15JA0525Q00000096.pdf

Request for Quotation #15JA0525Q00000096

This is a combined synopsis/solicitation for Grand Jury Court Reporting Services (commercial items) for the U.S.

Attorney’s Office, Northern District of New York, prepared in accordance with the format in FAR subpart 12.6, as supplemented with additional information included in this notice. This announcement constitutes the only solicitation; quotes are being requested and a written solicitation will not be issued.

This acquisition is being conducted as a Small Business Set-Aside. All offerors are required to verify their small business status under NAICS code 561492 in their quote. Any quotes from offerors that do not meet the socioeconomic requirement and small business size standard will not be considered for award.

Specific instructions to offerors and minimum quote submission criteria are located in Section 7, Addendum to 52.212-1- Instructions, Conditions and Notices to Offerors (Sept 2023)

Questions in regard to this solicitation are due July 24, 2025 at 1:00 PM Eastern to the Contracting Officer via email at brandon.wish@usdoj.gov. Questions submitted after this deadline may not be responded to.

Quotes are due August 7, 2025 at 1:00 PM Eastern to the Contracting Officer via email at brandon.wish@usdoj.gov.

For further information regarding this solicitation, contact:

Brandon Wish Contracting Officer Executive Office for United States Attorneys brandon.wish@usdoj.gov 803-297-2111

Section 1 - Supplies or Services and Prices/Costs

1.1 General

a) The Contractor shall provide Grand Jury Court Reporting Services for the United States Attorney’s Office (USAO), Northern District of New York.

b) The period of performance for this contract will include a base year and four (4) one-year options as follows:

Base Year: 09/30/2025 – 09/29/2026 Option Year I: 09/30/2026 – 09/29/2027 Option Year II: 09/30/2027 – 09/29/2028 Option Year III: 09/30/2028 – 09/29/2029 Option Year IV: 09/30/2029 – 09/29/2030

Contract may be extended an additional six months pursuant to FAR 52.217-8, Option to Extend Services. In the event the contract is extended pursuant to FAR clause 52.217-8, Option to Extend Services, the prices for the most recent period shall apply.

c) The contract will be an Indefinite Delivery Indefinite Quantity (IDIQ) contract. Contract type will be Time-and-Materials (T&M).

d) No Government Furnished Property shall be provided.

e) Department of Labor wage rates are applicable. Specifically, Wage Determination #2015-4143 is applicable.

See Attachment 3 – Wage Determination.

f) The Government requires the following for this effort:

• Minimum of two (2) court reporters

g) All Contractor personnel who will have access to Grand Jury material will need to be cleared.

1.2 Minimum Guarantee, Order Limits, & Ceiling

a) The USAO will order a minimum guaranteed amount of $1,000.00 during the life of this contract. The minimum amount is not re-established with each option year.

b) The minimum order limit is $100.00 and the maximum order limit is TBD.

c) The contract ceiling is TBD.

d) Each order ceiling is established in the individual task order and in accordance with FAR 52.212-4 Alt I (i), the Contractor shall provide requisite notification in the event expenditures are expected to exceed 85% of current funding ceiling.

1.3 Pricing

a) All unit prices are fixed and includes, but are not limited to, labor (including supervision), material, equipment, facilities, fringe benefits, overhead, G&A, and profit necessary to provide the Grand Jury Court Reporting services required. Travel is priced separately and referenced in Section 2.

b) For planning purposes only, the following general information is provided:

15JA0525Q00000096

i. Under normal circumstances, Grand Jury occurs on every Thursday and every other Tuesday of each month. Each session generally lasts about 4 hours. When the new Grand Jury is empaneled in September, the District is considering changing the day from every other Tuesday to every other Wednesday.

ii. Historically, the average number of Grand Jury sessions has been 44 per year

Section 2 - Statement of Work

2.1 Overview

a) The Contractor shall provide all labor (including supervision), material, equipment, facilities, and whatever else may be needed to record and transcribe Grand Jury testimony, on an "as needed" basis for the USAO specified in Section 1 in accordance with the terms, conditions, and Statement of Work set forth herein.

b) The location(s) where services may be requested and take place are listed below:

• James Foley Federal Building, 445 Broadway, Albany, NY 12207

2.2 Grand Jury Transcripts

a) Scheduling of Grand Jury: The USAO will notify the Contractor of the requirements for attendance at a

Grand Jury no later than one business day before the scheduled session. Each request will set forth the date, place and time of the session. The Contractor shall reply stating they have received the work order by returning the signed work order form or other form of written acceptable as may be agreed upon by the USAO and Contractor and communicate the name of the reporter who will be in attendance. The same individual reporter shall be available for the whole duration of the day as opposed to splitting daily services between two or more (e.g. one reporter for morning and another for afternoon) to provide continuity and consistency of services. Any change will be communicated by the Contractor to the USAO prior to the session. In the event a Grand Jury session is continued for more than one day, the Contractor will make reasonable efforts to assign the same court reporter for each continued segment of that given Grand Jury session. Should the Contractor not be able to provide the same court reporter, it will notify the USAO authorized Point of Contact before the Grand Jury session that another court reporter will be providing the court reporting services.

b) Original Transcripts. Unless otherwise stated, Grand Jury testimony shall be typed in an original and delivered within the turnaround times as set forth below. All Grand Jury transcripts shall contain (at a minimum) a title page stating the witness's name, Grand Jury date, time of the commencement of the proceeding for that particular witness, name, title and address of the attorney appearing for the Government. The title page should also include the Grand Jury number of the case, i.e., 07 GJ 999, and the name of the Federal Grand Jury that the witness is appearing before. Transcripts may be ordered by the USAO within the following timeframes. Billing rates for these turnaround times are set forth in the Pricing Schedule of this contract.

i. 10 Business Day Transcripts: Transcripts will be completed and delivered on or before the 10th business day after the Contractor receives a request from the USAO. Transcripts shall be delivered to the USAO of each witness’s testimony, only when requested by the USAO. Colloquy will not be transcribed unless requested by the USAO, in which case the transcript shall be completed and delivered on or before the 10th business day after the Contractor receives a request from USAO.

ii. 5 Business Day Transcripts: Transcripts shall be completed and delivered on or before the 5th business day after the Contractor receives a request from the USAO. This request will sometimes be made the same day as the proceedings.

iii. 3 Business Day Transcripts: Transcripts shall be completed and delivered on or before the 3rd business day after the Contractor receives a request from the USAO. This request will sometimes be made the same day as the proceedings.

iv. Next Business Day Transcripts: Transcripts shall be delivered before 9:30am of the following business day after conclusion of each day's proceedings. This may require performance after normal business hours.

The Contractor may not be notified in advance of the testimony of this requirement.

v. Same Business Day Transcripts: Transcripts shall be delivered by 9:00pm on the same day as the proceedings. The Contractor may not be notified in advance of the testimony of this requirement.

vi. Attendance Fee. The Contractor is entitled to an Attendance Fee as set forth in the Pricing Schedule of this contract. The fee is payable for each hour the Contractor's reporter appears at a scheduled proceeding. The minimum charge for any single day is three (3) hours total for the Contractor, not for each individual reporter. Attendance fees will be paid for each hour the Contractor's reporter appears for a scheduled proceeding. Proceedings are presently scheduled for 10:00am to 5:00pm with an optional one (1) hour lunch break in between. The Contractor is not paid during this lunch break. These hours are subject to change. The Contractor will generally be asked to report at 9:45am and be dismissed when session concludes. A shorter day may be scheduled. The Government guarantees payment of a minimum of three

(3) hours. In the event that there are time periods during the day during which no testimony is taken, and the reporter is required to remain available for testimony later in the day, the Contractor will be paid the hourly attendance fee during those time periods. In the event that a reporter's presence is required for a whole day and no testimony is recorded, the Contractor will be paid one (1) cancellation fee or the number of hours the reporter was available, whichever is higher.

vii. Cancellation Fee. The Contractor may wish to charge a cancellation fee. The Government will notify the contractor by telephone of any cancellations no later than 5:00pm the day before the scheduled proceedings. If the USAO does not notify the contractor within the designated time, the contractor may request a cancellation fee.

viii. Other Requirements. As follows:

• A transcript of all witness testimony shall be produced only when the USAO makes a specific request that a transcript be produced. Some witness testimony may never be transcribed. Colloquy will not be transcribed unless the USAO requests it.

• Each witness' testimony shall be in a separate transcript.

• If the USAO does not request that a transcript be produced, charging for estimated pages shall NOT be allowed. Only the Attendance fee will be paid.

• Grand Jury transcripts shall not be sold nor provided to anyone other than the Government under any circumstances.

ix. Delivery. See Section "EOUSA AI-10-1E Federal Grand Jury Court Reporter Security Requirements (December 2015)." The Government will request that deliverables be sent via USAfx.

c) Grand Jury Travel and Per Diem Reimbursement Restrictions:

The Contractor(s), when Grand Jury sessions are located at, or within a 50-mile radius of, the location identified in Section 2.1(b), shall not be entitled to travel reimbursements. Travel required to an alternate location outside of the 50-mile radius is allowable and shall be pre-approved in writing by the Contracting Officer’s Representative or Contracting Officer prior to traveling. Travel expenses shall be reimbursed in accordance with the Federal Travel Regulations (FTR). The FTR can be found at this address:

https://www.ecfr.gov/current/title-41/subtitle-F.

Travel reimbursement restrictions: Travel exceptions may be considered on a case-by-case basis at the sole discretion of the Contracting Officer’s Representative (COR), or the Contracting Officer and these exceptions will be reimbursed in accordance with the Federal Travel Regulations (FTR). Travel expenses shall be reimbursed in accordance with the FTR, which can be found at this address: https://www.ecfr.gov/current/title- 41/subtitle-F. All exceptions made for travel reimbursement must be pre-approved, in writing, by the Contracting Officer or Contracting Officer’s Representative (COR) or the Contractor risks non-reimbursement of travel expenses. The Contractor shall submit an itemized list of all estimated expenses to be claimed for each trip for pre-approval for any exceptions made.

d) Certification. Each reporter shall attach his/her official certification to the original transcript so recorded as follows:

https://www.ecfr.gov/current/title-41/subtitle-F

CERTIFICATE

(I, We) hereby certify that the foregoing is a true and accurate transcript, to the best of (my, our) skill and ability, from my stenographic notes of this proceeding.

Date Court Reporter

There shall be no charge for either this certification page or any index page if used.

2.3 Recording Requisites

a) Recording hereunder shall be taken by reporters qualified in the operation of Steno-type equipment, Real Time recording, Computer Aided Transcription (CAT), Shorthand and/or monitored Multi-Microphone recording systems, and when permitted by the Presiding Official, by Steno mask. At the request of the USAO, recording shall also be taken by videotape. Regardless of the type of equipment used, it is mandatory that there be an accurate read back capability and that a back-up system be utilized. It is also mandatory that tape recording devices shall have a separate monitor head which shall allow the reporter to monitor the recorded tape.

i. Monitored Multi-microphone Recording Systems. The mandatory requirements follow:

• The Contractor's personnel shall operate and monitor the recording equipment at all times.

• The operating personnel shall provide to the USAO, prior to the commencement of each proceeding, a certification that the equipment is turned on and operating.

• The recording equipment utilized shall provide for the instant playback of testimony.

• The equipment shall be capable of recording as many as twenty-three grand jurors together in one room with the prosecutor and the witness.

• The system utilized shall have a back-up system to allow continuous recording of speakers. The Grand

Jury hearings shall not be stopped for any reason such as the changing of a tape.

• The media shall be of such quality that there shall be no instances of inaudibility because of accents or words used by the speakers.

• The system shall be portable to allow for transportation of media to another location when an immediate decision is required by a Federal District Court Judge.

• The recording monitor shall be able to identify speakers.

• A back-up system shall be available so as not to delay the proceedings.

• The equipment utilized shall not pose any safety hazards due to exposed wires, cords, or for any other reason.

ii. Steno Mask Recording. The mandatory requirements in the event steno mask recording is permitted are as follows:

• The respective systems shall be of such quality as to ensure against error, misinterpretation, or loss of voice.

• The equipment shall contain simultaneous playback, listening, and pre-amplification.

iii. Real Time Recording. The steno machine is attached to the computer. As the steno types the strikes/words are translated into English onto the screen.

iv. Computer Aided Transcription (CAT). With this type of system, the steno strikes a key which is written onto a disk. The disk is inserted into an attachment to the computer and the information is brought up on the computer screen. Also, a back-up voice tape is made so that a re-verification can be made of the transcript.

b) The Contractor, or the duly authorized employee, agent, or representative of the Contractor, shall present himself/herself to the person in charge of the proceedings and he/she shall at all times be governed by the instructions of the Presiding Official in matters affecting the composition of the record, adjournment to other times or places, and matters of like character.

c) The Contractor shall give the Government its copy prior to the witness being presented their testimony. The

Government may choose to present to the witness. In the event further information is desired, the above referenced volume is a part of the United States Code, Title 28 and may be found at any public library.

d) Everything spoken pertaining to the subject matter shall be reported, unless the Presiding Official otherwise directs. No part of any proceedings, of which notes have been taken as required, shall be omitted from the record, unless the Presiding Official so directs.

e) All notes, records, documentary exhibits, and any other material which is a part of, or relates to, any action recorded by the Contractor shall be the property of the United States and shall be delivered to the ordering office, together with furnished transcript, if requested.

f) Right to Remove Individual Reporter - It shall be an absolute right of the USAO to inform the Contractor through the Contracting Officer of the unacceptability of specific court reporters for Grand Jury work. The failure of the Contractor to provide a court reporter other than one designated unacceptable by the USAO shall provide a basis for the USAO's decision to obtain court reporting services from another source.

2.4 Transcript Format

a) All transcripts shall be provided to the USAO utilizing USAfx and be searchable PDF formatted.

b) A separate transcript shall be provided for each witness. The title page shall show the name of the witness, Grand Jury date, time of the commencement of the proceeding for that particular witness, docket number, the date of proceedings, the name, title and address of the attorney appearing for the Government, caption of matter, etc. and shall be followed by a page of distinctive color indexing the exhibits where applicable.

c) The paging of the transcripts shall be in a single series by consecutive numbers regardless of the number of days consumed in the hearings, proceeding, etc., and the paging of the transcript in a hearing shall follow consecutively the paging of the last previous hearing in the same case.

d) Each copy of the transcript furnished to the USAO shall be bound with covers of good quality, white or colored

140 pound index paper, #1 sulphite paper, heavy weight transparent plastic, or similar material approved by the ordering office. Transcripts shall be punched with three holes at the left side; the upper and lower holes to be two inches from top and bottom of the page, third hole in the center of the resulting interval, and shall be secured with a suitable fastener of permanent nature.

e) All transcripts shall be typed with black ribbon or reproduced by regular office type duplicating machines on white linen unglazed paper of good quality, #30 white bond paper or similar stock, to be approved by the ordering office. Transcripts shall be typed on paper 8 ½ inches x 11 inches in size, with a ruled margin of 1 3/4 inches at the left side and 3/8 inch at the right side. Typing shall be 10 spaces to the inch, double spaced, and shall not be less than 25 lines to the page exclusive of the line containing the witness name, date of testimony, and page number. The lines of testimony are to be numbered on each page beginning with #1. These numbers will appear just to the left of the left ruled margin. Whenever testimony is continuous, requiring more than one line, the typing shall begin one blank space after the left hand ruled margin and shall continue to the right hand ruled margin, with no blank spaces. The distance between the left hand ruled margin and the right hand ruled margin will be 6 3/8 inches. Therefore, there will be no less than 60 characters per line available. No word should wrap to the next line that would properly fit within the 60 count. Pages necessarily containing less than 25 lines shall be charged and paid for at the full-page rate. No payment will be made for lines in excess of 25 lines to the page. The first line of Q and A's will be indented 5 spaces, then followed by a period and 3 blank spaces. The second line will return to one blank space after the left hand ruled margin. The first line of colloquy will be indented 10 spaces, followed by a period and 3 blank spaces. The second line will return to one blank space after the left hand ruled margin. No extraneous words should be used on the title page or at the beginning of a witness' testimony. No statement that can properly fit on a line should be extended to an additional line. There should be no unnecessary blank lines unless absolutely necessary for readability. The USAO will be the sole judge of this format.

Reduced page transcripts (Condensed Transcripts) shall include four transcript pages in reduced format on a single 8 ½ x 11 inch page.

f) Exhibits admitted in evidence, identified in Grand Jury proceedings, when requested by the Government attorney shall be stamped, marked, numbered by the Contractor, and arranged in numerical order, as directed by the individual Assistant U.S. Attorney (AUSA) and shall be annexed to the transcript. The marking shall indicate clearly whether the exhibit is offered by the complainant, protestant, intervener, defendant, respondent, applicant, the ordering office, or other party of record. The numbering of exhibits shall be in a single series of consecutive numbers, regardless of the number of days consumed in the hearing, unless otherwise directed by the Presiding Official. The number of exhibits introduced at a hearing or in a reopened case shall follow consecutively the number on the last previous exhibit introduced by such party. Exhibits shall not be copied into the record nor shall photo static copies of exhibits for inclusion in the record be made by the reporter unless the Presiding Official so directs.

2.5 Availability/Sale of Transcripts

a) Recording of proceedings shall be transcribed by the Contractor only when directed by the USAO. In the handling of transcripts, the Contractor shall observe and comply with security requirements stipulated herein. Transcripts will not be made available to the public by the Contractor.

b) Pursuant to Public Law 92-463, the Government reserves the right to make Grand Jury transcripts available to the public at the actual cost of duplication.

2.6 Reports

The Contractor shall submit immediately, in writing, to the Contracting Officer and the USAO the following reports:

• Unauthorized Entry. A report on any information coming to his attention concerning unauthorized entry (actual, attempted, or threatened) at his facilities where work for the USAO is performed.

• Loss, Compromise or Suspected Compromise. A report on any loss, compromise or suspected compromise of transcripts, notes or other related material.

• Any change of ownership, including stock transfers that affect the control of the corporation.

• Change of operating or address of the facility.

• A report of any change during the performance of the contract in location of closed or restricted areas as established, including the creation of any new areas requiring approval of the United States Attorney

(USA).

• A report of any change in the storage capability which would affect the information which the Contractor is required to safeguard.

The Contractor shall also maintain and keep available for review by the USAO a master index of the Grand Jury sessions, including the date, name of Grand Jury, name of case, name of AUSA(s), case number, name of witnesses and pages from those witnesses, and the name of the court reporter.

2.7 Orders

a) The Contracting Officer will provide funding at the Task Order level on Optional Form 347, which will state the amount of funding available for each ordering period. Services to be furnished will subsequently be ordered by the issuance of work orders (see Attachment 1) signed by the Contracting Officer’s Representative (COR) or Authorized Individual(s) of the USAO (see Attachment 1).

b) All work orders issued hereunder are subject to the terms and conditions of this contract which shall take precedence in the event of conflict with any work order.

c) All work orders placed under this contract must contain the following information:

i. Date of Order

ii. Order Number

iii. Description of Service

iv. Place of Performance

v. Primary Point of Contact of the work order

A sample Court Reporting Ordering Form is located in Attachment 1.

d) In accordance with FAR 52.212-4 Alt I (i), the Contractor shall provide requisite notification in the event expenditures are expected to exceed 85% of current funding ceiling.

2.8 Key Personnel

a) The key personnel whom the Contractor shall furnish for the performance of this contract are as follows:

Name: TBD Title: Court Reporter Name: TBD Title: Court Reporter

b) The personnel specified above is/are considered to be essential to the work being performed hereunder. Prior to replacing any of the specified individuals, the Contractor shall immediately notify both the Contracting Officer and COR reasonably in advance and shall submit written justification (including proposed substitutions) in sufficient detail to permit evaluation of the impact on the program. No replacement of personnel shall be made by the Contractor without the written consent of the Contracting Officer.

2.10 Notice to Proceed

Within ten (10) calendar days after the contract award, the USAO will furnish the Contractor with personnel security application forms. The Contractor shall complete and return to the COR all personnel security application forms within seven (7) calendar days after receipt. After a sufficient number of Contractor Personnel are cleared by the Government, a notice to proceed will be issued by the Contracting Officer or the Contracting Officer’s Representative specifying a performance start date.

Section 3 - Packaging and Marking

All information and submittals, including receipts, forms, reports, and other materials provided to the CO or the COR shall be clearly marked with the IDIQ contract number and applicable task order number:

EOUSA IDIQ CONTRACT NUMBER: TBD

Section 4 - Inspection and Acceptance

Final inspection and acceptance of work performed, reports, and other deliverables shall be performed by the COR.

Section 5 - Deliveries or Performance

5.1 Period of Performance:

See Section 1.

5.2 Place of Performance:

See Section 2.

5.3 Performance Standards

Evaluation of the Contractor's overall performance in accordance with the performance standards set forth in this Statement of Work shall be conducted jointly by the COR and the Contracting Officer and shall form the basis of the Contractor's permanent performance record with regard to this contract.

Section 6 - Contract Administration Data

6.1 Contracting Officer

The Contracting Officer for this contract is: Brandon Wish, Executive Office for U.S. Attorneys

Written communications shall make reference to the contract number and shall be emailed to brandon.wish@usdoj.gov or mailed to the above address.

6.2 Payment/Invoice Requirements

Payment for actual work and services rendered under this contract will be made in accordance with the Prompt Payment Act. Invoices are preferred to be submitted upon delivery of transcripts and monthly, at the end of each month, for appearance fees.Invoices shall be submitted monthly at a minimum. All invoices should reference the appropriate call number assigned at the time of ordering, the IDIQ number, the applicable annual Task Order number, and applicable CLINS. To constitute a proper invoice, the invoice must be submitted in accordance with FAR 52.212-4(g). In addition, the following information must appear on the invoice:

• Date service was performed

• Location service was performed

• Attorney’s Name

• Grand Jury Number (for Grand Jury only)

• Name of witness

• Number of pages

• Cost per page

• Call Number

Invoices shall be submitted to: USANYN-INVOICES@USA.DOJ.GOV. All follow-up invoices shall be marked “Duplicate of Original.”

6.3 Accounting and Appropriation Data

Accounting and Appropriation Data is assigned with each task order.

Section 7 – Clause & Provision Addendums

Addendum to 52.212-1 - Instructions, Conditions and Notices to Offerors (Sept 2023)

The Government plans to award a contract to the Offeror whose quote represents the best value solution. The CO may reasonably determine that the superior solution/approach merits a higher price, and therefore represents the best value to the Government. The CO, using sound business judgment will base the selection decision on the integrated assessment of the Statement of Work and the Offeror’s capability as measured against the below evaluation factors.

Quotation shall be prepared in accordance with and comply with the instructions contained within this RFQ. The technical submission will be evaluated separately from the price submission. The quote will be evaluated in accordance with the evaluation factors listed herein.

This acquisition is being conducted as a small business set aside. All offerors are required to verify their small business status under NAICS code 561492 in their quote. Any quotes from offerors that do not meet the socioeconomic requirement and small business size standard will not be considered for award.

Cover Page

Quote(s) shall be submitted with a cover page to include the following information:

• Company Name and Address

• Phone Number

• Point of Contact Name and E-Mail Address

• SAM UEI Code

• Small Business Qualification

• Contractor personnel location

• GSA Contract Number (if applicable)

In addition to the Cover Page, quotes(s) shall consist of three (3) separate volumes and contain the following information. The following factors shall be used to evaluate offerors, and the evaluation criteria for award are listed in order of importance as follows:

Volume I: Technical

Proposed Key Personnel (Section 2.8) - Offerors shall provide resumes of prospective key personnel. The proposed key personnel are:

• Minimum of two (2) court reporters

The key personnel will perform the tasks identified in the Statement of Work. The resume(s) shall demonstrate the key personnel’s qualifications to provide the requested services and demonstrate experience in projects of similar size, scope, complexity and results. The resumes shall list the Key Personnel’s education, experience, security clearance level, and training, if any.

Proposed key personnel shall be available up to, and at the time of award. If, at any time after a quote is submitted, a proposed key personnel candidate is no longer available, the offeror shall notify the Government immediately.

Quotes may be found technically unacceptable if the key personnel candidate is no longer available prior to the time of award.

Volume II: Past Performance

The Offeror will be evaluated based on their past performance experience. The Offeror shall submit up to three (3) past performance references of similar work and scope completed within three (3) years of this solicitation closing.

Evaluation will be based on the relevancy of recent efforts accomplished by the Offeror.

Other information that may be obtained, including how well the offeror cooperated with the client, the quality and timeliness of work delivered, and if costs were properly controlled (if applicable) will also be evaluated. Past performance information will also be accessed by the Government from available online databases, including sources such as the Contractor Performance Assessment Rating System (CPARS) and Systems for Award Management. EOUSA will evaluate the breadth and depth of the Offeror’s past performance and the degree to which the Offeror’s past performance was positive, taking into consideration technical effectiveness, timeliness of performance, and management effectiveness.

Volume III: Price

Offerors shall submit a complete price proposal as reflected in Attachment 2 - Pricing Schedule, to be evaluated. Do not include asterisks with exceptions or comments on these pages. Only state the unit price and total CLIN amount for each CLIN item except travel CLINs. Any additions to the pricing page other than the CLIN price in the space provided will not be considered. Quotes providing partial pricing may be considered non-responsive and subsequently, ineligible for award. If a CLIN is no charge, state N/C (instead of stating zero) in Unit Price Column.

N/A’s are not acceptable. All CLINs with an estimated quantity must have a unit price or state N/C.

All pricing and costs associated to provide the requisite services stated in this SOW herein shall be included within the pricing proposal. No additional line items nor additional charges will be added or considered post-award.

The Government may require additional pricing information to assist in determining the extent to which the price is fair and reasonable, and the pricing information shall be provided if requested. The Government will evaluate quotes for award purposes by adding the total price for all options to the total price for the basic requirement. Evaluation of options will not obligate the Government to exercise the option(s).

(End of addendum)

Addendum to 52.212-2 - Evaluation-Commercial Items (Nov 2021)

1 (Technical) 2 (Past Performance) 3 (Price)

Technical and past performance, when combined, are significantly more important than price.

(End of addendum)

2852.212-4 Contract Terms and Conditions, Commercial Items (FAR Deviation) (NOV 2020)

When a commercial item is contemplated (using FAR part 12 procedures or otherwise) and the contract will include FAR 52.212-4, the following replaces subparagraph (g)(2); paragraph (h); subparagraph (i)(2); paragraph (s); and paragraph (u), Unauthorized Obligations, of the basic FAR clause, and adds paragraph (w), as follows:

(g)(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 act regulations at 5 CFR part 1315, as modified by subparagraph (i)(2), Prompt payment, of this clause.

(h) Patent indemnity. Contractor shall indemnify and hold harmless the Government and its respective affiliates, officers, directors, employees, agents, successors and assigns (collectively, “Indemnities”) from and against any and all liability and losses incurred by the Indemnities that are (i) included in any settlement and/or (ii) awarded by a court of competent jurisdiction arising from or in connection with any third party claim of infringement made against Indemnities asserting that any product or service supplied under this contract constitutes infringement of any patent, copyright, trademark, service mark, trade name or other proprietary or intellectual right. This indemnity shall not apply unless Contractor shall have been informed within a reasonable time by the Government of the claim or action alleging such infringement and shall have been given such opportunity as is afforded by applicable laws, rules, or regulations to participate in its defense. This indemnity also shall not apply to any claim unreasonably settled by the Government which obligates Contractor to make any admission or pay any amount without written consent signed by an authorized officer of Contractor, unless required by final decree of a court of competent jurisdiction.

(i)(2) Prompt payment. The Government will make payment in accordance with the Prompt Payment Act (31 U.S.C.

3903) and prompt payment regulations (5 CFR part 1315), with the following modification regarding the due date: For the sole purpose of computing an interest penalty due the Contractor, the Government agrees to inspect and determine the acceptability of any supply delivered or service performed specified in the invoice within thirty (30) days of receipt of a proper invoice from the Contractor, after which time, if no affirmative action has been taken by the Government to accept such supply or service, the supply or service will be deemed accepted and payment due thirty (30) days from the date of deemed acceptance. If the Government makes the determination that the item delivered or service performed is deficient or otherwise unacceptable, or the invoice is otherwise determined not to be a proper invoice, the terms and conditions of this paragraph regarding prompt payment will apply to the date the Contractor corrects the deficiency in the item delivered or service performed or submits a proper invoice. If actual acceptance occurs within the constructive acceptance period, the Government will base the determination of an interest penalty on the actual date of acceptance. The constructive acceptance requirement does not, however, compel Government officials to accept supplies or services, perform contract administration functions, or make payment prior to fulfilling their responsibilities.

(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, Payments, Invoice, Other Compliances, and Compliance with Laws Unique to Government Contracts provisions of the basic FAR clause at 52.212-4, and the Unauthorized Obligations and Contractor's Commercial Supplier Agreements—Unenforceable Clauses provisions of JAR 2852.212-4.

(3) FAR 52.212-5.

(4) Other paragraphs of the basic FAR clause at 52.212-4, with the exception of paragraph (o), Warranty, and those paragraphs identified in this deviation of 52.212-4.

(5) Addenda to this solicitation, contract, or order, including contractor's Commercial supplier agreements incorporated into the contract.

(6) Solicitation provisions if this is a solicitation.

(7) Paragraph (o), Warranty, of the basic FAR clause at 52.212-4.

(8) The Standard Form 1449.

(9) Other documents, exhibits, and attachments.

(10) The specification.

(u) Unauthorized obligations.

(1) Except as stated in paragraph (u)(2) of this clause, when any supply or service acquired under this contract or order is subject to any Commercial supplier agreement that includes any language, provision, or clause requiring the Government

Section 8 - Clauses & Provisions 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 (see 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 similar 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 and have no effect.

(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.

(w) Commercial supplier agreements—unenforceable clauses. When any supply or service acquired under this contract or order is subject to a contractor's commercial supplier agreement, the following shall be deemed incorporated into such agreement and modifies and replaces any similar language, provision, or clause in such agreement. As used herein, “this agreement” means any contractor 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 commercial supplier and the U.S. Government for the acquisition of the supply or service that necessitates a license or other similar legal instrument (including all contracts, task orders, and delivery orders under FAR part 12).

(ii) End user. This agreement shall bind the Government as end user but shall not operate to bind the 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, provision, or clause purporting to subject the U.S. Government to the laws of any U.S. state, territory, district, or municipality, or the laws of a foreign nation, except where Federal law expressly provides for the application of such laws, is hereby deleted and shall have no effect.

(B) Any language, provision, or clause requiring dispute resolution in a specific forum or venue that is different from that prescribed by applicable Federal law is hereby deleted and shall have no effect.

(C) Any language, provision, or clause prescribing a different time period for bringing an action than that prescribed by applicable Federal law in relation to a dispute is hereby deleted and shall have no effect.

(iv) Continued performance. Notwithstanding any other provision in this agreement, if the Contractor believes the Government to be in breach of this contract, order, or agreement, it shall pursue its rights under the Contract Disputes Act or other applicable Federal statute while continuing performance as set forth in subparagraph (d), Disputes, of FAR 52.212-4.

(v) Arbitration; equitable or injunctive relief. In the event of a claim or dispute arising under or relating to the contract, order, or this agreement, (A) binding arbitration shall not be used unless otherwise 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 Government only when explicitly provided by statute.

(vi) Updating terms.

(A) After award, the contractor may unilaterally revise terms if they are not material. Material terms are defined as:

(1) Terms that change Government rights or obligations;

(2) Terms that increase Government prices;

(3) Terms that decrease the overall level of service; or

(4) Terms that limit any other Government right addressed elsewhere in this contract.

(B) For revisions that materially change the terms of the contract, the revised commercial supplier agreement must be incorporated into the contract using a bilateral modification.

(C) Any agreement terms or conditions unilaterally revised subsequent to award that are inconsistent with any material term or provisions of this contract shall not be enforceable against the Government, and the Government shall not be deemed to have consented to them.

(vii) Order of precedence. Any Order of Precedence clause in any commercial supplier agreement is not enforceable against the Government. The applicable Order of Precedence for this contract, order, or agreement is FAR 52.212-4(s), as revised by JAR 2812.302 and 2852.212-4(s).

(viii) No automatic renewals. If any license or service tied to period 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 consent by a properly warranted contracting officer, and any provision or term of any license or service purporting to provide for automatic renewal is unenforceable against the Government.

(ix) Indemnification by the Government or end-user. Any language, provision, or clause of this commercial supplier agreement requiring the Government or End-user to indemnify the commercial supplier or licensor is not enforceable against the Government.

(x) Indemnification by the commercial supplier or licensor. Any clause of this agreement requiring or permitting the commercial supplier or licensor to defend the Government as a condition of indemnifying the Government for any claim of infringement 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.

(xi) Audits. Any language, provision, or clause of this commercial supplier agreement permitting Contractor to audit the end user's compliance with this agreement is not enforceable against the Government. To the extent any language, provision or clause of this agreement permits Contractor to audit the Government's compliance under this contract, order, or agreement, such language, provision, or clause of this agreement is hereby stricken and replaced as follows:

“(A) If Contractor reasonably believes that the Government has violated the terms of this agreement with regard to the restrictions on authorized use and/or the number of authorized users, upon written request from Contractor, including an explanation of the basis for the request, DOJ will provide a redacted version of the Government's most recent Security Assessment and Authorization package (SAA) to Contractor on a confidential basis, so that Contractor may reasonably verify the Government's compliance with its obligations under this agreement. Contractor understands and agrees that the Government will remove or redact any information from the SAA that it reasonably believes may compromise (a) the security of the Government's information technology environment; (b) the confidentiality of any third-party proprietary or confidential information; (c) any confidential, sensitive law enforcement information; and (d) any other information that the Government believes may compromise a past, current, or prospective investigation, prosecution, or litigation.

Notwithstanding the preceding, and subject to the Government's policies and procedures for such review, including but not limited to complying with all Government security requirements prior to being granted access to the Government's facilities, including the execution of appropriate confidentiality and/or non-disclosure agreements, the Government will arrange, upon Contractor's written request, for Contractor to view an un-redacted version of the SAA on Government premises. Contractor understands that Contractor will be provided a copy of the un-redacted SAA on Government premises only and that no un-redacted copy of the SAA, or any medium containing information relating to it, will be permitted to be removed from Government premises.

(B) The Contractor also understands and agrees that the Contractor shall make a request under this paragraph no more than on an annual basis and only during the period of the contract, and that any activities performed by Contractor under this clause will be performed at Contractor's expense, without reimbursement by the Government.

(C) Discrepancies found with regard to the restrictions on authorized use and/or the number of authorized users may result in a charge by Contractor to the Government. Any resulting invoice must comply with the proper invoicing and payment requirements specified in the contract. This charge, if disputed by the Government, will be resolved through the Disputes clause at 52.212-4(d); no payment obligation shall arise on the part of the Government until the conclusion of the dispute process.”

(xii) Taxes or surcharges. Any taxes or surcharges which the Contractor seeks to pass along to the Government as end user will be governed by the terms of the underlying Government contract 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.

(xiii) 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 FAR 52.212-4 (b), Assignment.

(xiv) Confidential information.

(A) During the term of this contract or order, either party may identify information as “confidential information,” and there shall be no disclosure, dissemination, or publication of any such information except to the extent required for the performance of this contract or order and otherwise provided in this clause or by statute or regulation. Specifically, the parties agree that the party receiving confidential information may only disclose such information to its employees and contractors on a “need-to-know” basis to carry out the obligations of this contract or order, and that subcontractors performing under this Agreement are subject to the same stipulations provided in this provision. The parties also agree that this provision shall survive the termination of this contract or order, and any confidential information obtained or received which comes within these restrictions shall remain confidential, provided that the obligation to treat information as confidential shall not apply to information which is or becomes publicly available through no improper action of the receiving party; is or comes to be in the receiving party's possession independent of its relationship with the disclosing party; is developed by or becomes known to the receiving party without use of any confidential information of the disclosing party; or is obtained rightfully from a third party not bound by an obligation of confidentiality. Additionally, nothing in this contract or order shall restrict disclosure by the receiving party pursuant to any applicable law, including but not limited to the Freedom of Information Act, 5 U.S.C. 552, et seq., or an order of any court of competent jurisdiction, provided that in either such case the receiving party gives prompt notice to the disclosing party to allow the disclosing party to interpose an objection to such disclosure, take action to assure confidential handling of the confidential information, or take such other action as it deems appropriate to protect its confidential information.

(B) The Government considers and hereby identifies as confidential any and all information related to any inquiries and/ or searches performed by the Government or by contractor at the Government's direction under this contract or order, including the subject of any such inquiry or search and any and all search terms, regardless of whether provided in writing or orally to Contractor, and Contractor agrees that it may only disclose such information to its employees and contractors on a “need-to-know” basis to carry out the obligations of this contract or order and that it will not share, reveal, divulge, disclose, disseminate, or publicize any such information to any third party except as provided in this…