DJO-OCIO-16-R-0038.pdf

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 42

DJO-OCIO-16-P-0068

DJO-OCIO-16-R-0038 02-26-2016

JOHN CULMER 202-307-6879 03-07-2016

12:00

OA/AMD

Acquisition Management Division

DOJ, Office of Justice Programs

810 7th Street, N.W.

Washington DC 20531

X

541511

$27.5 Million

N/A

X

OA/AMD

Acquisition Management Division

Office of the Chief Financial Officer

Attn: Invoices

See CONTINUATION Page

This solicitation is issued as a Request for Proposal for a Firm Fixed Price (FFP) purchase order. All responsible sources amy submit a proposal in response to this solicitation which shall be considered. A Purchase Order may be awarded resulting from this solicitation to the responsible offeror whose offer conforms to the solicitation and is most advantageous to the Government.

See CONTINUATION Page

X X

JOY GARRETT-BEY

DJO-OCIO-16-R-0038

Table of Contents

SECTION A

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

SECTION B - CONTINUATION BLOCK

B.1 PRICE/COST SCHEDULE

ITEM INFORMATION

SECTION C - CONTRACT CLAUSES

C.1 52.212-4 CONTRACT TERMS AND CONDITIONS—COMMERCIAL ITEMS (MAY 2015) ... 5

C.2 52.219-14 LIMITATIONS ON SUBCONTRACTING (NOV 2011)

C.3 52.219-28 POST-AWARD SMALL BUSINESS PROGRAM REREPRESENTATION (JUL 2013)

C.4 OJP 2852.204-73 INDEMNIFICATION (MAR 2001)

C.5 OJP 2852.209-72 ORGANIZATIONAL CONFLICT OF INTEREST (MAR 2012)

C.6 OJP 2852.212-70 NOTICE TO THE GOVERNMENT OF DELAYS (FEB 2012)

C.7 OJP 2852.224-70 DISCLOSURE OF DATA UNDER THE FREEDOM OF INFORMATION ACT

(FOIA) (MAR 2001)

C.8 OJP 2852.232-70 DEBT COLLECTION (APR 2001)

C.9 OJP 2852.242-70 PACKING AND MARKING (MAR 2001)

C.10 OJP 2852.242-75 DELIVERABLES (MAR 2001)

C.11 OJP 2852.242-76 CONTRACTING OFFICER (FEB 2012)

C.12 OJP 2852.242-78 CONTRACT ADMINISTRATION (MAR 2001)

C.13 OJP 2852.242-79 MODIFICATION AUTHORITY (MAR 2001)

C.14 OJP 2852.242-80 WITHHOLDING OF PAYMENT (MAR 2001)

C.15 OJP 2852.242-84 ELECTRONIC FUNDS TRANSFER (APR 2001)

C.16 OJP 2852.242-91 CONTRACT COMMUNICATIONS/CORRESPONDENCE (MAR 2001)

C.17 52.232-40 PROVIDING ACCELERATED PAYMENTS TO SMALL BUSINESS

SUBCONTRACTORS (DEC 2013)

C.18 OJP 2852.232-72 INVOICES/PAYMENTS (FEB 2013)

C.19 OJP 2852.239-70 SECTION 508 COMPLIANCE (MAR 2001)

C.20 OJP 2852.239-71 COMPLIANCE WITH THE AMERICANS WITH DISABILITIES ACT OF

1990 (42 U.S.C SECTION 12101) (MAR 2001)

C.21 OJP 2852.209-74 CONTRACTOR INTERNAL CONFIDENTIALITY AGREEMENTS OR

STATEMENTS PROHIBITING OR RESTRICTING REPORTING OF WASTE, FRAUD, AND

ABUSE — SOLICITATION (DEVIATION 2015-02) (MAR 2015)

C.22 OJP 2852.209-70 CORPORATE REPRESENTATION REGARDING FELONY CONVICTION

UNDER ANY FEDERAL LAW OR UNPAID DELINQUENT TAX LIABILITY (DEVIATION 2015-

02) (MAR 2015)

C.23 OJP 2852.242-87 METHOD OF PAYMENT (MAR 2001)

DJO-OCIO-16-R-0038

C.24 OJP 2852.209-71 CORPORATE REPRESENTATION REGARDING FELONY CONVICTION

UNDER ANY FEDERAL LAW OR UNPAID DELINQUENT TAX LIABILITY (DEVIATION 2015-

02) (MAR 2015)

C.25 OJP 2852.204-78 SECURITY OF DEPARTMENT INFORMATION AND SYSTEMS (APR

2015)

C.26 52.212-5 CONTRACT TERMS AND CONDITIONS REQUIRED TO IMPLEMENT

STATUTES OR EXECUTIVE ORDERS—COMMERCIAL ITEMS (DEC 2015)

SECTION E - SOLICITATION PROVISIONS

E.1 52.212-2 EVALUATION—COMMERCIAL ITEMS (OCT 2014)

E.2 52.212-3 OFFEROR REPRESENTATIONS AND CERTIFICATIONS—COMMERCIAL ITEMS

(NOV 2015)

DJO-OCIO-16-R-0038 Section B

SECTION B - CONTINUATION BLOCK

B.1 PRICE/COST SCHEDULE

ITEM INFORMATION

ITEM

NUMBER

DESCRIPTION OF

SUPPLIES/SERVICES QUANTITY UNIT UNIT PRICE AMOUNT

0001 AgilePoint Annual

Maintenance

Product to support one year of maintenance and includes the following:

AgilePoint BPM Standard

Edition

1 AgilePoint Envision

1 AgilePoint Developer

2 AgilePoint Production

Servers (up to 2 CPUs only)

10 Process Templates

Contract Period: Base

POP Begin: 03-21-2016

POP End: 03-20-2017

1.00 LS __________________ __________________

GRAND TOTAL __________________

DJO-OCIO-16-R-0038 Section C

SECTION C - CONTRACT CLAUSES

C.1 52.212-4 CONTRACT TERMS AND CONDITIONS—COMMERCIAL ITEMS (MAY 2015)

(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 reperformance of nonconforming services at no increase in contract price. If repair/replacement or reperformance will not correct the defects or is not possible, the 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—

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

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

(b) Assignment. The Contractor or its assignee may assign its rights to receive payment due as a result of performance of this contract to a bank, trust company, or other financing institution, including any Federal lending agency in accordance with the Assignment of Claims Act (31 U.S.C. 3727). However, when a third party makes payment (e.g., use of the Governmentwide commercial purchase card), the Contractor may not assign its rights to receive payment under this contract.

(c) Changes. Changes in the terms and conditions of this contract may be made only by written agreement of the parties.

(d) Disputes. This contract is subject to 41 U.S.C. chapter 71, Contract Disputes. Failure of the parties to this contract to reach agreement on any request for equitable adjustment, claim, appeal or action arising under or relating to this contract shall be a dispute to be resolved in accordance with the clause at 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 41 U.S.C. 7109, which is applicable to the period in which the amount becomes due, as provided in (i)(6)(v) of this clause, and then at the rate applicable for each six-month period as fixed by the Secretary until the amount is paid.

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

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

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

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

(C) The Contractor requests a deferment of collection on a debt previously demanded by the Contracting

Officer (see 32.607-2).

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

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

(A) The date fixed under this contract.

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

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

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

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

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

(vii) The interest charge made under this clause may be reduced under the procedures prescribed in 32.608-

2 of the Federal Acquisition Regulation in effect on the date of this contract.

(j) Risk of loss. Unless the contract specifically provides otherwise, risk of loss or damage to the supplies provided under this contract shall remain with the Contractor until, and shall pass to the 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. chapter 37, Contract Work Hours and Safety Standards; 41

U.S.C. chapter 87, Kickbacks; 41 U.S.C. 4712 and 10 U.S.C. 2409 relating to whistleblower protections; 49

U.S.C. 40118, Fly American; and 41 U.S.C. chapter 21 relating to procurement integrity.

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

(1) The schedule of supplies/services.

(2) The Assignments, Disputes, Payments, Invoice, Other Compliances, Compliance with Laws Unique to

Government Contracts, and Unauthorized Obligations paragraphs of this clause;

(3) The clause at 52.212-5.

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

(5) Solicitation provisions if this is a solicitation.

(6) Other paragraphs of this clause.

(7) The Standard Form 1449.

(8) Other documents, exhibits, and attachments

(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.

(v) Incorporation by reference. The Contractor’s representations and certifications, including those completed electronically via the System for Award Management (SAM), are incorporated by reference into the contract.

https://www.acquisition.gov/

C.2 52.219-14 LIMITATIONS ON SUBCONTRACTING (NOV 2011)

(a) This clause does not apply to the unrestricted portion of a partial set-aside.

(b) Applicability. This clause applies only to—

(1) Contracts that have been set aside or reserved for small business concerns or 8(a) concerns;

(2) Part or parts of a multiple-award contract that have been set aside for small business concerns or 8(a) concerns; and

(3) Orders set aside for small business or 8(a) concerns under multiple-award contracts as described in 8.405-

5 and 16.505(b)(2)(i)(F).

(c) By submission of an offer and execution of a contract, the Offeror/Contractor agrees that in performance of the contract in the case of a contract for—

(1) Services (except construction). At least 50 percent of the cost of contract performance incurred for personnel shall be expended for employees of the concern.

(2) Supplies (other than procurement from a nonmanufacturer of such supplies). The concern shall perform work for at least 50 percent of the cost of manufacturing the supplies, not including the cost of materials.

(3) General construction. The concern will perform at least 15 percent of the cost of the contract, not including the cost of materials, with its own employees.

(4) Construction by special trade contractors. The concern will perform at least 25 percent of the cost of the contract, not including the cost of materials, with its own employees.

C.3 52.219-28 POST-AWARD SMALL BUSINESS PROGRAM REREPRESENTATION (JUL 2013)

(a) Definitions. As used in this clause—

Long-term contract means a contract of more than five years in duration, including options. However, the term does not include contracts that exceed five years in duration because the period of performance has been extended for a cumulative period not to exceed six months under the clause at 52.217-8, Option to Extend

Services, or other appropriate authority.

Small business concern means a concern, including its affiliates, that is independently owned and operated, not dominant in the field of operation in which it is bidding on Government contracts, and qualified as a small business under the criteria in 13 CFR part 121 and the size standard in paragraph (c) of this clause. Such a concern is "not dominant in its field of operation" when it does not exercise a controlling or major influence on a national basis in a kind of business activity in which a number of business concerns are primarily engaged. In determining whether dominance exists, consideration shall be given to all appropriate factors, including volume of business, number of employees, financial resources, competitive status or position, ownership or control of materials, processes, patents, license agreements, facilities, sales territory, and nature of business activity.

(b) If the Contractor represented that it was a small business concern prior to award of this contract, the

Contractor shall rerepresent its size status according to paragraph (e) of this clause or, if applicable, paragraph

(g) of this clause, upon the occurrence of any of the following:

(1) Within 30 days after execution of a novation agreement or within 30 days after modification of the contract to include this clause, if the novation agreement was executed prior to inclusion of this clause in the contract.

(2) Within 30 days after a merger or acquisition that does not require a novation or within 30 days after modification of the contract to include this clause, if the merger or acquisition occurred prior to inclusion of this clause in the contract.

(3) For long-term contracts—

(i) Within 60 to 120 days prior to the end of the fifth year of the contract; and

(ii) Within 60 to 120 days prior to the date specified in the contract for exercising any option thereafter.

(c) The Contractor shall rerepresent its size status in accordance with the size standard in effect at the time of this rerepresentation that corresponds to the North American Industry Classification System (NAICS) code assigned to this contract. The small business size standard corresponding to this NAICS code can be found at http://www.sba.gov/content/table-small-business-size-standards.

(d) The small business size standard for a Contractor providing a product which it does not manufacture itself, for a contract other than a construction or service contract, is 500 employees.

(e) Except as provided in paragraph (g) of this clause, the Contractor shall make the representation required by paragraph (b) of this clause by validating or updating all its representations in the Representations and

Certifications section of the System for Award Management (SAM) and its other data in SAM, as necessary, to ensure that they reflect the Contractor's current status. The Contractor shall notify the contracting office in writing within the timeframes specified in paragraph (b) of this clause that the data have been validated or updated, and provide the date of the validation or update.

(f) If the Contractor represented that it was other than a small business concern prior to award of this contract, the Contractor may, but is not required to, take the actions required by paragraphs (e) or (g) of this clause.

(g) If the Contractor does not have representations and certifications in SAM, or does not have a representation in SAM for the NAICS code applicable to this contract, the Contractor is required to complete the following rerepresentation and submit it to the contracting office, along with the contract number and the date on which the rerepresentation was completed:

The Contractor represents that it [ ] is, [ ] is not a small business concern under NAICS Code 541511 assigned to contract number .

[Contractor to sign and date and insert authorized signer's name and title].

C.4 OJP 2852.204-73 INDEMNIFICATION (MAR 2001)

(a) Responsibility for Government Property

1. The Contractor assumes full responsibility for and shall indemnify the Government against any and all losses or damage or whatsoever kind and nature to any and all Government property, including any equipment, supplies, accessories, or parts furnished, while in his custody and care for storage, repairs or service to be performed under the terms of this order, resulting in whole or in part from the negligent acts or omissions of the

Contractor, and subcontractor, or any employee, agent or representative of the Contractor or subcontractor.

2. If due to the fault, negligent acts (whether by commission or omission) and/or dishonesty of the

Contractor or its employees, any Government owned or controlled property is lost or damaged as a result of the

Contractor's performance of this order the Contractor shall be responsible to the Government for such loss or damage, and the Government, at its option, may require the Contractor to make repairs or, if the property is lost or damaged beyond economical repair, to reimburse the Government in an amount determined by the

Contracting Officer.

(b) Hold Harmless and Indemnification Agreement. 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 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, http://www.sba.gov/content/table-small-business-size-standards operation, or performance of work under the terms of this order, resulting in whole or in part from the negligent acts or omissions to the Contractor, any subcontractor, or any employee, agent or representative of the

Contractor or subcontractor.

(c) Government's Right of Recovery. Nothing in the above paragraphs shall be considered to preclude the

Government from receiving the benefits of any insurance the Contractor may carry which provided for the indemnification of any loss or destruction of, or damages to property in the custody and care of the Contractor where such loss, destruction or damage is to Government property. The Contractor shall do nothing to prejudice the Government's right to recover against third parties for any loss, destruction of or damage to

Government property, and upon the request of the Contracting Officer shall, at the Government's expense, furnish to the Government all reasonable assistance and cooperation (including assistance in the prosecution of suit and the execution of instruments of assignment in favor of the Government) in obtaining recovery.

C.5 OJP 2852.209-72 ORGANIZATIONAL CONFLICT OF INTEREST (MAR 2012)

(a) The policy of the OJP is to avoid contracting with Contractors who have unacceptable organizational conflicts of interest (OCI) under FAR Subpart 9.5. An OCI means that because of existing or planned activities, a Contractor is unable or potentially unable to render impartial assistance to the agency, or has an unfair competitive advantage, or the Contractor's objectivity is, or might be, impaired.

The following examples illustrate situations in which an OCI may arise. They are not all inclusive, but are intended to help the CO apply general guidance to individual contract situations:

(1) Unequal access to information. Access to "nonpublic information" as part of the performance of an OJP contract could provide the Contractor a competitive advantage in a later competition for another OJP contract.

Such an advantage could easily be perceived as unfair by a competing vendor who is not given similar access to the relevant information

(2) Biased ground rules. A Contractor in the course of performance of an OJP contract, has in some fashion established important "ground rules" for another OJP contract, where the same Contractor may be a competitor.

For example, a Contractor may have developed the requirements or drafted the statement of work, specifications, or evaluation criteria of a future OJP procurement. The primary concern of the OJP in this case is that a Contractor so situated could slant key aspects of a procurement in its own favor, to the unfair disadvantage of competing vendors

(3) Impaired objectivity. A Contractor in the course of performance of an OJP contract is placed in a situation of providing assessment and evaluation findings over itself, or another business division, or subsidiary of the same corporation, or other entity with which it has a significant financial relationship. The concern in this case is that the Contractor's ability to render impartial advice to the OJP could appear to be undermined by the

Contractor's financial or other business relationship to the entity whose work product is being assessed or evaluated.

It is not the intention of the OJP to foreclose a vendor from a competitive acquisition due to a perceived OCI.

OJP Contracting Officers (CO) are fully empowered to evaluate each potential OCI scenario based upon the applicable facts and circumstances. The final determination of such action may be negotiated between the impaired vendor and the CO. The OJP is committed to working with potential vendors to eliminate or mitigate actual and perceived OCI situations, without detriment to the integrity of the competitive process, the mission of the OJP, or the legitimate business interests of the vendor community.

(b) Work under this contract may create a future OCI that could prohibit the Contractor from competing for, or being awarded future OJP contracts.

(c) The Contractor shall provide a statement in its proposal which describes in a concise manner all past, present or planned organizational, financial, contractual or other interest(s) with an organization regulated by

OJP, or with an organization whose interests may be substantially affected by OJP activities, and which is related to the work under this solicitation. The interest(s) described shall include those of the Contractor, its affiliates, proposed consultants, proposed subcontractors and key personnel of any of the above. Past interest shall be limited to within one year of the date of the Contractor's technical proposal. Key personnel shall include any person owning more than 20% interest in the Contractor, and the Contractor's corporate officers, its senior managers and any employee who is responsible for making a decision or taking an action on this contract where the decision or action can have an economic or other impact on the interests of a regulated or affected organization.

(d) The Contractor shall describe in detail why it believes, in light of the interest(s) identified in (c) above, that performance of the proposed contract can be accomplished in an impartial and objective manner.

(e) In the absence of any relevant interest identified in (a) above, the Contractor shall submit in its proposal a statement certifying that to its best knowledge and belief no such fact(s) exist relevant to a possible OCI, as defined by FAR Subpart 9.5. The Contractor must obtain the same information from potential subcontractors prior to award of a subcontract.

(f) The CO will review the statement submitted and may require additional relevant information from the

Contractor. All such information, and any other relevant information known to OJP, will be used to determine whether an award to the Contractor may create an OCI. If any such OCI is found to exist, the CO may:

(1) disqualify the Contractor, or

(2) determine that it is otherwise in the best interest of the United States to contract with the Contractor and include appropriate provisions to mitigate or avoid such conflict in the contract awarded.

(g) The refusal to provide the disclosure or representation, or any additional information required, may result in disqualification of the Contractor for award. If nondisclosure or misrepresentation is discovered after award, the resulting contract may be terminated. If after award the Contractor discovers an OCI with respect to the contract awarded as a result of this solicitation, which could not reasonably have been known prior to award, an immediate and full disclosure shall be made in writing to the CO. The disclosure shall include a full description of the OCI, a description of the action the Contractor has taken, or proposes to take, to avoid or mitigate such conflict. The CO may, however, terminate the contract for convenience if he or she deems that termination is in the best interest of the Government.

(h) Mitigation plans. The Contractor will be required to permit a Government audit of internal OCI mitigation procedures for verification purposes. The OJP reserves the right to reject a mitigation plan, if in the opinion of the CO, such a plan is not in the best interests of the OJP. Additionally, after award the OJP will review and audit OCI mitigation plans as needed, in the event of changes in the vendor community due to mergers, consolidations, or any unanticipated circumstances that may create an unacceptable OCI.

(i) This clause shall not exclude the Contractor from performing work under any amendment or modification to this contract or from competing for award for any future contract for work that is the same or similar to work performed under this contract.

(j) The term "Contractor" as used in this clause, includes any person, firm or corporation which has a majority or controlling interest in the Contractor or in any parent corporation thereof, any person, firm, or corporation in or as to which the Contractor (or any parent or subsidiary corporation thereof) has a majority or controlling interest. The term also includes the corporate officers of the Contractor, those of any corporation which has a majority or controlling interest in the Contractor, and those of any corporation in which the Contractor (or any parent or subsidiary corporation thereof) has a majority or controlling interest.

(k) Pursuant to FAR 9.503, OJP may in its sole discretion, waive any provisions of this clause if deemed in the best interest of the Government. The exclusions contained in this clause shall apply for the duration of this contract and for three (3) years after completion and acceptance of all work performed hereunder.

(l) If any provision of this clause excludes the Contractor from competition for, or award of any contract, the

Contractor shall not be permitted to serve as a subcontractor, at any tier, on such contract. This clause shall be incorporated into any subcontracts or consultant agreements awarded under this contract unless the CO determines otherwise.

C.6 OJP 2852.212-70 NOTICE TO THE GOVERNMENT OF DELAYS (FEB 2012)

In the event the Contractor encounters difficulty in meeting the performance requirements, or when he anticipates difficulty in complying with the contract delivery schedule or completion date, or whenever the

Contractor has knowledge that any actual or potential situation is delaying or threatens to delay the timely performance of this contract, the Contractor shall immediately notify the Contracting Officer and the COR, in writing, giving pertinent details; provided, however, that this data shall be informational only in character and that this clause shall not be construed as a waiver by the Government or any delivery schedule or date, or any rights or remedies provided by law or under this contract.

C.7 OJP 2852.224-70 DISCLOSURE OF DATA UNDER THE FREEDOM OF INFORMATION ACT

(FOIA) (MAR 2001)

(a) If a request for information contained in a proposal is requested under the FOIA, the Government shall have the right to disclose any information or data contained in a proposal that results in a order to the extent provided under the FOIA, notwithstanding any restrictive legends that may have been placed upon it in accordance with the provision entitled "Use and Disclosure of Proposal Information." The Government will, before disclosure, make an administrative determination on a case-by-case basis as to whether the information requested is exempt from disclosure by one of the established exceptions to the Act. In making this determination the procedures outlined in 28 CFR, paragraph 16.7 shall be followed which, in part, affords the submitter of a proposal an opportunity to object to disclosure.

(b) Within 30 days of order award, the Contractor shall submit an original and two copies of its expurgated technical, management, and cost proposal, which will be used in response to requests under the Freedom of

Information Act.

C.8 OJP 2852.232-70 DEBT COLLECTION (APR 2001)

In accordance with the requirements of the Debt Collection Act of 1996, Public Law 104-134, it is the intent of the Department of Justice to use your Taxpayer Identification Number for purposes of collection and reporting on any delinquent amounts arising out of your relationship with the Government.

C.9 OJP 2852.242-70 PACKING AND MARKING (MAR 2001)

If applicable, preservation, packaging, and packing for all items delivered hereunder shall be in accordance with commercial practice and adequate to ensure acceptance by common carrier and safe arrival at destination.

The contractor shall place the contract number on or adjacent to the exterior envelope shipping label.

C.10 OJP 2852.242-75 DELIVERABLES (MAR 2001)

The deliverable items shall be specified and delivered, pursuant to the order or individual task orders placed hereunder. Deliverable items required hereunder are specified as to the item number, item description, and quantity in the description, and quantity in the Description of Items/Prices located in hereof.

All deliverables shall be submitted to the Contracting Officer's Representative.

C.11 OJP 2852.242-76 CONTRACTING OFFICER (FEB 2012)

(a) The Contracting Officer is the only individual who can legally commit the Government to the expenditure of public funds. No person other than the Contracting Officer or the Contracting Officer's duly authorized representative can make any changes to the terms, conditions, general provisions, or other stipulations of this contract. Furthermore, such changes may be made only to the extent that they are within the scope of the contract and are within the written scope of the authority delegated to the individual initiating or approving the change.

(b) The Contracting Officer may designate one or more representatives for the purpose of discharging prescribed duties and authorities in the name of the Contracting Officer during the performance of work. The authorities and duties of the representative(s) are delineated in the clause titled "Contracting Officer's

Representative (COR).”

(c) The Contractor will not accept any instructions issued by any person other than the Contracting Officer, or the Contracting Officer's representative(s) acting within the limits of his authority. No information, other than that which may be contained in an authorized modification to this contract, duly issued by the Contracting

Officer, which may be received from any person employed by the U.S. Government, or otherwise, will be considered grounds for deviation from any stipulation of this contract or referenced scope/statement of work.

(d) The CO assigned cognizance of this order is:

JOY GARRETT-BEY

U.S. DEPARTMENT OF JUSTICE

Office of Justice Programs

810 Seventh St. NW

Washington, D.C. 20531

Telephone No.: 202 - 532-0120

C.12 OJP 2852.242-78 CONTRACT ADMINISTRATION (MAR 2001)

(a) This order will be administered by JOHN CULMER

(b) All written communications shall make reference to the task order and shall be mailed to the Contracting

Officer at the following address:

Department of Justice Office of Justice Programs

810 7th Street, NW, Room

Washington, D.C. 20531

Telephone No.: 202-307-6879

C.13 OJP 2852.242-79 MODIFICATION AUTHORITY (MAR 2001)

This order may be reevaluated at any time, at the request of either party, to determine whether modifications are necessary. Any modifications must be approved by the Contracting Officer; and the Contractor shall not accept any modifications of the terms, conditions, or order clauses issued by any person other than the

Contracting Officer.

C.14 OJP 2852.242-80 WITHHOLDING OF PAYMENT (MAR 2001)

Notwithstanding any other payment provisions of this order, failure of the Contractor to submit required reports when due, or failure to perform or deliver required work, supplies, or services, will result in the withholding of payment under this order unless such failure arises out of causes beyond the control, and without the fault or negligence of the Contractor as defined by the clauses entitled "Excusable Delays," "Default," or

"Termination for Default or for Convenience of the Government" as applicable. The Government shall promptly notify the Contractor of its intention to withhold payment of any invoice or voucher submitted.

C.15 OJP 2852.242-84 ELECTRONIC FUNDS TRANSFER (APR 2001)

Electronic Funds Transfer - (FAR 32.1103) - all payments will be made utilizing the Electronic Funds Transfer

(EFT)/Automated Clearing House (ACH) electronic payment systems. In order to utilize this payment system, attached is SF Form 3881, Attachment A. Complete sections Payee/Company Information and Financial

Institution Information portions and return to the agency. Please submit competed form to the designated

Agency Information address two weeks prior to the first invoice being submitted for payment. If you have any questions, please contact Accounting Division, at (202) 307-3181.

C.16 OJP 2852.242-91 CONTRACT COMMUNICATIONS/CORRESPONDENCE (MAR 2001)

The Contractor shall identify all correspondence, reports, and other data pertinent to this order by imprinting thereon .

C.17 52.232-40 PROVIDING ACCELERATED PAYMENTS TO SMALL BUSINESS

SUBCONTRACTORS (DEC 2013)

(a) Upon receipt of accelerated payments from the Government, the Contractor shall make accelerated payments to its small business subcontractors under this contract, to the maximum extent practicable and prior to when such payment is otherwise required under the applicable contract or subcontract, after receipt of a proper invoice and all other required documentation from the small business subcontractor.

(b) The acceleration of payments under this clause does not provide any new rights under the Prompt Payment

Act.

(c) Include the substance of this clause, including this paragraph (c), in all subcontracts with small business concerns, including subcontracts with small business concerns for the acquisition of commercial items.

C.18 OJP 2852.232-72 INVOICES/PAYMENTS (FEB 2013)

(a) The Contractor is authorized to submit monthly invoices for partial reimbursement payments for services furnished. Invoices or public vouchers shall be identified by contract number and shall be submitted with one

(1) original to the Accounting Division at the address located at: ATTN: TBD Office of the Chief Financial

Officer, Office of Justice Programs, U.S. Department of Justice, 810 Seventh Street, NW, Washington, D.C., 20531.

(b) To assist the Government in making timely payments, the Contractor is requested to furnish the following additional information either on the invoice or on an attachment to the invoice:

(1) The date delivery occurred or the period over which services were provided;

(2) The Contractor's Taxpayer Identification number (usually its Social Security Number if the Contractor is an individual or its Employer Identification Number if the contractor is a company);

(3) An itemized breakdown of costs incurred, including a listing of direct labor hours worked and labor rates, consultants or subcontractors utilized, and other direct costs; and

(4) The contractor must indicate its business size on each invoice to assist the payment office in determining eligibility for accelerated payment in accordance with OMB Memorandum M-11-32, ‘Accelerating Payments to

Small Businesses for Goods and Services,’ dated Sep 14, 2011.

C.19 OJP 2852.239-70 SECTION 508 COMPLIANCE (MAR 2001)

All electronic and information technology (EIT) procured through this statement of work and any resulting contract, task order, delivery…