed within the last two years. All examples of completed services shall have been found to be acceptable by the ordering activity. If the offeror cannot provide three examples of past experience, they may provide additional documentation to substantiate project experience to be evaluated by the contracting officer. (B) Within the four-page limitation for each project narrative, offerors shall outline the following for proposed SINs SIN 132-45A, SIN 132-45B, SIN 132-45C, SIN 132-45D, 132-51 and 132-60f: 1) Provide background information on the project or projects presented to demonstrate expertise. 2) Outline how the project or projects are related to the proposed SIN(s). 3) Submit summary of the final deliverables for the noted project or projects. 4) Offerors shall demonstrate that the tasks performed are of a similar complexity to the work solicited under this solicitation. 5) Provide the following information for each project submitted: i) Project/Contract Name; Contract Clauses for Solicitation FCIS-JB-980001-B Refresh Number 40 Contract Number: GS-35F-0119Y Page: 157 of 176 286 ii) Project Description; iii) Dollar Amount of Contract; iv) Project Duration, which includes the original estimated completion date and the actual completion date; and v) Point of Contact and Telephone Number. (ii.) SIN 132-54, Commercial Satellite Communications (COMSATCOM) Transponded Capacity and/or SIN 132-55, COMSATCOM Subscription Services (A) Provide a description of the offeror’s experience delivering COMSATCOM services as described in CI-FSS-055 Commercial Satellite Communication (COMSATCOM) Services. For each COMSATCOM Services SIN proposed, describe three completed or ongoing projects, similar in size and complexity to the services the vendor is proposing to offer and in sufficient detail for the Government to perform an evaluation. (NOTE: If applying for both SIN 132-54 and 132-55, describe three projects related to SIN 132-54, and another three projects related to SIN 132-55.) All completed projects shall have been completed within the last three years prior to submission of the vendor’s COMSATCOM Services SIN proposal. Performance of all completed projects shall have been found acceptable by the ordering activity. If the offeror cannot provide three projects, it may provide additional documentation to substantiate project experience to be evaluated by the contracting officer. (B) Within the four-page limitation for each project narrative, the offeror shall include the following information: 1) Provide background information on the project presented to demonstrate familiarity and expertise servicing COMSATCOM requirements. 2) Outline how the project is related to the proposed COMSATCOM Services SIN. 3) Demonstrate that the tasks performed are of a similar size, scope, and complexity to the work solicited under this solicitation. 4) Provide the following information for each project submitted: i) Project/Contract Name; ii) Project Description; iii) Dollar Amount of Contract; iv) Project Duration, which includes the original estimated completion date and the actual completion date; and v) Point of Contact and Telephone Number. (iii.) Information Assurance Minimum Security Controls Compliance for SIN 132-54, Commercial Satellite Communications (COMSATCOM) Transponded Capacity Services and SIN 132-55, COMSATCOM Subscription Services only. (A) Federal policy specifies Government customer compliance with the Federal Information Security Management Act of 2002 as implemented by Federal Contract Clauses for Solicitation FCIS-JB-980001-B Refresh Number 40 Contract Number: GS-35F-0119Y Page: 158 of 176 287 Information Processing Standards Publication 200 (FIPS 200), “Minimum Security Requirements for Federal Information and Information Systems.” This standard specifies minimum security requirements Federal agencies must meet, defined through the use of security controls described in National Institute of Standards and Technology (NIST) Special Publication (SP) 800-53, “Recommended Security Controls for Federal Information Systems and Organizations,” DoD Instruction (DoDI) 8500.2, “Information Assurance Implementation,” and associated documents. (B) Complete the Information Assurance Checklist found on the GSA SATCOM Services Program Management Office website (http://www.gsa.gov/portal/content/122627). (C) The Government will evaluate the Information Assurance Checklist submitted as part of offeror’s proposal to determine whether the offeror understands the minimum security controls, and has processes, personnel, and infrastructure that currently complies or demonstrates a reasonable approach to becoming compliant with all the minimum security controls for at least a low-impact information system or MAC III system. (iv.) SIN 132-56 Health Information Technology Services (A) Provide a description of the offeror’s experience in the Health information technology services offered under SIN 132-56. Describe three completed or on-going project(s), similar in size and complexity to the effort contemplated herein and in sufficient detail for the Government to perform an evaluation. Each completed example shall have been completed within the last three years. All examples of completed services shall have been found to be acceptable by the ordering activity. (B) Within the four-page limitation for each project narrative, offerors shall outline the following for proposed SIN 132-56: 1) Provide background information on the project or projects presented to demonstrate Health IT expertise. 2) Outline how the project or projects are related to the proposed Health IT SIN. 3) Submit summary of the final deliverables for the noted project or projects. 4) Offerors shall demonstrate that the tasks performed are of a similar complexity to the work solicited under this solicitation. 5) Provide the following information for each project submitted: i) Project/Contract Name; ii) Project Description; iii) Dollar Amount of Contract; iv) Project Duration, which includes the original estimated completion date and the actual completion date; and v) Point of Contact and Telephone Number. Contract Clauses for Solicitation FCIS-JB-980001-B Refresh Number 40 Contract Number: GS-35F-0119Y Page: 159 of 176 288 (v.) Project Experience for Authentication Products and Services (Homeland Security Presidential Directive 12 (HSPD-12) Only): All offers must be in compliance with guidance in National Institute of Standards and Technology (NIST) Special Publication (SP) 800-63, OMB Memorandum 04-04: (A) SIN 132-60a: Offerings must include policy-compliant agency setup, testing, credential issuance, subscriber customer service account management, revocation, and credential validation as part of the basic service. Technical evaluation criteria are - 1) Successful completion of Level 1 Credential Assessment - Include Assessment Report 2) Successful completion of applicable interoperability testing - Include Test Report (B) SIN 132-60b: Offerings must include policy-compliant agency setup, testing, identity proofing, credential issuance, subscriber customer service account management, revocation, and credential validation as part of the basic service. Technical evaluation criteria are - 1) Successful completion of Level 2 Credential Assessment - Include Assessment Report 2) Successful completion of applicable interoperability testing - Include Test Report (C) SIN 132-60c: Offerings must include policy compliant ID proofing, Credential issuance, continued account management, revocation, and certificate validation as part of the basic service. Technical evaluation criteria are - 1) Successful completion of Level 3 and 4 Credential Assessment - Include Assessment Report 2) Access Certificates for Electronic Services (ACES) Security Certification and Accreditation (C&A) as a condition of obtaining and retaining approval to operate as a Certification Authority (CA) under the ACES Certificate policy and the GSA ACES Program. – Include Authorization to Operate (ATO) letter. 3) Common criteria for other Certification Authorities cross-certified by the Federal Bridge (D) SIN 132-60d: Offerings must be - 1) Listed on GSA’s Federal Information Processing Standards (FIPS) 201 Approved Products List. 2) Crypto Modules must be FIPS 140-2 validated. (E) SIN 132-60e: Offerings must include precursor services such as bulk load, testing, identity proofing, credential issuance, subscriber customer service account management, revocation, and credential validation as part of the basic service. Also includes translation and validation services, and partial services such as 3rd-party identity proofing or secure hosting. Technical evaluation criteria are - 1) Demonstrated compliance with NIST SP 800-63, as applicable to the Contract Clauses for Solicitation FCIS-JB-980001-B Refresh Number 40 Contract Number: GS-35F-0119Y Page: 160 of 176 289 technologies being utilized by the offeror. 2) Compliance with published E-Authentication architecture, verified by a clearance letter from GSA’s Office of Governmentwide Policy. (F) SIN 132-60f: Technical evaluation criteria are - 1) Documented experience with deployment of policy-compliant Identity and Access Management (IAM) projects in Government agencies. This includes IAM technologies and standards, including Security Assertion Markup Language (SAML), Public Key Infrastructure (PKI) and the Web Services (WS)-Federation specification. Offerors should describe in detail their competencies when proposing under this SIN. (5) Factor 5 - ORAL TECHNICAL EVALUATION: See SCP-FSS-004. Offerors proposing services under SIN 132-45A Penetration Testing, SIN 132-45B Incident Response, SIN 132-45C Cyber Hunt, and/or SIN 132-45D Risk and Vulnerability Assessments additional requirements are: ORAL TECHNICAL EVALUATION OVERVIEW: Offeror shall participate in an oral technical evaluation that will be conducted by a Technical Evaluation Board (TEB). The oral technical evaluation will be held at the unclassified level and will be scheduled by the TEB. The oral technical evaluation will be used to assess the offeror’s capability to successfully perform the services within the scope of each SIN as set forth in this solicitation. Offeror/Contractor shall review Factor 5 Oral Technical Evaluation Criteria in SCP-FSS-004 section (d)(II)(5)(iii) to this solicitation for details on the knowledge areas to be assessed in the evaluation and the criteria for a ‘Acceptable’ or ‘Unacceptable’ rating under this factor. (i) ORAL TECHNICAL EVALUATION CONSTRAINTS: The offeror shall identify up to five key personnel, by name and association with the offeror, who will field questions during the oral technical evaluation. After opening remarks by the TEB, the offeror will respond to a series of questions and scenarios in 40 minutes per SIN. The evaluation will be stopped precisely after 40 minutes. The total evaluation session is expected to up to three (3) hours, depending on the number of SINs the offeror is proposing. The TEB Chairperson will be responsible for ensuring the schedule is met and that all offerors are given the same opportunity to present and answer questions. (ii) ORAL TECHNICAL EVALUATION SCHEDULING: The TEB will contact the offeror’s authorized negotiator or the signatory of the SF 1449 via email to schedule the oral technical evaluation. Evaluation time slots will be assigned on a first-come-first-served basis. The Government reserves the right to reschedule any offeror’s oral technical evaluation at its sole discretion. The oral technical evaluation will be held at facilities designated by the TEB. The exact location, seating capacity, and any other relevant information will be provided when the evaluations are scheduled. The government may make accommodations for vendors to participate in the oral evaluations virtually, if they are unable to participate in-person. (iii) PROHIBITION OF ELECTRONIC RECORDING OF THE ORAL TECHNICAL EVALUATION: The offeror may not record or transmit any of the oral evaluation process. All offeror’s electronic devices shall be removed from the room during the evaluation. The offeror is permitted to have a timer in the room during the evaluation, provided by the TEB. (iv) RESUBMISSION RESTRICTIONS FOR UNSUCCESSFUL VENDORS UNDER THIS EVALUATION FACTOR: Offeror, whom the TEB has found to have not met the “acceptable” criteria under this evaluation factor shall be given one (1) opportunity to provide clarifications to the TEB. The offeror will have 24 hours from the time of the Contract Clauses for Solicitation FCIS-JB-980001-B Refresh Number 40 Contract Number: GS-35F-0119Y Page: 161 of 176 290 notice from the TEB to provide clarifications. Offerors, who have provided clarifications and still have not met the “acceptable” criteria, shall be rejected and shall be ineligible to re-submit proposals to participate in the SIN for which they were rejected for a period of six (6) months following the date of rejection. 1 CI-FSS-152-S ADDITIONAL EVALUATION FACTORS FOR SUCCESSFUL FSS PROGRAM CONTRACTORS UNDER SCHEDULE 70 (OCT 2015) (a) The Government will consider award to an offeror who has been determined to be responsible, whose offer conforms to all solicitation requirements, who is determined technically acceptable, who has acceptable past performance, and whose prices are determined fair and reasonable. (b) All technical evaluation factors will be reviewed, evaluated, and rated acceptable or unacceptable based on the criteria listed below. Award will be made on a SIN-by-SIN basis. A rating of “unacceptable” under any technical evaluation factor, by SIN, will result in an “unacceptable” rating overall for that SIN, and that SIN will be rejected. Offers determined unacceptable for all proposed SIN(s) will be rejected. I. TECHNICAL EVALUATION FACTORS: (1) Quality Control: See SCP-FSS-001-S (2) Past Performance: See SCP-FSS-001-S II. PRICE PROPOSAL FACTOR:See SCP-FSS-001-S and SCP-FSS-004. D-FSS-471 MARKING AND DOCUMENTATION REQUIREMENTS PER SHIPMENT (APR 1984) It shall be the responsibility of the Ordering Office to determine the full marking and documentation requirements necessary under the various methods of shipment authorized by the contract. Set forth below is the minimum information and documentation that will be required for shipment. In the event the Ordering Office fails to provide the essential information and documentation, the Contractor shall, within three days after receipt of order, contact the Ordering Office and advise them accordingly. The Contractor shall not proceed with any shipment requiring transshipment via U.S. Government facilities without the below stated prerequisites: Direct Shipments. The Contractor shall mark all items ordered against this contract with indelible ink, paint or fluid, as follows: (1) Traffic Management or Transportation Officer at FINAL destination. (2) Ordering Supply Account Number. (3) Account number. (4) Delivery Order or Purchase Order Number. Contract Clauses for Solicitation FCIS-JB-980001-B Refresh Number 40 Contract Number: GS-35F-0119Y Page: 162 of 176 291 (5) National Stock Number, if applicable; or Contractor's item number. (6) Box ________ of ________ Boxes. (7) Nomenclature (brief description of items). D-FSS-477 TRANSSHIPMENTS (APR 1984) The Contractor shall complete TWO DD Forms 1387, Military Shipment Labels and, if applicable, four copies of DD Form 1387-2, Special Handling/Data Certification—used when shipping chemicals, dangerous cargo, etc. Two copies of the DD Form 1387 will be attached to EACH shipping container delivered to the port Transportation Officer for subsequent transshipment by the Government as otherwise provided for under the terms of this contract. These forms will be attached to one end and one side (NOT on the top or bottom) of the container. The Contractor will complete the bottom line of these forms, which pertains to the number of pieces, weight and cube of each piece, using U.S. weight and cubic measures. Weights will be rounded off to the nearest pound. (One kg = 2.2 U.S. pounds; one cubic meter = 35.3156 cubic feet.) In addition, if the cargo consists of chemicals, or is dangerous, one copy of the DD Form 1387 2 will be attached to the container, and three copies will be furnished to the Transportation Officer with the Bill of Lading. DANGEROUS CARGO WILL NOT BE INTERMINGLED WITH NONDANGEROUS CARGO IN THE SAME CONTAINER. Copies of the above forms, and preparation instructions will be obtained from the Ordering Office issuing the Delivery Order. Reproduced copies of the forms are acceptable. FAILURE TO INCLUDE DD FORMS 1387 (AND DD FORM 1387-2, IF APPLICABLE) ON EACH SHIPPING CONTAINER WILL RESULT IN REJECTION OF SHIPMENT BY THE PORT TRANSPORTATION OFFICER. F-FSS-230 DELIVERIES TO THE U.S. POSTAL SERVICE (JAN 1994) (a)Applicability. This clause applies to orders placed for the U.S. Postal Service (USPS) and accepted by the Contractor for the delivery of supplies to a USPS facility (consignee). (b)Mode/Method of Transportation. Unless the Contracting Officer grants a waiver of this requirement, any shipment that meets the USPS requirements for mailability (i.e., 70 pounds or less, combined length and girth not more than 108 inches, etc.) delivery shall be accomplished via the use of the USPS. Other commercial services shall not be used, but this does not preclude the Contractor from making delivery by the use of the Contractor's own vehicles. (c)Time of Delivery. Notwithstanding the required time for delivery to destination as may be specified elsewhere in this contract, if shipments under this clause are mailed not later than five (5) calendar days before the required delivery date, delivery shall be deemed to have been made timely. F-FSS-736-A EXPORT TRAFFIC RELEASE (OCT 1988) Supplies ordered by GSA for export will not be shipped by the Contractor until shipping instructions are received from GSA. To obtain shipping instructions, the Contractor shall forward completed copies of GSA Form 1611, Application for Shipping Instructions and Notice of Availability, to the GSA office designated on the purchase order at least 15 days prior to the anticipated shipping date. Copies of GSA Form 1611 will be furnished to the Contractor with the purchase order. Failure to comply with this requirement could result in nonacceptance of the material by authorities at the port of exportation. When supplies for export are ordered by other Government agencies the Contractor should obtain shipping instructions from the ordering agency. G-FSS-900-C CONTACT FOR CONTRACT ADMINISTRATION (JUL 2003) Offerors should complete paragraphs (a) and (b) if providing both domestic and overseas delivery. Complete Contract Clauses for Solicitation FCIS-JB-980001-B Refresh Number 40 Contract Number: GS-35F-0119Y Page: 163 of 176 292 paragraph (a) if providing domestic delivery only. Complete paragraph (b) if providing overseas delivery only. The Contractor shall designate a person to serve as the contract administrator for the contract both domestically and overseas. The contract administrator is responsible for overall compliance with contract terms and conditions. The contract administrator is also the responsible official for issues concerning 552.238-74, Industrial Funding Fee and Sales Reporting (JUL 2003), including reviews of contractor records. The Contractor’s designation of representatives to handle certain functions under this contract does not relieve the contract administrator of responsibility for contract compliance. Any changes to the designated individual must be provided to the Contracting Officer in writing, with the proposed effective date of the change (a) Domestic: NAME ______________________________________________________________________ TITLE ______________________________________________________________________ ADDRESS ___________________________________________________________________ ZIP CODE ___________________________________________________________________ TELEPHONE NO. (_______) __________________ FAX NO. ________________________ E-MAIL ADDRESS ___________________________________________________________ (b) Overseas: Overseas contact points are mandatory for local assistance with the resolution of any delivery, performance, or quality complaint from customer agencies. (Also, see the requirement in I-FSS-594, Parts and Service.) At a minimum, a contact point must be furnished for each area in which deliveries are contemplated, e.g., Europe, South America, Far East, etc. NAME ______________________________________________________________________ TITLE ______________________________________________________________________ ADDRESS ___________________________________________________________________ ZIP CODE ___________________________________________________________________ TELEPHONE NO. (_______) __________________ FAX NO. ________________________ E-MAIL ADDRESS ___________________________________________________________ G-FSS-906 VENDOR MANAGED INVENTORY (VMI) PROGRAM (MAS) (JAN 1999) (a) The term “Vendor Managed Inventory” describes a system in which the Contractor monitors and maintains specified inventory levels for selected items at designated stocking points. VMI enables the Contractor to plan production and shipping more efficiently. Stocking points benefit from reduced inventory but steady stock levels. (b) Contractors that commercially provide a VMI-type system may enter into similar partnerships with customers under a Blanket Purchase Agreement. G-FSS-907 ORDER ACKNOWLEDGEMENT (APR 1984) Contract Clauses for Solicitation FCIS-JB-980001-B Refresh Number 40 Contract Number: GS-35F-0119Y Page: 164 of 176 293 Contractors shall acknowledge only those orders which state "Order Acknowledgement Required." These orders shall be acknowledged within 10 days after receipt. Such acknowledgement shall be sent to the activity placing the order and contain information pertinent to the order, including the anticipated delivery date. I-FSS-106 GUARANTEED MINIMUM (JUL 2003) The minimum that the Government agrees to order during the period of this contract is $2,500. If the Contractor receives total orders for less than $2,500 during the term of the contract, the Government will pay the difference between the amount ordered and $2,500. (a) Payment of any amount due under this clause shall be contingent upon the Contractor’s timely submission of GSA Form 72A reports (see GSAR 552.238-74 “Industrial Funding Fee and Sales Reporting”) during the period of the contract and receipt of the close-out sales report pursuant to GSAR 552.238-74. (b) The guaranteed minimum applies only if the contract expires or contract cancellation is initiated by the Government. The guaranteed minimum does not apply if the contract is terminated for cause or if the contract is canceled at the request of the Contractor. I-FSS-108 CLAUSES FOR OVERSEAS COVERAGE (MAY 2000) The following clauses apply to overseas coverage. 52.214-34 Submission of Offers in the English Language 52.214-35 Submission of Offers in U.S. Currency 52.247-34 FOB Destination 52.247-38 FOB Inland Carrier, Country of Exportation 52.247-39 FOB Inland Point, Country of Importation C-FSS-412 Characteristics of Electric Current D-FSS-471 Marking and Documentation Requirements Per Shipment D-FSS-477 Transshipments F-FSS-202-F Delivery Prices I-FSS-314 Foreign Taxes and Duties I-FSS-594 Parts and Service I-FSS-109 ENGLISH LANGUAGE AND U.S. DOLLAR REQUIREMENTS (MAR 1998) (a) All documents produced by the Contractor to fulfill requirements of this contract including, but not limited to, Federal Supply Schedule catalogs and pricelists, must reflect all terms and conditions in the English language. (b) U.S. dollar equivalency, if applicable, will be based on the rates published in the “Treasury Reporting Rates of Exchange” in effect as of the date of the agency’s purchase order or in effect during the time period specified elsewhere in this contract. I-FSS-140-B URGENT REQUIREMENTS (JAN 1994) When the Federal Supply Schedule contract delivery period does not meet the bona fide urgent delivery requirements of an ordering agency, agencies are encouraged, if time permits, to contact the Contractor for the purpose of obtaining accelerated delivery. The Contractor shall reply to the inquiry within 3 workdays after receipt. (Telephonic replies shall be confirmed by the Contractor in writing.) If the Contractor offers an accelerated delivery time acceptable to the ordering agency, any order(s) placed pursuant to the agreed upon accelerated delivery time frame shall be delivered within this shorter delivery time and in accordance with all other terms and conditions of the contract. Contract Clauses for Solicitation FCIS-JB-980001-B Refresh Number 40 Contract Number: GS-35F-0119Y Page: 165 of 176 294 I-FSS-163 OPTION TO EXTEND THE TERM OF THE CONTRACT (EVERGREEN) (APR 2000) (a) The Government may require continued performance of this contract for an additional 5 year period when it is determined that exercising the option is advantageous to the Government considering price and other factors.. The option clause may not be exercised more than three times. When the option to extend the term of this contract is exercised the following conditions are applicable: (1) It is determined that exercising the option is advantageous to the Government considering price and the other factors covered in (2 through 4 below). (2) The Contractor’s electronic catalog/pricelist has been received, approved, posted, and kept current on GSA Advantage!®in accordance with clause I-FSS-600, Contract Price Lists. (3) Performance has been acceptable under the contract. (4) Subcontracting goals have been reviewed and approved. (b) The Contracting Officer may exercise the option by providing a written notice to the Contractor within 30 days, unless otherwise noted, prior to the expiration of the contract or option. (c) When the Government exercises its option to extend the term of this contract, prices in effect at the time the option is exercised will remain in effect during the option period, unless an adjustment is made in accordance with another contract clause (e.g., Economic Price Adjustment Clause or Price Reduction Clause). I-FSS-314 FOREIGN TAXES AND DUTIES (DEC 1990) Prices offered must be net, delivered, f.o.b. to the destinations accepted by the Government. (a) The offeror warrants that such prices do not include any tax, duty, customs fees, or other foreign Governmental costs, assessments, or similar charges from which the U.S. Government is exempt. The offeror further warrants that any applicable taxes duties, customs fees, other Government costs, assessments or similar charges from which the U.S. Government is not exempt are included in the prices quoted and that such prices are not subject to increases for any such charges applicable at the time of acceptance of this offer by the Government. (b) Standard commercial export packaging, including containerization, if necessary, packaging, preservation, marking are included in the pricing offered and accepted by the Government. I-FSS-40 CONTRACTOR TEAM ARRANGEMENTS (JUL 2003) Contractors participating in contractor team arrangements must abide by all terms and conditions of their respective contracts. This includes compliance with contract clause 552.238-74, Industrial Funding Fee and Sales Reporting, i.e., each contractor (team member) must report sales and remit the IFF for all products and services provided under its individual contract. I-FSS-50 PERFORMANCE REPORTING REQUIREMENTS (FEB 1995) (a) This clause applies to all contracts estimated to exceed $100,000. (b) Unless notified otherwise in writing by the Contracting Officer, the Contractor may assume contract performance is satisfactory. Contract Clauses for Solicitation FCIS-JB-980001-B Refresh Number 40 Contract Number: GS-35F-0119Y Page: 166 of 176 295 (c) If negative performance information is submitted by customer agencies, the Contracting Officer will notify the Contractor in writing and provide copies of any complaints received. The Contractor will have 30 calendar days from receipt of this notification to submit a rebuttal and/or a report of corrective actions taken. I-FSS-594 PARTS AND SERVICE (OCT 1988) (1) For equipment under items listed in the schedule of items or services on which offers are submitted, the offeror certifies by submission of this offer that parts and services (including the performing of warranty or guarantee service) are now available from dealers or distributors serving the areas of ultimate overseas destination or that such facilities will be established and will be maintained throughout the contract period. If a new servicing facility is to be established, the facility shall be established no later than the beginning of the contract period. (2) Each Contractor shall be fully responsible for the services to be performed by the named servicing facilities, or by such facilities to be established, and fully guarantees performance of such services if the original service proves unsatisfactory. (3) Offerors are requested to include in the pricelist, the names and addresses of all supply and service points maintained in the geographic area in which the Contractor will perform. Please indicate opposite each point whether or not a complete stock of repair parts for items offered is carried at that point, and whether or not mechanical service is available. GEOGRAPHIC AREA ADDRESS OF SUPPLY AND SERVICE POINT It is desired to have available means for maintaining Government-owned items in satisfactory operating condition and to receive service at least as good as that extended to commercial customers. I-FSS-597 GSA ADVANTAGE!®(OCT 2014) (a) The Contractor must participate in the GSA Advantage!®online shopping service. Information and instructions regarding contractor participation are contained in clause I-FSS-599, Electronic Commerce. (b) The Contractor also should refer to contract clauses 552.238-71, Submission and Distribution of Authorized GSA Schedule Pricelists (which provides for submission of pricelists on a common-use electronic medium), I-FSS-600, Contract Pricelists (which provides information on electronic contract data), and 552.238-81, Modifications (Federal Supply Schedule), (which addresses electronic file updates). Note: Regulation I-FSS-597 Universal Product Codes (UPCs) The current requirement is for vendors to submit at least one UPC per qualifying SIN. A listing of which SINs require mandatory UPC submission by going to the Vendor Support Contract Clauses for Solicitation FCIS-JB-980001-B Refresh Number 40 Contract Number: GS-35F-0119Y Page: 167 of 176 296 Center at vsc.gsa.gov and following this path: Getting on Advantage >> Lookup Tables (under Documentation) >> Schedules SIN|MOL|Photo|UPC. The direct link is: https://vsc.gsa.gov/lookup/sin_mol.cfm. The UPC will be a critical component of the upcoming Formatted Price List (FPL) portion of the EAS project. It will allow for easy product comparisons and validation. UPCs are the most reliable way to group the same products together to facilitate comparisons of best value. In addition, it will improve the quality of product data and the general system experience for all users. Any calls to the CO/CS, from vendors about UPC issues, should be referred to the Vendor Support Center at (877) 495-4849. The VSC will provide the vendor guidance on issues for submitting UPCs, what to do if you do not have a UPC, exclusions, troubleshooting etc. I-FSS-599 ELECTRONIC COMMERCE—FACNET (SEP 2006) (a) General Background. The Federal Acquisition Streamlining Act (FASA) of 1994 establishes the Federal Acquisition Computer Network (FACNET) requiring the Government to evolve its acquisition process from one driven by paperwork into an expedited process based on electronic commerce/electronic data interchange (EC/EDI). EC/EDI means more than merely automating manual processes and eliminating paper transactions. It can and will help to move business processes (e.g., procurement, finance, logistics, etc.) into a fully electronic environment and fundamentally change the way organizations operate. (b) Trading Partners and Value-Added Networks (VAN’s). Within the FACNET architecture, electronic documents (e.g., orders, invoices, etc.) are carried between the Federal Government's procuring office and contractors (now known as "trading partners"). These transactions are carried by commercial telecommunications companies called Value-Added Networks (VAN’s). EDI can be done using commercially available hardware, software, and telecommunications. The selection of a VAN is a business decision contractors must make. There are many different VAN’s which provide a variety of electronic services and different pricing strategies. If your VAN only provides communications services, you may also need a software translation package. (c) Registration Instructions. DOD will require Contractors to register as trading partners to do business with the Government. This policy can be reviewed via the INTERNET at http://www.defenselink.mil/releases/1999/b03011999_bt079-99.html. To do EDI with the Government, Contractors must register as a trading partner. Contractors will provide regular business information, banking information, and EDI capabilities to all agencies in this single registration. A central repository of all trading partners, called the Central Contractor Registration (CCR) http://www.ccr.gov/, has been developed. All Government procuring offices and other interested parties will have access to this central repository. The database is structured to identify the types of data elements which are public information and those which are confidential and not releasable. To register, contractors must provide their Dun and Bradstreet (DUNS) number. The DUNS number is available by calling 1(800)333-0505. It is provided and maintained free of charge and only takes a few Contract Clauses for Solicitation FCIS-JB-980001-B Refresh Number 40 Contract Number: GS-35F-0119Y Page: 168 of 176 297 minutes to obtain. Contractors will need to provide their Tax Identification Number (TIN). The TIN is assigned by the Internal Revenue Service by calling 1(800)829-1040. Contractors will also be required to provide information about company bank or financial institution for electronic funds transfer (EFT). Contractors may register through on-line at http://www.ccr.gov/ or through their Value Added Network (VAN) using an American National Standards Institute (ANSI) ASC X12 838 transaction set, called a "Trading Partner Profile." A transaction set is a standard format for moving electronic data. VAN’s will be able to assist contractors with registration. (d) Implementation Conventions. All EDI transactions must comply with the Federal Implementation Conventions (IC’s). Many VAN’s and software providers have already built the IC requirements into their products. If you need to see the IC’s, they are available on a registry maintained by the National Institute of Standards and Technology (NIST). It is accessible via the INTERNET at http://www.itl.nist.gov/lab/csl-pubs.htm. IC’s are available for common business documents such as Purchase Order, Price Sales Catalog, Invoice, Request for Quotes, etc. (e) Additional Information. GSA has additional information available for vendors who are interested in starting to use EC/EDI. Contact the Contracting Officer for a copy of the latest handbook. Several resources are available to vendors to assist in implementing EC/EDI; specific addresses are available in the handbook or from the Contracting Officer: (1) Electronic Commerce Resource Centers (ECRC’s) are a network of U.S. Government-sponsored centers that provide EC/EDI training and support to the contractor community. They are found in over a dozen locations around the country. (2) Procurement Technical Assistance Centers (PTAC’s) and Small Business Development Centers (SBDC’s) provide management assistance to small business owners. Each state has several locations. (3) Most major US cities have an EDI user group of companies who meet periodically to share information on EDI-related subjects. (f) GSA Advantage!® (1) GSA Advantage!®will use this FACNET system to receive catalogs, invoices and text messages; and to send purchase orders, application advice, and functional acknowledgments. GSA Advantage!®enables customers to: (i) Perform database searches across all contracts by manufacturer; manufacturer’s model/part number; vendor; and generic product categories. (ii) Generate their own EDI delivery orders to contractors, generate EDI delivery orders from the Federal Supply Service to contractors, or download files to create their own delivery orders. (iii) Use the Federal IMPAC VISA. (2) GSA Advantage!®may be accessed via the GSA Home Page. The INTERNET address is: http://www.gsa.gov, or http://www.fss.gsa.gov. I-FSS-60 PERFORMANCE INCENTIVES (APR 2000) (a) Performance incentives may be agreed upon between the contractor and the ordering office on Contract Clauses for Solicitation FCIS-JB-980001-B Refresh Number 40 Contract Number: GS-35F-0119Y Page: 169 of 176 298 individual orders or Blanket Purchase Agreements under this contract in accordance with this clause. (b) The ordering office must establish a maximum performance incentive price for these services and/or total solutions, on individual orders or Blanket Purchase Agreements. (c) Incentives should be designed to relate results achieved by the contractor to specified targets. To the maximum extent practicable, ordering offices shall consider establishing incentives where performance is critical to the agency’s mission and incentives are likely to motivate the contractor. Incentives shall be based on objectively measurable tasks. (Note: This is an FSS reproduction using word processing software)STANDARD FORM 1449 (10-95)(BACK) I-FSS-600 CONTRACT PRICE LISTS (OCT 2016) (a)Electronic Contract Data. (1) At the time of award, the Contractor will be provided instructions for submitting electronic contract data in a prescribed electronic format as required by clause 552.238-71,Submission and Distribution of Authorized FSS Schedule Price Lists. (2) The Contractor will have a choice to transmit its file submissions electronically through Electronic Data Interchange (EDI) in accordance with the Federal Implementation Convention (IC) or use the application made available at the time of award. The Contractor’s electronic files must be complete; correct; readable; virus-free; and contain only those supplies and services, prices, and terms and conditions that were accepted by the Government. They will be added to GSA’s electronic ordering system known as GSA Advantage!®, a menu-driven database system that provides on-line access to contract ordering information, terms and conditions, up-to-date pricing, and the option to create an electronic order. The Contractor’s electronic files must be received no later than 30 days after award. Contractors should refer to clause I-FSS-597, GSA Advantage!®for further information. (3) Further details on EDI, ICs, and GSA Advantage!®can be found in clause I-FSS-599, Electronic Commerce. (4) The Contractor is encouraged to place the GSA identifier (logo) on their web site for those supplies or services covered by this contract. The logo can link to the contractor’s Federal Supply Schedule price list. The identifier URL is located at http://www.gsa.gov/logos. All resultant “web price lists” shown on the contractor’s web site must be in accordance with section (b)(3)(ii) of this clause and nothing other than what was accepted /awarded by the Government) may be included. If the contractor elects to use contract identifiers on its website (either logos or contact number) the website must clearly distinguish between those items awarded on the contract and any other items offered by the contractor on an open market basis. (5) The contractor is responsible for keeping all electronic catalogs data up to date; e.g., prices, product deletions and replacements, etc. (b)Federal Supply Schedule Price Lists. (1) The Contractor must also prepare and distribute a Federal Supply Schedule Price List as required by clause 552.238-71, Submission and Distribution of Authorized FSS Schedule Price Lists. This must be done as set forth in this paragraph (b). (2) The Contractor must prepare a Federal Supply Schedule Price List by either: (i) Using the commercial catalog, price list, schedule, or other document as accepted by the Government, showing accepted discounts, and obliterating all items, terms, and conditions not accepted by the Government by lining out those items or by a stamp across the face of Contract Clauses for Solicitation FCIS-JB-980001-B Refresh Number 40 Contract Number: GS-35F-0119Y Page: 170 of 176 299 the item stating "NOT UNDER CONTRACT" or "EXCLUDED"; or (ii) Composing a price list in which only those items, terms, and conditions accepted by the Government are included, and which contain only net prices, based upon the commercial price list less discounts accepted by the Government. In this instance, the Contractor must show on the cover page the notation "Prices Shown Herein are Net (discount deducted)”. (3) The cover page of the Federal Supply Schedule Price List must include the following information prepared in the format set forth in this subparagraph (b)(3): (i) GENERAL SERVICES ADMINISTRATION Federal Supply Service Authorized Federal Supply Schedule Price List On-line access to contract ordering information, terms and conditions, up-to-date pricing, and the option to create an electronic delivery order are available through GSA Advantage!®, a menu-driven database system. The INTERNET address GSA Advantage!® is: GSAAdvantage.gov. Schedule Title FSC Group, Part, and Section or Standard Industrial Group (as applicable) FSC Class(es)/Product code(s) and/or Service Codes (as applicable) Contract number For more information on ordering from Federal Supply Schedules click on the FSS Schedules button at fss.gsa.gov. Contract period. Contractor's name, address, and phone number (include toll-free WATS number and FAX number, if applicable) Contractor’s internet address/web site where schedule information can be found (as applicable). Contract administration source (if different from preceding entry). Business size. (ii) CUSTOMER INFORMATION: The following information should be placed under this heading in consecutively numbered paragraphs in the sequence set forth below. If this information is placed in another part of the Federal Supply Schedule Price List, a table of contents must be shown on the cover page that refers to the exact location of the information. 1a. Table of awarded special item number(s) with appropriate cross-reference to item descriptions and awarded price(s). 1b. Identification of the lowest priced model number and lowest unit price for that model for each special item number awarded in the contract. This price is the Government price based on a unit of one, exclusive of any quantity/dollar volume, prompt payment, or any other concession affecting price. Those contracts that have unit prices based on the geographic location of the customer, should show the range of the lowest price, and cite the areas to which the prices apply. 1c. If the Contractor is proposing hourly rates, a description of all corresponding commercial job titles, experience, functional responsibility and education for those types of employees or subcontractors who will perform services shall be provided. If hourly rates are not applicable, indicate “Not applicable” for this item. 2. Maximum order. 3. Minimum order. 4. Geographic coverage (delivery area). Contract Clauses for Solicitation FCIS-JB-980001-B Refresh Number 40 Contract Number: GS-35F-0119Y Page: 171 of 176 300 5. Point(s) of production (city, county, and State or foreign country). 6. Discount from list prices or statement of net price. 7. Quantity discounts. 8. Prompt payment terms. Note: Prompt payment terms must be followed by the statement "Information for Ordering Offices: Prompt payment terms cannot be negotiated out of the contractual agreement in exchange for other concessions." 9a. Notification that Government purchase cards are accepted at or below the micro-purchase threshold. 9b. Notification whether Government purchase cards are accepted or not accepted above the micro-purchase threshold. 10. Foreign items (list items by country of origin). 11a. Time of delivery. (Contractor insert number of days.) 11b. Expedited Delivery. The Contractor will insert the sentence “Items available for expedited delivery are noted in this price list.” under this heading. The Contractor may use a symbol of its choosing to highlight items in its price lists that have expedited delivery. 11c. Overnight and 2-day delivery. The Contractor will indicate whether overnight and 2-day delivery are available. Also, the Contractor will indicate that the schedule customer may contact the Contractor for rates for overnight and 2-day delivery. 11d. Urgent Requirements. The Contractor will note in its price list the “Urgent Requirements” clause of its contract and advise agencies that they can also contact the Contractor’s representative to effect a faster delivery. 12. F.O.B. point(s). 13a. Ordering address(es). 13b. Ordering procedures: For supplies and services, the ordering procedures, information on Blanket Purchase Agreements (BPA’s) are found in Federal Acquisition Regulation (FAR) 8.405-3. 14. Payment address(es). 15. Warranty provision. 16. Export packing charges, if applicable. 17. Terms and conditions of Government purchase card acceptance (any thresholds above the micro-purchase level). 18. Terms and conditions of rental, maintenance, and repair (if applicable). 19. Terms and conditions of installation (if applicable). 20. Terms and conditions of repair parts indicating date of parts price lists and any discounts from list prices (if applicable). Contract Clauses for Solicitation FCIS-JB-980001-B Refresh Number 40 Contract Number: GS-35F-0119Y Page: 172 of 176 301 20a. Terms and conditions for any other services (if applicable). 21. List of service and distribution points (if applicable). 22. List of participating dealers (if applicable). 23. Preventive maintenance (if applicable). 24a. Special attributes such as environmental attributes (e.g., recycled content, energy efficiency, and/or reduced pollutants). 24b. If applicable, indicate that Section 508 compliance information is available on Electronic and Information Technology (EIT) supplies and services and show where full details can be found (e.g. contractor’s website or other location.) The EIT standards can be found at: www.Section508.gov/. 25. Data Universal Number System (DUNS) number. 26. Notification regarding registration in System for Award Management (SAM) database. (4) Amendments to Federal Supply Schedule Price Lists must include on the cover page the same information as the basic document plus the title "Supplement No. (sequentially numbered)" and the effective date(s) of such supplements. (5) Accuracy of information and computation of prices is the responsibility of the Contractor. NOTE: The obliteration discussed in subdivision (b)(2)(i) of this clause must be accomplished prior to the printing and distribution of the Federal Supply Schedule Price Lists. (6) Inclusion of incorrect information will cause the Contractor to resubmit/correct and redistribute the Federal Supply Schedule Price List, and may constitute sufficient cause for Cancellation, applying the provisions of 52.212-4 ,Contract Terms and Conditions (paragraph (m), Termination for Cause), and application of any other remedies as provided by law—including monetary recovery. (7) In addition, one copy of the Federal Supply Schedule Price List must be submitted to the National Customer Service Center at: Email: schedules.infocenter@gsa.gov Telephone: 1 (800) 488-3111 Note: Regulation I-FSS-600 In lieu of paragraph (b)(7) of I-FSS-600, one copy of the Federal Supply Schedule Price List must be submitted electronically to: NCSCCustomer.Service@gsa.gov In the event that vendor elect to submit an electronic copy, then send Federal Supply Schedule Price List to the following correct physical address: U.S. General Services Administration The Heartland Region, Region 6 2300 Main St. Kansas City, MO 64108 Contract Clauses for Solicitation FCIS-JB-980001-B Refresh Number 40 Contract Number: GS-35F-0119Y Page: 173 of 176 302 I-FSS-639 CONTRACT SALES CRITERIA (MAR 2002) (a) A contract will not be awarded unless anticipated sales are expected to exceed $25,000 within the first 24 months following contract award, and are expected to exceed $25,000 in sales each 12-month period thereafter. (b) The Government may cancel the contract in accordance with clause 552.238-73, Cancellation, unless reported sales are at the levels specified in paragraph (a) above. I-FSS-644 DEALERS AND SUPPLIERS (OCT 1988) When requested by the Contracting Officer, if other than the manufacturer, the offeror must submit prior to award of a contract, either (1) a letter of commitment from the manufacturer which will assure the offeror of a source of supply sufficient to satisfy the Government's requirements for the contract period, OR (2) evidence that the offeror will have an uninterrupted source of supply from which to satisfy the Government's requirements for the contract period. I-FSS-646 BLANKET PURCHASE AGREEMENTS (MAY 2000) Blanket Purchase Agreements (BPA's) can reduce costs and save time because individual orders and invoices are not required for each procurement but can instead be documented on a consolidated basis. The Contractor agrees to enter into BPA's with ordering activities provided that: (a) The period of time covered by such agreements shall not exceed the period of the contract including option year period(s); (b) Orders placed under such agreements shall be issued in accordance with all applicable regulations and the terms and conditions of the contract; and (c) BPAs may be established to obtain the maximum discount (lowest net price) available in those schedule contracts containing volume or quantity discount arrangements. I-FSS-680 DISSEMINATION OF INFORMATION BY CONTRACTOR (APR 1984) The Government will provide the Contractor with a single copy of the resulting Federal Supply Schedule. However, it is the responsibility of the Contractor to furnish all sales outlets authorized to participate in the performance of the contract with the terms, conditions, pricing schedule, and other appropriate information. I-FSS-969 ECONOMIC PRICE ADJUSTMENT—FSS MULTIPLE AWARD SCHEDULE (OCT 2014) Price adjustments include price increases and price decreases. Adjustments will be considered as follows: (a) Contractors shall submit price decreases anytime during the contract period in which they occur. Price decreases will be handled in accordance with the provisions of the Price Reduction Clause. (b) There are two types of economic price adjustments (EPAs) possible under the Multiple Award Schedules (MAS) program for contracts not based on commercial catalogs or price lists as described below. Price adjustments may be effective on or after the first 12 months of the contract period on the following basis: (1) Adjustments based on escalation rates negotiated prior to contract award. Normally, when escalation rates are negotiated, they result in a fixed price for the term of the contract. No separate Contract Clauses for Solicitation FCIS-JB-980001-B Refresh Number 40 Contract Number: GS-35F-0119Y Page: 174 of 176 303 contract modification will be provided when increases are based on negotiated escalation rates. Price increases will be effective on the 12-month anniversary date of the contract effective date, subject to paragraph (f), below. (2) Adjustments based on an agreed-upon market indicator prior to award. The market indicator, as used in this clause, means the originally released public index, public survey or other public, based market indicator. The market indicator shall be the originally released index, survey or market indicator, not seasonally adjusted, published by the [to be negotiated], and made available at [to be identified]. Any price adjustment shall be based on the percentage change in the designated (i.e. indicator identification and date) market indicator from the initial award to the latest available as of the anniversary date of the contract effective date, subject to paragraph (e), below. If the market indicator is discontinued or deemed no longer available or reliable by the Government, the Government and the Contractor will mutually agree to a substitute. The contract modification reflecting the price adjustment will be effective upon approval by the Contracting Officer, subject to paragraph (g), below. The adjusted prices shall apply to orders issued to the Contractor on or after the effective date of the contract modification. (c) Nothwithstanding the two economic price adjustments discussed above, the Government recognizes the potential impact of unforeseeable major changes in market conditions. For those cases where such changes do occur, the contracting officer will review requests to make adjustments, subject to the Government’s examination of industry-wide market conditions and the conditions in paragraph (d) and (e), below. If adjustments are accepted, the contract will be modified accordingly. The determination of whether or not extra-ordinary circumstances exist rests with the contracting officer. The determination of an appropriate mechanism of adjustment will be subject to negotiations. (d) Conditions of Price change requests under paragraphs b(2) and c above.: (1) No more than three increases will be considered during each succeeding 12-month period of the contract. (For succeeding contract periods of less than 12 months, up to three increases will be considered subject to the other conditions of subparagraph (b)). (2) Increases are requested before the last 60 days of the contract period, including options. (3) At least 30 days elapse between requested increases. (4) In any contract period during which price increases will be considered, the aggregate of the increases during any 12-month period shall not exceed 10 percent (10%) of the contract unit price in effect at the end of the preceding 12-month period. The Government reserves the right to raise the ceiling when market conditions during the contract period support such a change. (e) The following material shall be submitted with request for a price increase under paragraphs b(2) and c above: (1) A copy of the index, survey or pricing indicator showing the price increase and the effective date. (2) Commercial Sales Practice format, per contract clause 52.215-21 Alternate IV, demonstrating the relationship of the Contractor's commercial pricing practice to the adjusted pricing proposed or a certification that no change has occurred in the data since completion of the initial negotiation or a subsequent submission. (3) Any other documentation requested by the Contracting Officer to support the reasonableness of the price increase. (f) The Government reserves the right to exercise one of the following options: (1) Accept the Contractor's price increases as requested when all conditions of (b), (c), (d), and (e) of this clause are satisfied; Contract Clauses for Solicitation FCIS-JB-980001-B Refresh Number 40 Contract Number: GS-35F-0119Y Page: 175 of 176 304 (2) Negotiate more favorable prices when the total increase requested is not supported; or, (3) Decline the price increase when the request is not supported. The Contractor may remove the item(s) from contract involved pursuant to the Cancellation Clause of this contract. (g) Effective Date of Increases: No price increase shall be effective until the Government receives the electronic file updates pursuant to GSAR 552.238-81, Modifications (Federal Supply Schedule). (h) All MAS contracts remain subject to contract clauses GSAR 552.238-75, “Price Reductions”; and 552.215-72, “Price Adjustment -- Failure to Provide Accurate Information.” In the event the application of an economic price adjustment results in a price less favorable to the Government than the price relationship established during negotiation between the MAS price and the price to the designated customer, the Government will maintain the price relationship to the designated customer. Note: Regulation I-FSS-969 THIS REGULATION FOR ECONOMIC PRICE ADJUSTMENT (EPA) IS FOR PRODUCTS AND /OR SERVICES THAT WERE AWARDED, BUT NOT BASED ON A COMMERCIAL CATALOG PRICE. Contract Clauses for Solicitation FCIS-JB-980001-B Refresh Number 40 Contract Number: GS-35F-0119Y Page: 176 of 176 305 This page intentionally left blank 306 The ACORD name and logo are registered marks of ACORD CERTIFICATE HOLDER © 1988-2014 ACORD CORPORATION. All rights reserved. ACORD 25 (2014/01) AUTHORIZED REPRESENTATIVE CANCELLATION DATE (MM/DD/YYYY)CERTIFICATE OF LIABILITY INSURANCE LOCJECT PRO-POLICY GEN'L AGGREGATE LIMIT APPLIES PER: OCCURCLAIMS-MADE COMMERCIAL GENERAL LIABILITY PREMISES (Ea occurrence)$DAMAGE TO RENTED EACH OCCURRENCE $ MED EXP (Any one person) $ PERSONAL & ADV INJURY $ GENERAL AGGREGATE $ PRODUCTS - COMP/OP AGG $ $RETENTIONDED CLAIMS-MADE OCCUR $ AGGREGATE $ EACH OCCURRENCE $UMBRELLA LIAB EXCESS LIAB DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) INSR LTR TYPE OF INSURANCE POLICY NUMBER POLICY EFF (MM/DD/YYYY) POLICY EXP (MM/DD/YYYY)LIMITS PER STATUTE OTH- ER E.L. EACH ACCIDENT E.L. DISEASE - EA EMPLOYEE E.L. DISEASE - POLICY LIMIT $ $ $ ANY PROPRIETOR/PARTNER/EXECUTIVE If yes, describe under DESCRIPTION OF OPERATIONS below (Mandatory in NH) OFFICER/MEMBER EXCLUDED? WORKERS COMPENSATION AND EMPLOYERS' LIABILITY Y / N AUTOMOBILE LIABILITY ANY AUTO ALL OWNED SCHEDULED HIRED AUTOS NON-OWNED AUTOS AUTOS AUTOS COMBINED SINGLE LIMIT BODILY INJURY (Per person) BODILY INJURY (Per accident) PROPERTY DAMAGE $ $ $ $ THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSD ADDL WVD SUBR N / A $ $ (Ea accident) (Per accident) OTHER: THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). COVERAGES CERTIFICATE NUMBER:REVISION NUMBER: INSURED PHONE (A/C, No, Ext): PRODUCER ADDRESS: E-MAIL FAX (A/C, No): CONTACT NAME: NAIC # INSURER A : INSURER B : INSURER C : INSURER D : INSURER E : INSURER F : INSURER(S) AFFORDING COVERAGE SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. INS025 (201401) 11/15/2017 Diversified Insurance Group 136 E. South Temple Street Suite 2300 Salt Lake City UT 84111 Pam Christensen (801)325-5000 (801)532-2804 pchristensen@diversifiedinsurance.com Ivanti Holdings, Inc. and its subsidiaries 698 West 10000 South, Suite 500 South Jordan UT 84095 Great Northern Ins. Co.20303 Federal Ins. Co. 20281 Chubb Indemnity Ins. Co.12777 ACE American Ins. Co.22667 2017 A X X X X 36035865 9/28/2017 9/28/2018 1,000,000 1,000,000 10,000 1,000,000 2,000,000 2,000,000 Employee Benefits 1,000,000 A X X 73590843 9/28/2017 9/28/2018 1,000,000 B X x X 0 79897627 9/28/2017 9/28/2018 20,000,000 20,000,000 C n 71753917 9/28/2017 9/28/2018 x 1,000,000 1,000,000 1,000,000 D Technology E&O/CYBER LIAB.G24572109 9/28/2017 9/28/2018 LIMIT $10,000,000 [CLAIMS MADE FORM]DED. / PER CLAIM $250,000 City of Kent, Washington is named as Additional Insured with respect to General Liability. Spencer Hoole/PC City of Kent, Washington 220 Fourth Avenue South Kent, WA 98032 307 EXHIBIT B INSURANCE REQUIREMENTS FOR CONSULTANT SERVICES AGREEMENTS Insurance The Consultant shall procure and maintain for the duration of the Agreement, insurance against claims for injuries to persons or damage to property which may arise from or in connection with the performance of the work hereunder by the Consultant, their agents, representatives, employees or subcontractors. A. Minimum Scope of Insurance Consultant shall obtain insurance of the types described below: 1. Commercial General Liability insurance shall be written on ISO occurrence form CG 00 01. The City shall be named as an Additional Insured under the Consultant’s Commercial General Liability insurance policy with respect to the work performed for the City using ISO additional insured endorsement CG 20 10 11 85 or a substitute endorsement providing equivalent coverage. 2. Workers’ Compensation coverage as required by the Industrial Insurance laws of the State of Washington. B. Minimum Amounts of Insurance Consultant shall maintain the following insurance limits: 1. Commercial General Liability insurance shall be written with limits no less than $2,000,000 each occurrence, $4,000,000 general aggregate. C. Other Insurance Provisions The insurance policies are to contain, or be endorsed to contain, the following provisions for Automobile Liability and Commercial General Liability insurance: 1. The Consultant’s insurance coverage shall be primary insurance as respect the City. Any Insurance, self-insurance, or insurance pool coverage maintained by the City shall be excess of the Consultant’s insurance and shall not contribute with it. 2. The Consultant’s insurance shall be endorsed to state that coverage shall not be cancelled by either party, except after thirty (30) days prior written notice by certified mail, return receipt requested, has been given to the City. 308 EXHIBIT B (Continued) 3. The City of Kent shall be named as an additional insured on all policies (except Professional Liability) as respects work performed by or on behalf of the Consultant and a copy of the endorsement naming the City as additional insured shall be attached to the Certificate of Insurance. The City reserves the right to receive a certified copy of all required insurance policies. The Consultant’s Commercial General Liability insurance shall also contain a clause stating that coverage shall apply separately to each insured against whom claim is made or suit is brought, except with respects to the limits of the insurer’s liability. D. Acceptability of Insurers Insurance is to be placed with insurers with a current A.M. Best rating of not less than A:VII. E. Verification of Coverage Consultant shall furnish the City with original certificates and a copy of the amendatory endorsements, including but not necessarily limited to the additional insured endorsement, evidencing the insurance requirements of the Consultant before commencement of the work. F. Subcontractors Consultant shall include all subcontractors as insureds under its policies or shall furnish separate certificates and endorsements for each subcontractor. All coverages for subcontractors shall be subject to all of the same insurance requirements as stated herein for the Consultant. 309 This page intentionally left blank 310 CARAHSOFT TECHNOLOGY CORP 1860 MICHAEL FARADAY DRIVE | SUITE 100 | RESTON, VIRGINIA 20190 PHONE (703) 871-8500 | FAX (703) 871-8505 | TOLL FREE (888) 686-9273 WWW.CARAHSOFT.COM | IVANTI@CARAHSOFT.COM PRICE QUOTATION QUOTE DATE: QUOTE NO: 11/15/2017 10437795PAGE 1 of 2 CONFIDENTIAL FROM: FAX: Jonathan Garner Carahsoft Technology Corp. 1860 MICHAEL FARADAY DRIVE SUITE 100 Reston, VA 20190 EMAIL:Jonathan.Garner@Carahsoft.com PHONE:(703) 889-9749 FAX:(703) 871-8505 TO:Brian Rambonga City of Kent 220 Fourth Avenue South Kent, WA 98032 BRambonga@kentwa.gov (253) 856-4610 EMAIL: PHONE: TERMS:GSA Schedule No: GS-35F-0119Y Term: December 20, 2011 - December 19, 2021 FTIN: 52-2189693 Shipping Point: FOB Destination Credit Cards: VISA/MasterCard/AMEX Remit To: Same as Above Payment Terms: Net 30 (On Approved Credit) Cage Code: 1P3C5 DUNS No: 088365767 Business Size: Other than Small Sales Tax May Apply QUOTE NO:10437795 QUOTE DATE:11/15/2017 QUOTE EXPIRES: RFQ NO: SHIPPING: TOTAL PRICE: ESD $112,060.84 $112,060.84TOTAL QUOTE: 12/15/2017 QUOTE PRICE QTY EXTENDED PRICELINE NO.PART NO. DESCRIPTION PRICING 132-34 $4,022.16TRNG-PUB-3D1 3-Day Public Training Course Ivanti, Inc - TRNG-PUB-3D Start Date: 10/29/2017 LIST: $2,295.00 GSA: $2,266.10 OM$2,011.08 2 $4,022.16TRNG-PUB-3D2 3-Day Public Training Course Ivanti, Inc - TRNG-PUB-3D LIST: $2,295.00 GSA: $2,266.10 OM$2,011.08 2 $42,500.00SVCS-ITSM3 ProServices ITSM - Daily Rate Ivanti, Inc - SVCS-ITSM Start Date: 10/29/2017 LIST: $2,425.00 GSA: $2,394.46 OM$2,125.00 20 $2,804.12SVCS-PMENT4 Project Management Enterprise Ivanti, Inc - SVCS-PMENT LIST: $1,600.00 GSA: $1,579.85 OM$1,402.06 2 132-34 SUBTOTAL:$53,348.44 132-32 $28,922.40SM-SD-FXD-C-015 Ivanti Service Manager - Service Desk SaaS Fixed (Named) Analyst Cloud Subscription, Powered by HEAT (1-99) Ivanti, Inc - SM-SD-FXD-C-01 Start Date: 10/30/2018 End Date: 10/29/2019 LIST: $880.00 GSA: $1,184.89 OM$642.72 45 $29,790.00SM-SD-FXD-C-016 Ivanti Service Manager - Service Desk SaaS Fixed (Named) Analyst Cloud Subscription, Powered by HEAT (1-99) Ivanti, Inc - SM-SD-FXD-C-01 Start Date: 10/30/2017 End Date: 10/29/2018 LIST: $880.00 GSA: $1,184.89 OM$662.00 45 132-32 SUBTOTAL:$58,712.40 $112,060.84SUBTOTAL: 311 PRICE QUOTATION LINE NO.PART NO. DESCRIPTION PRICING QUOTE PRICE QTY EXTENDED PRICE 1860 MICHAEL FARADAY DRIVE | SUITE 100 | RESTON, VIRGINIA 20190 PHONE (703) 871-8500 | FAX (703) 871-8505 | TOLL FREE (888) 686-9273 WWW.CARAHSOFT.COM | IVANTI@CARAHSOFT.COM CARAHSOFT TECHNOLOGY CORP CONFIDENTIAL PAGE 2 of 2 10437795 11/15/2017 QUOTE NO: QUOTE DATE: TOTAL PRICE: TOTAL QUOTE:$112,060.84 $112,060.84 312 1860 MICHAEL FARADAY DRIVE | SUITE 100 | RESTON, VIRGINIA 20190 | T: 703.871.8500 | 888.66.CARAH | F: 703.871.8505 | WWW.CARAHSOFT.COM City of Kent Statement of Work for Professional Services CoKENT_SOW_HEAT_090617 Version Release: 2.00 313 1860 MICHAEL FARADAY DRIVE | SUITE 100 | RESTON, VIRGINIA 20190 | T: 703.871.8500 | 888.66.CARAH | F: 703.871.8505 | WWW.CARAHSOFT.COM Addresses and Contact Information Customer Address Engagement Address Contact Name James Endicott Address: 220 4th Ave. S Kent, WA, United States 98032 Remote Engagement: No TBD Delivery Language: English Contact Telephone 253-856-4620 Contact Email Address JEndicott@KentWA.gov Document Revision History Date Author Revision Change Reference 2017-09-06 Area Services Manager Jonathan Lavigne 1.00 Document Creation 2017-09-26 Area Services Manager Jonathan Lavigne 2.00 Remove data migration, added Problem Management Document Reviewer Name Title Revision Date 314 1860 MICHAEL FARADAY DRIVE | SUITE 100 | RESTON, VIRGINIA 20190 | T: 703.871.8500 | 888.66.CARAH | F: 703.871.8505 | WWW.CARAHSOFT.COM Document Purpose The purpose of this document is to describe the tasks for an Ivanti Professional Services engagement. Note To execute this Statement of Work, both parties must sign as indicated in the Authorization and Acceptance Section of this document. Overview City of Kent (“Customer”) has requested that Carahsoft Technology Corporation provide days of Ivanti Professional Services consultancy on a time and materials basis as defined in the following Statement of Work (“SOW”). Carahsoft Technology Corporation will provide these services through its agent and approved manufacturer, Ivanti, Inc. (“Consultant”), and in accordance with the parties’ Agreement, dated December ____, 2017, which incorporates Schedule 70 Contract GS-35F-0119Y. The Ivanti resources assigned to this project will be under the direction of both Ivanti Project Management and the Customer Project Manager. All references to “Consultant” shall mean the entity identified below in the same geographic region as the Customer: • Ivanti, Inc., a Delaware corporation, performs Services in the Americas, except Brazil. • Ivanti Comércio de Software Brasil Ltda, a Brazilian company, performs Services in Brazil. • Ivanti Software K.K., a Japanese company, performs Services in Japan. • Ivanti Software (Beijing) Co., Ltd., a Chinese company, performs Services in China. • Ivanti International Limited, an Irish company, performs Services related to the Wavelink and Naurtech branded products in Europe, the Middle East, Africa, and the Asia Pacific region. • Ivanti U.K. Ltd, an English company, performs Services in all other locations. 315 1860 MICHAEL FARADAY DRIVE | SUITE 100 | RESTON, VIRGINIA 20190 | T: 703.871.8500 | 888.66.CARAH | F: 703.871.8505 | WWW.CARAHSOFT.COM Tasks This section describes the expected tasks planned for the consultancy engagement. Description Days Heat Foundation Install 3.00 Design Workshop 1.00 Incident Management 4.00 Knowledge Management 1.00 Problem Management 3.00 Self-Service 1.00 Service Catalog - Request Management (Medium Complexity) 3.00 Configuration Management (CMDB) 3.00 Testing 1.00 Go-Live support 1.00 Enterprise Project Management Duration Ivanti Heat Service Desk 21.00 In Scope This section describes the activities in scope for the consultancy engagement Description Heat Foundation Installation and Configuration Consultant shall utilize its Accelerated Methodology for HEAT configuration as a process guideline for the provision of Services and Deliverables. The Project will be comprised of one or more of the following phases (“Phases”): Scope Phase, Design Phase, Configuration/Development Phase, Test Phase, Go-Live Phase. Scope / Solution Workshop The Scope and Design section of the project includes all of the tasks required to meet with the project’s key stakeholders and determine the final design of the system prior to beginning the software implementation. It will consist of a walkthrough business processes models on-line to 316 1860 MICHAEL FARADAY DRIVE | SUITE 100 | RESTON, VIRGINIA 20190 | T: 703.871.8500 | 888.66.CARAH | F: 703.871.8505 | WWW.CARAHSOFT.COM validate and confirm the “fit” of the out-of-the-box business process. The workshop identifies any integration, conversion, reporting, and business process extensions. Additionally, the technical environment is investigated while planning for the Design phase. Design The objective of this phase is to create technical designs based on Business Processes, Workflow, User Interface, Technical Architecture, Integration Points, Data Conversion, and Reporting/Dashboards. Identify key deliverables, risks and opportunities, and organize priorities as directed through the Statement of Work. The team will conduct a design review meeting to discuss the design and identify any gaps. A Design Document will be created and presented to the Recipient. Configure The objective of this phase is to configure and/or develop the following: Business Process, Workflow, Software, User Interface, Technical Architecture, Integration Points, Conversion, and Reporting/Dashboards. The HEAT Service Desk deployment will be delivered using ‘commercially reasonable effort’ and will stress establishing best practices and knowledge transfer. Test The Testing phase is focused on System Test, Subject Matter Expert (SME) Training, and User Acceptance. Go Live The objective of this phase is to Go Live which includes migration to the production environment, operations testing, training, cutover, production support, and operational signoff. The Consultant will configure the HEAT foundation in either the HEAT Cloud or On-Premise. The basic environment will be configured with for following applicable items: a single Active Directory Integration, initial CoE package installation, VPN, apply out-of-the-box Roles and security, Install the out-of-the box Reports, set up email as applicable. Customer will Acquire and Configure Hardware for Premise or for HEAT Cloud a Tennant will be created with admin credentials by Consultant Software Installation on either Development environment Prerequisites: • Recipient shall provide adequate meeting facilities to conduct planning and design session. • Recipient shall determine attendees for planning and design meeting and provide advance notice. • Recipient will be responsible for ensuring that all required internal change control processes have been completed for the installation. • Recipient will not migrate any existing knowledgebase articles or data, or any other data from existing or legacy systems to the HEAT Platform. Planning and Design Workshop 1 Day 317 1860 MICHAEL FARADAY DRIVE | SUITE 100 | RESTON, VIRGINIA 20190 | T: 703.871.8500 | 888.66.CARAH | F: 703.871.8505 | WWW.CARAHSOFT.COM Project Scoping, Workshop and Design: HEAT Software, working with Customer personnel, will conduct a Workshop to further define Customer requirements. Please note: Requirements gathered in the workshop that go beyond the out of the box configuration and process, will affect the cost and time of the project estimates in this SOW. HEAT Software and the Customer will review the output of the workshop to determine an y impact to cost and schedule. Incident Management The appropriate "Out of the Box "Incident Management process will be documented within the Design Document created during the Planning and Design phase and will follow HEAT out of the box process. Out of the Box Incident Management Includes • Create an Incident • Status Lifecycle • Link a customer to an Incident • Priority determined by Urgency and Impact • Two-level categorization – Services and respective Categories • Create and assign Tasks to resolve the Incident • Create Journals • Add Attachments to Incident • Resolve Tasks by updating status • Automated email to customer on new Incident logged • Automated email to customer of resolution or closure of an Incident • Automated email to assignee on creation of Assignment • Ability to close the Incident • View/drill down on Incident Dashboard • SLA including Response and Resolution times by Service • Audit History • Enable out of the box Surveys is applicable • Set up a single generic email listener is applicable Knowledge Management The appropriate "Out of the Box " Knowledge Management process will be documented within the Design Document created during the Planning and Design phase and will follow HEAT out of the box process. Out of the Box Knowledge Management includes: • Creating Knowledge and approval process • Types of Articles • Publishing and categorizing an article • Searching Knowledge Management 318 1860 MICHAEL FARADAY DRIVE | SUITE 100 | RESTON, VIRGINIA 20190 | T: 703.871.8500 | 888.66.CARAH | F: 703.871.8505 | WWW.CARAHSOFT.COM Problem Management The appropriate "Out of the Box " Problem Management process will be documented within the Design Document created during the Planning and Design phase and will follow HEAT out of the box process. Out of the Box Problem Management • Create Problem • Status Transitions • Update Subject, Description and Error Message • Problem Categories • Priority determined by Urgency and Impact • Add Workaround information • Identify Known Error • Record the Root Cause of Problem • Create Tasks to resolve the Problem • Ability to Create Activity History • Add Attachments to Problem • Link additional Incidents to the Problem • Close the Problem Self-Service The appropriate "Out of the Box " Self-Service process will be documented within the Design Document created during the Planning and Design phase and will follow HEAT out of the box process. Out of the Box Self Service includes: • Ability to log and view an Incident • Ability to check status of an Incident Service Catalog - Request Management (Configured with a Single Low Complexity Request) The appropriate "Out of the Box " Service Catalog process will be documented within the Design Document created during the Planning and Design phase and will follow HEAT out of the box process. Out of the Box Service Catalog • Configured with 1 low complexity service request offerings • Single approval • Up to 5 tasks Based on using the included “Out of the Box” templates. Configuration Management (CMDB) 319 1860 MICHAEL FARADAY DRIVE | SUITE 100 | RESTON, VIRGINIA 20190 | T: 703.871.8500 | 888.66.CARAH | F: 703.871.8505 | WWW.CARAHSOFT.COM Out of the Box Configuration Management • Configure CI types • Import data for 2 CI types in the HEAT Software approved Format. Testing • Migrate configured system to non-production environment • Set up/configure Integrations • System Test • Resolution of test issues • System Walk through for a trained Administrator Go-Live Support • Install software to Pilot environment • Migrate in tested system and set up integrations • Professional Services to Customer Service Transition Process Enterprise Project Management Project Kick-off Meeting: Conduct project kickoff meeting with Ivanti and Customer staff to establish guidelines for managing and monitoring progress, establish a project management plan to include: communication and information distribution, risk monitoring and mitigation plan, change control, and quality control. Communicate key milestones to be met on the project. A strategic phased project plan including discovery, planning, pilot and execution will be established when necessary. Direct and Manage Project Execution: Work directly with Ivanti resources to adhere to the project management plan so as to meet project objectives. Note: This is an iterative process involving ongoing review of the project management plan, change requests, and other factors to ensure that the work is being performed as directed. Additionally, this would involve working with the project team to gather, analyze, update, and store project information. Manage Project Team: Manage project team through constant communication and observation. Manage work attitude, productivity, conflicts, interpersonal issues, and accomplishments. Distribute Project Information: Manage the flow of information as set forth in the project management plan. Ensure that the proper information is being distributed to the right people at the right time. Update relevant project documentation as necessary. Monitor and Control Project Activities: Regularly monitor project performance, compare to project plan and recommend necessary actions. Analyze, track and monitor risks to ensure that they are being recognized and reported, and that response plans are being executed. Maintain accurate project information and integrity. Provide information to support status reporting, pro gress and forecasting. Monitor and execute approved changes as they occur. Maintain project scope. Manage project schedule. Clearly communicate daily/weekly task associated with key milestones. Manage Risk: Monitor project work for new and changing risks. Manage the execution of alternate strategies, contingency plans, or corrective action to keep the project on track. Conduct Weekly Project Status Meetings: Conduct weekly project status meetings with Ivanti and Customer to review progress made throughout the week, project schedule, status of new and outstanding issues, and reviewing project risks and adjust project plan as necessary. Document and distribution meeting minutes to specified stakeholders. Project Closure: Conduct project closure meeting to review project results, and documentation. 320 1860 MICHAEL FARADAY DRIVE | SUITE 100 | RESTON, VIRGINIA 20190 | T: 703.871.8500 | 888.66.CARAH | F: 703.871.8505 | WWW.CARAHSOFT.COM Out of Scope By definition any item not deemed in scope is considered out of scope, but for clarity the following specific items are not included: Ref Description OS1 Any work outside of normal business hours, Monday to Friday excluding public holidays, is considered out of scope of the project and will be subject to additional fees at two times the standard MSRP consultancy day rate, charged in minimum half day increments. OS2 Consultancy relating to any products not specified in the “In Scope” section of this document Assumptions The project will proceed with the following identified assumptions. Any further assumptions that are identified as the project progresses will be subject to a change control and an impact analysis, which may affect the cost and timescales of the project. Where these changes were not reasonably identifiable by Ivanti then the Customer will bear any costs. Ref Assumptions A1 Whilst onsite the Consultant will be provided with a desk and chair within an office environment preferably with internet access. A2 Customer will provide advance notification of any site-specific requirements such as security clearance, identification and safety training. A3 Customer representatives are available to answer requirements and design questions supply logon credentials, IP addresses, and server names to the Ivanti Certified Consultant as reasonably requested. A4 Customer representatives are available in order that the Ivanti Certified Consultant can transfer knowledge regarding the configuration and usage of the software. A5 Network connectivity and all relevant cabling will be in place, so as not to impede the progress of work. A6 The agreed physical and logical infrastructure will be provided and access will be provided to the Ivanti consultant as necessary in order to enable the completion of required tasks A7 Ivanti will supply licenses under a separate commercial agreement outside of the scope of this Statement of Work. Any additional non-Ivanti software license requirements (e.g. Microsoft licenses) will be sourced by Customer. A8 For engagements requiring product installation, the latest release of Ivanti software or the required components will be installed unless otherwise agreed. A9 Onsite delivery of Services assumes inclusion of travel and expense (T&E) rate in the Purchase Order (PO); if no T&E is included in PO, all Services days will be fulfilled remotely. 321 1860 MICHAEL FARADAY DRIVE | SUITE 100 | RESTON, VIRGINIA 20190 | T: 703.871.8500 | 888.66.CARAH | F: 703.871.8505 | WWW.CARAHSOFT.COM Constraints The project will proceed with the following identified constraints. Any further constraints that are identified as the project progresses will be subject to a change control and an impact analysis, which may affect the cost and timescales of the project. W here these changes were not reasonably identifiable by Ivanti then the Customer will bear any costs. Ref Constraints C1 Unless otherwise stated all work will be performed during normal business hours, Monday to Friday excluding public holidays C2 Consulting Days are valid for a period of 1 year from time of purchase and shall be planned in advance with a minimum 4 week notice period to allow resourcing of Ivanti Consultants Customer Project Management Responsibilities Customer will designate a person to whom all Ivanti communications will be addressed and who has the authority to act for Customer in all aspects of this Statement of Work (the “Customer Project Manager”). The Customer Project Manager will: • Create and maintain an estimated schedule for the overall project. • Provide sufficient notice for rescheduling. Rescheduling requires minimum of 10 business days’ notice. Failure to notify Ivanti of need to reschedule can result in additional charges as stated in services Terms and Conditions. • Work with the Ivanti Project Manager to identify resource requirements and desired skill sets. Ivanti recommends a four (4) week lead time to schedule consultants and make travel arrangements when adding resources. • Schedule resources in segments of no less than five (5) business days unless agreed to by both Ivanti and Customer. • Schedule and facilitate completion of this engagement within the respective number of months from date of signing the PO • With Ivanti, administer Change Control and authorize Project Change requests. • Provide access to Customer facilities consistent with the estimated schedule for all resources. Consultants may require access to Customer facilities and systems outside normal business hours. Project Progress Reporting A regular meeting or a teleconference will be scheduled to discuss the Project status; the format will be jointly agreed between the Ivanti Project Manager and Customer Project Manager. Depending on project complexity the daily status reports may include: • General progress to plan and causes for any Project delays. • Project Plan updates for all tasks due or started ahead of schedule (actual days worked, percentage of completion for each major task, estimated completion dates, and actual completion dates). • Issues and action items to resolve change order control items reviewed or for review, including any tasks to be worked on that are not included in the Detailed Project Plan and any tasks that 322 1860 MICHAEL FARADAY DRIVE | SUITE 100 | RESTON, VIRGINIA 20190 | T: 703.871.8500 | 888.66.CARAH | F: 703.871.8505 | WWW.CARAHSOFT.COM will negatively impact the allotted budget. Delivery Schedule This SOW will deliver days of time and material consulting over a maximum period of 12 months from the date when the Customer places the order. For invoicing purposes, a person day is defined to be 8.00 working hours per resource. For both onsite and remote engagements billable hours will be recorded in half day or full day increments. Anything over a half day will be rounded up to a full day of work 8.00 hours. Deemed Completion Ivanti will be deemed to have completed its obligations under this SOW, upon the earlier to occur: • Ivanti provides the number of person days of services specified in this SOW; or • 12 months have elapsed since the date that the Customer placed the order. Any days remaining thereafter will be deemed complete and will be billed for by Ivanti. 323 1860 MICHAEL FARADAY DRIVE | SUITE 100 | RESTON, VIRGINIA 20190 | T: 703.871.8500 | 888.66.CARAH | F: 703.871.8505 | WWW.CARAHSOFT.COM Authorization In addition to any terms contained in this SOW, the provision of the Services described in this SOW shall be subject to the Agreement between Customer and Carahsoft Technology Corporation, dated December ____, 2017, which incorporates Schedule 70 Contract GS-35F-0119Y. By signing this SOW, the parties each indicate their acceptance of the above. Each party hereto warrants and represents that this SOW has been signed by a duly authorized representative of such party and that they are entering into a binding agreement. Please sign below and return this document in its entirety by email to your account manager. City of Kent ("Customer") 220 4th Ave. S Kent WA, United States 98032 On Behalf of Customer Signature Email Title Date On Behalf of Consultant (Ivanti) Signature Email Title Date 324 1860 MICHAEL FARADAY DRIVE | SUITE 100 | RESTON, VIRGINIA 20190 | T: 703.871.8500 | 888.66.CARAH | F: 703.871.8505 | WWW.CARAHSOFT.COM APPENDIX A: Project Change Request (“PCR”) Form The Customer identified in the form below (“Customer”) hereby officially requests that Ivanti, Ltd. (“Ivanti”) alter the scope of work to be performed under Statement of Work dated ______________ as outlined below. Ivanti will estimate all applicable fees associated with the change request and com municate them to the contact listed below via email within one week. This change order will become effective once such estimate is provided to Customer unless written notice of cancellation is provided by Customer within two business days after receiving the estimate. Customer City of Kent Project Name CoKENT_SOW_HEAT_090617 Deliverable Affected Change Request # Summary Description of Change Request Impact Analysis (Scope, Time, Cost) Acknowledgement Date City of Kent ("Customer") 220 4th Ave. S Kent WA, United States 98032 On Behalf of Customer Signature Email Title Date On Behalf of Consultant (Ivanti) Signature Email Title Date 325 1860 MICHAEL FARADAY DRIVE | SUITE 100 | RESTON, VIRGINIA 20190 | T: 703.871.8500 | 888.66.CARAH | F: 703.871.8505 | WWW.CARAHSOFT.COM 326 HUMAN RESOURCES DEPARTMENT Marty Fisher, Director Phone: 253-856-5270 Fax: 253-856-6270 Address: 400 West Gowe Kent, WA. 98032-5895 DATE: November 21, 2017 TO: Operations Committee FROM: Laura Horea, Benefits Manager SUBJECT: Stop Loss Insurance Contract - Recommend MOTION: Recommend Council authorize the Mayor to approve renewal of the City’s contract for Stop Loss Insurance with LifeWise for one year, subject to approval of final terms and conditions by the Human Resources Director and the City Attorney. SUMMARY: The City of Kent contracts with LifeWise Assurance Company for our individual and aggregate stop loss insurance coverage. We received the preliminary stop loss renewal from LifeWise in early August (24.5% increase) and after gathering claim data through July, it was sent out to bid. We received three competitive bids. As a result of the bidding process, LifeWise agreed to reduce the renewal to an 11% increase. Our recommendation is to renew with LifeWise for 2018. Although all core contract terms have been resolved with this provider, the City and the provider are still in the process of winding up final contract language. Authorization now is sought to get approval for next year’s budget cycle. Background: The City offers self-insured medical plans that are administered through Premera Blue Cross. All City employees and their dependents that are enrolled in the City’s self-insured medical program are covered under a stop loss insurance policy. This stop loss policy provides added coverage to the City for individual medical claims exceeding $200,000 per employee or dependent for each calendar year. All medical costs exceeding $200,000 per enrollee per year will be reimbursed to the City under this policy. The cost of the City’s stop loss insurance is budgeted in the Health & Wellness fund. Budget Impact: Lifewise - $610,000 for a one (1)-year contract. 327 This page intentionally left blank 328 1-9NHJJD Rev #2 Q 10/30/2017 09:53 AM Page 1 of 1 0585832-06 An Independent Licensee of the Blue Cross Blue Shield Association City of Kent, Group Number # 1018212 Premera Blue Cross: Administrator 12 month contract effective 01/01/2018 to 12/31/2018 Coverage: Administration for Medical/Rx products Multi-Year fee guarantee effective 01/01/2018 to 12/31/2020 LifeWise Assurance Company: Stoploss Carrier 12 month contract effective 01/01/2018 to 12/31/2018 Products Covered: Medical/Rx (Specific Stop Loss); Medical/Rx (Aggregate Stop Loss) CENSUS UNIT COUNTS 2018 Employees:708 Members:1886 Stop Loss LifeWise Assurance Company PEPM Enrollment 708 Specific Stoploss @ $200,000 Stop Loss $200K Stop Loss Contract Basis 12 Month Paid Contract (Renewal Year) SSL Premium $77.26 Aggregate Specific Deductible N/A SSL Maximum Unlimited Annual / Unlimited Lifetime Specific and Aggregate Advancement Specific Advancement Included Surplus Refunding N/A Aggregate Stoploss Aggregate Attachment 200% Annual Maximum $1,000,000 ASL Premium $0.02 Estimated Attachment Point $25,246,204 Claims Liability Plan 1 Expected Claim Liability @ $200,000 $1,485.77 Maximum Claim Liability @ $200,000 $2,971.54 Commissions Specific Stoploss Level (SSL)0% Aggregate Stoploss Level (ASL)0% *The amounts provided herein are the amounts calculated for your contract with LifeWise Assurance Company, and are not designed by LifeWise Assurance Company to be used for any other purpose. 329 This page intentionally left blank 330 Kent Council Operations Committee FINANCE DEPARTMENT Aaron BeMiller, Director Phone: 253-856-5260 Fax: 253-856-6255 Address: 220 Fourth Avenue S. Kent, WA. 98032-5895 DATE: November 21, 2017 TO: Operations Committee FROM: Aaron BeMiller, Director SUBJECT: City of Kent Financial Policies - Recommend MOTION: Recommend Council repeal Resolution No. 1882 and adopt the proposed resolution amending the city’s financial policies for Debt Management Fund Balance Reserves. SUMMARY: Throughout 2017, the finance department has been working on revising and updating several finance policies in accordance with Government Finance Officers Association (GFOA) best practices, which includes periodic review to address areas in need of modification/clarification. The City Council established and approved the current financial policies in 2012, through Resolution 1859, which was updated in 2014 through Resolution 1882. Those Resolutions included the building blocks for the City’s financial policies and helped shape the updated policies we are bringing forward now. This Resolution updates/revises the City’s Fund Balance and Debt Management Policies. Both of these policies have been heard by Operations as non-action items and have been presented to the full Council at Council Workshop. There was a small change made at Council Workshop to the Debt Management policy which has been incorporated into the policy in this Resolution. Otherwise, Council was in agreement with the policies. Adoption of these policies will be the second and third financial policies approved by Council this calendar year. Earlier the Council adopted a revised/updated Investment Policy. The finance department is continuing to work on creating/revising our financial policies and will be bringing more to Operations early next year. BUDGET IMPACT: N/A BACKGROUND: 331 This page intentionally left blank 332 1 RESOLUTION NO. ___________ A RESOLUTION of the City Council of the City of Kent, Washington, repealing Resolution 1882 and adopting financial policies intended to provide general guidance for the issuance and management of all City debt, and for the establishment and maintenance of fund balance reserves. RECITALS A. The city periodically updates it financial policies to better align with the city’s long and short-term financial or budgetary goals, as well as to reflect changes in best practices for government finances, or changes in city, state, or federal laws and regulations. B. The city council established the current financial policies in 2012, through Resolution 1859. Those policies were then updated in 2014 through Resolution 1882. This Resolution now revises the city’s Fund Balance Reserves and Debt Management policies. C. The objective of the new Finance Policy for Debt Management is to provide guidance for the issuance and management of all City debt, and to establish criteria for evaluating debt issuance to ensure the City’s financial integrity. 333 2 D. The objective of the new Finance Policy for Fund Balance Reserves is to provide guidance for the establishment and continued maintenance of Fund Balance Reserves. This policy will establish the amounts to be maintained in Fund reserves, how those Reserves will be funded, and the conditions under which the Reserves may be used. E. These policies reflect the financial goals and vision for the city and will provide guidance to this and future councils as they develop the city’s biennial budgets. NOW THEREFORE, THE CITY COUNCIL OF THE CITY OF KENT, WASHINGTON, DOES HEREBY RESOLVE AS FOLLOWS: RESOLUTION SECTION 1.– Recitals. The foregoing recitals are incorporated by this reference. SECTION 2.– Repealer. Resolution No. 1882, adopted on February 4, 2014, is repealed in its entirety. SECTION 3. – Policies Adopted. The city of Kent Financial Policies attached as Exhibit A are adopted. SECTION 4. – Severability. If any one or more section, subsection, or sentence of this resolution is held to be unconstitutional or invalid, such decision shall not affect the validity of the remaining portion of this resolution and the same shall remain in full force and effect. SECTION 5. – Corrections by City Clerk. Upon approval of the city attorney, the city clerk is authorized to make necessary corrections to this 334 3 resolution, including the correction of clerical errors; resolution, section, or subsection numbering; or references to other local, state, or federal laws, codes, rules, or regulations. SECTION 6. – Effective Date. This resolution shall take effect and be in force immediately upon its passage. PASSED at a regular open public meeting by the City Council of the City of Kent, Washington, this day of , 201__. CONCURRED in by the Mayor of the City of Kent this _____ day of __________, 201__. SUZETTE COOKE, MAYOR ATTEST: KIMBERLEY A. KOMOTO, CITY CLERK APPROVED AS TO FORM: TOM BRUBAKER, CITY ATTORNEY 335 This page intentionally left blank 336 Page 1 of 5 City of Kent Finance Policy: Debt Management (Proposed) Policy: The objective of this policy is to provide general guidance for the issuance and management of all City debt. The City issues debt in accordance with the Revised Code of Washington (RCW), in particular chapters 39.36, 39.46, and 39.53, along with all other City, State, and federal laws, rules, and regulations. Further, this policy establishes criteria to protect the City’s financial integrity while providing a mechanism to fund the City’s capital needs. The City will only utilize debt financing to fund capital improvement projects that cannot be reasonably funded on a pay-as-you-go basis. The City’s Finance Department is charged with ensuring compliance with all debt management policy requirements. Debt Issuance: State law (RCW 39.36.020) allows for the issuance of general obligation (GO) debt, through a public vote, of up to 7.5 percent of the City’s assessed property valuation. The limit of 7.5 percent of assessed valuation for GO debt is divided between three different use types: 1) 2.5 percent for municipally owned water, sewer, or electric facilities; 2) 2.5 percent for open space and parks; and 3) 2.5 percent for general government purposes. Within the 2.5 percent limit for general government purposes, State law allows the Council to issue debt without a vote of the people. This non-voted debt (also called councilmanic debt) cannot be greater than 1.5 percent of the assessed property valuation of the jurisdiction. All City projects proposed to be financed through debt must have a full analysis of a) alternative methods of financing the project, b) future operating and maintenance costs, including debt service expense, associated with the project, c) projected cash inflows which can reasonably be applied to reduce the amount being financed, and d) projected cash outflows for construction/equipment in order to ensure arbitrage compliance. The City will, unless otherwise justified, use tax-exempt bond proceeds within the established time frame pursuant to the bond ordinance, contract, or other document to avoid arbitrage. The City will maintain a system of recordkeeping and reporting to meet the arbitrage rebate compliance requirement of the IRS (Internal Revenue Service, IRC 148) regulation. For each bond issue not expended within 337 Page 2 of 5 the established time frame, the recordkeeping will include tracking investment earnings on bond proceeds, calculating rebate payments, and remitting any rebate earnings to the federal government in a timely manner in order to preserve the tax- exempt status of the outstanding debt obligation. The City will repay principal plus interest in accordance with the payment terms of the bond or contract. Furthermore, the City will comply with all bond or contract covenants. This includes, but is not limited to, any undertakings to provide ongoing disclosure and notice of certain listed events under SEC (Securities and Exchange Commission) Rule 15C2-12. Annual disclosure will take the form of the City’s Comprehensive Annual Financial Report (CAFR) as well as other information required by the bond or contract that is not reasonably contained in the CAFR. The City will comply with all post-issuance compliance policies and procedures related to Federal tax law and policies and procedures relating to initial and ongoing disclosure. Prior to any general obligation bond proposition being placed before the voters, the capital project under consideration must, unless otherwise justified and have found to be in the best interest of the City, have been included in the City’s Capital Improvement Plan. The source of funds for the project should reflect the intended use of bond financing. Debt cannot be issued for a longer maturity than a conservatively estimated useful life of the asset to be financed. The City will maintain good communications with bond rating agencies and investors about its fiscal condition. The City will provide full disclosure on financial reports and in disclosure documents. Short-term debt: The City may use short-term debt, defined as a period not to exceed three years, to fund cash flow needs, which may be caused by a delay in receipting tax revenues or issuing long-term debt. The City will not issue short-term debt for current operations. The City may issue interfund loans rather than issuing outside debt to meet short- term cash flow needs. The issuance of an interfund loan will be permissible only after an analysis of the loaning fund(s) indicate(s) that excess funds are available and the use of these funds will not impact the loaning fund(s) current operations or constitute a permanent diversion of funds. All interfund borrowing will bear interest based upon at least the prevailing LGIP (Local Government Investment Pool) rate. Interfund debt issuance must comply with KCC 3.40.040. 338 Page 3 of 5 As allowed in KCC 3.40.040, the City’s Finance Director has the authority to approve short-term interfund loans for a period not to exceed three calendar months. The Mayor has the authority to approve loans for a period not to exceed 12 calendar months. Notification to the City Council’s Operations Committee is required of any use of directorial or mayoral approved loans at the first reasonable opportunity. Long-term debt: The City will issue long-term debt, defined as a period of time greater than three years, for capital projects, which cannot reasonably be financed on a pay-as-you-go funding strategy from anticipated cash flows. Acceptable uses of bond proceeds are one-time capital projects that can be capitalized and depreciated in accordance with GAAP (Generally Accepted Accounting Principles). Refunding debt is also an acceptable use. See refunding debt section below. The City may issue interfund loans rather than issuing outside debt instruments as a means of financing capital improvements. The issuance of an interfund loan will be permissible only after an analysis of the loaning fund(s) indicate that excess funds are available and the use of these funds will not impact the loaning fund(s) current operations or constitute a permanent diversion of funds. All interfund borrowing will bear interest based upon at least the prevailing LGIP (Local Government Investment Pool) rate. Interfund debt issuance must comply with KCC 3.40.040. The decision to use an interfund loan rather than outside debt to fund capital projects will be based on which is deemed to be the most cost effective approach to meet City capital needs. The City’s Finance Department is responsible for making such an assessment. The City will not issue long-term debt for current operational needs. The following is a description of the types of long-term debt the City may issue. Limited Tax General Obligation Bonds (LTGO): LTGO debt is backed by the full faith and credit of the City. These bonds can be issued without a vote of registered voters but are limited in that debt service payments must be paid from existing city revenue sources. Furthermore, LTGO’s are also limited in the amount and percentage of assessed valuation as defined by the City’s debt capacity in accordance with state law. Unlimited Tax General Obligation Bonds (UTGO): UTGO debt is backed by the full faith and credit of the City. These bonds can only be issued when authorized by a 339 Page 4 of 5 60 percent majority vote of registered voters (meeting the minimum voter turnout requirement). The purpose of the vote is to approve an excess tax levy (as a completely new source of revenue) to pay the debt service. Lease Obligation: Lease debt can be in the form of a lease-purchase arrangement or a certificate of participation. With this type of contractual obligation a third party, typically the lessor, issues certificates or bonds where the principal and interest payments to investors are guaranteed by the lease payments made by the City. Depending on the security for the lease payments, lease debt may be repaid from existing City revenue sources, voter-approved property tax, or revenues of an enterprise. Revenue Bonds: Revenue bonds are used to finance construction or improvements to facilities of enterprise systems operated by the City in accordance with the Capital Improvement Program and are generally payable from the enterprise. No taxing power or general fund pledge is provided as security. Unlike general obligation bonds, revenue bonds are not subject to the City’s statutory debt limitation nor is voter approval required. Special Assessment Bond: Also referred to as Local Improvement District (LID) bonds, this type of debt is used to finance capital improvements that benefit property owners within the LID. LID debt is repaid from annual assessments paid to the City. LIDs are formed by the Council following the process outlined in State statutes. The cost is borne only by those who will benefit most from the improvement. LID debt is not part of the debt capacity calculation. Other Debt Instruments: Instruments such as Public Works Trust Fund loans or other financing contracts issued through the State of Washington, bond anticipation notes (BAN’s), tax anticipation notes (TAN’s), bank qualified loans, and/or other legal debt issues may be incurred as allowed by law. Additionally, the City may issue interfund loans rather than outside debt instruments to fund capital projects or meet short-term cash flow needs. Professional Services: The City’s Finance Department will be responsible for the solicitation and selection of professional services as necessary to administer debt financing. Professional service providers necessary to issue debt may include, but are not limited to: bond counsel, financial advisor, underwriters, and fiscal agent. Refunding Debt: Debt refunding is typically done to take advantage of lower interest rates. Refunding bonds are an acceptable use of bond proceeds provided that, and unless 340 Page 5 of 5 otherwise justified and found to be in the best interest of the City, a) the net present value (NPV) of the savings is at least 3% and b) the final maturity date is not extended. Debt Issuance Process: The Finance Director will determine the method of sale best suited for each issue of debt (competitive sale, negotiated sale, or private placement). The Finance Director, City Attorney and bond counsel will coordinate their activities and review all debt issuance to ensure that all securities are issued in compliance with state and federal legal and regulatory requirements by the State and the Federal Government’s laws, rules and regulations. For each issue, the City will evaluate the costs and benefits of bond insurance or other credit enhancements. Any credit enhancement purchases by the City must be competitively procured. The Finance Director may institute procedures to implement this policy and other bond covenants and provisions related to State and federal law applicable to the City’s debt. Council approval is required prior to the issuance of debt, except where Council authority has been delegated in KCC 3.40.040. Periodic Review: This debt policy must be adopted by Council. The policy will be reviewed periodically by the Finance Department and modifications must be submitted to and approved by the Council. 341 This page intentionally left blank 342 Page 1 of 5 City of Kent Finance Policy: Fund Balance Reserves Policy: The objective of this policy is to provide general guidance for the establishment and continued maintenance of Fund Balance Reserves. This policy establishes the amounts the City will strive to maintain in Fund Reserves, how the Reserves will be funded, and the conditions under which Reserves may be used. The City classifies available fund balances for specific purposes in accordance with Government Accounting Standards Board (GASB) Statement #54 as follows: Non-spendable – Resources that cannot be spent because of form (e.g. inventory, prepaid amounts) or because they must be maintained intact. Restricted – Resources with limitations imposed by creditors, grantors, laws, regulations, or enabling legislation. Committed – Resources that can only be used for specific purposes pursuant to constraints imposed by formal action of the highest level of decision-making authority – the City Council. These amounts cannot be used for any other purpose unless the City Council removes or changes the specified use by taking the same action it employed to previously commit the amounts. Assigned – Resources that are intended to be used for specific purposes, but is neither restricted nor committed. Unassigned – Resources that are not non-spendable, restricted, committed or assigned to specific purposes. Fund balance is an important indicator of a city’s financial position and maintaining reserves is a prudent management practice. Adequate fund balances are maintained to allow the city to continue providing services to the community in case of unexpected emergencies, unfunded mandates, and/or economic downturns. They may also be used to meet seasonal cash flow shortfalls as needed. As such, the City has determined targeted fund balances for specific funds as outlined in the table below: 343 Page 2 of 5 Fund Fund Balance Policy General Fund Eighteen Percent (18%) of Current-Year Budgeted Expenses Street Fund - Unrestricted Sixteen Percent (16%) of Current-Year Budgeted Expenses Public Safety Retiree Benefits Twice the IBNR (Incurred But Not Reported) Estimate per the annual Actuarial Study plus $500,000 Youth/Teen Fund $100,000 Capital Resources Fund $1,500,000 Capital Resources Fund - Parks $500,000 Criminal Justice Fund Sixteen Percent (16%) of Current-Year Budgeted Expenses Boat Registration/Safety $2,500 Kent Events Center Operating $500,000 Event Center Lifecycle $300,000 Water Operating Fund Twenty Percent (20%) of Current-Year Budgeted Operating Expenses Sewerage Operating Twenty Percent (20%) of Current-Year Budgeted Operating Expenses Golf Operating $400,000 or Sixteen Percent (16%) of Current-Year Budgeted Operating Expenses, whichever is higher. Fleet Services Fund Sixteen Percent (16%) of Current-Year Budgeted Expenses plus $500,000 Information Technology Fund $500,000 Facilities Management Fund $700,000 or Sixteen Percent (16%) of Current-Year Budgeted Operating Expenses, whichever is higher. 344 Page 3 of 5 Unemployment Comp Fund $100,000 (Plus any downward adjustments in staffing or changes in policy) Workers Compensation Fund Seventy Percent (70%) confidence level as provided in the annual Actuarial Study for the Worker Comp fund Health Care/Benefits Fund Twice the IBNR (Incurred But Not Reported) Estimate per Actuary or $2,000,000, whichever is higher. Liability Insurance Fund Seventy Percent (70%) confidence level as provided in the annual Actuarial Study for the Liability Insurance fund Property Insurance Fund 1.5 times the $100,000 deductible plus projected premium for the following year. The City’s Finance Department is charged with ensuring compliance with all fund balance policy requirements. General Fund: In an effort to ensure the continuance of sound financial management of public resources, the City of Kent’s Unassigned General Fund Balance will be maintained to provide the city with sufficient working capital and a comfortable margin of safety to address emergent needs, sudden loss of revenue, and unexpected downturns without borrowing. This policy establishes the amounts the city will strive to maintain in its General Fund balance, the conditions under which fund balance may be spent, and the method by which fund balances will be restored. These amounts are expressed as goals, recognizing that fund balance levels can fluctuate from year to year in the normal course of operations for any local government. The city will strive to maintain a General Fund “Operating Reserve” with an upper goal of eighteen percent (18%) of the adopted current-year budgeted General Fund expenditures, less any one-time items. It is the intent of the city to limit the use of Unassigned General Fund balances to addressing unanticipated, non-recurring needs or known and planned future obligations. The Operating Reserve is intended to be a reserve for unexpected events such as unfunded mandates, the failure to receive expected revenues, the continuance of critical city services due to unanticipated events, or to offset the unexpected loss of 345 Page 4 of 5 a significant funding source for the remainder of the fiscal year. Any use of Operating Reserve funds that reduce the fund balance below the minimum required must include a repayment plan that projects to restore the Operating Reserve to the minimum level. Fund balances shall not normally be applied to recurring annual operating expenditures. Unassigned balances may, however, be used to allow time for the city to restructure its operations in a deliberate manner, but such use will only take place in the context of long-term financial planning. Funds in excess of the reserves described above will be Unassigned General Fund Balance, unless otherwise assigned in accordance with GASB Statement #54, and may be considered to supplement “pay as you go” capital outlay and other one- time expenditures. These funds may not be used to establish or support costs that are recurring in nature. The Finance Director is authorized to classify available fund balance for specific purposes in accordance with Government Accounting Standards Board Statement #54. It is the policy of the city that expenditures for which more than one category of fund balance may be used, the order of use will be: Restricted Fund Balance, Committed Fund Balance, Assigned Fund Balance, and Unassigned Fund Balance. Other Funds: In a manner similar to the General Fund, the City desires to maintain a prudent level of financial resources in its other funds, including Enterprise Funds, Special Revenue Funds, and Self-Insurance Funds, to guard its stakeholders against service disruptions in the event of unexpected temporary revenue shortfalls or unpredicted one-time expenses. Fund reserves are accumulated and maintained to provide stability and flexibility to respond to unexpected adversity and/or opportunities. It is the intent of the City to limit use of these fund reserves to address unanticipated, non-recurring needs. Reserves shall not normally be applied to recurring annual operating expenses. Reserves may, however, be used to allow time for the City to restructure its operations in a deliberate manner (as might be required in an economic downturn), but such use will only take place in the context of long-term financial planning. Unless otherwise noted, all parameters of the General Fund Balance are also applicable to all other fund balances. 346 Page 5 of 5 Pooled Cash Method: In order to provide liquidity adequate to meet the needs and demands of providing government services, including unanticipated reductions in revenues or unplanned increases in expenses, Reserve levels will be maintained and managed through the Pooled Cash method in such a way as to minimize short-term borrowing. This reduces overall cost to taxpayers by minimizing interest expense. The reserves are intended to support this effort and counterbalance cycles that are experienced in fee and other revenue collections. Funding the Reserves: Funding of reserve targets will generally come from excess revenues over expenses or one-time revenues. Excess of Reserves: Reserves for specific funds are restricted for the activities of that fund under GASB principles, with the exception of the General Fund, which can be used for any good government purpose. In the event fund reserves exceed the minimum balance requirements at the end of each fiscal year, any excess reserves may be used in the following ways: 1. Fund accrued liabilities. Priority will be given to those items that relieve budget or financial operating pressure in future periods; 2. Appropriated to lower the amount of bonds or contributions needed to fund capital projects in the City’s CIP (Capital Improvement Program); 3. One-time expenses that do not increase recurring operating costs that cannot be funded through current revenues. Emphasis will be placed on one-time uses that reduce future operating costs; or 4. Start-up expenses for new programs, provided that such action is approved by the City Council and is considered in the context of multi-year projections of revenue and expenses as prepared by the City’s Finance Department. Periodic Review: This fund balance policy must be adopted by the City Council. The policy will be reviewed periodically by the Finance Department and modifications must be submitted to and approved by the Council. 347 This page intentionally left blank 348 FINANCE DEPARTMENT Aaron BeMiller, Director Phone: 253-856-5260 Fax: 253-856-6255 Address: 220 Fourth Avenue S. Kent, WA. 98032-5895 DATE: November 21, 2017 TO: Operations Committee FROM: Aaron BeMiller, Director SUBJECT: September Financial Report – Information Only MOTION: Information Only SUMMARY: The Finance Director will report out the September 2017 financial report. BUDGET IMPACT: BACKGROUND: 349 This page intentionally left blank 350 2017 Adj Budget 2017 YTD 2017 Est Actual Variance Favorable (Unfavorable) %Variance Favorable (Unfavorable) Revenues 93,795,960 67,533,177 97,603,330 3,807,370 4.1% Expenditures 96,979,260 61,180,967 96,683,320 295,940 0.3% Net Revenues Less Expenditures (3,183,300) 6,352,210 920,010 4,103,310 Beginning Fund Balance 19,987,828 19,987,828 Ending Fund Balance 16,804,528 20,907,838 Ending Fund Balance Detail: General Fund Reserves 13,812,958 18,077,838 14.2% 18.7% Contingency for Unanticipated Costs 1,500,000 1,500,000 Strategic Opportunities Fund 425,000 425,000 Restricted for Annexation 1,066,570 905,000 Revenue Overview Expenditures Overview September 2017 Monthly Financial Report City of Kent, Washington General Fund Overview Summary Analysis through September shows an overall positive budget variance of $4.1 million. The 2017 adopted budget reflects an expected use of $2.4 million of fund balance, including $2 million for Parks capital projects. The budgeted use of fund balance is offset by the positive budget variance of $4.1 million, creating a net surplus of $0.9m. General Fund Reserves are estimated to end the year at $18.1 million, or 18.7% of estimated 2017 expenditures. Revenues are estimated to end the year approximately $3.8 million (4.1%) higher than budgeted. Through September, all departments are remaining fairly close to budget with an overall favorable budget variance of $296k or 0.3%. 351 Revenue Categories 2017 Adj Budget 2017 YTD 2017 Est Actual Variance Favorable (Unfavorable) %Variance Favorable (Unfavorable) Taxes: Property 22,782,330 12,780,605 22,925,600 143,270 0.6% Sales & Use 19,756,570 15,587,111 20,472,570 716,000 3.6% Utility 18,947,950 15,038,126 19,323,380 375,430 2.0% Business & Occupation 8,900,000 4,517,249 8,824,520 (75,480)-0.8% Other 869,990 488,737 908,000 38,010 4.4% Licenses and Permits 5,611,350 4,801,451 6,137,780 526,430 9.4% Intergovernmental Revenue 7,712,070 5,995,214 7,970,550 258,480 3.4% Charges for Services 5,117,170 5,412,661 6,406,660 1,289,490 25.2% Fines and Forfeitures 1,565,970 1,291,886 1,603,380 37,410 2.4% Miscellaneous Revenue 1,582,560 1,620,138 2,080,890 498,330 31.5% Transfers In 950,000 - 950,000 - Total Revenues 93,795,960 67,533,177 97,603,330 3,807,370 4.1% Licenses & Permits: Estimated year-end collections at $526k in excess of budget, largely due to increased Building/Structure Permits ($200k), Fire Permits ($160k), and Street/Curb Permits ($186k). Charges for Services: Estimated year-end collections at $1.3m in excess of budget, largely due to increased permit review fees ($1.4m) offset by decreased public safety ($73k) and Culture & Rec ($42k) fees. Miscellaneous Revenue: Estimated year-end collections at $498k in excess of budget, largely due to increased interest income ($132k) and reimbursements for services ($376k). September 2017 Monthly Financial Report City of Kent, Washington General Fund Overview - Revenues Variance analysis for revenues is provided for particular line items or those in which the estimated actual amount differs from the budgeted amount by at least 10% or minimum of $500,000. Variance Notes Sales & Use Tax: July and August Sales Tax Revenues exceeded the same period last year by ~$300k, full year up $340k. Annexation Area Sales & Use Tax also up by $335k. Criminal Justice Sales Tax up by $31k. Property Taxes 23% Sales Taxes 21% Utility Taxes 20% B&O Taxes 9%Other Taxes 1% Licenses and Permits 6% Intergovernmental 8% Charges for Services 7% Fines & Forfeits 2% Misc & Transfers In 3% Other 26% 2017 Estimated Actual Revenues 352 Prior Year Revenues Budgeted Revenues Actual Revenues January 4,829 5,464 5,578 February 5,138 5,225 5,024 March 6,546 7,439 7,586 April 16,091 14,962 17,008 May 6,600 7,175 6,492 June 5,578 6,225 6,175 July 6,545 6,040 7,351 August 6,545 5,068 5,581 September 6,531 6,810 6,738 October 16,476 15,667 0 November 6,303 6,086 0 December 9,602 7,635 0 Total 96,784 93,796 67,533 Prior Year Revenues Budgeted Revenues Actual Revenues January 0 9 0 February 199 168 197 March 719 717 711 April 9,550 8,760 9,768 May 1,305 2,136 1,324 June 83 132 109 July 55 46 26 August 55 91 85 September 441 490 561 October 8,525 8,683 0 November 1,414 1,368 0 December 155 184 0 Total 22,502 22,782 12,781 Prior Year Revenues Budgeted Revenues Actual Revenues January 1,461 1,507 1,686 February 2,026 1,974 1,986 March 1,519 1,448 1,550 April 1,575 1,457 1,547 May 1,739 1,641 1,836 June 1,236 1,347 1,587 July 1,560 1,614 1,739 August 1,560 1,785 1,964 September 1,594 1,676 1,693 October 1,691 1,660 0 November 1,822 1,812 0 December 1,793 1,834 0 Total 19,576 19,757 15,587 September 2017 Monthly Financial Report City of Kent, Washington General Fund Revenues ($ in Thousands) All Revenues Sources Property Tax Sales Tax September 2017 Monthly Financial Report City of Kent, Washington General Fund Revenues ($ in Thousands) Prior Year Revenues Budgeted Revenues Actual Revenues January 2,115 2,083 1,842 February 1,708 1,632 1,829 March 1,584 1,570 1,739 April 1,597 1,823 1,873 May 1,491 1,457 1,566 June 1,368 1,341 1,505 July 1,563 1,731 1,631 August 1,563 1,403 1,479 September 1,584 1,636 1,574 October 1,432 1,524 0 November 1,499 1,421 0 December 1,107 1,327 0 Total 18,611 18,948 15,038 Prior Year Revenues Budgeted Revenues Actual Revenues January 1 8 1 February 2 37 4 March 165 170 494 April 1,383 1,839 1,945 May 737 445 232 June 115 128 153 July 1,632 1,659 1,984 August 1,632 456 185 September 169 139 8 October 2,293 1,950 0 November 239 287 0 December 2,761 2,652 0 Total 11,130 9,770 5,006 Prior Year Revenues Budgeted Revenues Actual Revenues January 1,252 1,454 2,049 February 1,203 1,013 1,008 March 2,559 2,699 3,092 April 1,986 1,512 1,876 May 1,328 1,446 1,534 June 2,775 3,030 2,820 July 1,734 1,501 1,969 August 1,734 1,323 1,868 September 2,743 2,760 2,902 October 2,534 1,990 0 November 1,329 1,068 0 December 3,787 2,743 0 Total 24,965 22,539 19,121 Utility Tax Other Taxes Other Revenues (Intergovernmental, Licenses & Permits, Charges for Service, Fines & Forfeits, and Misc Revenues) Department 2017 Adj Budget 2017 YTD 2017 Est Actual Variance Favorable (Unfavorable) %Variance Favorable (Unfavorable) City Council 352,110 262,700 341,900 10,210 2.9% Mayor's Office/City Clerk 2,709,760 1,653,384 2,537,000 172,760 6.4% Economic & Community Dev 6,394,650 4,239,670 5,973,800 420,850 6.6% Finance 2,734,560 1,853,192 2,640,200 94,360 3.5% Fire Contracted Services 3,603,110 2,597,779 3,606,600 (3,490)-0.1% Human Resources 1,977,930 1,304,970 1,838,800 139,130 7.0% Information Technology 517,310 376,304 541,400 (24,090)-4.7% Law 1,737,080 1,173,496 1,633,300 103,780 6.0% Municipal Court 3,181,510 2,339,125 3,165,600 15,910 0.5% Parks, Recreation & Comm Svcs 17,229,170 12,347,413 17,065,100 164,070 1.0% Police 36,976,600 27,378,546 37,286,300 (309,700)-0.8% Public Works 1,294,960 815,896 1,113,000 181,960 14.1% Non-Departmental 18,270,510 4,838,491 18,940,320 (669,810)-3.7% Total Expenditures 96,979,260 61,180,967 96,683,320 295,940 0.3% September 2017 Monthly Financial Report City of Kent, Washington General Fund Overview - Expenditures Variance analysis for expenditures is provided for particular departments or those in which the estimated actual amount differs from the budgeted amount by at least 10% or a minimum of $500,000. Variance Notes None. City Council Mayor's Office/City Clerk 3% Economic & Community Dev 6% Finance 3% Fire Contracted Services 4% Human Resources 2%Information TechnologyLaw 2% Municipal Court 3% Parks, Recreation & Comm Svcs 18% Police 38% Public Works 1% Non-Departmental 20% Other 11% 2017 Estimated Actual Expenditures 355 2015 2016 2017 2017 2017 Actual Actual Adj Budget YTD Est Actual Beginning Fund Balance 11,312,140 15,372,499 19,987,828 19,987,828 19,987,828 Revenues Taxes: Property 22,015,525 22,534,441 22,782,330 12,780,605 22,925,600 Sales & Use 18,583,057 19,814,047 19,756,570 15,587,111 20,472,570 Utility 18,151,853 18,490,458 18,947,950 15,038,126 19,323,380 Business & Occupation 7,656,220 9,311,445 8,900,000 4,517,249 8,824,520 Other 1,023,500 961,833 869,990 488,737 908,000 Licenses and Permits 5,827,474 6,269,525 5,611,350 4,801,451 6,137,780 Intergovernmental Revenue 7,783,935 8,072,343 7,712,070 5,995,214 7,970,550 Charges for Services 5,814,133 5,363,205 5,117,170 5,412,661 6,406,660 Fines and Forfeitures 1,660,366 1,551,720 1,565,970 1,291,886 1,603,380 Miscellaneous Revenue 1,756,485 2,302,027 1,582,560 1,620,138 2,080,890 Transfers In 996,921 962,261 950,000 - 950,000 Total Revenues 91,269,469 95,633,303 93,795,960 67,533,177 97,603,330 Expenditures City Council 298,884 337,355 352,110 262,700 341,900 Mayor's Office/City Clerk 2,211,861 2,339,581 2,709,760 1,653,384 2,537,000 Economic & Community Dev 5,345,212 5,521,764 6,394,650 4,239,670 5,973,800 Finance 2,419,039 2,751,128 2,734,560 1,853,192 2,640,200 Fire Contracted Services 3,513,988 3,556,484 3,603,110 2,597,779 3,606,600 Human Resources 1,039,875 1,733,010 1,977,930 1,304,970 1,838,800 Information Technology 456,328 509,617 517,310 376,304 541,400 Law 1,198,769 1,458,153 1,737,080 1,173,496 1,633,300 Municipal Court 2,988,951 3,079,215 3,181,510 2,339,125 3,165,600 Parks, Recreation & Comm Svcs 15,595,739 16,027,802 17,229,170 12,347,413 17,065,100 Police 32,992,234 35,155,894 36,976,600 27,378,546 37,286,300 Public Works 4,896,300 1,273,864 1,294,960 815,896 1,113,000 Non-Departmental 14,251,930 17,274,106 18,270,510 4,838,491 18,940,320 Total Expenditures 87,209,110 91,017,974 96,979,260 61,180,967 96,683,320 Net Revenues less Expenditures 4,060,359 4,615,329 (3,183,300) 6,352,210 920,010 Ending Fund Balance 15,372,499 19,987,828 16,804,528 26,340,038 20,907,838 Ending Fund Balance Detail: General Fund Reserves 11,749,159 16,996,258 13,812,958 18,077,838 based on same year actuals/budget 13.5% 18.7% 14.2%18.7% Contingency for Unanticipated Costs 1,500,000 1,500,000 1,500,000 1,500,000 Strategic Opportunities Fund 425,000 425,000 425,000 425,000 Restricted for Annexation 1,698,340 1,066,570 1,066,570 905,000 September 2017 Monthly Financial Report City of Kent, Washington General Fund 356 2015 2016 2017 % of thru September thru September thru September Budget Revenues Taxes: Property 12,204,370 12,440,688 12,780,605 339,916 2.7% 53.1% Sales & Use 13,642,154 14,507,647 15,587,111 1,079,463 7.4% 51.6% Utility 15,158,570 14,452,321 15,038,126 585,805 4.1% 54.6% Business & Occupation 3,506,077 4,460,449 4,517,249 56,800 1.3% 28.8% Other 521,188 519,373 488,737 (30,637) -5.9% 30.6% Licenses and Permits 3,216,066 4,240,332 4,801,451 561,119 13.2% 51.9% Intergovernmental Revenue 5,687,360 5,976,625 5,995,214 18,589 0.3% 52.7% Charges for Services 4,554,260 4,025,061 5,412,661 1,387,601 34.5% 67.8% Fines and Forfeitures 1,366,085 1,223,526 1,291,886 68,360 5.6% 57.7% Miscellaneous Revenue 1,324,122 1,406,340 1,620,138 213,799 15.2% 65.7% Transfers In - - - - Total Revenues 61,180,252 63,252,362 67,533,177 4,280,815 6.8% 72.0% Expenditures City Council 224,648 255,017 262,700 7,683 3.0% 74.6% Mayor's Office/City Clerk 1,559,479 1,632,652 1,653,384 20,732 1.3% 61.0% Economic & Community Dev 3,852,884 3,999,352 4,239,670 240,318 6.0% 66.3% Finance 1,805,641 2,035,358 1,853,192 (182,166) -9.0% 67.8% Fire Contracted Services 2,658,449 2,668,466 2,597,779 (70,686) -2.6% 72.1% Human Resources 781,646 1,174,866 1,304,970 130,104 11.1% 66.0% Information Technology 327,789 376,998 376,304 (693) -0.2% 72.7% Law 895,319 1,098,647 1,173,496 74,850 6.8% 67.6% Municipal Court 2,226,910 2,286,413 2,339,125 52,712 2.3% 73.5% Parks, Recreation & Comm Svcs 11,559,235 11,865,126 12,347,413 482,287 4.1% 71.7% Police 24,370,348 25,349,364 27,378,546 2,029,182 8.0% 74.0% Public Works *3,554,733 1,096,742 815,896 (280,846) -25.6% 63.0% Non-Departmental 4,086,772 2,588,053 4,838,491 2,250,438 87.0% 26.5% Total Expenditures 57,903,852 56,427,053 61,180,967 4,753,915 8.4% 63.1% * Most Public Works costs were moved to the Street Operating Fund effective January 1, 2016. Only costs allocated to the Panther Lake annexation remain in the General Fund. Variance September 2017 Monthly Financial Report City of Kent, Washington General Fund Year-to-Year Month Comparison 2016-17 357 2015 2016 2017 2017 2017 Actual Actual Budget YTD Est Actual Operating revenues and expenditures only; capital and non-capital projects are excluded. In instances where expenditures exceed revenues, fund balance is being utilized. Street Fund Revenues 11,644,554 14,254,751 12,272,430 8,476,284 12,992,100 Expenditures 8,748,733 14,369,693 12,447,540 7,891,131 12,371,030 Net Revenues Less Expenditures 2,895,821 (114,942)(175,110)585,153 621,070 LEOFF 1 Retiree Benefits Revenues 1,341,722 1,035,289 1,148,730 703,636 1,113,900 Expenditures 1,279,216 954,561 1,163,220 862,266 1,056,500 Net Revenues Less Expenditures 62,506 80,728 (14,490)(158,630)57,400 Lodging Tax Revenues 279,878 294,859 281,000 218,178 304,500 Expenditures 257,164 219,989 338,060 261,195 218,800 Net Revenues Less Expenditures 22,714 74,870 (57,060)(43,017)85,700 Youth/Teen Programs Revenues 894,592 911,855 928,600 733,765 934,850 Expenditures 920,380 942,000 942,000 942,000 Net Revenues Less Expenditures (25,788)(30,145)(13,400)733,765 (7,150) Capital Resources Revenues 20,209,541 20,751,646 12,713,960 12,513,852 15,153,150 Expenditures 11,135,015 15,248,984 15,473,530 1,559,913 15,498,530 Net Revenues Less Expenditures 9,074,526 5,502,662 (2,759,570)10,953,939 (345,380) 2017: October Budget change of $310,000 to correct PFD bond refunding debt service Criminal Justice Revenues 4,753,967 4,873,770 5,208,990 4,575,503 5,730,100 Expenditures 2,965,408 3,157,680 5,257,070 3,157,977 4,168,300 Net Revenues Less Expenditures 1,788,559 1,716,090 (48,080)1,417,526 1,561,800 ShoWare Operating Revenues 1,680,882 1,647,988 1,150,000 179,265 1,150,000 Expenditures 518,720 1,097,457 1,089,320 479,890 796,550 Net Revenues Less Expenditures 1,162,162 550,531 60,680 (300,625)353,450 Other Operating Revenues 127,615 135,731 116,520 82,610 135,020 Expenditures 44,550 63,059 116,520 114,643 98,000 Net Revenues Less Expenditures 83,065 72,672 (32,033)37,020 Councilmanic Debt Service Revenues 17,181,106 86,581,322 10,781,240 2,721,443 11,159,200 Expenditures 17,172,776 85,720,181 10,316,410 2,721,443 10,316,410 Net Revenues Less Expenditures 8,329 861,141 464,830 842,790 Special Assessment Debt Service Revenues 2,604,505 2,151,133 1,561,380 1,259,821 1,561,380 Expenditures 4,836,771 3,032,661 2,585,830 196,552 2,585,830 Net Revenues Less Expenditures (2,232,266)(881,528)(1,024,450)1,063,269 (1,024,450) Water Utility Revenues 23,967,361 24,526,000 25,333,130 20,474,975 26,022,630 2016: Includes street and transportation revenues and costs moved from the General Fund. Debt Service Funds Enterprise Funds September 2017 Monthly Financial Report City of Kent, Washington Other Funds Overview (Revenues and Expenditures) Special Revenue Funds 2015: Net revenues less expenditures include $2.27m street operating revenues returned from LID funded projects. These funds have been allocated to projects in the 2016 budget. 358 2015 2016 2017 2017 2017 Actual Actual Budget YTD Est Actual Operating revenues and expenditures only; capital and non-capital projects are excluded. In instances where expenditures exceed revenues, fund balance is being utilized. September 2017 Monthly Financial Report City of Kent, Washington Other Funds Overview (Revenues and Expenditures) Expenditures 21,337,546 21,654,832 28,079,700 13,222,489 22,901,490 Net Revenues Less Expenditures 2,629,815 2,871,168 (2,746,570)7,252,486 3,121,140 359 2015 2016 2017 2017 2017 Actual Actual Budget YTD Est Actual Operating revenues and expenditures only; capital and non-capital projects are excluded. In instances where expenditures exceed revenues, fund balance is being utilized. September 2017 Monthly Financial Report City of Kent, Washington Other Funds Overview (Revenues and Expenditures) Sewer/Drainage Utility Revenues 49,821,430 53,289,642 52,276,840 39,342,393 53,000,000 Expenditures 48,838,724 50,599,649 50,219,100 32,507,184 48,512,760 Net Revenues Less Expenditures 982,706 2,689,993 2,057,740 6,835,208 4,487,240 Solid Waste Utility Revenues 774,072 899,710 542,544 904,710 Expenditures 365 471,180 830,930 363,527 464,010 Net Revenues Less Expenditures (365)302,892 68,780 179,017 440,700 Golf Complex Revenues 2,661,490 2,475,682 2,871,410 2,557,235 2,809,000 Expenditures 2,867,873 3,188,762 2,820,340 2,133,312 2,810,000 Net Revenues Less Expenditures (206,383)(713,080)51,070 423,923 (1,000) 2017: Note revenues include $500k for Sale of Land Fleet Services Revenues 4,538,925 4,769,001 4,715,900 3,686,745 4,822,000 Expenditures 3,195,504 3,974,431 5,697,840 2,607,793 5,238,330 Net Revenues Less Expenditures 1,343,421 794,570 (981,940)1,078,952 (416,330) Central Services Revenues 372,070 382,444 446,510 251,931 362,000 Expenditures 350,962 399,786 421,150 204,463 355,200 Net Revenues Less Expenditures 21,108 (17,342)25,360 47,468 6,800 Information Technology Revenues 7,603,220 7,717,834 7,962,060 6,036,176 7,957,550 Expenditures 6,708,773 6,905,076 8,921,540 5,230,527 8,655,460 Net Revenues Less Expenditures 894,447 812,757 (959,480)805,649 (697,910) Facilities Revenues 5,432,463 5,556,854 4,728,530 3,509,204 4,768,750 Expenditures 5,527,155 4,881,741 5,035,930 3,007,073 4,977,300 Net Revenues Less Expenditures (94,692)675,113 (307,400)502,131 (208,550) Unemployment Revenues 397,641 420,226 121,700 129,932 152,000 Expenditures 98,860 126,718 169,050 52,123 110,000 Net Revenues Less Expenditures 298,781 293,508 (47,350)77,808 42,000 Workers Compensation Revenues 1,095,382 1,200,476 1,023,800 808,541 1,052,700 Expenditures 681,822 1,436,775 1,398,210 770,525 1,121,680 Net Revenues Less Expenditures 413,560 (236,299)(374,410)38,016 (68,980) 2015: Revenues reflect 2015-16 rate reduction, with GF savings going to the CR Fund to reduce the deficit. Employee Health & Wellness Revenues 10,487,102 10,688,926 11,182,600 8,918,500 11,617,000 Expenditures 11,298,096 12,130,696 11,936,000 10,002,684 13,925,500 Net Revenues Less Expenditures (810,994)(1,441,770)(753,400)(1,084,184)(2,308,500) 2017: October budget change of $2.1m to increase medical claims budget Liability Insurance Revenues 1,135,932 1,447,027 2,059,700 1,768,564 2,079,600 Expenditures 1,187,054 2,145,627 2,674,730 2,468,354 2,708,500 Net Revenues Less Expenditures (51,122)(698,600)(615,030)(699,790)(628,900) 2017: October budget change for $200,000 to ensure adequate budget to cover judgments and damages costs Internal Service Funds 360 2015 2016 2017 2017 2017 Actual Actual Budget YTD Est Actual Operating revenues and expenditures only; capital and non-capital projects are excluded. In instances where expenditures exceed revenues, fund balance is being utilized. September 2017 Monthly Financial Report City of Kent, Washington Other Funds Overview (Revenues and Expenditures) Property Insurance Revenues 582,938 628,105 554,820 419,949 558,000 Expenditures 471,003 445,135 501,050 583,655 443,200 Net Revenues Less Expenditures 111,935 182,970 53,770 (163,705)114,800 361 2015 2016 2017 thru September thru September thru September Operating revenues and expenditures only; capital and non-capital projects are excluded. Street Fund Revenues 6,440,520 8,439,694 8,476,284 36,590 0.4% Expenditures 945,138 6,539,726 7,891,131 1,351,405 20.7% Net Revenues Less Expenditures 5,495,382 1,899,968 585,153 2016 includes street and transportation revenues and costs moved from the General Fund. LEOFF 1 Retiree Benefits Revenues 571,542 573,049 703,636 130,588 22.8% Expenditures 960,166 722,081 862,266 140,185 19.4% Net Revenues Less Expenditures (388,623)(149,033)(158,630) 2016 revenues reflect a timing difference because of revenues that were not booked until June. Lodging Tax Revenues 189,148 202,540 218,178 15,638 7.7% Expenditures 71,497 181,802 261,195 79,393 43.7% Net Revenues Less Expenditures 117,651 20,738 (43,017) 2016 expenditures reflect increased marketing activities. Youth/Teen Programs Revenues 695,945 693,159 733,765 40,605 5.9% Expenditures Net Revenues Less Expenditures 695,945 693,159 733,765 Capital Resources Revenues 13,284,365 11,751,123 12,513,852 762,729 6.5% Expenditures 2,095,389 2,996,125 1,559,913 (1,436,211)-47.9% Net Revenues Less Expenditures 11,188,976 8,754,999 10,953,939 Expenditures higher in 2015 and 2017 due to land purchases in Q1. Criminal Justice Revenues 3,173,170 3,511,704 4,575,503 1,063,798 30.3% Expenditures 2,083,012 2,137,143 3,157,977 1,020,834 47.8% Net Revenues Less Expenditures 1,090,158 1,374,562 1,417,526 2016 increase in revenues due to strong sales tax trends and an increase in seized assets. ShoWare Operating Revenues 617,944 471,942 179,265 (292,678)-62.0% Expenditures 464,376 645,203 479,890 (165,313)-25.6% Net Revenues Less Expenditures 153,568 (173,261)(300,625) Admissions Tax revenues received quarterly (April, July, September, January) Other Operating Revenues 14,340 35,310 82,610 47,300 134.0% Expenditures 20,768 80,550 114,643 34,093 42.3% Net Revenues Less Expenditures (6,428)(45,240)(32,033) Combines several small programs, including City Art Program and Neighborhood Matching Grants Variance September 2017 Monthly Financial Report City of Kent, Washington Other Funds Overview (Revenues and Expenditures) Year-to-Year Month Comparison 2016-17 Special Revenue Funds 362 2015 2016 2017 thru September thru September thru September Operating revenues and expenditures only; capital and non-capital projects are excluded. Variance September 2017 Monthly Financial Report City of Kent, Washington Other Funds Overview (Revenues and Expenditures) Year-to-Year Month Comparison 2016-17 Councilmanic Debt Service Revenues 1,971,178 78,737,078 2,721,443 (76,015,634)-96.5% Expenditures 1,968,552 78,679,169 2,721,443 (75,957,725)-96.5% Net Revenues Less Expenditures 2,626 57,909 Debt service payments are generally due in June and December. Special Assessments Debt Service Revenues 1,622,950 1,417,468 1,259,821 (157,647)-11.1% Expenditures 2,276,745 428,767 196,552 (232,214)-54.2% Net Revenues Less Expenditures (653,795)988,702 1,063,269 Water Utility Revenues 18,141,839 18,374,837 20,474,975 2,100,138 11.4% Expenditures 12,865,092 13,977,137 13,222,489 (754,648)-5.4% Net Revenues Less Expenditures 5,276,747 4,397,700 7,252,486 Sewer/Drainage Utility Revenues 36,662,536 37,058,621 39,342,393 2,283,772 6.2% Expenditures 27,871,353 31,332,056 32,507,184 1,175,129 3.8% Net Revenues Less Expenditures 8,791,184 5,726,565 6,835,208 Solid Waste Utility Revenues 543,809 542,544 (1,265)-0.2% Expenditures 322,130 363,527 41,398 11.4% Net Revenues Less Expenditures 221,679 179,017 Solid Waste Utility established in 2016. Golf Complex Revenues 2,316,292 2,128,850 2,557,235 428,385 20.1% Expenditures 2,233,535 2,420,275 2,133,312 (286,963)-11.9% Net Revenues Less Expenditures 82,757 (291,425)423,923 2016 & 2017 revenues down due to inclement weather conditions in Q1. Fleet Services Revenues 3,419,831 3,591,064 3,686,745 95,681 2.7% Expenditures 2,424,383 2,674,030 2,607,793 (66,236)-2.5% Net Revenues Less Expenditures 995,448 917,034 1,078,952 Central Services Revenues 284,979 290,206 251,931 (38,275)-13.2% Expenditures 284,066 295,489 204,463 (91,026)-30.8% Net Revenues Less Expenditures 913 (5,283)47,468 Debt Service Funds 2015 expenditures include $2.27 million in transfers to reimburse Street Operating for funds used to complete LID funded projects. An additional $425,000 was transferred in 2016. Enterprise Funds Internal Service Funds 363 2015 2016 2017 thru September thru September thru September Operating revenues and expenditures only; capital and non-capital projects are excluded. Variance September 2017 Monthly Financial Report City of Kent, Washington Other Funds Overview (Revenues and Expenditures) Year-to-Year Month Comparison 2016-17 Information Technology Revenues 5,318,946 5,665,375 6,036,176 370,801 6.5% Expenditures 4,574,850 4,159,674 5,230,527 1,070,853 25.7% Net Revenues Less Expenditures 744,096 1,505,700 805,649 Facilities Revenues 3,988,496 4,014,669 3,509,204 (505,466)-12.6% Expenditures 3,171,206 3,180,801 3,007,073 (173,728)-5.5% Net Revenues Less Expenditures 817,290 833,869 502,131 Unemployment Revenues 299,017 312,308 129,932 (182,377)-58.4% Expenditures 79,775 117,923 52,123 (65,800)-55.8% Net Revenues Less Expenditures 219,242 194,385 77,808 Workers Compensation Revenues 830,094 882,593 808,541 (74,052)-8.4% Expenditures 726,456 661,622 770,525 108,904 16.5% Net Revenues Less Expenditures 103,637 220,971 38,016 Employee Health & Wellness Revenues 7,819,843 7,669,236 8,168,500 499,263 6.5% Expenditures 8,073,998 8,947,726 10,002,684 1,054,958 11.8% Net Revenues Less Expenditures (254,155)(1,278,490)(1,834,184) Liability Insurance Revenues 851,686 856,636 1,768,564 911,928 106.5% Expenditures 1,293,425 1,628,366 2,468,354 839,988 51.6% Net Revenues Less Expenditures (441,739)(771,730)(699,790) Property Insurance Revenues 437,215 459,604 419,949 (39,655)-8.6% Expenditures 671,234 624,455 583,655 (40,801)-6.5% Net Revenues Less Expenditures (234,019)(164,851)(163,705) 364 2017 2017 2017 2017 Beginning Fund Balance Estimated Revenues Estimated Expenditures Ending Fund Balance Operating revenues and expenditures only; capital and non-capital projects are excluded. General Fund 19,987,828 97,603,330 96,683,320 20,907,838 Street Fund 2,393,645 12,992,100 12,371,030 3,014,715 LEOFF 1 Retiree Benefits 1,174,261 1,113,900 1,056,500 1,231,661 Lodging Tax 469,387 304,500 218,800 555,087 Youth/Teen Programs 91,130 934,850 942,000 83,980 Capital Resources 11,277,727 15,153,150 15,498,530 10,932,347 Criminal Justice 5,697,717 5,730,100 4,168,300 7,259,517 ShoWare Operating 2,147,074 1,150,000 796,550 2,500,524 Other Operating 436,914 135,020 98,000 473,934 Councilmanic Debt Service 521,394 11,159,200 10,316,410 1,364,184 Special Assessments Debt Service 1,188,906 1,561,380 2,585,830 164,456 Water Utility 11,761,566 26,022,630 22,901,490 14,882,706 Sewer/Drainage Utility 11,735,778 53,000,000 48,512,760 16,223,018 Solid Waste Utility 302,528 904,710 464,010 743,228 Golf Complex (3,768,128) 2,809,000 2,810,000 (3,769,128) Fleet Services 5,134,423 4,822,000 5,238,330 4,718,093 Central Services (63,568) 362,000 355,200 (56,768) Information Technology 3,640,615 7,957,550 8,655,460 2,942,705 Facilities 2,340,684 4,768,750 4,977,300 2,132,134 Unemployment 1,332,446 152,000 110,000 1,374,446 Workers Compensation 2,305,514 1,052,700 1,121,680 2,236,534 Employee Health & Wellness 4,681,152 11,617,000 13,925,500 2,372,652 Liability Insurance 1,754,057 2,079,600 2,708,500 1,125,157 Property Insurance 531,548 558,000 443,200 646,348 Enterprise Funds Internal Service Funds September 2017 Monthly Financial Report City of Kent, Washington Fund Balances General Fund Special Revenue Funds Debt Service Funds 365 Project Prior Years 2017 Total Balance Budgets Actuals YTD to Date Remaining Street Fund Resources 6,460,235 3,162,970 1,589,839 4,752,808 1,707,427 Expenditures 6,460,235 3,098,248 1,105,348 4,203,596 2,256,639 Net Resources Less Expenditures 64,722 484,491 549,213 (549,213) Capital Resources Resources 1,240,800 1,190,800 670 1,191,470 49,330 Expenditures 1,240,800 909,908 487,568 1,397,476 (156,676) Net Resources Less Expenditures 280,892 (486,898)(206,006)206,006 Criminal Justice Resources 1,586,668 1,340,452 237,668 1,578,120 8,548 Expenditures 1,586,668 1,285,898 237,141 1,523,039 63,629 Net Resources Less Expenditures 54,555 527 55,081 (55,081) Housing & Community Development Resources 2,743,458 1,147,082 295,376 1,442,458 1,301,000 Expenditures 2,743,458 1,147,082 549,572 1,696,653 1,046,805 Net Resources Less Expenditures (254,196)(254,196)254,196 ShoWare Operating Resources Expenditures 51,510 51,510 (51,510) Net Resources Less Expenditures (51,510)(51,510)51,510 October budget change of $310,000 for ShoWare point of sale system Other Operating Resources 713,213 934,302 82,610 1,016,912 (303,699) Expenditures 713,213 769,427 88,128 857,554 (144,341) Net Resources Less Expenditures 164,875 (5,518)159,357 (159,357) Street Capital Projects Resources 250,929,622 204,506,027 9,829,608 214,335,635 36,593,987 Expenditures 250,929,622 193,018,745 14,283,605 207,302,349 43,627,273 Net Resources Less Expenditures 11,487,282 (4,453,997)7,033,286 (7,033,286) Parks Capital Projects Resources 20,414,380 14,760,491 1,536,350 16,296,841 4,117,539 Expenditures 20,414,380 10,534,170 2,553,668 13,087,838 7,326,542 Net Resources Less Expenditures 4,226,322 (1,017,318)3,209,003 (3,209,003) Technology Capital Projects Resources 8,645,795 5,900,815 27,400 5,928,215 2,717,580 Expenditures 8,645,795 1,149,213 750,994 1,900,206 6,745,589 Net Resources Less Expenditures 4,751,602 (723,594)4,028,008 (4,028,008) Facilities Capital Projects Resources 9,102,238 9,102,239 9,102,239 (1) Expenditures 9,102,238 7,874,081 1,194,428 9,068,509 33,729 Net Resources Less Expenditures 1,228,157 (1,194,428) 33,730 (33,730) Other Capital Projects Resources 18,540,530 17,983,496 17,983,496 557,034 August 2017 Monthly Financial Report City of Kent, Washington Capital and Non-Capital Projects Special Revenue Funds Capital Project Funds 366 Project Prior Years 2017 Total Balance Budgets Actuals YTD to Date Remaining August 2017 Monthly Financial Report City of Kent, Washington Capital and Non-Capital Projects Expenditures 18,540,530 17,345,068 154,621 17,499,689 1,040,841 Net Resources Less Expenditures 638,429 (154,621)483,807 (483,807) Water Utility Resources 39,595,620 32,607,945 146,107 32,754,053 6,841,567 Expenditures 39,595,620 16,430,893 2,082,858 18,513,751 21,081,869 Net Resources Less Expenditures 16,177,052 (1,936,751)14,240,302 (14,240,302) Sewer/Drainage Utility Resources 114,567,670 100,660,596 3,046,311 103,706,907 10,860,763 Expenditures 114,567,670 78,013,413 3,670,345 81,683,759 32,883,911 Net Resources Less Expenditures 22,647,183 (624,034)22,023,149 (22,023,149) Golf Complex Resources 400,000 300,000 300,000 100,000 Expenditures 400,000 231,877 45,224 277,100 122,900 Net Resources Less Expenditures 68,123 (45,224) 22,900 (22,900) Facilities Resources 5,460,007 4,734,007 81,000 4,815,007 645,000 Expenditures 5,460,007 3,398,024 376,999 3,775,022 1,684,985 Net Resources Less Expenditures 1,335,984 (295,999)1,039,985 (1,039,985) Enterprise Funds Internal Service Funds 367 This page intentionally left blank