SOL-DOC 75ACF124R00004 rev 1 dated 20240805.pdf

SEE ADDENDUMIS CHECKED

CODE 18a. PAYMENT WILL BE MADE BY

CODE

FACILITYCODE

17b. CHECK IF REMITTANCE IS DIFFERENT AND PUT SUCH ADDRESS IN OFFER

OFFEROR

ACF

330 C ST., SW

MARY E. SWITZER BUILDING

Administration for Children and Families Admin for Children and Families

CODE 16. ADMINISTERED BYCODE

X

X

541110

SIZE STANDARD:

% FOR:SET ASIDE:UNRESTRICTED ORACF

RFPIFB

10. THIS ACQUISITION ISCODE

RFQ

14. METHOD OF SOLICITATION

13b. RATING

NAICS:

SMALL BUSINESS

06/24/2024

DRENA VINING

(No collect calls)

INFORMATION CALL:

FOR SOLICITATION 8. OFFER DUE DATE/LOCAL TIME

08/12/2024 1200 ET

b. TELEPHONE NUMBERa. NAME

4. ORDER NUMBER3. AWARD/ 6. SOLICITATION 5. SOLICITATION NUMBER

CONFORMED

75ACF124R00004-0003

SOLICITATION/CONTRACT/ORDER FOR COMMERCIAL ITEMS 1. REQUISITION NUMBER PAGE OF

1 91 OFFEROR TO COMPLETE BLOCKS 12, 17, 23, 24, & 30

Washington DC 20201

TELEPHONE NO.

17a. CONTRACTOR/

15. DELIVER TO

Washington DC 20201

330 C ST., SW

MARY E. SWITZER BUILDING

Administration for Children and Families

9. ISSUED BY

7.

2. CONTRACT NO.

EFFECTIVE DATE

$13.5

18b. SUBMIT INVOICES TO ADDRESS SHOWN IN BLOCK 18a UNLESS BLOCK BELOW

ISSUE DATE

DELIVERY FOR FOB DESTINA-

TION UNLESS BLOCK IS

MARKED

11.

SEE SCHEDULEX

12. DISCOUNT TERMS

THIS CONTRACT IS A

RATED ORDER UNDER

DPAS (15 CFR 700)

13a.

SERVICE-DISABLED

VETERAN-OWNED

SMALL BUSINESS

HUBZONE SMALL

BUSINESS

8(A)

Admin for Children and Families

WOMEN-OWNED SMALL BUSINESS

(WOSB) ELIGIBLE UNDER THE WOMEN-OWNED

SMALL BUSINESS PROGRAM

EDWOSB

24.

AMOUNT

23.

UNIT PRICE

22.

UNIT

21.

QUANTITY

20.

SCHEDULE OF SUPPLIES/SERVICES

19.

ITEM NO.

This Request for Proposal encompasses contractor support to provide immigration and related legal services for Unaccompanied Children (UC) post-release from the United States Department of Health and Human Services (HHS), Administration for Children and Families (ACF) Office of Refugee Resettlement (ORR) care and custody.

Period of Performance: 09/30/2024 to 09/29/2029

Base Ordering Period: 09/30/2024 - 09/29/2029 Continued ...

(Use Reverse and/or Attach Additional Sheets as Necessary)

HEREIN, IS ACCEPTED AS TO ITEMS:

X

XX

DATED . YOUR OFFER ON SOLICITATION (BLOCK 5),

INCLUDING ANY ADDITIONS OR CHANGES WHICH ARE SET FORTH

COPIES TO ISSUING OFFICE. CONTRACTOR AGREES TO FURNISH AND DELIVER

ARE

ARE

31c. DATE SIGNED

27b. CONTRACT/PURCHASE ORDER INCORPORATES BY REFERENCE FAR 52.212-4. FAR 52.212-5 IS ATTACHED. ADDENDA

31a. UNITED STATES OF AMERICA (SIGNATURE OF CONTRACTING OFFICER)

30c. DATE SIGNED 31b. NAME OF CONTRACTING OFFICER (Type or print)

BETHANY ROSSER

ALL ITEMS SET FORTH OR OTHERWISE IDENTIFIED ABOVE AND ON ANY ADDITIONAL

SHEETS SUBJECT TO THE TERMS AND CONDITIONS SPECIFIED.

27a. SOLICITATION INCORPORATES BY REFERENCE FAR 52.212-1, 52.212-4. FAR 52.212-3 AND 52.212-5 ARE ATTACHED. ADDENDA

26. TOTAL AWARD AMOUNT (For Govt. Use Only)

OFFER

STANDARD FORM 1449 (REV. 2/2012)

Prescribed by GSA - FAR (48 CFR) 53.212

ARE NOT ATTACHED.

ARE NOT ATTACHED.

AUTHORIZED FOR LOCAL REPRODUCTION

PREVIOUS EDITION IS NOT USABLE

30b. NAME AND TITLE OF SIGNER (Type or print)

30a. SIGNATURE OF OFFEROR/CONTRACTOR

28. CONTRACTOR IS REQUIRED TO SIGN THIS DOCUMENT AND RETURN

25. ACCOUNTING AND APPROPRIATION DATA

29. AWARD OF CONTRACT:

REF.

32e. MAILING ADDRESS OF AUTHORIZED GOVERNMENT REPRESENTATIVE

32c. DATE 32b. SIGNATURE OF AUTHORIZED GOVERNMENT REPRESENTATIVE

ACCEPTED, AND CONFORMS TO THE CONTRACT, EXCEPT AS NOTED:

32a. QUANTITY IN COLUMN 21 HAS BEEN

RECEIVED INSPECTED

40. PAID BY39. S/R VOUCHER NUMBER38. S/R ACCOUNT NUMBER

37. CHECK NUMBER

FINALPARTIAL

36. PAYMENT

FINALPARTIAL

35. AMOUNT VERIFIED

CORRECT FOR

34. VOUCHER NUMBER33. SHIP NUMBER

COMPLETE

32g. E-MAIL OF AUTHORIZED GOVERNMENT REPRESENTATIVE

42d. TOTAL CONTAINERS42c. DATE REC'D (YY/MM/DD)

42b. RECEIVED AT (Location)

42a. RECEIVED BY (Print)

41c. DATE41b. SIGNATURE AND TITLE OF CERTIFYING OFFICER

41a. I CERTIFY THIS ACCOUNT IS CORRECT AND PROPER FOR PAYMENT

STANDARD FORM 1449 (REV. 2/2012) BACK

24.

AMOUNT

23.

UNIT PRICE

22.

UNIT

21.

QUANTITY

20.

SCHEDULE OF SUPPLIES/SERVICES

19.

ITEM NO.

32f. TELEPHONE NUMBER OF AUTHORIZED GOVERNMENT REPRESENTATIVE

32d. PRINTED NAME AND TITLE OF AUTHORIZED GOVERNMENT REPRESENTATIVE

91 2 of

SECTION A - Solicitation/Contract Form

A - Solicitation/Contract Form

1. This Request for Proposal (RFP) serves to solicit offers for a Multiple-Award Indefinite Delivery Indefinite Quantity (MA-IDIQ) contract to provide commercial Post Release Legal Services (PRLS). This requirement encompasses contractor support to provide immigration and related legal services for Unaccompanied Children (UC) post-release from the United States Department of Health and Human Services (HHS), Administration for Children and Families (ACF), Office of Refugee Resettlement (ORR) care and custody. Section 462(g)(2) of the Homeland Security Act of 2002 defines an unaccompanied child as a child who: (1) has no lawful immigration status in the United States; (2) has not attained 18 years of age; and (3) with respect to whom (i) there is no parent or legal guardian in the United States, or (ii) no parent or legal guardian in the United States is available to provide care and physical custody.

2. ORR is establishing a MA-IDIQ that anticipates the placement of task orders covering any geographic region. The Government intends to award up to three (3) Indefinite Delivery, Indefinite Quantity (IDIQ) contracts but reserves the right to make fewer or more awards, or not make any award, if deemed to be in the best interest of the Government.

3. The anticipated ordering period for the MA-IDIQ contract(s) is: September 30, 2024 - September 29, 2029.

4. To be considered for award, all offerors must be continuously registered in the System Award Management (https://www.SAM.gov) from date of proposal through award.

5. This RFP should not be discussed with any Government employee except the Contracting Officer, Bethany Rosser, and the associated Contract Specialist, Drena Vining. Failure to adhere to this restriction may be grounds to declare your firm ineligible for consideration of any award resulting from this competitive solicitation.

6. Industry questions or comments shall be submitted to Bethany Rosser (Contracting Officer) and Drena Vining (Contract Specialist) at Bethany.Rosser@acf.hhs.gov and Drena.Vining@acf.hhs.gov. All questions and comments concerning this RFP must be submitted in writing. Verbal questions/comments will not be considered. The cutoff date for receipt of industry written questions and comments on the RFP is 12:00PM Eastern Time on July 1, 2024.

(End of Section A) http://www.sam.gov/ mailto:Bethany.Rosser@acf.hhs.gov mailto:Drena.Vining@acf.hhs.gov

SECTION B - Supplies or Services/Prices

B.1 BRIEF DESCRIPTION OF SERVICES

The Post Release Legal Services (PRLS) MA-IDIQ contract shall provide analytical and professional services to establish increased capacity for legal services for unaccompanied children released from ORR care and custody, who are not otherwise receiving immigration and related legal services. This contract shall also provide legal services for other populations eligible for legal services funded by the ORR, if requested by the government. The Homeland Security Act of 2002, Section 462(g)(2), defines an unaccompanied child as a child who: (1) has no lawful immigration status in the United States; (2) has not attained 18 years of age; and (3) with respect to whom (i) there is no parent or legal guardian in the United States, or (ii) no parent or legal guardian in the United States is available to provide care and physical custody. Contractor support is intended to expand the number of unaccompanied children who have access to legal representation and other legal services, as part of ORR's goal of ensuring all unaccompanied children have access to immigration legal services.

B.2 TYPE OF CONTRACT

Multiple Award, Indefinite Delivery Indefinite Quantity (MA-IDIQ)

B.3 TYPE OF ORDERS INDEFINITE DELIVERY INDEFINTE QUANTITY (IDIQ)

Task orders issued under this IDIQ contract shall be:

Firm Fixed Price (FFP); Hybrid FFP with Time and Materials (T&M), or T&M.

B.4 MINIMUM AND MAXIMUM QUANTITIES (IDIQ)

In accordance with FAR 16.504(a), an indefinite-quantity contract provides for an indefinite quantity, within stated limits, of supplies or services during a fixed period. The Government places orders for individual requirements. Quantity limits may be stated as number of units or as dollar values.

During the contract period, the Government shall place orders totaling $2,534.53 for each MA- IDIQ for direct legal support of UC post release of ORR care and custody. This reflects the contract minimum guarantee for the entire period of performance. The contract maximum for orders issued during entire period of performance is $821,315,064.00 across all MA-IDIQ awards.

B.4.1 ORR is establishing a MA-IDIQ that anticipates the placement of task orders covering any geographic region. The Government intends to award up to three (3) Indefinite Delivery, Indefinite Quantity (IDIQ) contracts but reserves the right to make fewer or more awards, or not make any award, if deemed to be in the best interest of the Government.

B.4.2 The specific supplies/services and quantities will be identified on each task order issued under the base contract.

B.5 CONTRACT LINE-ITEM PRICING (IDIQ)

The price for each task order will be based on the negotiated unit prices listed below and the contract type specified in each task order solicitation.

The Contractor will be compensated in accordance with the pricing section and applicable terms and conditions of each task order for satisfactory performance of the work.

The Contractor shall not exceed the hourly labor rates (inclusive of indirect costs such as fringe, overhead, general, and administrative expenses, any other indirect costs for labor, and profit) for each labor category listed in Attachment 4 PRLS MA-IDIQ Labor Rate Table.

B.6 AUTHORIZED OFFICE TO ISSUE TASK ORDERS

In accordance with FAR 16.505 and FAR 52.216-18, the HHS, ACF Government Contracting Services (GCS) is the only activity authorized to issue orders under this contract.

(End of Section B)

SECTION C - Description/Specifications

See Attachment 1 Post Release Legal and Related Services (PRLS) for Unaccompanied Children Multiple Award Indefinite Delivery Indefinite Quantity (MA-IDIQ) Performance Work Statement (PWS) rev 1 dated 20240805.

(End of Section C)

SECTION D - Packaging and Marking

D.1 PACKAGING AND MARKING

A11 deliverables sha11 be delivered to the Contracting Officer's Representative (COR) identified in the task order and sha11 be marked as follows:

1. Name and address of the Contractor.

2. Contract Number/Task Order Number.

3. Description of item contained therein; and

4. Consignee's name and address.

D.2 PAYMENT OF POSTAGE AND FEES

All postage and fees related to submitting information including forms, reports, etc. to the Contracting Officer or COR shall be paid by the Contractor.

(End of Section D)

SECTION E - Inspection and Acceptance

Pursuant to FAR clause 52.212-4 or 52.212-4 (Alternate I), all work described in Section C to be delivered under this contract is subject to final inspection and acceptance by an authorized representative of the Government. The authorized representative of the Government is the COR, who is responsible for inspection and acceptance of all services, materials, or supplies to be provided by the Contractor.

E.1 Inspection and Acceptance Criteria

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

E.1.1 General Acceptance Criteria

General quality measures, as set forth below, shall be applied to each work product received from the Contractor under this Performance Work Statement (PWS).

Accuracy. Work Products shall be accurate in presentation, technical content, and adherence to accepted elements of style.

Clarity. Work Products shall be clear and concise. Any/all diagrams shall be easy to understand and be relevant to the supporting narrative.

Consistency to Requirements. All work products must satisfy the requirements of the PWS.

File Editing. All text and diagrammatic files shall be editable by the Government.

Format. Work Products shall be submitted in electronic copy. The electronic copy must be in a format as indicated in the Deliverables Table.

(End of Section E)

SECTION F - Deliveries or Performance

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

F.l ANTICIPATED PERIOD OF PERFORMANCE

Ordering Period: September 30, 2024 - September 29, 2029

The period of performance for individual task orders, including any options, can extend beyond the expiration date of the IDIQ in accordance with FAR clause 52.216-22.

F.2 PLACE OF PERFORMANCE

PRLS are to be conducted in all 50 states and the District of Columbia. The work to be performed under this contract shall be performed at immigration courts, asylum offices, state courts, the Contractor's offices, and other locations, as necessary. The contractor may allow its employees to telecommute IAW the contractor's policies if the work and required level of performance can be completed successfully IAW the contract requirements. The Contractor shall coordinate employee telecommuting in advance with the COR.

F.3 DELIVERABLES AND DELIVERY SCHEDULE (IDIQ)

The contractor shall submit all required deliverables in accordance with the schedule established in each individual task order. Deliverables submitted under each individual task order shall reference and cite the contract number and the specific task order number.

(End of Section F)

SECTION G - Contract Administration Data

G.1 PROVISIONS APPLICABLE TO MATERIAL COSTS (IDIQ)

For Time and Material task orders, unless otherwise expressly provided elsewhere in the contract or in any modification thereto, the cost of the following items or activities shall be unallowable as material costs:

1. Acquisition by purchase or lease, of any interest in real property.

2. Special rearrangement or alteration of facilities.

3. Purchase or lease or rental of any item of general purpose, office furniture or office equipment (including data tapes);

4. Travel to foreign countries; and

5. Food and beverage costs unless part of per diem expenses paid in accordance with the Federal Travel Regulation.

Any equipment having a unit acquisition cost in excess of $5,000.00, of which the Contractor wishes to be reimbursed as a material cost, shall not be acquired by the Contractor without the specific advance written approval of the Contracting Officer.

G.2 AUTHORITIES OF GOVERNMENT PERSONNEL

Notwithstanding the Contractor's responsibility for total management during the performance of this contract, the administration of this contract will require maximum coordination between the Government and the Contractor. All communications pertaining to contractual and/or administrative matters under this contract shall be sent to the following individuals who will be the Government's points of contact during the performance of this contract:

Contracting Officer Name: Bethany Rosser Agency: ACF GCS Email: bethany.rosser@acf.hhs.gov

Contract Specialist Name: Drena Vining Agency: ACF GCS Email: drena.vining@acf.hhs.gov

Contracting Officer's Representative Name: TBD at task order level.

Address: TBD at task order level.

Phone: TBD at task order level.

Email: TBD at task order level.

Note: The Contracting Officer is the only individual authorized to modify the contract.

mailto:drena.vining@acf.hhs.gov

G.3 CONTRACTING OFFICER'S REPRESENTATIVE (COR) AUTHORITY

(a) Performance of work under this contract must be subject to the technical direction of the Contracting Officer's Representative identified above, or a representative designated in writing.

(b) Technical direction must be within the scope of the specification(s)/work statement.

The Contracting Officer's Representative does not have authority to issue technical direction that:

(1) Constitutes a change of assignment or additional work outside the specification(s)/statement of work.

(2) Constitutes a change as defined in the clause entitled "Changes".

(3) In any manner causes an increase or decrease in the contract price, or the time required for contract performance.

(4) Changes any of the terms, conditions, or specification(s)/work statement of the contract.

(5) Interferes with the contractor's right to perform under the terms and conditions of the contract; or

(6) Directs, supervises or otherwise controls the actions of the contractor's employees.

(c) Technical direction may be oral or in writing. The Contracting Officer's Representative (COR) shall confirm oral direction in writing within five workdays, with a copy to the Contracting Officer (CO).

(d) The contractor shall proceed promptly with performance resulting from the technical direction issued by the COR. If, in the opinion of the contractor, any direction of the COR, or his/her designee, falls within the limitations in (b), above, the contractor shall immediately notify the Contracting Officer no later than the beginning of the next Government workday.

(e) Failure of the contractor and the Contracting Officer to agree that technical direction is within the scope of the contract shall be subject to the terms of the clause entitled "Disputes."

G.4 INVOICES

Unless otherwise specified in an individual order the Contractor shall submit invoices as follows:

ELECTRONIC INVOICING AND PAYMENT REQUIREMENTS - INVOICE PROCESSING

PLATFORM (IPP) (MARCH 2022)

* All Invoice submissions for goods and or services delivered to facilitate payments must be made electronically through the U.S. Department of Treasury's Invoice Processing Platform System (IPP).

* Invoice Submission for Payment means any request for contract financing payment or invoice payment by the Contractor. To constitute a proper invoice, the payment request must comply with the requirements identified in the applicable Prompt Payment clause included in the contract. The IPP website address is: https://www.ipp.gov http://www.ipp.gov/

* The Agency will enroll the Contractors new to IPP. The Contractor must follow the IPP registration email instructions for enrollment to register the Collector Account for submitting invoice requests for payment. The Contractor Government Business Point of Contact (as listed in SAM) will receive Registration email from the Federal Reserve Bank of St. Louis (FRBSTL) within 3 - 5 business days of the contract award for new contracts or date of modification for existing contracts.

* Registration emails are sent via email from ipp.noreply@mail.eroc.twai.gov. Contractor assistance with enrollment can be obtained by contacting the IPP Production Helpdesk via email to IPPCustomerSupport@fiscal.treasury.gov or phone (866) 973-3131.

* The Contractor POC will receive two emails from IPP Customer Support, the first email contains the initial administrative IPP User ID. The second email, sent within 24 hours of receipt of the first email, contains a temporary password. You must log in with the temporary password within 30 days.

* If your company is already registered to use IPP, you will not be required to re-register.

* If the Contractor is unable to comply with the requirement to use IPP for submitting invoices for payment as authorized by HHSAR 332.7002, a written request must be submitted to the Contracting Officer to explain the circumstances that require the authorization of alternate payment procedures.

* All invoices certified must be supported with sufficient documentation to enable the audit of the transactions. Documentation must include but not limited to: Contractor’s proper invoice.

Adequate supporting cost documentation, including source documentation as appropriate (i.e., receipts, logs, time sheets, payroll records, etc.) Monthly Status Report.

Additional Government Contract Services requirements:

(i) The contractor shall submit separate invoices under each active task order once per month.

(ii) Invoices must break-out price/cost by contract line-item number (CLIN) as specified in the pricing section of the contract.

(iii) Invoices that include time and materials or labor hours CLINS must include supporting documentation to (1) substantiate the number of labor hours invoiced for each labor category, and (2) substantiate material costs incurred (when applicable).

(iv) Invoices submitted to IPP are limited to 10MB. Backup support should be sent to the contracting officer, contract specialist, and COR in the event it causes the file size to exceed the limit.

G.5 TRAVEL RELATED COSTS (IDIQ)

If travel is authorized in individual task orders, the Contractor will be reimbursed for all domestic travel as described below, incurred directly and specifically in the performance of this contract, claimed by the Contractor and accepted by the Contracting Officer. Contractor shall obtain advanced approval from COR prior to incurring costs for travel.

Domestic travel expenses incurred by the Contractor in direct performance of the contract shall mailto:ipp.noreply@mail.eroc.twai.gov mailto:IPPCustomerSupport@fiscal.treasury.gov be reimbursed provided such travel is necessary for the performance of this contract (as approved by the COR) and the cost does not exceed:

a. The lowest customary standard, coach, or equivalent airfare offered during normal business hours for air travel except when such accommodations: 1) require circuitous routing, 2) require travel during unreasonable hours, 3) excessively prolong travel, 4) result in increased costs that would offset transportation savings, 5) are not reasonably adequate for the physical or medical needs of the traveler, or 6) are not reasonably available to meet mission requirements. In order for costs in excess of customary standard or coach airfare to be considered allowable, the applicable exception must be documented and justified.

b. Costs of rail travel by most direct route, coach-class accommodations.

c. The prevailing mileage rate set forth in the Federal Travel Regulation (FTR) or reasonable actual expenses for travel by motor vehicle. Travel by motor vehicle, including rented automobile, shall be reimbursed on a reasonable actual expense basis, or at the Contractor's option, on a mileage basis at the prevailing FTR rate, plus any toll or ferry charges.

d. The prevailing rates set forth in the FTR for lodging, meals and incidental expenses.

G.6 ORDER TRACKING

If orders are placed under this contract, the contractor shall submit to the COR and Contracting Officer an Order Tracking Report 12 months from the date of IDIQ award and every 12 months thereafter. The report shall be cumulative and at a minimum, include the following details for each order placed:

* Order number

* Period of performance

* Total estimated dollar amount (inclusive of options)

(End of Section G)

SECTION H- Special Contract Requirements

H.1 KEY PERSONNEL

Key personnel will be specified at the task order level.

H.2 PROHIBITION AGAINST PERSONAL SERVICES

The Contractor shall not perform personal services under this contract. Contractor personnel are employees of the Contractor or its subcontractors and are under the administrative control and supervision of the Contractor. A Contractor supervisor must give all individual Contractor employee assignments and daily work direction. The Government will not supervise or direct Contractor employees in the performance of their assignments. If at any time the Contractor believes that any Government action or communication has been given that would create a personal service relationship between the Government and any Contractor employee, the contractor shall promptly notify the Contracting Officer of this communication or action. The Contractor shall not perform any inherently governmental functions under this contract. No Contractor employee shall represent or give the appearance that he/she is a Government employee, agent, or representative. No Contractor employee shall state orally or in writing at any time that he or she is acting on behalf of the Government. The Contractor is responsible for ensuring that all employees assigned to this contract understand and are committed to following these requirements.

H.3 CONTRACTOR PERFORMANCE EVALUATION(S)

Order Level Evaluations:

For individual orders exceeding the reporting threshold, performance shall be evaluated on an interim and final basis pursuant to FAR Subpart 42.15. Interim evaluations shall be initiated in conjunction with the exercise of options under orders, when applicable. For orders without options, interim evaluations shall occur on an annual basis upon completion of the first year. The Contractor Performance Assessment Reporting System (CPARS) shall be used for these reviews.

Information on CPARS is located at http://www.cpars.gov

Contractors may, at their discretion, submit a self-assessment to the COR and contracting officer to consider when documenting performance, at no additional cost. The self-assessment should be submitted to the COR and contracting officer at least 100 days prior to the expiration of the assessment period.

H.4 RESTRICTIONS ON CONTRACTOR ACCESS TO GOVERNMENT OR

THIRD- PARTY INFORMATION

The purpose of this clause is to set forth the restrictions that will govern Contractor employees' access to Government or third-party information in order to protect the information from unauthorized use or disclosure.

http://www.cpars.gov/

A. Under this contract, the Contractor will have access to proprietary information and other nonpublic information.

B. Restrictions on use and disclosure of information.

(1) With regard to any information to which the Contractor is given access in performance of this contract, whether the information comes from the Government or from third parties, the Contractor shall:

(i) Utilize the information only for the purposes of performing the services specified in this contract, and not for any other purposes.

(ii) Safeguard information from unauthorized use and disclosure.

(iii) Allow access to the information only to those employees who need it to perform services under this contract.

(iv) Preclude access and disclosure of information to persons and entities outside of the Contractor's organization that does not have authority to access the information.

(v) Inform employees, who may require access to information, about their obligations to utilize it only to perform the services specified in this contract and to safeguard that information from unauthorized use and disclosure; and

(vi) Ensure each employee complies with the restrictions set forth in (i), (ii), (iii), and (iv) above.

(2) Unless specifically permitted in writing by the Contracting Officer, the Contractor shall not use information acquired in performance of the contract, or generated by or for the Government to:

(i) Compete for work for the Government; or

(ii) Submit an unsolicited proposal to the Government.

(3) If the Contractor is exposed to information that is marked in a way that indicates the Contractor should not receive this information, the Contractor shall:

(i) Notify the Contracting Officer; and

(ii) Use the information only in accordance with the instructions of the Contracting Officer.

C. Breach of any of the conditions of this section of the contract may provide grounds for the Government to:

(i) Require the contractor to remove the contract employee or employees from the performance of the contract.

(ii) Require the contractor to tenninate the subcontractor.

(iii) Suspend contractor payments.

(iv) Terminate this contract for default or cause.

(v) Suspend or debar the Contractor for serious misconduct affecting present responsibility; and.

(vi) Pursue such other remedies as may be permitted by law, regulation, or this contract.

D. Unauthorized disclosure or other misuse of information protected by the Privacy Act of 1974 may result in a fine up to $5000 and /or other penalties. In addition, unauthorized disclosure or other misuse of information covered under the Federal Trade Secrets Act (18 USC 1905) may result in a fine, or imprisonment up to 1 year, or both.

E. The Contractor shall flow down this clause to subcontractors at all tiers.

H.5 PRE-AWARD ORGANIZATIONAL CONFLICT OF INTEREST

If the Government determines that an organizational conflict of interest (OCI) exists that cannot be satisfactorily avoided, neutralized, mitigated, or waived, the Contracting Officer may determine that the offeror is not eligible for award. The Government reserves the right to only consider mitigation plans proposed by the apparent successful offerors in accordance with FAR 9.504(e). The process ofrequesting and reviewing an OCI mitigation plan and any revisions to such a plan does not constitute discussions as described in FAR 15.306.

H.6 POST-AWARD ORGANIZATIONAL CONFLICT OF INTEREST

a. General: The Contractor shall have programs in place to identify, report, and mitigate actual and potential conflicts of interest for itself, its employees, subcontractors, and consultants. The existence of such programs and the disclosure of known actual or potential conflicts are material performance requirements of this contract.

b. Disclosure: The Contractor shall report all actual and potential conflicts of interest pertaining to this contract to the Contracting Officer, including those that would be caused by a contemplated modification to this contract/order or another contract. Such reports shall be in writing (including by email). Upon request, the Contractor shall respond to a Contracting Officer's request for an OCI mitigation plan.

c. Resolution: In the event the Contracting Officer determines that a conflict of interest exists, based on disclosure from the Contractor or from other sources, the Contracting Officer shall take action which may include, but is not limited to, requesting a mitigation plan from the Contractor, terminating part or all of the contract, modifying the contract or obtaining a waiver in accordance with applicable law, including FAR 9.503 as applicable.

H.7 DEPARTMENT OF LABOR WAGE DETERMINATIONS

The below Department of Labor Wage Determinations are hereby incorporated into the contract:

WD 2015-4187 rev 28 dated 04/10/2024 WD 2015-4281 rev 29 dated 04/11/2024 WD 2015-4423 rev 26 dated 04/16/2024 WD 2015-4471 rev 28 dated 04/16/2024 WD 2015-4673 rev 25 dated 04/18/2024 WD 2015-5233 rev 27 dated 04/23/2024 WD 2015-5277 rev 22 dated 04/19/2024 WD 2015-5469 rev 24 dated 05/09/2024 WD 2015-5535 rev 22 dated 05/02/2024 WD 2015-5593 rev 25 dated 05/23/2024

H.8 SPECIAL ORDERING PROCEDURES (IDIQ)

If applicable, special conditions such as Section 508 Compliance, Homeland Security Presidential Directive 12 (HSPD-12), etc. will be specified at the task order level. The RFTOP package will include special instructions that are particular to the requirement. Provisions specific to the work to be performed under an order will be included in the RFTOPs per applicable regulations and policies.

H.9 ORDERING PROCEDURES (IDIQ)

H.9.1 In accordance with FAR 16.505(b)(1)(ii), the competition requirements in Part 6 and the policies in Subpart 15.3 do not apply to the ordering procedures for this MA-IDIQ contract.

H.9.2 The Contractor will be provided with a description of the work to be performed via a Performance Work Statement, schedule of deliverables and other additional instructions as needed for each individual task order to be issued under this contract. These documents, collectively referred to as a RFTOP, will be issued by email. All Awardees shall confirm receipt of RFTOP via e-mail and advise if they intend to submit a task order proposal in response to the RFTOP. The Government reserves the right to conduct a price analysis in accordance with FAR 15.404-1(b) and negotiate for lower pricing for specific task orders. It may be necessary to add labor categories during performance of the IDIQ at the task order level to cover the scope of work. Rates for those labor categories will be evaluated at the task order level for reasonableness.

H.9.3 The RFTOP package will include special instructions that are particular to the requirement. Provisions specific to the work to be performed under an order will be included in the RFTOPs per applicable regulations and policies.

H.9.4 For task order award(s), the Government will conduct its evaluation and source selection in accordance with the requirements of FAR 16.505 and the terms and evaluation criteria in the RFTOP. Exchanges conducted under the RFTOP are not governed by the procedures of FAR Part 15. If exchanges occur with offerors under the RFTOP, such exchanges will be fair and equitable.

H.10 TASK ORDER INFORMATION (IDIQ)

a. Each task order will contain the following minimum information:

(1) Date of award.

(2) Contract number and task order number.

(3) Total dollar amount of the task order and the type of task order being awarded.

(4) Performance Work Statement, Schedule of Deliverables, and any special ordering instructions.

(5) Period of performance.

(6) The name and address of the Task Order COR.

b. The Contractor shall submit separate invoices for each task order.

H.11 TASK ORDER/DELIVERY ORDER OMBUDSMAN

In accordance with FAR 16.504, the following individual has been designated as the Government GCS Task Order and Delivery Order Ombudsman:

Mr. Patrick Joy GCS Ombudsman U.S. Department of Health and Human Services General Contracting Services 330 C St. SW Washington, DC 20201 Email: patrick.joy@acf.hhs.gov

H.12 CONTRACTOR PERSONNEL IDENTIFICATION

Contractor and subcontractor employees are required to identify themselves as contractor personnel in all contract related meetings with government personnel, or the general public, and in all contract related communications, to include oral and written correspondence.

At a minimum, emails and voicemails shall include the following details:

Name, Functional Job Title Contractor Company Name

On assignment with:

Administration for Children and Families, Office of Refugee Resettlement Other contact details as necessary

(End of Section H) mailto:patrick.joy@acf.hhs.gov

SECTION I - Contract Clauses

52.203-3 GRATUITIES. (APR 1984)

52.203-12 LIMITATION ON PAYMENTS TO INFLUENCE CERTAIN FEDERAL

TRANSACTIONS. (JUN 2020)

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

52.204-18 COMMERCIAL AND GOVERNMENT ENTITY CODE MAINTENANCE. (AUG

2020)

52.204-19 INCORPORATION BY REFERENCE OF REPRESENTATIONS AND

CERTIFICATIONS. (DEC 2014)

52.204-21 BASIC SAFEGUARDING OF COVERED CONTRACTOR INFORMATION

SYSTEMS. (NOV 2021)

52.212-4 CONTRACT TERMS AND CONDITIONS - COMMERCIAL PRODUCTS AND

COMMERCIAL SERVICES. (NOV 2023)

52.216-31 TIME-AND-MATERIALS/LABOR-HOUR PROPOSAL REQUIREMENTS-

COMMERCIAL ACQUISITION. (NOV 2021)

52.222-1 NOTICE TO THE GOVERNMENT OF LABOR DISPUTES. (FEB 1997)

52.222-26 EQUAL OPPORTUNITY. (SEP 2016)

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

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

52.225-14 INCONSISTENCY BETWEEN ENGLISH VERSION AND TRANSLATION OF

CONTRACT. (FEB 2000)

52.226-8 ENCOURAGING CONTRACTOR POLICIES TO BAN TEXT MESSAGING

WHILE DRIVING. (MAY 2024)

52.227-1 AUTHORIZATION AND CONSENT. (JUN 2020)

52.237-3 CONTINUITY OF SERVICES. (JAN 1991)

52.242-5 PAYMENTS TO SMALL BUSINESS SUBCONTRACTORS. (JAN 2017)

1.1 52.212-4 CONTRACT TERMS AND CONDITIONS - COMMERCIAL PRODUCTS

AND COMMERCIAL SERVICES. (NOV 2023) - ALTERNATE I (NOV 2021)

(a) Inspection/Acceptance. (1) The Government 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 Government may also inspect the plant or plants of the Contractor or any subcontractor engaged in contract performance. The Government will perform inspections and tests in a manner that will not unduly delay the work.

(2) If the Government 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 Government 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 Government 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. TBD at task order level.

(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 Government), the Government 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 Government may at any time require the Contractor to remedy by correction or replacement, without cost to the Government, 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 Government-furnished property shall be governed by the clause pertaining to Government property.

(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 to 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 Federal Acquisition Regulation (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:

To be determined at task order level.; 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 Government 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, 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.

(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) Invoices will be handled in accordance with the Prompt Payment Act (31 U.S.C. 3903) and Office of Management and Budget (0MB) prompt payment regulations at 5 CFR part 1315.

(h) Patent indemnity. The Contractor shall indemnify the Government 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.

(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 product at FAR 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-

(]) Quantities being acquired; and

(2) Any modifications necessary because of contract requirements.

(B) Except as provided for in paragraph (i)(l)(ii)(A) and (D)(2) of this clause, the Government 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-

(]) 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 Government and such payment is in accordance with the terms and conditions of the agreement or invoice.

(C) To the extent able, the Contractor shall-

(]) Obtain materials at the most advantageous prices available with due regard to securing prompt delivery of satisfactory materials; and

(2) Give credit to the Government 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 Government will reimburse the Contractor on the basis of actual cost for the following, provided such costs comply with the requirements in paragraph (i)(l)(ii)(B) of this clause: To be determined at the task order level.

(2) Indirect Costs (Material Handling, Subcontract Administration, etc.). The Government will reimburse the Contractor for indirect costs on a pro-rata basis over the period of contract performance at the following fixed price: $1,608,408.75.

(2) Total cost. It is estimated that the total cost to the Government 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 Government for performing this contract with supporting reasons and documentation.