Solicitation_9594CS19Q0077_-_9-6-19.pdf

SOLICITATION/CONTRACT/ORDER FOR COMMERCIAL ITEMS

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

1. REQUISITION NUMBER PAGE 1 OF

2. CONTRACT NO. 3. AWARD/EFFECTIVE

DATE

4. ORDER NUMBER 5. SOLICITATION NUMBER 6. SOLICITATION ISSUE

DATE

7. FOR SOLICITATION

INFORMATION CALL:

a. NAME b. TELEPHONE NUMBER (No collect calls)

8. OFFER DUE DATE/

LOCAL TIME

9. ISSUED BY

13b. RATING

14. METHOD OF SOLICITATION

CODE

15. DELIVER TO 16. ADMINISTERED BY CODE

18a. PAYMENT WILL BE MADE BY CODE17a. CONTRACTOR/

OFFEROR

CODE

FACILITY

CODE

CODE

TELEPHONE NO.

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

OFFER

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

BELOW IS CHECKED

RFQ IFB RFP

SEE ADDENDUM

19.

ITEM NO.

20.

SCHEDULE OF SUPPLIES/SERVICES

21.

QUANTITY

22.

UNIT

23.

UNIT PRICE

24.

AMOUNT

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

25. ACCOUNTING AND APPROPRIATION DATA 26. TOTAL AWARD AMOUNT (For Govt. Use Only)

28. CONTRACTOR IS REQUIRED TO SIGN THIS DOCUMENT AND RETURN

COPIES TO ISSUING OFFICE. CONTRACTOR AGREES TO FURNISH AND

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

ADDITIONAL SHEETS SUBJECT TO THE TERMS AND CONDITIONS SPECIFIED

29. AWARD OF CONTRACT: REF. OFFER

DATED . . YOUR OFFER ON SOLICITATION

(BLOCK 5), INCLUDING ANY ADDITIONS OR CHANGES WHICH ARE

SET FORTH HEREIN, IS ACCEPTED AS TO ITEMS:

30a. SIGNATURE OF OFFEROR/CONTRACTOR

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

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

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

AUTHORIZED FOR LOCAL REPRODUCTION

PREVIOUS EDITION IS NOT USABLE

STANDARD FORM 1449 (REV. 2/2012)

Prescribed by GSA - FAR (48 CFR) 53.212

10. THIS ACQUISITION IS UNRESTRICTED OR

NAICS:

SIZE STANDARD:

13a. THIS CONTRACT IS A

RATED ORDER UNDER

DPAS (15 CFR 700)

SET ASIDE: % FOR:

11. DELIVERY FOR FOB DESTINA-

TION UNLESS BLOCK IS

MARKED

SEE SCHEDULE

12. DISCOUNT TERMS

ARE ARE NOT ATTACHED

ARE ARE NOT ATTACHED

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

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

8 (A)

EDWOSB

WOMEN-OWNED SMALL BUSINESS

(WOSB) ELIGIBLE UNDER THE WOMEN-OWNED

SMALL BUSINESS PROGRAM

SERVICE-DISABLED

VETERAN-OWNED

SMALL BUSINESS

HUBZONE SMALL

BUSINESS

SMALL BUSINESS

TCD190005 31

9594CS19Q0077

William E. Hall, william.hall@csosa.gov 202-220-5717

Net 30

See Section F Same as Block 9

Court Services and Offender Supervision Agency Office of Financial Management 800 N. Capitol St., NW, Seventh Floor Washington, DC 20002-4260

See Continuation Pages

N/A

Reggie R. James

611699

$11.0M

09/06/2019

09/18/2019

1:00 PM

Court Services and Offender Supervision Agency Office of Procurement 800 N. Capitol St., NW, Suite 7066 Washington, DC 20002-4260

9594CS19Q0077

Continuation of SF1449

SECTION B - SUPPLIES OR SERVICES

B.1 Services. The Contractor shall provide all services identified in the CLINs included in this task order in accordance with the Statement of Work (SOW) in Section C.

B.2 Type of Contract. This is a firm-fixed price (FFP) purchase order.

B.3 North American Industry Classification System (NAICS) and Small Business Size Standard. The NAICS Code for this purchase order is 611699, All Other Miscellaneous Schools and Instruction, and the small business size standard is $11.0M.

B.4 Contract Line Item Structure

B.4.1 Base Period (12 months following award)

B.4.2 Option Period One (12 months following the Base Period)

Total Base and Option Period ___________

CLIN Description Quantity Unit Price

Core Correctional Practices Training of Trainers (Section C.3.1) (2 classes of 15 students for 5 days each)

2 Each TBD at Award

0002 Core Correctional Practices Training of Trainers (Section C.3.2) (1 class of 30 students for 3 days)

1 Each TBD at Award

Core Correctional Practices Training (Section C.3.3) (3 classes of 30 students for 3 days each) 3 Each TBD at Award

Observation and Feedback of Trainers (Section C.3.4) (3 classes of 5 adjunct trainers for 3 days each)

3 Each TBD at Award

TBD at AwardTotal Price

CLIN Description Quantity Unit Price

Observation and Feedback of Trainers (Section C.3.5) Option Period 1 (3 classes of adjunct trainers for 3 days each)

3 Each TBD at Award

TBD at AwardTotal Price

(End of Section B)

SECTION C – DESCRIPTION/SPECIFICATIONS/STATEMENT OF WORK

Core Correctional Practices Training

C.1 Background. Court Services Offenders Supervision Agency (CSOSA) was established under Section 11232 of the National Capital Revitalization and Self- Government Improvement Act of 1997 to effectuate the reorganization and transition of functions relating to pretrial services, parole, adult probation and offender supervision in the District of Columbia to a Federal Branch Agency. The mission of CSOSA is to increase public safety, prevent crime, reduce recidivism, and support the fair administration of justice in close collaboration with the community. CSOSA is responsible for the supervision of all probationers and parolees held under the authority of any United States or District of Columbia statute, or any other lawful authority and entrusted to the District.

C.2 Objective. The objective of this purchase order is obtain Contractor support in providing the following training to CSOSA personnel using CSOSA’s CCP training curricula:

a. Core Correctional Practices Training

b. Core Correctional Practices Training-of-Trainers (TOT)

c. Observation and Feedback to Trainers (OFT)

C.3 SCOPE. The Contractor shall provide qualified instructors to train CSOSA personnel, using the CSOSA provided curricula (facilitator and participant manuals, presentation materials, etc.).

Each course will have a maximum of 30 participants. The Contractor shall perform to the standards established in this SOW to assess and train. Under this SOW, up to 200 employees will receive training. Of this number, up to 20 staff who have previously completed Core Correctional Practices Training will complete TOT training, observe the Contractor deliver Core Correctional Practices Training, and be observed and receive feedback from the Contractor after facilitating a Core Correctional Practice Training.

C.3.1 Core Correctional Practices Training-of-Trainers (TOT) (5 days). 30 adjunct staff will be selected by CSOSA from the personnel who have previously completed the CCP Training. The TOT training will consist of the following:

a. TOT training for select adjunct staff trainers (supervisors), two (2) classes of fifteen

(15) students per class.

b. Hands on experience in training staff on CPP.

C.3.2 Core Correctional Practices Training-of-Trainers (TOT) (3 days). The 30 previously trained TOT adjunct staff will be combined into one (1) three (3) day class for continued hands on experience in training staff on CPP.

C.3.3 Core Correctional Practices Training (3 days). The CCP training will consist of the following:

a. Brief overview of Core Correctional Practices to include core correctional practices, motivational interviewing, and risk reduction skills and tools.

b. Hands on skills application in identifying and addressing criminogenic needs.

c. Building and managing effective case management supervision plans.

d. Applying appropriate responses, including incentives, to address behaviors that impact criminogenic risk factors.

e. Three (3) classes of up to 30 students each will be taught by the Contractor.

C.3.4 Observation and Feedback to Trainers (OFT). After completing the TOT course, the top 15 adjunct trainers will observe the Contractor instructor deliver the first three (3) Core Correctional Practices Training. The Contractor instructor will then observe the adjunct trainers, working in groups of five (5), deliver the CCP training to the last three (3) classes of up to 30 students, providing feedback as appropriate.

C.3.5 Observation and Feedback to Trainers (OFT) (Option). If exercised, the Contractor instructor will observe the adjunct trainers deliver the three (3) day CCP training to CSOSA staff, providing feedback as appropriate. Up to three (3) OFT classes may be required in Option Period One (1).

C.3.6 Instructor Qualifications. The Instructor should have at least five (5) years of experience working and training on CCP in a community corrections or correctional setting.

Recent CCP training experience in the last two (2) years and a Master’s degree or higher is preferred.

C.3.7 Post-Award Meeting. Ten (10) business days following award, the Contracting Officer’s Representative (COR) and the Contractor will meet to review the training objectives, the training schedule, and at that time the COR will provide the Contractor with electronic copies of the CSOSA CCP training curricula. The Contractor will then have 10 business days to become familiar with the CCP training curricula and prepared to use the CCP training curricula to teach the classes.

(End of Section C)

SECTION D - PACKAGING AND MARKING

Not Applicable

(End of Section D)

SECTION E - INSPECTION AND ACCEPTANCE

E.1 Inspection and acceptance shall be in accordance with FAR 52.212-4(a) and E.2 below.

E.2 The COR will notify the Contractor in writing whether its service is acceptable in accordance with the terms of the task order. All work performed must be accepted by the COR before payment will be made. The Contractor may invoice after the COR has accepted any services provided.

(End of Section E)

SECTION F – DELIVERIES AND PERFORMANCE

F.1 Period of Performance. The period of performance will be a base period of 12-months from the date of award and an option period of 12-months.

F.2 Place of Performance. The facilitated training will be conducted at CSOSA’s 800 N.

Capitol Street, NW, 5th Floor, training facility in the District of Columbia.

F.3 Hours of Training. CSOSA hours of training are 9:00 a.m. to 3:00 p.m., Monday through Friday, except federal holidays. Training will accomplished within the CSOSA hours of training identified above.

F.4 Observance of Legal Holidays and Excused Absence

F.4.1 CSOSA personnel observe the following days as holidays:

(1) New Year's Day (6) Labor Day

(2) Martin Luther King's Birthday (7) Columbus Day

(3) President’s Day (8) Veterans' Day

(4) Memorial Day (9) Thanksgiving Day

(5) Independence Day (10) Christmas Day

F.4.2 If a holiday falls on Sunday, the following Monday will be observed as the legal holiday.

F.4.3 When a holiday falls on a Saturday, the preceding Friday is observed as a legal holiday by U.S. Government agencies.

F.4.4 In addition to the days designated as holidays, the Government observes the following days:

(1) Any other day designated by Federal Statute

(2) Any other day designated by Executive Order

(3) Any other day designated by the President’s Proclamation

F.4.5 It is understood and agreed between the Government and the Contractor that observance of such days by Government personnel shall not otherwise be a reason for an additional period of performance, or entitlement of compensation except as set forth within the task order. No work is authorized to be performed by the Contractor on any legal holiday or other day designated by paragraph F.4.4 above.

F.5 Notice of Contractor Delays

In the event the Contractor encounters, or anticipates encountering, difficulty in meeting performance requirements, or in complying with the purchase order delivery schedule or completion date, or whether the Contractor has knowledge that any actual or potential situation is delaying, or threatens to delay, timely performance, the Contractor shall immediately, within one

(1) business day, notify the Contracting Officer and the COR, in writing, giving pertinent details;

provided, however, that this notification shall be informational only in character, and that this provision shall not be construed as a waiver by CSOSA of any delivery schedule or date, or any rights or remedies provided by law or under this task order.

F.6 Travel. No travel reimbursement is authorized for any work identified in this task order.

F.7 Services.

F.7.1 The Contractor shall provide all training as outlined in Section C, Statement of Work.

F.7.2 In the event the Contractor anticipates difficulty in complying with any schedule for services or deliverables, the Contractor shall immediately provide written notice to the Contracting Officer and the COR. Each notification shall give pertinent details, including the date by which the Contractor expects to make delivery; provided that this data shall be informational only in character and that receipt thereof shall not be construed as a waiver by the Government of the task order schedule, or any rights or remedies provided by law or under this contract.

(End of Section F)

SECTION G - CONTRACT ADMINISTRATION DATA

G.1 Contracting Officer’s Representative

G.1.1 The Contracting Officer’s Representative (COR) for this task order is:

TBD at award Office of Information Technology Court Services and Offender Supervision Agency (CSOSA) 800 N. Capitol Street, NW, 6th Floor Washington, D.C. 20002-4260 Telephone Number: TBD at award

Email Address: TBD at award

G.1.2 The COR is responsible for the technical aspects of the task order and serves as the liaison with the Contractor. The COR is responsible for the final inspection and acceptance of all work performed and such other responsibilities as may be specified in this task order.

G.1.3 The COR is not authorized to make any commitments or otherwise obligate the Government or authorize any changes which affect the task order price, terms or conditions.

Any Contractor request for changes shall be referred to the Contracting Officer directly or through the COR. No such changes shall be made without the express written prior authorization of the Contacting Officer.

G.2 Contracting Officer

G.2.1 The Contracting Officer (CO) is the only person authorized to approve changes to any of the terms and conditions of this task order. In the event the Contractor effects any changes at the direction of any person other than the CO, the changes will be considered to have been made without authority and no adjustment will be made in the task order price to cover any increase in costs incurred as a result thereof. The CO shall be the only individual authorized to accept nonconforming work, waive any requirement of the task order, or to modify any term or condition of this task order. The CO is the only individual who can legally obligate government funds. No cost chargeable to the proposed task order can be incurred before receipt of a fully executed task order, which includes any subsequent task order modifications or other specific written authorization from the CO.

G.2.2 The Contractor shall not comply with any order, direction or request of government personnel unless it is issued in writing and signed by the CO, or is pursuant to specific authority otherwise included as a part of this task order. No order, statement, or conduct of government personnel, other than the CO, who visit the Contractor’s facilities or in any other manner communicate with Contractor personnel during the performance of this task order shall constitute a change under the terms for changes included in FAR 52.212-4 of this task order.

G.2.3 The procuring and administering Contracting Officer for this task order is:

Reggie R. James Office of Procurement Court Services and Offender Supervision Agency (CSOSA) 800 N. Capitol Street, NW, 6th Floor Washington, DC 20002-4260 Email Address: reggie.james@csosa.gov.

G.3 Electronic Invoicing and Payment Requirements – Invoice Processing Platform

G.3.1 Payment requests must be submitted electronically through the U.S. Department of Treasury’s Invoice Processing Platform (IPP) system using the “Bill to Agency” of Interior Business Center – FMD.

mailto:reggie.james@csosa.gov

G.3.2 Definitions.

G.3.2.1 “Contract” as used throughout this clause means the type of contract identified in Section B.2 above.

G.3.2.2 “Payment request” means any request for contract financing payment or invoice payment by the Contractor.

G.3.3 To constitute a proper invoice, the payment request must comply with the requirements identified in the applicable Prompt Payment clause included in the contract or the clause GSAR 552.212-4, Contract Terms and Conditions – Commercial Items, included in commercial item contracts.

G.3.4 IPP Registration. The IPP website address is: https://www.ipp.gov. The Contractor must use the IPP website to register, access, and use IPP for submitting requests for payment.

The Contractor Government Business Point of Contact (as listed in SAM) will receive enrollment instructions via email from the Federal Reserve normally within 3-5 business days of the contract award date. Assistance with enrollment may be obtained by contacting the IPP Production Helpdesk via email at IPPCustomerSupport@fiscal.treasury.gov or by phone at (866) 973-3131.

G.3.5 Payment Request/Invoice Submission.

G.3.5.1 Invoices shall be submitted in IPP with a unique invoice number and no more than once a month, unless otherwise authorized under this contract.”

G.3.5.2 The payment request/invoice submission must identify the specific Contract Line Item Numbers (CLINs) for which the Contractor is seeking payment under the contract.

G.3.5.3 In addition to providing the information required by IPP, the Contractor shall include in IPP as an attachment(s) to the specific payment request/invoice amount the following information for each CLIN.

a. For supplies, provide the description, unit of measure, quantity, unit price, extended total price of the supplies invoiced and date of shipment or delivery.

b. For services:

(1) Provide a description of services performed, e.g., labor category, hours worked by date, hourly rate, and amount billed by labor category, and total invoice amount.

(2) For labor hour CLINs, as authorized by FAR 52.212-4, section (i) Payments, the Contractor shall substantiate each payment request/invoice submitted by including individual daily job timecards for each person (on-site and off-site) performing any work under this contract.

https://www.ipp.gov/ mailto:IPPCustomerSupport@fiscal.treasury.gov

G.3.6 CSOSA is bound by the Prompt Payment Act (5 CFR Part 1315) to reimburse contractors on the 30th calendar day after a proper and valid invoice is officially received by the Agency.

G.3.6.1 Invoices submitted in IPP to incorrect CLINs and/or without required or valid attachment information are not considered proper.

G.3.6.2 Improper or invalid IPP invoices shall be disputed / rejected by CSOSA in their entirety. If the invoice is disputed / rejected by CSOSA, the CO or COR appointed to the contract will notify the Contractor in writing of the dispute within seven (7) days of the CSOSA invoice official receipt date (the received date stamped on the invoice by OFM). CSOSA’s written dispute / rejection notification will identify the specific invoice items and amounts being disputed, reason the items or amounts are disputed, a reference to the specific terms of the contract which supports the government’s dispute and a request for an immediate explanation and / or corrected invoice. In addition, the invoice will be rejected by CSOSA in IPP. The Contractor shall re-submit corrected invoices in IPP, with required attachments, using a new, unique invoice number.

G.3.6.3 Properly disputed invoice amounts are not subject to late payment interest computations during the period of dispute. Per FAR Part 32 the Contracting Officer has the final authority to approve payment of an invoice.

G.3.7 The Contractor should review IPP to determine the current status of a submitted invoice. Contractor inquiries concerning an invoice payment may be made to the CSOSA Office of Financial Management (OFM) thirty (30) calendar days after a proper invoice has been submitted. The Contractor may make payment inquires to by calling OFM, Ms. Rolanda White, at 202-220-5464 or emailing OFM at rolanda.white@csosa.gov.

(End of Section G)

SECTION H - SPECIAL REQUIREMENTS

H.1 Period of Claim. Notwithstanding the claim period stated in FAR 52.212-4, Disputes, and pursuant to FAR 33.206, Initiation of a Claim, the Contractor agrees to submit any claim related to this task order within 12 months after accrual of the claim.

H.2 Insurance

H.2.1 General Requirements. The Contractor, at its sole expense, shall procure and maintain, during the entire period of performance under this task order, the types of insurance specified below and shall immediately notify CSOSA if any insurance policy lapses or changes. Within 15 days of task order award and at the beginning of each subsequent option period, the Contractor shall have its insurance broker or insurance company submit a Certificate of Insurance to the Contracting Officer giving evidence of the required coverage prior to commencing performance under this task order. In no event shall any work be performed until the required Certificates of mailto:rolanda.white@csosa.gov

Insurance signed by an authorized representative of the insurer(s) have been provided to, and accepted by, the CO. All insurance shall be written with financially responsible companies authorized to do business in the District of Columbia or in the jurisdiction where the work is to be performed and have an A.M. Best Company rating of A- / VII or higher. The Contractor shall require all of its approved subcontractors to carry the same insurance required herein. All required policies shall contain a waiver of subrogation provision in favor of the Government of the United States and/or CSOSA. The government shall be included in all policies required hereunder to be maintained by the Contractor and its approved subcontractors (except for workers’ compensation and professional liability insurance) as an additional insureds for claims against CSOSA or The United States relating to this task order, with the understanding that any affirmative obligation imposed upon the insured Contractor or its approved subcontractors (including without limitation the liability to pay premiums) shall be the sole obligation of the Contractor or its approved subcontractors, and not the additional insured. All of the Contractor’s and its approved subcontractors’ liability policies (except for workers’ compensation and professional liability insurance) shall indicate that such policies provide primary coverage (without any right of contribution by any other insurance, reinsurance or self-insurance, including any deductible or retention, maintained by an Additional Insured) for all claims against the additional insured arising out of the performance of this task order by the Contractor or its approved subcontractors, or anyone for whom the Contractor or its approved subcontractors may be liable. If the Contractor and/or its approved subcontractors maintain broader coverage and/or higher limits than the minimums shown below, CSOSA requires, and shall be entitled to, the broader coverage and/or the higher limits maintained by the Contractor and its approved subcontractors.

H.2.2 Commercial General Liability Insurance (“CGL”). The Contractor shall provide evidence satisfactory to the CO with respect to the services performed that it carries a CGL policy, written on an occurrence (not claims-made) basis covering liability for all ongoing and completed operations of the Contractor, including ongoing and completed operations under all approved subcontracts, and covering claims for bodily injury, including without limitation sickness, disease or death of any persons, injury to or destruction of property, including loss of use resulting therefrom, personal and advertising injury, and including coverage for liability arising out of an Insured Contract (including the tort liability of another assumed in a contract).

Such coverage shall have limits of liability of not less than $1,000,000.00 each occurrence, a $2,000,000.00 general aggregate, and a $1,000,000.00 personal and advertising injury limit. The Contractor shall carry all liability insurance for five years following the final acceptance of work under this contract.

H.2.3 Automobile Liability Insurance. The Contractor shall provide evidence satisfactory to the CO of commercial (business) automobile liability insurance including coverage for all owned, hired, borrowed, and non-owned vehicles, and equipment used by the Contractor, with minimum per accident limits equal to the greater of (i) the limits set forth in the Contractor’s commercial automobile liability policy or (ii) $1,000,000.00 per occurrence combined single limit for bodily injury and property damage.

H.2.4 Workers’ Compensation Insurance. The Contractor shall provide evidence satisfactory to the CO of Workers’ Compensation insurance in accordance with the statutory mandates of the District of Columbia, or the jurisdiction in which the task order is performed.

H.2.5 Employer’s Liability Insurance. The Contractor shall provide evidence satisfactory to the Contracting Officer of employer’s liability insurance as follows:

• $500,000.00 per accident for injury; $500,000 per employee for disease; and

• $500,000.00 for policy disease limit.

All insurance required by this section shall include a waiver of subrogation endorsement for the benefit of CSOSA or the United States.

H.2.6 Commercial Umbrella Liability. The Contractor shall provide evidence satisfactory to the CO of commercial umbrella liability insurance with minimum limits equal to $5,000,000.00 per occurrence and $5,000,000.00 in the annual aggregate, following the form and in excess of the underlying employers’ liability, commercial general liability, and commercial automobile liability policies, with an effective date that is concurrent with such liability policies. The insurance required under this paragraph shall be written in a form that annually reinstates all required limits. Coverage shall be primary to any insurance, self-insurance or reinsurance maintained by CSOSA and/or the United States.

H.2.7 Employment Practices Liability. The Contractor shall provide evidence satisfactory to the CO with respect to the operations performed to cover the defense of claims which CSOSA would be named as a co-defendant in claims arising from employment related wrongful acts including but not limited to, Discrimination, Sexual Harassment, Wrongful Termination, or Workplace Torts. The policy shall include an endorsement naming CSOSA as a co-defendant or additional insured and shall also include the Client Company Endorsement for Temporary Help Firms and the Independent Contractors Endorsement. The policy shall provide limits of not less than $1,000,000.00 for reach wrongful act and $2,000,000.00 annual aggregate for each wrongful act.

H.3 Indemnification

H.3.1 The Contractor agrees for itself, its employees, and approved subcontractors to save, defend, hold harmless and indemnify the Government and all of its elected and appointed officials, officers, current and former employees, agents, departments, agencies, boards, and commissions (collectively the "Government") from and against any and all claims made by third parties or by the Government for any and all losses, damages, injuries, fines, penalties, costs (including court costs and attorney's fees), charges, liability, demands or exposure, however caused, resulting from, arising out of, or in any way connected with the Contractor's acts or omissions, including the acts or omissions of its employees and/or approved subcontractors, in performance or nonperformance of its work called for by the contract.

H.3.2 The Contractor shall:

H.3.2.1 Promptly notify the CO of any claim or action against, or any loss by, the Contractor or any approved subcontractors that may reasonably be expected to involve indemnification under this clause;

H.3.2.2 Immediately furnish to the CO copies of all pertinent papers of the Contractor that pertain to any indemnification matter;

H.3.2.3 Furnish evidence or proof of any claim, loss, or damage covered by this clause in the manner and form the CO requires; and

H.3.2.4 Comply with the CO’s directions and execute any authorizations required in connection with settlement or defense of claims or actions.

H.3.3 The Government may direct, control, or assist in settling or defending any claim or action that may involve indemnification under this clause.

H.3.4 This indemnification shall survive the termination of this contract.

H.3.5 Hold Harmless and Indemnification Agreement. The Contractor shall be solely liable for, and expressly agrees to indemnify the Government, with respect to any liability-producing acts or omissions by its employees or agents. Specifically, the Contractor shall save and hold harmless and indemnify the Government against any and all liability claims, and cost of whatsoever kind and nature, for injury to or death of any person or persons and for loss or damage to any Contractor equipment or property or property owned by a third party occurring in connection with, or in any way incident to or arising out of the occupancy, use, service, operation, or performance of work under the terms of this contract, resulting in whole or in part from the acts or omissions of the Contractor, any subcontractor, or any employee, agent, or representative of the Contractor or subcontractor.

H.3.6 Government Liability. The Government shall not be liable for any injury or damages to Contractor or subcontractor personnel, or damage to Contractor or subcontractor equipment or property resulting from the delivery of services required under this task order, unless such injury or damage is due to negligence on the part of the Government and is recoverable under the Federal Torts Claims Act, or pursuant to other Federal statutory authority.

H.4 Independent Contractor Status

H.4.1 Contractor is an independent contractor, and neither Contractor nor Contractor's employees or approved subcontract personnel are, or shall be deemed, Government's employees.

H.4.2 In its capacity as an independent contractor, Contractor agrees and represents, and the Government agrees, as follows:

H.4.2.1 Contractor has the right to control and direct the means, manner, and method in which to perform services required by CSOSA through this task order.

H.4.2.2 Contractor has the right to hire assistants as subcontractors to provide the services required by this task order provided Contractor notifies the CO in writing of the need to hire subcontractors, and receives the expressed written permission from the CO before hiring any subcontractor under this task order.

H.4.2.3 The services required by this task order shall be performed by Contractor, Contractor's employees, and/or approved subcontract personnel, and the Government shall not hire, supervise, or pay any assistants or subcontractors to help Contractor.

H.5 Government Furnished Information and Equipment (GFI/GFE). The Government shall provide the Contractor with electronic access to the training curricula necessary to perform the work described herein and provide a fully equipped training facility.

H.6 Use and Charges. As authorized by FAR 52.245-9 Use and Charges (APR 2012) (included in Section I below), the Contractor is authorized to use any government Furnished Equipment/Property provided in the performance of any work awarded under this purchase order without charge.

H.7 Material Purchases. No materials are included in this purchase order. Contractor shall not purchase materials in the performance of this purchase order.

H.8 Unforeseen Closures, Work Stoppage and Government Closures. Uncontrollable or unforeseeable circumstances such as, acts of God or the public enemy, acts of the Government in its sovereign or contractual capacity, fire, floods, epidemics, quarantine restrictions, inclement weather or special Federal or ceremonial events, may cause the Government to close. Under such circumstances, the Contractor will be required to follow the directions of the COR or CO. Under such a situation, CSOSA will not pay for unworked hours.

H.9 Review of Announcements or Publishing. Neither the Contractor, nor any affiliate, subsidiary, consultant, subcontractor, nor personnel thereof, shall make public releases of information or any matter pertaining to this purchase order, including, but not limited to, advertising in any medium, or presentation before technical, scientific, or industry groups, without the prior written approval of the CO. The provisions of this clause shall survive the expiration of this purchase order.

H.10 Key Personnel.

H.10.1 All personnel assigned to this purchase order are considered essential to the work being performed under this purchase order and therefore, are considered key personnel.

H.10.2 Key personnel may, with the consent of the contracting parties, be changed from time to time during the course of the purchase order by adding or deleting personnel, as appropriate, in order to provide sufficient personnel possessing the education, training and experience necessary to perform the services required by this purchase order.

H.10.3 If one or more of the key personnel, for any reason, becomes, or is expected to become, unavailable for work under this purchase order for a continuous period exceeding thirty

(30) work days, or is expected to devote substantially less effort to the work than indicated in the proposal or initially anticipated, the Contractor will promptly notify the CO and COR and will, subject to the concurrence of the CO or his authorized representative, promptly replace such personnel with personnel of at least substantially equal ability and qualifications. All Contractor personnel will be required to receive approval from the COR through resume submission.

CSOSA reserves the right to accept or reject any or all of the candidates.

H.10.4 Before removing or replacing any key personnel, the Contractor shall notify the CO and COR, in writing, before the change becomes effective. The Contractor shall submit sufficient information to support the proposed action and to enable the CO to evaluate the potential impact of the change on this purchase order. The Contractor shall not remove or replace personnel until the CO approves the change.

H.11 Independent Contractor Status.

H.11.1 Contractor is an independent contractor, and neither Contractor nor Contractor's employees or subcontract personnel are, or shall be deemed, Government's employees. In its capacity as an independent contractor, Contractor agrees and represents, and the Government agrees, as follows:

H.11.1.1 Contractor has the right to control and direct the means, manner, and method in which to perform services required by CSOSA through this purchase order.

H.11.1.2 Contractor has the right to utilize assistants as subcontractors to provide the services required by this purchase order provided Contractor notifies the Government in writing of the need to utilize subcontractors, and receives the expressed written permission from the Government before utilizing any subcontractor under this purchase order.

H.11.1.3 The services required by this purchase order shall be performed by Contractor, Contractor's employees, and/or subcontract personnel, and the Government shall not hire, supervise, or pay any assistants or subcontractors to help Contractor.

H.11.2 The CO, COR and Contractor shall meet as deemed appropriate by all three parties to discuss program issues, etc.

H.12 Non-disclosure Agreement. The Contractor and all Contractor personnel who will perform under this purchase order shall sign a non-disclosure agreement (Attachment J-1) to not use or reveal the contents of the government furnished training curricula.

(End of Section H)

SECTION I – CONTRACT CLAUSES

I.1 FAR 52.252-2 CLAUSES INCORPORATED BY REFERENCE (FEB 1998)

This contract incorporates one or more clauses by reference, with the same force and effect as if they were given in full text. Upon request, the Contracting Officer will make their full text available. Also, the full text of a clause may be accessed electronically at this address:

http://farsite.hill.af.mil/vmfara.htm https://www.acquisition.gov/?q=browsefar

(End of Clause)

I.2 The following clauses are incorporated by reference:

FAR

Clause No.

Title Date

52.204-19 Incorporation by Reference of Representations and Certifications Dec 2014 52.212-4 Contract Terms and Conditions-Commercial Items Oct 2018 52.224-1 Privacy Act Notification Apr 1984 52.224-2 Privacy Act Apr 1984 52.245-1 Government Property Jan 2017 52.245-9 Use and Charges Apr 2012

I.3 52.212-5 – CONTRACT TERMS AND CONDITIONS REQUIRED TO IMPLEMENT

STATUTES OR EXECUTIVE ORDERS – COMMERCIAL ITEMS (AUGUST 2019)

(a) The Contractor shall comply with the following Federal Acquisition Regulation (FAR) clauses, which are incorporated in this contract by reference, to implement provisions of law or Executive orders applicable to acquisitions of commercial items:

(1) 52.203-19, Prohibition on Requiring Certain Internal Confidentiality Agreements or Statements (Jan 2017) (section 743 of Division E, Title VII, of the Consolidated and Further Continuing Appropriations Act, 2015 (Pub. L. 113-235) and its successor provisions in subsequent appropriations acts (and as extended in continuing resolutions)).

(2) 52.204-23, Prohibition on Contracting for Hardware, Software, and Services Developed or Provided by Kaspersky Lab and Other Covered Entities (Jul 2018) (Section 1634 of Pub. L. 115-91).

(3) 52.204-25, Prohibition on Contracting for Certain Telecommunications and Video Surveillance Services or Equipment. (Aug 2019) (Section 889(a)(1)(A) of Pub. L. 115-232).

(4) 52.209-10, Prohibition on Contracting with Inverted Domestic Corporations (Nov 2015).

http://farsite.hill.af.mil/vmfara.htm https://www.acquisition.gov/?q=browsefar https://www.acquisition.gov/content/part-52-solicitation-provisions-and-contract-clauses#i52_203-19 https://www.acquisition.gov/content/part-52-solicitation-provisions-and-contract-clauses#id189A70O0P1N https://www.acquisition.gov/content/part-52-solicitation-provisions-and-contract-clauses#unique_1377074841 https://www.acquisition.gov/content/part-52-solicitation-provisions-and-contract-clauses#i1062680

(5) 52.233-3, Protest After Award (Aug 1996) (31 U.S.C. 3553).

(6) 52.233-4, Applicable Law for Breach of Contract Claim (Oct 2004) (Public Laws 108- 77 and 108-78 (19 U.S.C. 3805 note)).

(b) The Contractor shall comply with the FAR clauses in this paragraph (b) that the Contracting Officer has indicated as being incorporated in this contract by reference to implement provisions of law or Executive orders applicable to acquisitions of commercial items:

[Contracting Officer check as appropriate.]

_X_ (1) 52.203-6, Restrictions on Subcontractor Sales to the Government (Sept 2006), with Alternate I (Oct 1995) (41 U.S.C. 4704 and 10 U.S.C. 2402).

__ (2) 52.203-13, Contractor Code of Business Ethics and Conduct (Oct 2015) (41 U.S.C. 3509)).

__ (3) 52.203-15, Whistleblower Protections under the American Recovery and Reinvestment Act of 2009 (June 2010) (Section 1553 of Pub. L. 111-5). (Applies to contracts funded by the American Recovery and Reinvestment Act of 2009.)

_X_ (4) 52.204-10, Reporting Executive Compensation and First-Tier Subcontract Awards (Oct 2018) (Pub. L. 109-282) (31 U.S.C. 6101 note).

__ (5) [Reserved].

_X_ (6) 52.204-14, Service Contract Reporting Requirements (Oct 2016) (Pub. L. 111- 117, section 743 of Div. C).

__ (7) 52.204-15, Service Contract Reporting Requirements for Indefinite-Delivery Contracts (Oct 2016) (Pub. L. 111-117, section 743 of Div. C).

_X_ (8) 52.209-6, Protecting the Government’s Interest When Subcontracting with Contractors Debarred, Suspended, or Proposed for Debarment. (Oct 2015) (31 U.S.C. 6101 note).

__ (9) 52.209-9, Updates of Publicly Available Information Regarding Responsibility Matters (Oct 2018) (41 U.S.C. 2313).

__ (10) [Reserved].

__ (11) (i) 52.219-3, Notice of HUBZone Set-Aside or Sole-Source Award (Nov 2011) (15 U.S.C.657a).

__ (ii) Alternate I (Nov 2011) of 52.219-3.

https://www.acquisition.gov/content/part-52-solicitation-provisions-and-contract-clauses#i1048661 http://uscode.house.gov/browse.xhtml;jsessionid=114A3287C7B3359E597506A31FC855B3 https://www.acquisition.gov/content/part-52-solicitation-provisions-and-contract-clauses#i1048698 http://uscode.house.gov/browse.xhtml;jsessionid=114A3287C7B3359E597506A31FC855B3 https://www.acquisition.gov/content/part-52-solicitation-provisions-and-contract-clauses#i1063319 http://uscode.house.gov/browse.xhtml;jsessionid=114A3287C7B3359E597506A31FC855B3 http://uscode.house.gov/browse.xhtml;jsessionid=114A3287C7B3359E597506A31FC855B3 https://www.acquisition.gov/content/part-52-solicitation-provisions-and-contract-clauses#i1063504 http://uscode.house.gov/browse.xhtml;jsessionid=114A3287C7B3359E597506A31FC855B3 https://www.acquisition.gov/content/part-52-solicitation-provisions-and-contract-clauses#i1063607 https://www.acquisition.gov/content/part-52-solicitation-provisions-and-contract-clauses#i1064087 http://uscode.house.gov/view.xhtml?req=granuleid:USC-prelim-title31-section6101&num=0&edition=prelim https://www.acquisition.gov/content/part-52-solicitation-provisions-and-contract-clauses#i1064214 https://www.acquisition.gov/content/part-52-solicitation-provisions-and-contract-clauses#i1064243 https://www.acquisition.gov/content/part-52-solicitation-provisions-and-contract-clauses#i1062590 http://uscode.house.gov/view.xhtml?req=granuleid:USC-prelim-title31-section6101&num=0&edition=prelim http://uscode.house.gov/view.xhtml?req=granuleid:USC-prelim-title31-section6101&num=0&edition=prelim https://www.acquisition.gov/content/part-52-solicitation-provisions-and-contract-clauses#i1062651 http://uscode.house.gov/view.xhtml?req=granuleid:USC-prelim-title41-section2313&num=0&edition=prelim https://www.acquisition.gov/content/part-52-solicitation-provisions-and-contract-clauses#i1057314 http://uscode.house.gov/view.xhtml?req=granuleid:USC-prelim-title15-section637a&num=0&edition=prelim https://www.acquisition.gov/content/part-52-solicitation-provisions-and-contract-clauses#i1057314

__ (12)

(i) 52.219-4, Notice of Price Evaluation Preference for HUBZone Small Business Concerns (Oct 2014) (if the offeror elects to waive the preference, it shall so indicate in its offer) (15 U.S.C. 657a).

__ (ii) Alternate I (Jan 2011) of 52.219-4.

__ (13) [Reserved]

_X_ (14) (i) 52.219-6, Notice of Total Small Business Set-Aside (Nov 2011) (15 U.S.C.644).

__ (ii) Alternate I (Nov 2011).

__ (iii) Alternate II (Nov 2011).

__ (15) (i) 52.219-7, Notice of Partial Small Business Set-Aside (June 2003) (15 U.S.C. 644).

__ (ii) Alternate I (Oct 1995) of 52.219-7.

__ (iii) Alternate II (Mar 2004) of 52.219-7.

_X_ (16) 52.219-8, Utilization of Small Business Concerns (Oct 2018) (15 U.S.C. 637(d)(2) and (3)).

__ (17) (i) 52.219-9, Small Business Subcontracting Plan (Aug 2018) (15 U.S.C. 637(d)(4))

__ (ii) Alternate I (Nov 2016) of 52.219-9.

__ (iii) Alternate II (Nov 2016) of 52.219-9.

__ (iv) Alternate III (Nov 2016) of 52.219-9.

__ (v) Alternate IV (Aug 2018) of 52.219-9

__ (18) 52.219-13, Notice of Set-Aside of Orders (Nov 2011) (15 U.S.C. 644(r)).

_X_ (19) 52.219-14, Limitations on Subcontracting (Jan 2017) (15 U.S.C.637(a)(14)).

__ (20) 52.219-16, Liquidated Damages-Subcontracting Plan (Jan 1999) (15 U.S.C. 637(d)(4)(F)(i)).

__ (21) 52.219-27, Notice of Service-Disabled Veteran-Owned Small Business Set-Aside (Nov 2011) (15 U.S.C. 657f).

https://www.acquisition.gov/content/part-52-solicitation-provisions-and-contract-clauses#i1057352 http://uscode.house.gov/browse.xhtml;jsessionid=114A3287C7B3359E597506A31FC855B3 https://www.acquisition.gov/content/part-52-solicitation-provisions-and-contract-clauses#i1057352 https://www.acquisition.gov/content/part-52-solicitation-provisions-and-contract-clauses#i1057393 http://uscode.house.gov/browse.xhtml;jsessionid=114A3287C7B3359E597506A31FC855B3 https://www.acquisition.gov/content/part-52-solicitation-provisions-and-contract-clauses#i1057419 http://uscode.house.gov/browse.xhtml;jsessionid=114A3287C7B3359E597506A31FC855B3 https://www.acquisition.gov/content/part-52-solicitation-provisions-and-contract-clauses#i1057419 https://www.acquisition.gov/content/part-52-solicitation-provisions-and-contract-clauses#i1057419 https://www.acquisition.gov/content/part-52-solicitation-provisions-and-contract-clauses#i52_219-8 http://uscode.house.gov/browse.xhtml;jsessionid=114A3287C7B3359E597506A31FC855B3 https://www.acquisition.gov/content/part-52-solicitation-provisions-and-contract-clauses#i52_219-9 http://uscode.house.gov/browse.xhtml;jsessionid=114A3287C7B3359E597506A31FC855B3 https://www.acquisition.gov/content/part-52-solicitation-provisions-and-contract-clauses#i52_219-9 https://www.acquisition.gov/content/part-52-solicitation-provisions-and-contract-clauses#i52_219-9 https://www.acquisition.gov/content/part-52-solicitation-provisions-and-contract-clauses#i52_219-9 https://www.acquisition.gov/content/part-52-solicitation-provisions-and-contract-clauses#i52_219-9 https://www.acquisition.gov/content/part-52-solicitation-provisions-and-contract-clauses#i1057715 http://uscode.house.gov/browse.xhtml;jsessionid=114A3287C7B3359E597506A31FC855B3 https://www.acquisition.gov/content/part-52-solicitation-provisions-and-contract-clauses#i1057730 http://uscode.house.gov/browse.xhtml;jsessionid=114A3287C7B3359E597506A31FC855B3 https://www.acquisition.gov/content/part-52-solicitation-provisions-and-contract-clauses#i1057758 http://uscode.house.gov/browse.xhtml;jsessionid=114A3287C7B3359E597506A31FC855B3 https://www.acquisition.gov/content/part-52-solicitation-provisions-and-contract-clauses#i1057823 http://uscode.house.gov/browse.xhtml;jsessionid=114A3287C7B3359E597506A31FC855B3

_X_ (22) 52.219-28, Post Award Small Business Program Rerepresentation (Jul 2013) (15 U.S.C. 632(a)(2)).

__ (23) 52.219-29, Notice of Set-Aside for, or Sole Source Award to, Economically Disadvantaged Women-Owned Small Business Concerns (Dec 2015) (15 U.S.C. 637(m)).

__ (24) 52.219-30, Notice of Set-Aside for, or Sole Source Award to, Women-Owned Small Business Concerns Eligible Under the Women-Owned Small Business Program (Dec 2015) (15 U.S.C. 637(m)).

_X_ (25) 52.222-3, Convict Labor (June 2003) (E.O.11755).

_X_ (26) 52.222-19, Child Labor-Cooperation with Authorities and Remedies (Jan 2018) (E.O.13126).

_X_ (27) 52.222-21, Prohibition of Segregated Facilities (Apr 2015).

_X_ (28) (i) 52.222-26, Equal Opportunity (Sept 2016) (E.O.11246).

__ (ii) Alternate I (Feb 1999) of 52.222-26.

_X_ (29) (i) 52.222-35, Equal Opportunity for Veterans (Oct 2015) (38 U.S.C. 4212).

__ (ii) Alternate I (July 2014) of 52.222-35.

_X_ (30) (i) 52.222-36, Equal Opportunity for Workers with Disabilities (Jul 2014) (29 U.S.C.793).

__ (ii) Alternate I (July 2014) of 52.222-36.

_X_ (31) 52.222-37, Employment Reports on Veterans (Feb 2016) (38 U.S.C. 4212).

_X_ (32) 52.222-40, Notification of Employee Rights Under the National Labor Relations Act (Dec 2010) (E.O. 13496).

_X_ (33) (i) 52.222-50, Combating Trafficking in Persons (Jan 2019) (22 U.S.C. chapter 78 and E.O. 13627).

__ (ii) Alternate I (Mar 2015) of 52.222-50 (22 U.S.C. chapter 78 and E.O. 13627).

_X_ (34) 52.222-54, Employment Eligibility Verification (Oct 2015). (Executive Order 12989). (Not applicable to the acquisition of commercially available off-the-shelf items or certain other types of commercial items as prescribed in 22.1803.)

https://www.acquisition.gov/content/part-52-solicitation-provisions-and-contract-clauses#i1057874 http://uscode.house.gov/browse.xhtml;jsessionid=114A3287C7B3359E597506A31FC855B3 https://www.acquisition.gov/content/part-52-solicitation-provisions-and-contract-clauses#i1057902 http://uscode.house.gov/browse.xhtml;jsessionid=114A3287C7B3359E597506A31FC855B3 https://www.acquisition.gov/content/part-52-solicitation-provisions-and-contract-clauses#i1057947 http://uscode.house.gov/browse.xhtml;jsessionid=114A3287C7B3359E597506A31FC855B3 https://www.acquisition.gov/content/part-52-solicitation-provisions-and-contract-clauses#i1055332 https://www.acquisition.gov/content/part-52-solicitation-provisions-and-contract-clauses#i1055664 https://www.acquisition.gov/content/part-52-solicitation-provisions-and-contract-clauses#i1055713 https://www.acquisition.gov/content/part-52-solicitation-provisions-and-contract-clauses#i1055793 https://www.acquisition.gov/content/part-52-solicitation-provisions-and-contract-clauses#i1055793 https://www.acquisition.gov/content/part-52-solicitation-provisions-and-contract-clauses#i1056230 http://uscode.house.gov/view.xhtml?req=granuleid:USC-prelim-title38-section4212&num=0&edition=prelim https://www.acquisition.gov/content/part-52-solicitation-provisions-and-contract-clauses#i1056230 https://www.acquisition.gov/content/part-52-solicitation-provisions-and-contract-clauses#i1056250 http://uscode.house.gov/view.xhtml?req=granuleid:USC-prelim-title29-section793&num=0&edition=prelim https://www.acquisition.gov/content/part-52-solicitation-provisions-and-contract-clauses#i1056250 https://www.acquisition.gov/content/part-52-solicitation-provisions-and-contract-clauses#i1056265 http://uscode.house.gov/view.xhtml?req=granuleid:USC-prelim-title38-section4212&num=0&edition=prelim https://www.acquisition.gov/content/part-52-solicitation-provisions-and-contract-clauses#i1056304 https://www.acquisition.gov/content/part-52-solicitation-provisions-and-contract-clauses#i1056535 http://uscode.house.gov/browse.xhtml;jsessionid=114A3287C7B3359E597506A31FC855B3 https://www.acquisition.gov/content/part-52-solicitation-provisions-and-contract-clauses#i1056535 http://uscode.house.gov/browse.xhtml;jsessionid=114A3287C7B3359E597506A31FC855B3 https://www.acquisition.gov/content/part-52-solicitation-provisions-and-contract-clauses#i1056753 https://www.acquisition.gov/content/part-22-application-labor-laws-government-acquisitions#i1095479

__ (35) (i) 52.223-9, Estimate of Percentage of Recovered Material Content for EPA– Designated Items (May 2008) (42 U.S.C. 6962(c)(3)(A)(ii)). (Not applicable to the acquisition of commercially available off-the-shelf items.)

__ (ii) Alternate I…