CSOSA-14-R-0128.pdf

SECTION A

A.1 SF 1449 SOLICITATION/CONTRACT/ORDER FOR COMMERCIAL ITEMS

PAGE 1 OF 1. REQUISITION NO.

2. CONTRACT NO. 3. AWARD/EFFECTIVE DATE 4. ORDER NO. 5. SOLICITATION NUMBER 6. SOLICITATION ISSUE DATE

a. NAME b. TELEPHONE NO. (No Collect Calls) 8. OFFER DUE DATE/LOCAL

TIME

9. ISSUED BY CODE 10. THIS ACQUISITION IS UNRESTRICTED OR SET ASIDE: % FOR:

SMALL BUSINESS

HUBZONE SMALL

BUSINESS

SERVICE-DISABLED

VETERAN-OWNED

SMALL BUSINESS

WOMEN-OWNED SMALL BUSINESS

(WOSB) ELIGIBLE UNDER THE WOMEN-OWNED

SMALL BUSINESS PROGRAM

EDWOSB

8(A)

NAICS:

SIZE STANDARD:

11. DELIVERY FOR FOB DESTINA-

TION UNLESS BLOCK IS

MARKED

SEE SCHEDULE

12. DISCOUNT TERMS

13a. THIS CONTRACT IS A

RATED ORDER UNDER

DPAS (15 CFR 700)

13b. RATING

14. METHOD OF SOLICITATION

RFQ IFB RFP

15. DELIVER TO CODE 16. ADMINISTERED BY CODE

17a. CONTRACTOR/OFFEROR CODE FACILITY CODE 18a. PAYMENT WILL BE MADE BY CODE

TELEPHONE NO. DUNS: DUNS+4:

PHONE: FAX:

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

SEE ADDENDUM

19. 20. 21. 22. 23. 24.

ITEM NO. SCHEDULE OF SUPPLIES/SERVICES QUANTITY UNIT UNIT PRICE AMOUNT

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

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

27a. SOLICITATION INCORPORATES BY REFERENCE FAR 52.212-1, 52.212-4. FAR 52.212-3 AND 52.212-5 ARE ATTACHED. ADDENDA ARE ARE NOT ATTACHED.

27b. CONTRACT/PURCHASE ORDER INCORPORATES BY REFERENCE FAR 52.212-4. FAR 52.212-5 IS ATTACHED. ADDENDA ARE ARE NOT ATTACHED

28. CONTRACTOR IS REQUIRED TO SIGN THIS DOCUMENT AND RETURN _______________ 29. AWARD OF CONTRACT: REF. ___________________________________ OFFER COPIES TO ISSUING OFFICE. CONTRACTOR AGREES TO FURNISH AND DATED ________________________________. YOUR OFFER ON SOLICITATION DELIVER ALL ITEMS SET FORTH OR OTHERWISE IDENTIFIED ABOVE AND ON ANY (BLOCK 5), INCLUDING ANY ADDITIONS OR CHANGES WHICH ARE ADDITIONAL SHEETS SUBJECT TO THE TERMS AND CONDITIONS SPECIFIED SET FORTH HEREIN IS ACCEPTED AS TO ITEMS:

30a. SIGNATURE OF OFFEROR/CONTRACTOR 31a. UNITED STATES OF AMERICA (SIGNATURE OF CONTRACTING OFFICER)

30b. NAME AND TITLE OF SIGNER (TYPE OR PRINT) 30c. DATE SIGNED 31b. NAME OF CONTRACTING OFFICER (TYPE OR PRINT) 31c. DATE SIGNED

AUTHORIZED FOR LOCAL REPRODUCTION (REV. 2/2012)

PREVIOUS EDITION IS NOT USABLE Prescribed by GSA - FAR (48 CFR) 53.212

7. FOR SOLICITATION

INFORMATION CALL:

STANDARD FORM 1449

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

SOLICITATION/CONTRACT/ORDER FOR COMMERCIAL ITEMS 31

20141114

CSOSA-14-R-0128 09-04-2014

Lawrence.toperoff@csosa.gov (202) 220-5710 09-12-2014

2:00 PM EST

CSOSA

Office of Procurement Court Services and Offender Supervision Agency 633 Indiana Avenue NW, Suite 880 Washington DC 20004

X

511210

$35.5 Million

N/A

X

Office of Facilities Management Court Services and Offender Supervision Agency 633 Indiana Avenue, NW, Suite 770 Washington DC 20004

CSOSA

See Block 9.

CSOSA

Office of Financial Management Court Services and Offender Supervision Agency 633 Indiana Avenue NW, Suite 850 Washington DC 20004

202-220-5714

See CONTINUATION Page

The Contractor shall provide CAD Software Support Services for CSOSA, Washington, DC, for a base period of 12 months and four (4) 12 month option periods, if exercised by the Government, in accordance with the

Statement of Work (SOW), herein.

See CONTINUATION Page

X X

CSOSA-14-R-0128

A. TITLE

Computer Aided Design (CAD) Software Support

B. PURCHASE ORDER TYPE

The Government anticipates award of a Labor-Hour contract for severable services as a Simplified Acquisition under FAR Parts 12 and 13.

The Contractor shall be reimbursed for hours actually worked, up to the contract ceiling price. The Contractor will not be reimbursed for time not worked due to Government closings.

B.1 CONSIDERATION AND PAYMENT

The Contractor shall provide CAD support services to the Office of Facilities, Court Services and Offender Supervision Agency (CSOSA). The period of performance shall be a twelve (12) month base period plus four

(4) 12 month option periods.

In consideration for the successful performance of this work, the Contractor shall be compensated for actual hours incurred at the full loaded fixed hourly rates shown below. The fully loaded rates shall be inclusive of the direct labor rate, fringe benefits, applicable indirect cost rates and any profit (if applicable) for each labor category. The Contractor shall be reimbursed up to the purchase order ceiling for hours actually worked:

Base Period (12-Months) CLIN Labor Category Estimated

Hours Fully Loaded Hourly Rate

Total Price

Ceiling Price:

(Option Period 1) CLIN Labor Category Estimated

Hours Fully Loaded

Option Period 2 CLIN Labor Category Estimated

Hours Fully Loaded

Option Period 3 CLIN Labor Category Estimated

Hours Fully Loaded

Option Period 4 CLIN Labor Category Estimated

Hours Fully Loaded

B.1.2 CEILING PRICE

The total ceiling price for this award base and option periods is $(to be determined). The Government shall not be obligated to pay any excess of this ceiling price nor is the Contractor obligated to continue performance if to do so would exceed this price. This item may be modified from time to time.

C. STATEMENT OF WORK (SOW)

C.1 Background

The Court Services and Offender Supervision Agency (CSOSA) for the District of Columbia is an independent agency in the Executive Branch of the Federal Government. CSOSA is responsible for supervising adult offenders who are on probation, parole or supervised release in the District of Columbia. The agency is responsible for creating and maintaining a coherent and effective program that increases public safety, prevents crime, reduces recidivism, and supports the fair administration of justice.

CSOSA Office of Facilities is tasked with maintaining thirteen (13) locations throughout the District of Columbia and track the utilization of the Agency’s 342,050 square feet of office and associated space. The Office of Facilities Management maintains electronic formatted drawing files of each location in Autodesk software – AutoCAD Architecture, Revit, and FM Systems.

C.2 Scope of Work

CSOSA is seeking a vendor to provide on-site consultation and technical software support, as required, of Autodesk and FM: Systems software utilized by CSOSA staff.

C.3 Task Objectives and Outcomes

C.3.1 Technical support is needed to update the current database which consists of approximately forty-three

(43) AutoCAD Architecture 2014 drawing files and numerous FM: Systems data tables. Support is needed to perform FM Systems Needs Assessment of the existing CSOSA AutoCAD drawings files, Facilities goals and staff operating procedures. The written documentation of findings will be used to develop a Project Plan of Action that we anticipate will include: 1- CAD Standards and CAD Operating Procedures /File Management;

and 2-Drawing clean-up (document integrity, and Naming Conventions (i.e. drawings layers, line-types, title block, and graphic views)). Additionally, support is needed for Autodesk software products including Revit, as the Office of Facilities has multiple premium licenses and FM Systems space, asset, move management, real estate portfolio, and strategic planning modules.

C.3.2 The CSOSA Office of Information Technology (OIT) staff periodically need assistance with FM: Systems and Autodesk products applications, hardware and software, and network configuration. For example, assistance is needed in development and maintaining automated imports of external sources such as BarScan inventory data into FM: Systems. The development of associated CAD layering is also needed to display the new data in FM: Systems with associated permissions to CSOSA property staff. Also, provide ad-hoc and “Over the Shoulder” knowledge transfer assistance on new software releases, updates and/or new Facilities staff for AutoCAD Architecture, Revit Architecture, FM Systems.

D. PACKING AND MARKING

All information and deliverables shall be delivered to the address shown in Section F.2 entitled - Place of Performance - and shall be marked as follows:

1. Name and address of the Contractor;

2. Contract/Order Number;

3. Description of item contained therein; and

4. Consignee's name and address.

E. INSPECTION AND ACCEPTANCE

E.1 Inspection and Acceptance

All work described in the statement of work 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 Government's Contracting Officer’s Representative (COR), who is responsible for inspection and acceptance of all services, material, or supplies to be provided by the Contractor.

F. DELIVERIES OR PERFORMANCE

F.1 Term of the Purchase order

The term of the purchase order shall be one (1) 12 –month base period, plus four (4) 12 month option periods.

The term of the purchase order may be extended in accordance with the option clauses contained herein.

F.2 Deliverable Schedule

All deliverables shall be provided to the COR in electronic format, unless otherwise specified, according to the appropriate schedule. Items specified for delivery are subject to the review of the COR before final acceptance.

The COR will respond to submitted deliverables within 2 business weeks of their receipt. The Contractor shall make revisions as deemed necessary.

Task Task Requirement Due Date

C.3.1

C.3.2

Meet with the Office of Facilities and Office of Information Technology staff

Within one week of effective date of award

C.3.1

C.3.2

Provide monthly status reports to the COR. Monthly

C.3.1

C.3.2

Provide technical and administrative assistance to the COR in responding to ad hoc inquiries and requests and completing other relevant program administration and related tasks in connection with FM:

System and CAD Software Support requirements

As required by the COR

F.3 Place of Performance

Some work will be performed at CSOSA offices to permit the Contractor access information technology files and software applications. Other work such as the organization of report formats or file organization can be managed offsite when the vendor has access to the same applications being utilized by CSOSA. The Contractor will be required to meet with CSOSA COR and OIT staff as requested.

Court Services and Offender Supervision Agency (CSOSA) Office of Facilities 633 Indiana Avenue, NW, 7th Floor Washington, DC 20004

F.4 Schedule of Performance

The Contractor’s estimated work schedule for Task C.3.1 is undetermined based on the undefined demand of support. A range of 80 hours per month as directed by the COR; with a range of 200 hours for the completion of the task. Task C.3.2 is an average of 8 hours per month and anticipated that the work to complete shall take

100 hours. At the discretion of the government, the actual number of hours per week or month may be adjusted during the performance period based upon the workload and needs of the Government.

F.5 Observation of Federal Holidays

No services shall be performed at the Government site or deliveries made on the Federal holidays listed below.

When a deliverable due date occurs on a weekend or Federal Holiday, the deliverable will be due on the following Government business day.

1. New Year’s Day January 1st

2. Martin Luther King Jr Day Third Monday in January

3. President’s Day Third Monday in February

4. Memorial Day Last Monday in May

5. Independence Day July 4th

6. Labor Day First Monday in September

7. Columbus Day Second Monday in October

8. Veteran’s Day November 11th

9. Thanksgiving Day Fourth Thursday in November

10. Christmas Day December 25th

*If the date falls on a Saturday, the Government holiday is the preceding Friday. If the date falls on a Sunday, the Government holiday is the following Monday.

G. CONTRACT ADMINISTRATION DATA

G.1 Authorities of Government Personnel

Notwithstanding the Contractor’s responsibility for total management during the performance of this purchase order, the administration of this contract will require maximum coordination between the Government and the Contractor. The following individuals will be the Government’s points of contact during the performance of this contract:

G.1.2 Contracting Officer

The CSOSA Contracting Officer is the only individual authorized to modify this order. The Contracting Officer responsible for administrative and contractual issues concerning this purchase order is:

Lawrence B. Toperoff Office of Procurement Court Services and Offender Supervision Agency 633 Indiana Avenue, NW, Suite 885 Washington, D.C. 20004 Phone: 202.220.5710 Email: Lawrence.toperoff@csosa.gov

G.1.3 Contracting Officer’s Representative (COR) Authority mailto:Lawrence.toperoff@csosa.gov

The COR will be completed at award.

(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. The term “technical direction” includes, without limitation, direction to the contractor that directs or redirects the labor effort, shifts the work between work areas or locations, fills in details and otherwise serves to ensure that tasks outlined in the work statement are accomplished satisfactorily.

(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 shall confirm oral direction in writing within five work days, with a copy to the Contracting Officer.

(d) The contractor shall proceed promptly with performance resulting from the technical direction issued by the Contracting Officer’s Representative. If, in the opinion of the contractor, any direction of the Contracting Officer’s Representative, 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 work day.

(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.1.4 Key Personnel

The key personnel specified in this contract are considered to be essential to work performance. At least 30 days prior to diverting any of the specified individuals to other programs or contracts (or as soon as possible, if an individual must be replaced, for example, as a result of leaving the employ of the Contractor), the Contractor shall notify the Contracting Officer and shall submit comprehensive justification for the diversion or replacement request (including proposed substitutions for key personnel) to permit evaluation by the Government of the impact on performance under this contract. The Contractor shall not divert or otherwise replace any key personnel without the written consent of the Contracting Officer. The Government may modify the contract to add or delete key personnel at the request of the contractor or Government.

The following individuals shall be considered key:

Name Title To be named at award.

G.2 Government-Furnished Property

The Government may provide Government property to the Contractor for use in the performance of this contract. The property shall be used and maintained by the Contractor. The Contractor shall be responsible and accountable for all government property; either furnished or acquired, and also is required to keep the Government's official records of Government property in their possession and control.

H. CONTRACT REQUIREMENTS

H.1 Non- Personal Services and Inherently Governmental Functions

Pursuant to FAR 37.1, no personal services shall be performed under this contract. All work requirements shall flow only from the COR to the Contractor's COR. No Contractor employee will be directly supervised by the Government. All employee assignments, and daily work direction, shall be given by the applicable Contractor supervisor. If the Contractor believes any Government action or communication has been given that would create a personal services relationship between the Government and any Contractor employee, the Contractor shall promptly notify the Contracting Officer of this communication or action.

Pursuant to FAR 7.5, the Contractor shall not perform any inherently governmental actions under this contract.

No Contractor employee shall hold him or herself out to be 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. In all communications with third parties in connection with this contract, Contractor employees shall identify themselves as Contractor employees and specify the name of the company for which they work. In all communications with other Government Contractors in connection with this contract, the Contractor employee shall state that they have no authority to in any way change this contract and that if the other Contractor believes this communication to be a direction to change their contract, they shall notify the Contracting Officer for that contract and not carry out the direction until a clarification has been issued by the Contracting Officer.

The Contractor shall ensure that all of its employees working on this contract are informed of the substance of this article. Nothing in this article shall limit the Government’s rights in any way under the other provisions of this contract, including those related to the Government’s right to inspect and accept the services to be performed under this contract. The substance of this article shall be included in all subcontracts at any tier.

I. CLAUSES

I.1 FAR 52.217-8 Option to Extend Services (Nov 1999)

The Government may require continued performance of any services within the limits and at the rates specified in the contract. These rates may be adjusted only as a result of revisions to prevailing labor rates provided by the Secretary of Labor. The option provision may be exercised more than once, but the total extension of performance hereunder shall not exceed 6 months. The Contracting Officer may exercise the option by written notice to the Contractor prior to contract expiration.

I.2 FAR 52.217-9 Option to Extend the Term of the Contract (Mar 2000)

(a) The Government may extend the term of this contract by written notice to the Contractor within 30 days;

provided that the Government gives the Contractor a preliminary written notice of its intent to extend at least 60 days before the contract expires. The preliminary notice does not commit the Government to an extension.

(b) If the Government exercises this option, the extended contract shall be considered to include this option clause.

(c) The total duration of this contract, including the exercise of any options under this clause, shall not exceed 60 months.

I.3 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/these address(es): http://www.acquisition.gov/far/ and HHSAR— www.hhs.gov/policies/hhsar/.

FEDERAL ACQUISITION REGULATION (FAR) (48 CFR CHAPTER 1)

CONTRACT CLAUSES

FAR Clause No. Title and Date 52.212-4 Contract Terms and Conditions - Commercial Items 52.219-6 Notice of Total Small Business Set-Aside (Nov 2011) 52.219-14 Limitations on Subcontracting (Nov 2011) 52.245-1 Government Property (Apr 2012)

I.4 FAR Clause 52.212-4 Contract Terms and Conditions—Commercial Items (MAY 2014) Clause is incorporated in full text with tailoring as specified pursuant to FAR 12.302.

(a) Inspection/Acceptance. The Contractor shall only tender for acceptance those items that conform to the requirements of this contract. The Government reserves the right to inspect or test any supplies or services that have been tendered for acceptance. The Government may require repair or replacement of nonconforming supplies or re-performance of nonconforming services at no increase in contract price. If repair/replacement or re-performance will not correct the defects or is not possible, the Government may seek an equitable price reduction or adequate consideration for acceptance of nonconforming supplies or services. The Government must exercise its post-acceptance rights—

Paragraph (a) , Inspection/Acceptance, is modified to add the following: Inspection under this contract will be accomplished by the COR in accordance with the contract requirements. The place of acceptance on the Government’s behalf for services or supplies furnished under this contract is as follows: Contracting Officer, Office of Procurement, Court Services and Offender Supervision Agency, 633 Indiana Avenue NW, Suite 880, Washington, DC 20004.

(1) Within a reasonable time after the defect was discovered or should have been discovered; and

(2) Before any substantial change occurs in the condition of the item, unless the change is due to the defect in the item.

http://www.acquisition.gov/far/ http://www.hhs.gov/policies/hhsar/

(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 Government wide 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 the Contract Disputes Act of 1978, as amended (41 U.S.C. 601-613).

Failure of the parties to this contract to reach agreement on any request for equitable adjustment, claim, appeal or action arising under or relating to this contract shall be a dispute to be resolved in accordance with the clause at FAR 52.233-1, Disputes, which is incorporated herein by reference. The Contractor shall proceed diligently with performance of this contract, pending final resolution of any dispute arising under the contract.

(e) Definitions. The clause at FAR 52.202-1, Definitions, is incorporated herein by reference.

(f) Excusable delays. The Contractor shall be liable for default unless nonperformance is caused by an occurrence beyond the reasonable control of the Contractor and without its fault or negligence such as, acts of God or the public enemy, acts of the 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, contract line item number and, if applicable, the order number;

(iv) Description, quantity, unit of measure, unit price and extended price of the items delivered;

(v) Shipping number and date of shipment, including the bill of lading number and weight of shipment if shipped on Government bill of lading;

(vi) Terms of any discount for prompt payment offered;

(vii) Name and address of official to whom payment is to be sent;

(viii) Name, title, and phone number of person to notify in event of defective invoice; and

(ix) Taxpayer Identification Number (TIN). The Contractor shall include its TIN on the invoice only if required elsewhere in this contract.

(x) Electronic funds transfer (EFT) banking information.

(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 (OMB) 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) Payment.—

(1) Items accepted. Payment shall be made for items accepted by the Government that have been delivered to the delivery destinations set forth in this contract.

(2) Prompt payment. The Government will make payment in accordance with the Prompt Payment Act (31 U.S.C. 3903) and prompt payment regulations at 5 CFR part 1315.

(3) Electronic Funds Transfer (EFT). If the Government makes payment by EFT, see 52.212-5(b) for the appropriate EFT clause.

(4) Discount. In connection with any discount offered for early payment, time shall be computed from the date of the invoice. For the purpose of computing the discount earned, payment shall be considered to have been made on the date which appears on the payment check or the specified payment date if an electronic funds transfer payment is made.

(5) Overpayments. If the Contractor becomes aware of a duplicate contract financing or invoice payment or that the Government has otherwise overpaid on a contract financing or invoice payment, the Contractor shall—

(i) Remit the overpayment amount to the payment office cited in the contract along with a description of the overpayment including the—

(A) Circumstances of the overpayment (e.g., duplicate payment, erroneous payment, liquidation errors, date(s) of overpayment);

(B) Affected contract number and delivery order number, if applicable;

(C) Affected contract line item or subline item, if applicable; and

(D) Contractor point of contact.

(ii) Provide a copy of the remittance and supporting documentation to the Contracting Officer.

(6) Interest.

(i) All amounts that become payable by the Contractor to the Government under this contract shall bear simple interest from the date due until paid unless paid within 30 days of becoming due. The interest rate shall be the interest rate established by the Secretary of the Treasury as provided in Section 611 of the Contract Disputes Act of 1978 (Public Law 95-563), which is applicable to the period in which the amount becomes due, as provided in (i)(6)(v) of this clause, and then at the rate applicable for each six-month period as fixed by the Secretary until the amount is paid.

(ii) The Government may issue a demand for payment to the Contractor upon finding a debt is due under the contract.

(iii) Final decisions. The Contracting Officer will issue a final decision as required by 33.211 if—

(A) The Contracting Officer and the Contractor are unable to reach agreement on the existence or amount of a debt within 30 days;

(B) The Contractor fails to liquidate a debt previously demanded by the Contracting Officer within the timeline specified in the demand for payment unless the amounts were not repaid because the Contractor has requested an installment payment agreement; or

(C) The Contractor requests a deferment of collection on a debt previously demanded by the Contracting Officer (see 32.607-2).

(iv) If a demand for payment was previously issued for the debt, the demand for payment included in the final decision shall identify the same due date as the original demand for payment.

(v) Amounts shall be due at the earliest of the following dates:

(A) The date fixed under this contract.

(B) The date of the first written demand for payment, including any demand for payment resulting from a default termination.

(vi) The interest charge shall be computed for the actual number of calendar days involved beginning on the due date and ending on—

(A) The date on which the designated office receives payment from the Contractor;

(B) The date of issuance of a Government check to the Contractor from which an amount otherwise payable has been withheld as a credit against the contract debt; or

(C) The date on which an amount withheld and applied to the contract debt would otherwise have become payable to the Contractor.

(vii) The interest charge made under this clause may be reduced under the procedures prescribed in 32.608-2 of the Federal Acquisition Regulation in effect on the date of this contract.

(j) Risk of loss. Unless the contract specifically provides otherwise, risk of loss or damage to the supplies provided under this contract shall remain with the Contractor until, and shall pass to the Government upon:

(1) Delivery of the supplies to a carrier, if transportation is f.o.b. origin; or

(2) Delivery of the supplies to the Government at the destination specified in the contract, if transportation is f.o.b. destination.

(k) Taxes. The contract price includes all applicable Federal, State, and local taxes and duties.

(l) Termination for the Government's convenience. The Government reserves the right to terminate this contract, or any part hereof, for its sole convenience. In the event of such termination, the Contractor shall immediately stop all work hereunder and shall immediately cause any and all of its suppliers and subcontractors to cease work. Subject to the terms of this contract, the Contractor shall be paid a percentage of the contract price reflecting the percentage of the work performed prior to the notice of termination, plus reasonable charges the Contractor can demonstrate to the satisfaction of the Government using its standard record keeping system, have resulted from the termination. The Contractor shall not be required to comply with the cost accounting standards or contract cost principles for this purpose. This paragraph does not give the

Government any right to audit the Contractor's records. The Contractor shall not be paid for any work performed or costs incurred which reasonably could have been avoided.

(m) Termination for cause. The Government may terminate this contract, or any part hereof, for cause in the event of any default by the Contractor, or if the Contractor fails to comply with any contract terms and conditions, or fails to provide the Government, upon request, with adequate assurances of future performance.

In the event of termination for cause, the Government shall not be liable to the Contractor for any amount for supplies or services not accepted, and the Contractor shall be liable to the Government for any and all rights and remedies provided by law. If it is determined that the Government improperly terminated this contract for default, such termination shall be deemed a termination for convenience.

(n) Title. Unless specified elsewhere in this contract, title to items furnished under this contract shall pass to the Government upon acceptance, regardless of when or where the Government takes physical possession.

(o) Warranty. The Contractor warrants and implies that the items delivered hereunder are merchantable and fit for use for the particular purpose described in this contract.

(p) Limitation of liability. Except as otherwise provided by an express warranty, the Contractor will not be liable to the Government for consequential damages resulting from any defect or deficiencies in accepted items.

(q) Other compliances. The Contractor shall comply with all applicable Federal, State and local laws, executive orders, rules and regulations applicable to its performance under this contract.

(r) Compliance with laws unique to Government contracts. The Contractor agrees to comply with 31 U.S.C.

1352 relating to limitations on the use of appropriated funds to influence certain Federal contracts; 18 U.S.C.

431 relating to officials not to benefit; 40 U.S.C. 3701, et seq., Contract Work Hours and Safety Standards Act;

41 U.S.C. 51-58, Anti-Kickback Act of 1986; 41 U.S.C. 4712 and 10 U.S.C. 2409 relating to whistleblower protections; 49 U.S.C. 40118, Fly American; and 41 U.S.C. 423 relating to procurement integrity.

(s) Order of precedence. Any inconsistencies in this solicitation or contract shall be resolved by giving precedence in the following order:

(1) The schedule of supplies/services.

(2) The Assignments, Disputes, Payments, Invoice, Other Compliances, Compliance with Laws Unique to Government Contracts, and Unauthorized Obligations paragraphs of this clause;

(3) The clause at 52.212-5.

(4) Addenda to this solicitation or contract, including any license agreements for computer software.

(5) Solicitation provisions if this is a solicitation.

(6) Other paragraphs of this clause.

(7) The Standard Form 1449.

(8) Other documents, exhibits, and attachments

(9) The specification.

(t) System for Award Management (SAM).

(1) Unless exempted by an addendum to this contract, the Contractor is responsible during performance and through final payment of any contract for the accuracy and completeness of the data within the SAM database, and for any liability resulting from the Government's reliance on inaccurate or incomplete data. To remain registered in the SAM database after the initial registration, the Contractor is required to review and update on an annual basis from the date of initial registration or subsequent updates its information in the SAM database to ensure it is current, accurate and complete. Updating information in the SAM does not alter the terms and conditions of this contract and is not a substitute for a properly executed contractual document.

(2)(i) If a Contractor has legally changed its business name, "doing business as" name, or division name (whichever is shown on the contract), or has transferred the assets used in performing the contract, but has not completed the necessary requirements regarding novation and change-of-name agreements in FAR subpart 42.12, the Contractor shall provide the responsible Contracting Officer a minimum of one business day's written notification of its intention to (A) change the name in the SAM database; (B) comply with the requirements of subpart 42.12; and (C) agree in writing to the timeline and procedures specified by the responsible Contracting Officer. The Contractor must provide with the notification sufficient documentation to support the legally changed name.

(ii) If the Contractor fails to comply with the requirements of paragraph (t)(2)(i) of this clause, or fails to perform the agreement at paragraph (t)(2)(i)(C) of this clause, and, in the absence of a properly executed novation or change-of-name agreement, the SAM information that shows the Contractor to be other than the Contractor indicated in the contract will be considered to be incorrect information within the meaning of the "Suspension of Payment" paragraph of the electronic funds transfer (EFT) clause of this contract.

(3) The Contractor shall not change the name or address for EFT payments or manual payments, as appropriate, in the SAM record to reflect an assignee for the purpose of assignment of claims (see Subpart 32.8, Assignment of Claims). Assignees shall be separately registered in the SAM database. Information provided to the Contractor's SAM record that indicates payments, including those made by EFT, to an ultimate recipient other than that Contractor will be considered to be incorrect information within the meaning of the "Suspension of payment" paragraph of the EFT clause of this contract.

(4) Offerors and Contractors may obtain information on registration and annual confirmation requirements via SAM accessed through https://www.acquisition.gov.

(u) Unauthorized Obligations.

(1) Except as stated in paragraph (u)(2) of this clause, when any supply or service acquired under this contract is subject to any End User License Agreement (EULA), Terms of Service (TOS), or similar legal instrument or agreement, that includes any clause requiring the Government to indemnify the Contractor or any person or entity for damages, costs, fees, or any other loss or liability that would create an Anti-Deficiency Act violation (31 U.S.C. 1341), the following shall govern:

(i) Any such clause is unenforceable against the Government.

(ii) Neither the Government nor any Government authorized end user shall be deemed to have agreed to such clause by virtue of it appearing in the EULA, TOS, or similar legal instrument or agreement. If the EULA, TOS, or similar legal instrument or agreement is invoked through an “I agree” click box or other comparable mechanism (e.g., “click-wrap” or “browse-wrap” agreements), execution does not bind the Government or any Government authorized end user to such clause.

(iii) Any such clause is deemed to be stricken from the EULA, TOS, or similar legal instrument or agreement.

(2) Paragraph (u)(1) of this clause does not apply to indemnification by the Government that is expressly authorized by statute and specifically authorized under applicable agency regulations and procedures.

I.5 FAR Clause 52.217-8 Option to Extend Services (NOV 1999)

The Government may require continued performance of any services within the limits and at the rates specified in the contract. These rates may be adjusted only as a result of revisions to prevailing labor rates https://www.acquisition.gov/ provided by the Secretary of Labor. The option provision may be exercised more than once, but the total extension of performance hereunder shall not exceed 6 months. The Contracting Officer may exercise the option by written notice to the Contractor within 60 days.

I.6 FAR Clause 52.217-9 Option to Extend the Term of the Contract (MAR 2000)

(a) The Government may extend the term of this contract by written notice to the Contractor within 30 days;

provided that the Government gives the Contractor a preliminary written notice of its intent to extend at least 60 days before the contract expires. The preliminary notice does not commit the Government to an extension.

(b) If the Government exercises this option, the extended contract shall be considered to include this option clause.

(c) The total duration of this contract, including the exercise of any options under this clause, shall not exceed 60 months/5 years.

I.7 FAR Clause 52.228-5 Insurance—Work on a Government Installation (JAN 1997)

(a) The Contractor shall, at its own expense, provide and maintain during the entire performance of this contract, at least the kinds and minimum amounts of insurance required in the Schedule or elsewhere in the contract.

(b) Before commencing work under this contract, the Contractor shall notify the Contracting Officer in writing that the required insurance has been obtained. The policies evidencing required insurance shall contain an endorsement to the effect that any cancellation or any material change adversely affecting the Government’s interest shall not be effective—

(1) For such period as the laws of the State in which this contract is to be performed prescribe; or

(2) Until 30 days after the insurer or the Contractor gives written notice to the Contracting Officer, whichever period is longer.

(c) The Contractor shall insert the substance of this clause, including this paragraph (c), in subcontracts under this contract that require work on a Government installation and shall require subcontractors to provide and maintain the insurance required in the Schedule or elsewhere in the contract. The Contractor shall maintain a copy of all subcontractors’ proofs of required insurance, and shall make copies available to the Contracting Officer upon request.

I.8 CSOSA Clause - Vendor Information Security (2013)

All electronic data containing personally identifiable information (PII) regarding CSOSA staff, offenders and/or clients, must reside within the boundaries of the CSOSA data center. Vendors are prohibited from creating, processing, and/or storing electronic data and information containing personally identifiable information (PII) regarding CSOSA staff, offenders and/or clients on other than government-owned and furnished computing equipment. To clarify , vendors may not create, process, or store electronic data and information containing personally identifiable information (PII) regarding CSOSA staff, offenders and/or clients on the company computer systems, servers, laptops, mobile devices, smartphones, USB drives, or any online or cloud storage or file back-up system (including by not limited to Dropbox, Google Docs, iCloud, SkyDrive, Mozy, etc. As appropriate, vendors will obtain CSOSA network and computer systems user accounts, including capabilities for secure remote access where appropriate, and be subject to all agency policies and operational instructions regarding information security and privacy. In the case of secure remote access, the vendor would access the secure CSOSA network via their company or personal computers; however all electronic data and information creation, processing, and storage must occur only on CSOSA servers and information systems via the secure remote connection. Any exceptions must be formally approved in writing by the CSOSA Director, Chief Privacy Officer, Chief Information Security Officer, Records Management Officer, and formally distributed to the vendor in writing via the authorized CSOSA Contracting Officer. If exceptions are granted, specific information security and privacy requirements will be determined and formally provided to the vendor, via a formal modification to the contract, at time of approval. Such requirements will include at minimum, compliance with the Federal Information Security Management Act, privacy Act of 1974, and other applicable laws, regulations, policies and requirements.

The term “personally identifiable information” refers to information which can be used to distinguish or trace an individual's identity, such as their name, social security number, biometric records, etc. alone, or when combined with other personal or identifying information which is linked or linkable to a specific individual, such as date and place of birth, mother’s maiden name, etc.

Data Security: Loss and/or Disclosure of Personally Identifiable Information (PII) – Notification of Data Breach

By acceptance of, or performance on, this contract, the contractor agrees that in the event of any actual or suspected breach of such data (i.e., loss of control, compromise, unauthorized disclosure, access for an unauthorized purpose, or other unauthorized access, whether physical or electronic), the contractor will immediately (and in no event later than within one hour of discovery) report the breach to CSOSA’s Chief Information Officer and the Contracting Officer's Representative (COR) or Contracting Officer (CO).

I.9 CSOSA Clause – Personnel Security Requirements (2013)

The Contractor agrees to adhere to all regulations prescribed by the Government in regards to the safety and security of staff and offenders/defendants. All Contractor personnel utilized under this contract shall submit to a Government background investigation prior to performing. The intent and purpose of the background investigation is to preclude the assignment of any individual who poses a threat to the Government or successful work completion due to past unlawful or inappropriate behavior. Contractor personnel must be U.S.

citizens, or be lawfully permitted to reside in the United States and possess a valid work permit. The Contractor shall ensure that an individual does not begin work under this contract until the appropriate background checks are conducted and approved by the CSOSA Office of Security.

Seven (7) days prior to the award of this contract, the contractor must provide the following information to the Office of Procurement on each individual anticipated to be assigned to this contract: complete name, social security number, date of birth, place of birth, race and sex. The Office of Procurement will forward this information to the Office of Security to conduct a preliminary security approval. Once a preliminary security approval is conducted and approved, the Office of Security will issue a preliminary employment security approval to the Office of Procurement, who in turn will notify the Contractor. Only at that time may the Contractor notify an individual to begin work under this contract.

Once an individual has been granted an interim security approval, they can begin work. However, they must undergo a background investigation. The Contractor will ensure that each individual assigned to this contract provides the following forms to the Office of Procurement within 10 business days after the preliminary security approval is granted. The following forms will be provided and must be completed:

• SF-85P, Questionnaire for Public Trust Positions

• CSOSA credit release

• OF 306, Declaration for Federal Employment

• FD 258, Fingerprint Cards

• PIV Form (to be completed by Office of Procurement)

• CSOSA Temporary Contractor / Employee Form

Derogatory information, falsification of any forms, or refusal to supply information and/or forms may be considered justification for immediate denial/removal of the individual. CSOSA has the right to request any additional information necessary to complete the investigation process. If contract personnel fail to provide any of the above information or cooperate with the CSOSA Office of Security he/she will be removed immediately.

If an individual is terminated, resigns or for any other reason is no longer on the contract, the Contractor shall ensure that all previously issued Government equipment and material is retrieved from that individual and returned to the Office of Procurement within three (3) business days. The Contractor must notify the Office of Procurement, not later than the next business day that the individual is no longer working on the contract. In addition, by the next business day the Contractor will identify a replacement and provide the individual with the appropriate security forms listed above. The contractor will also provide the Office of Procurement with the complete name, social security number, date of birth, place of birth, race and sex of the anticipated replacement so that the Office of Security can process security checks to grant an interim security approval.

Once the interim security approval is granted the replacement can begin work. However, within 10 business days from the interim security approval the individual must complete the above forms and submit them to the Office of Procurement in order for the Office of Security to conduct a full background investigation.

Contractor personnel shall wear or display CSOSA issued identification at all times when performing work at a CSOSA facility. Contractor personnel shall not share/loan any CSOSA identification, all individuals assigned to this contract must report to the Office of Security immediately if their agency identification is lost/misplaced and/or stolen.

Any individual who has been temporarily removed or resigned may be required to undergo another background investigation before resuming any position.

By responding to the Government’s solicitation, the Contractor agrees to provide the requested information and cooperate with the above listed procedures. A Contractor who does not pass the security clearances will be unable to perform services under this contract. The final determination and completion of the security investigation procedures will be made at the sole discretion of the Government. Any contractor personnel deemed not suitable by the Government’s requirements will be denied access to perform services under this contract.

I.10 CSOSA Clause - Records Management Language for Contracts (2013)

1. The Contractor must manage Federal records in accordance with applicable records management laws and regulations, including but not limited to the Federal Records Act 44 U.S.C. Chapters 21, 29, 31 and 33;

Freedom of Information Act (5 U.S.C. 552); Privacy Act (5 U.S.C. 552a); and 36 CFR Part 1222 and Part 1228.

2. Contractor shall treat all deliverables under the contract as the property of the U.S. Government for which the Government Agency shall have unlimited rights to inspect, use, dispose of, or disclose such data contained therein as it determines to be in the Agency’s or the public interest.

3. Contractor shall not retain, use, sell, or disseminate copies of any deliverable that contains information covered by the…