RFQ 15B40220Q0000009.pdf

U.S. Department of Justice Federal Bureau of Prisons

Federal Prison Camp 4464 Ralston Drive

Duluth, MN 55814

May 18, 2020

RE: Request for Quote 15B40220Q0000009 Job Market/Adult Education Class Federal Prison Camp – Duluth, MN

Dear Quoter:

Attached is a solicitation package prepared by the Federal Bureau of Prisons, Federal Prison Camp, Duluth MN for the provision of Job Market/Adult Education Class. This package contains all necessary information to submit a quote.

When submitting your quote, you shall consider all information provided herein. Please carefully follow all instructions located the attached Addendum to FAR 52.212-1concerning content, format, and submission of quotes.

All potential quoters are advised that this solicitation includes the clause at FAR 52.212-4 for Commercial Items. Paragraph (t), System for Award Management (SAM), of this clause requires that all quoters doing business with the Federal Government to be registered in the SAM database. Quoters should include their Data Universal Number System (DUNS) number in their quotes. The Contracting Officer will verify registration in the SAM database prior to award by entering the potential awardees DUNS number into the SAM database. Failure to complete the registration procedures outlined in this clause may result in elimination from consideration for award. For the purposes of this solicitations, all quoters SAM registration should include NAICS code 611710.

If you have questions about the System for Award Management (SAM), Government procurements in general, or need assistance in the preparation of your quote, a local Procurement Technical Assistance Center (PTAC) may be able to help. The Procurement Technical Assistance Program was authorized by Congress in 1985 in an effort to expand the number of businesses capable of participating in the Government marketplace. To locate a PTAC near you, go to http://www.aptac-us.org.

Quotes shall be received on or before the deadline of June 19th 2020, at 8:00 a.m. Central Time. Quotes shall be submitted electronically. Quoters may submit their quote electronically via email to m1kunkel@bop.gov in pdf format only and will be deemed received at the time as indicated on the email notification. Faxed and hand delivered quotes will not be accepted. Quotes received after the quote deadline will be handled in accordance with FAR 212-1(f).

Please submit any questions you may have in writing. Questions may be submitted via email to m1kunkel@bop.gov

Sincerely, Melissa Kunkel Contract Specialist FPC Duluth http://www.aptac-us.org/

15B40220Q0000009 Page 1 of 33

SOLICITATION/CONTRACT/ORDER FOR COMMERCIAL ITEMS

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

1. REQUISITION NUMBER

5. SOLICITATION NUMBER

15B40220Q0000009

2. CONTRACT NO. 3. AWARD/EFFECTIVE

DATE

4. ORDER NUMBER 6. SOLICITATION ISSUE

DATE

05/14/2020

7. FOR SOLICITATION

INFORMATION CALL:

a. NAME

Melissa Kunkel m1kunkel@bop.gov

b. TELEPHONE NUMBER (No collect calls)

218-249-7322

8. OFFER DUE DATE / LOCAL

TIME

06/19/2020 08:00:00

CODE BDTH

Federal Bureau of Prisons FPC Duluth 4464 Ralston Drive Attn: Business Office Duluth, MN 55811

9. ISSUED BY UNRESTRICTED OR X SET ASIDE:100.00 % FOR

X 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: 611710

SIZE STANDARD: $15,000,000

10. THE ACQUISITION IS

SEE

SCHEDULE

11. DELIVERY FOR FOB DESTINATION

UNLESS BLOCK IS MARKED

NET 30

12. DISCOUNT TERMS

13a. THIS CONTRACT IS A

RATED ORDER UNDER DPAS

(15 CFR 700)

13b. RATING

X RFQ IFB RFP

14. METHOD OF SOLICITATION

BDTHCODE15. DELIVER TO

Federal Bureau of Prisons FPC Duluth 4464 Ralston Drive Attn: Business Office Duluth, MN 55811

CODE BDTH16. ADMINISTERED BY

Federal Bureau of Prisons FPC Duluth 4464 Ralston Drive Attn: Business Office Duluth, MN 55811

FACILITY

CODE

CODE

TELEPHONE NO.

17a. CONTRACTOR/

OFFEROR

BDTHCODE18a. PAYMENT WILL BE MADE BY

Federal Bureau of Prisons FPC Duluth 4464 Ralston Drive Attn: Business Office Duluth, MN 55811

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

OFFER SEE ADDENDUM

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

CHECKED

19.

ITEM NO.

20.

SCHEDULE OF SUPPLIES/SERVICES

21.

QUANTITY

22.

UNIT

23.

UNIT PRICE

24.

AMOUNT

Vocational Training- Entering the Job Market, Adult Education program.

Size Standard= 15.0 Million

DUN's # __________________

See Continuation Sheet(s) (Use Reverse and/or Attach Additional Sheets as Necessary)

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

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

ISSUING OFFICE. CONTRACTOR AGREES TO FURNISH AND DELIVER ALL ITEMS SET FORTH

OR OTHERWISE IDENTIFIED ABOVE AND ON ANY ADDITIONAL SHEETS SUBJECT TO THE

TERMS AND CONDITIONS SPECIFIED.

29. AWARD OF CONTRACT: REF. _____________________________ OFFER

DATED _________________ . YOUR OFFER ON SOLICITATION (BLOCK 5)

INCLUDING ANY ADDITIONS OR CHANGES WHICH ARE SET FORTH HEREIN,

IS ACCEPTED AS TO ITEMS:

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

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

Melissa Kunkel

31c. DATE SIGNED

AUTHORIZED FOR LOCAL REPRODUCTION

PREVIOUS EDITION IS NOT USABLE

STANDARD FORM 1449 (REV. 2/2012)

Prescribed by GSA - FAR (48 CFR) 53.212

15B40220Q0000009 Page 2 of 33

19.

ITEM NO.

20.

SCHEDULE OF SUPPLIES/SERVICES

21.

QUANTITY

22.

UNIT

23.

UNIT PRICE

24.

AMOUNT

32a. QUANTITY IN COLUMN 21 HAS BEEN

RECEIVED INSPECTED ACCEPTED, AND CONFORMS TO THE CONTRACT, EXCEPT AS NOTED: _________________________________

32b. SIGNATURE OF AUTHORIZED GOVERNMENT

REPRESENTATIVE

32c. DATE 32d. PRINTED NAME AND TITLE OF AUTHORIZED GOVERNMENT

REPRESENTATIVE

32e. MAILING ADDRESS OF AUTHORIZED GOVERNMENT REPRESENTATIVE 32f. TELEPHONE NUMBER OF AUTHORIZED GOVERNMENT

REPRESENTATIVE

32g. E-MAIL OF AUTHORIZED GOVERNMENT REPRESENTATIVE

PARTIAL FINAL

33. SHIP NUMBER 34. VOUCHER NUMBER 35. AMOUNT VERIFIED

CORRECT FOR

COMPLETE PARTIAL FINAL

36. PAYMENT 37. CHECK NUMBER

38. S/R ACCOUNT NUMBER 39. S/R VOUCHER NUMBER 40. PAID BY

41a. I CERTIFY THIS ACCOUNT IS CORRECT AND PROPER FOR PAYMENT 42a. RECEIVED BY (Print)

41b. SIGNATURE AND TITLE OF CERTIFYING OFFICER 41c. DATE

42b. RECEIVED AT (Location)

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

STANDARD FORM 1449 (REV. 2/2012) BACK

15B40220Q0000009 Page 3 of 33

Table of Contents

Section Description Page Number

1 Solicitation/Contract Form 2 Commodity or Services Schedule

SOW - Statement of Work 3 Contract Clauses

52.24-403-70 Notice of Contractor Personnel Security Requirements (OCT 2005)

52.27-103-72 DOJ RESIDENCY REQUIREMENT BUREAU OF PRISONS (JUNE 2004)

52.21-603-70 Contracting Officer's Representative (COR) (June 2012) 52.252-2 Clauses Incorporated by Reference (Feb 1998) 52.212-4 Contract Terms and Conditions--Commercial Items (Mar 2009) 52.212-5 Contract Terms and Conditions Required to Implement Statutes or Executive Orders-- Commercial Items (June 2009) 52.217-8 Option to Extend Services (Nov 1999) 52.232-19 Availability Of Funds For The Next Fiscal Year (Apr 1984) 52.204-13 System for Award Management Maintenance (Jul 2013) 52.204-14 Service Contract Reporting Requirements (Jan 2014) BOP 2852.237-77 Contractors Classified as Common Law Employees (Nov 2014)

4 List of Attachments 5 Solicitation Provisions

52.212-3 Offeror Representations and Certifications--Commercial Items (Jul 2009) 52.252-1 Solicitation Provisions Incorporated by Reference (Feb 1998) 52.216-1 Type of Contract (Apr 1984) BOP 2852.237-78 Submission/Evaluation of Quotations/Offers by Individuals (Nov 2014) 52.212-2 Evaluation - Commercial Items (Jan 1999)

15B40220Q0000009 Page 4 of 33

Section 2 - Commodity or Services Schedule

SCHEDULE OF SUPPLIES/SERVICES

CONTINUATION SHEET

ITEM NO. SUPPLIES/SERVICES QUANTITY UNIT UNIT PRICE FEES AMOUNT

0001 Firm Fixed Price

Vocational Training- Entering the Job Market, Adult Education program, to be completed in accordance with the attached Statement of Work. 1 Session equals 1 hour of service with an estimated amount of 48 sessions per 12 month period.

Base year 1-12 mo

PSC: U006

Base Period

48.000000 $___________ $_________ $___________

0002 Firm Fixed Price

Vocational Training- Entering the Job Market, Adult Education program, to be completed in accordance with the attached Statement of Work. 1 Session equals 1 hour of service with an estimated amount of 48 sessions per 12 month period. Option Yr

13-24 MO

PSC: U006

Option Period

48.000000 $___________ $_________ $___________

0003 Firm Fixed Price

Vocational Training- Entering the Job Market, Adult Education program, to be completed in accordance with the attached Statement of Work. 1 Session equals 1 hour of service with an estimated amount of 48 sessions per 12 month period. Option Yr

25-36 MO

PSC: U006

Option Period

48.000000 $___________ $_________ $___________

0004 Firm Fixed Price

Vocational Training- Entering the Job Market, Adult Education program, to be completed in accordance with the attached Statement of Work. 1 Session equals 1 hour of service with an estimated amount of 48 sessions per 12 month period. Option Yr

37-48 MO

PSC: U006

Option Period

48.000000 $___________ $_________ $___________

0005 Firm Fixed Price

Vocational Training- Entering the Job Market, Adult Education program, to be completed in accordance with the attached Statement of Work. 1 Session equals 1 hour of service with an estimated amount of 48 sessions per 12 month period. Option Yr

49 - 60 MO

PSC: U006

Option Period

48.000000 $___________ $_________ $___________

SOW - Statement of Work

DESCRIPTION / SPECIFICATIONS / WORK STATEMENT

ENTERING THE JOB MARKET, ADULT EDUCATION CLASS

15B40220Q0000009 Page 5 of 33

Subject The Federal Bureau of Prisons (BOP), Federal Prison Camp Duluth Minnesota, intends to award one firm-fixed price contract to a responsible entity for the provision of teaching job interview skills, resume writing, administering job surveys, and providing job exploration techniques. Services will be provided to the inmate population on-site at the Federal Prison Camp, Duluth, herein after referred to as FPC Duluth. The Government reserves the right to award without discussion. Therefore, each initial quote should contain the quoter’s best terms from a cost or price standpoint. The contract period will be in effect from the date of award through 12 months. General Information regarding the BOP is located at www.bop.gov.

Place of Performance The service will be performed in the Education Department at FPC Duluth, 4464 Ralston Dr, Duluth MN, 55811.

Schedule Contractor must be available to provide at least four (4), 2 hour teaching visits every other month for an estimated total of 24 teaching visits per contract year at FPC Duluth. Each 2 hour visit will be considered one (1) session. There will be an estimated 10 - 20 students per class. Classes will typically be scheduled between the hours of 7:30 a.m. and 4:00 p.m., excluding Federal Holidays. The scheduled days and hours will be mutually agreed upon by the Federal Government and the contractor.

Due to the nature of the correctional setting, delays in performance of work may be expected. Such delays must include but are not limited to inclement weather, electrical or mechanical problems, or other security matters.

When contract employees report to the institution but are unable to perform services due to such delays, the contractor will be able to leave and a make-up session will be rescheduled with education staff.

Supplies and Equipment Due to security reasons, all supplies and equipment that the contractor may need, while at the institution, will be furnished by the institution. All records maintained by the contractor under this contract will remain the property of the institution.

Description of Responsibilities The contractor shall provide instruction on positive job interviewing skills, job related self-questioning techniques, and administer job surveys and inventories. The contractor will also provide guided in-depth practice on how to prepare for a job interview, resume writing, and how to conduct one’s self positively in a job interview. The manner and method of performance are the sole responsibility and within the sole discretion of the Contractor, provided, the Contractor performs the services in accordance with standards and practices consistent with those in the community.

Inmate records are the sole property of the Federal Bureau of Prisons and are confidential. No education record shall be released by the Contractor to any person without prior approval from the Supervisor of Education (SOE) or designee and the FOIA/Privacy Act Branch of the Office of General Counsel in Central Office, Washington, DC. The Contractor shall maintain confidentiality of all the information handled in accordance with the Privacy Act of 1974 and policies stated above.

Education and Qualifications He/she must be a graduate of an accredited university with a bachelor’s degree, and have experience in teaching career development skills, administering job surveys and inventories, and working with inmates.

The Government will make award to the responsive/responsible quoter, having acceptable past performance, submitting the lowest price technically acceptable quote.

Attire

The Contractor must wear appropriate and professional attire at all times. The Contractor is prohibited from wearing green or khaki clothing of any type as this is the color clothing the inmate population wear.

15B40220Q0000009 Page 6 of 33

Inmate Management The provision of services under this proposed contract will require frequent and unsupervised contact with inmates; however, the contractor will not be responsible for the supervision of inmates. The contractor, as well as all employees of the contractor, agrees to adhere to all regulations prescribed by the institution in regards to the safety, custody, and conduct of inmates. The custody of federal inmates remains a primary responsibility of the designated facility. The provision of services under this contract will require frequent and unsupervised contact with inmates. The contract employee will not be responsible for the management of inmates except to ensure that those inmates involved in activities within the contract employee’s scope of work shall abide by all rules, in effect, to ensure the safety and well-being of all participants. The contract employee will report any infractions of rules and regulations by any inmate to the Contract Monitor (CM), or designee.

Institution Security The Bureau of Prisons requires all non-employees to sign in and out of the institution for security reasons.

Contract staff will sign the log, indicating the date of visit to the institution, time of arrival, and time of departure. The Contractor or its’ employees may, at any time, be removed from the institution at the discretion of the CEO. Additionally, contract staff will each be required to wear an ID badge, provided by the Government, at all times within the confines of the institution. The Contractor will maintain and furnish time and attendance reports as required by the Supervisory Chaplain. At the time of arrival and before entry into the institution, contractors may be required to submit their possessions for passage through an x-ray screening machine and may be required to clear a walk through metal detector."

The contractor, as well as all employees of the contractor, must undergo a security clearance process prior to being permitted to enter the institution. It is the responsibility of the contractor to make sure that those employees submit the required information and complete the necessary actions in a timely manner so as to complete their investigations as expeditiously as possible. Additionally, it is the responsibility of the contractor to provide employees to fulfill this contract who are reasonably certain to be able to successfully complete the security scrutiny. The on-site service provider will be required to attend a one-time orientation program, consisting of approximately four (4) sessions, prior to performing any services. The date and time for this orientation will be mutually agreed upon by both parties, and reimbursement for attendance will be at the per session rate. The Contractor’s service provider may, at any time, be removed from the institution at the discretion of the CEO for violations of institutional security policies or behavior that may jeopardize the safety and security of the institution.

The contractor must successfully pass background investigation to include:

(1) National Crime Information Center (NCIC) check;

(2) DOJ-99 (Name Check);

(3) FD-258 (Fingerprint Check);

(4) Law Enforcement Agency Checks;

(5) Vouchering of Employers over past five years;

(6) Resume/Personal Qualifications;

(7) OPM-329-A (Authority for Release of Information); and

(8) NACI check (if applicable.)

Restrictions on Contract Workers The Contract employees shall not supervise inmates, supervise Bureau of Prisons staff, participate in inmate accountability, requisition supplies, sign for or pickup supplies, formulate policy or procedures, or attend staff recalls or staff functions.

The contractor may attend team meetings, departmental meetings, or other meetings relating to the involvement of the services to be provided by terms of the contract. Some meetings will be required and accomplished on contract time.

15B40220Q0000009 Page 7 of 33

Method of Performance The services, although not directly supervised, shall be reviewed by institution staff to ensure contract compliance. The Contractors performance will be evaluated in accordance with FAR Part 42. Contract monitoring reports will be prepared by the contracting officer and maintained in the contract file. The Government reserves the right to suspend, limit or revoke the Contractor’s privileges at the facility due to violations of security procedures. When an observation indicates defective performance, the Contracting Officer may issue a Discrepancy Report to the Contractor. The Contractor shall address any Discrepancy Report in writing to the Contracting Officer within ten calendar days of notification, indicating any corrective action taken to rectify the deficiency.

Point of Contact The Contractor shall provide a Point of Contact (POC) who shall be responsible for the delivery of services under this contract. The POC shall have the full authority to act on behalf of the Contractor in all matters relating to the daily operation of the contracted services. The Contractor shall designate this individual in writing to the Contracting Officer prior to the start date of the contract. An alternate POC may be designated, however, the Contractor must identify those times when the alternate shall be the primary POC. The contractor will provide a monthly billing statement to the contract monitor that accurately reflects the days of each visit, the number of hours or sessions of each visit, the general content of the sessions, and the total dollar amount due for that months services."

Non-Personal Services/Common Law Employee Information The contractor shall provide a monthly billing statement to the prison camp Accounting Department which accurately reflects days worked, number of sessions, and the total amount due for the previous month’s services.

Payment terms are as specified in FAR 52.212-4(g), the due date for making an invoice payment by the designated payment office shall be the 30th day after the designated billing office has received a proper invoice, or the government accepts the services performed by the contractor. The contractor can however offer discount payment terms for prompt payments as specified in block 12 on the SF-1449 form of this solicitation. Half sessions will not be authorized for payment.

If the contractor is a self-employed individual, he/she must provide a means of electronic payment to include bank routing and account number.

If the resulting contract is made to an individual(s), the provision of these services has been determined to meet certain criteria for creating common law employee relationship. Therefore, the BOP is responsible for the payment of FICA taxes (7.65%) and the withholding of the individual’s taxes. These responsibilities apply only when award of this solicitation is made to an individual. It does not apply to companies or individuals who are incorporated. For evaluation purposes, an additional 7.65% will be added to the price submitted by individuals who are not incorporated.

In order to ensure proper preparation of their bi-weekly payment voucher, all hours worked must be documented by the contractor, showing the hours worked during each visit. Documentation will be provided on a A Log of Consultants Visit form with each entry being signed by the Contractor.

15B40220Q0000009 Page 8 of 33

Section 3 - Contract Clauses

52.212-4 Contract Terms and Conditions--Commercial Items (Mar 2009)

(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 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

15B40220Q0000009 Page 9 of 33

(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-Central Contractor Registration, or 52.232-34, Payment by Electronic Funds Transfer-Other Than Central Contractor Registration), 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--

15B40220Q0000009 Page 10 of 33

(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.

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(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. 265 and 10 U.S.C. 2409 relating to whistleblower protections; Section 1553 of the American Recovery and Reinvestment Act of 2009 relating to whistleblower protections for contracts funded under that Act; 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, and Compliance with Laws Unique to Government Contracts 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) Central Contractor Registration (CCR). (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 CCR database, and for any liability resulting from the Government's reliance on inaccurate or incomplete data. To remain registered in the CCR 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 CCR database to ensure it is current, accurate and complete. Updating information in the CCR 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 CCR 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 CCR 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 CCR 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 CCR database. Information provided to the Contractor's CCR 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.

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(4) Offerors and Contractors may obtain information on registration and annual confirmation requirements via the internet at http:// www.ccr.gov or by calling 1-888-227-2423 or 269-961-5757.

(End of clause)

A.1 ADDENDUM TO FAR 52.212-4, Contract Terms and Conditions--Commercial Items (Mar 2009)

The terms and conditions for the following clauses are hereby incorporated into this solicitation and resulting contract as an addendum to FAR clause 52.212-4.

Clauses By Reference

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): www.acquisition.gov

Clause Title Fill-ins (if applicable)

52.218-000 CONTINUING CONTRACT PERFORMANCE DURING A PANDEMIC

INFLUENZA OR OTHER NATIONAL EMERGENCY (May 2008)

52.232-18 Availability Of Funds (Apr 1984)

52.216-21 Requirements (Oct 1995)

52.203-17 Contractor Employee Whistleblower Rights and Requirement To

Inform Employees of Whistleblower Rights (Apr 2014)

52.204-9 Personal Identity Verification of Contractor Personnel (Jan 2011)

52.204-12 Data Universal Numbering System Number Maintenance (Dec 2012)

52.223-10 Waste Reduction Program (Jun 2011)

52.223-19 Compliance With Environmental Management Systems (May 2011)

52.232-1 Payments (Apr 1984)

52.232-23 Assignment of Claims (May 2014)

52.233-3 Protest after Award (Aug 1996)

52.233-4 Applicable Law for Breach of Contract Claim (Oct 2004)

52.237-2 Protection Of Government Buildings, Equipment, And Vegetation (Apr

1984)

Clauses By Full Text

52.24-403-70 Notice of Contractor Personnel Security Requirements (OCT 2005)

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Compliance with Homeland Security Presidential Directive-12 (HSPD-12) and Federal Information Processing Standard Publication

201 (FIPS 201) 1 entitled "Personal Identification Verification (PIV) for Federal Employees and Contractors," Phase I.

1. Long-Term Contractor Personnel:

In order to be compliant with HSPD-12/PIV I, the following investigative requirements must be met for each new long-term 2 contractor employee whose background investigation (BI) process begins on or after October 27, 2005:

a. Contractor Personnel must present two forms of identification in original form prior to badge issuance (acceptable documents are listed in Form I-9, OMB No. 1615-0047, "Employment Eligibility Verification," and at least one document must be a valid State or Federal government-issued picture ID);

b. Contractor Personnel must appear in person at least once before a DOJ official who is responsible for checking the identification documents. This identity proofing must be completed sometime during the clearance process but prior to badge issuance and must be documented by the DOJ official;

c. Contractor Personnel must undergo a BI commensurate with the designated risk level associated with the duties of each position.

Outlined below are the minimum BI requirements for each risk level:

High Risk - Background Investigation (5 year scope) Moderate Risk - Limited Background Investigation (LBI) or Minimum Background Investigation (MBI) Low Risk - National Agency Check with Inquiries (NACI) investigation

d. The pre-appointment BI waiver requirements for all position sensitivity levels are a:

1) Favorable review of the security questionnaire form;

2) Favorable fingerprint results;

3) Favorable credit report, if required;3

4) Waiver request memorandum, including both the Office of Personnel Management schedule date and position sensitivity/risk level;

and

5) Favorable review of the National Agency Check (NAC) 4 portion of the applicable BI that is determined by position sensitivity/risk level.

A badge may be issued following approval of the above waiver requirements.

If the NAC is not received within five days of OPM's scheduling date, the badge can be issued based on a favorable review of the Security Questionnaire and the Federal Bureau of Investigation Criminal History Check (i.e., fingerprint check results).

e. Badge re-validation will occur once the investigation is completed and favorably adjudicated. If the BI results so justify, badges issued under these procedures will be suspended or revoked.

2. Short-Term Contractor Personnel:

It is the policy of the DOJ that short-term contractors having access to DOJ information systems and/or DOJ facilities or space for six months or fewer are subject to the identity proofing requirements listed in items 1a. and 1b. above. The pre-appointment waiver requirements for short-term contractors are:

a. Favorable review of the security questionnaire form;

b. Favorable fingerprint results;

c. Favorable credit report, if required;5 and

d. Waiver request memorandum indicating both the position sensitivity/risk level and the duration of the appointment. The commensurate BI does not need to be initiated.

A badge may be issued following approval of the above waiver requirements and the badge will expire six months from the date of issuance. This process can only be used once for a short-term contractor in a twelve month period. This will ensure that any consecutive short-term appointments are subject to the full PIV-I identity proofing process.

For example, if a contractor employee requires daily access for a three or four-week period, this contractor would be cleared according to the above short-term requirements. However, if a second request is submitted for the same contractor employee within a twelve-month period for the purpose of extending the initial contract or for employment under a totally different contract for another three or four-week period, this contractor would now be considered "long-term" and must be cleared according to the long-term requirements as stated in this interim policy.

3. Intermittent Contractors:

An exception to the above-mentioned short-term requirements would be intermittent contractors.

a. For purposes of this policy, "intermittent" is defined as those contractor employees needing access to DOJ information systems and/or DOJ facilities or space for a maximum of one day per week, regardless of the duration of the required intermittent access. For example, the water delivery contractor that delivers water one time each week and is working on a one-year contract.

b. Contractors requiring intermittent access should follow the Department's escort policy. Please reference the August 11, 2004, and January 29, 2001, Department Security Officer policy memoranda that conveys the requirements for contractor facility escorted access.

c. Due to extenuating circumstances, if a component requests unescorted access or DOJ IT system access for an intermittent contractor, the same pre-employment background investigation waiver requirements that apply to short-term contractors are required.

d. If an intermittent contractor is approved for unescorted access, the contractor will only be issued a daily badge. The daily badge will be issued upon entrance into a DOJ facility or space and must be returned upon exiting the same facility or space.

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e. If an intermittent contractor is approved for unescorted access, the approval will not exceed one year. If the intermittent contractor requires unescorted access beyond one year, the contractor will need to be re-approved each year.

4. An individual transferring from another department or agency shall not be re-adjudicated provided the individual has a current (within the last five years), favorably adjudicated BI meeting HSPD-12 and DOJ's BI requirements.

5. The DOJ's current escorted contractor policy remains unchanged by this acquisition notice.

Notes:

1. FIPS 201 is available at: www.csrc.nist.gov/publications/fips/fips201/FIPS-201-022505.pdf

2. Under HSPD-12, long-term contractors are contractors having access to DOJ information systems and/or DOJ facilities or space for six months or longer. The PIV-I identity proofing process, including initiation and adjudication of the required background investigation, is required for all new long-term contractors regardless of whether it is the current practice to issue a badge. The second phase of HSPD-12 implementation (PIV-II) requires badge issuance to all affected long-term contractors.

3. For contractors in position sensitivity/risk levels above level 1, a favorable review of a credit check is required as part of the pre-appointment waiver package.

4. In order to avoid a delay in the hiring process, components should request an Advance NAC Report when initiating investigations to OPM. Per OPM ' s instructions, to obtain an Advance NAC Report, a Code " 3" must be placed in block " B " of the " Agency Use Only " section of the investigative form. This report is available for all case types.

5. For contractors in position sensitivity/risk levels above level 1, a favorable review of a credit check is required as part of the pre-appointment waiver package.

[End of Clause]

52.27-103-72 DOJ RESIDENCY REQUIREMENT BUREAU OF PRISONS (JUNE 2004)

For three of the five years immediately prior to submission of an offer/bid/quote, or prior to performance under a contract or commitment, individuals or contractor employees providing services must have:

1. Legally resided in the United States (U.S.);

2. worked for the U.S. overseas in a Federal or military capacity; or

3. been a dependent of a Federal or military employee serving overseas.

If the individual is not a U.S. citizen, they must be from a country allied with the U.S. The following website provides current information regarding allied countries: http://www.opm.gov/employ/html/citizen.htm By signing this contract or commitment document, or by commencing performance, the contractor agrees to this restriction.

[End of Clause]

52.21-603-70 Contracting Officer's Representative (COR) (June 2012)

(a)Thomas Jovanovich ,Education Specialist , FPC Duluth,218-249-7383, is hereby designated as the Contracting Officer's Representative (COR) under this contract.

(b) The COR is responsible, as applicable, for: receiving all deliverables, inspecting and accepting the supplies or services provide hereunder in accordance with the terms and conditions of this contract; providing direction to the contractor which clarifies the contractor effort, fills in details or otherwise serves to accomplish the contractual Scope of Work; evaluating performance; and certifying all invoices/vouchers for acceptance of the supplies or services furnished for payment.

(c) The COR does not have the authority to alter the contractor's obligations under the contract, and/or modify any of the expressed terms, conditions, specifications, or cost of the agreement. If as a result of technical discussions it is desirable to alter/change contractual obligations or the Scope of Work, the Contracting Officer shall issue such changes.

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):

https://www.acquisition.gov/browse/index/far

(End of clause)

15B40220Q0000009 Page 15 of 33

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 within the performance period of the contract.

(End of clause)

52.232-19 Availability Of Funds For The Next Fiscal Year (Apr 1984)

Funds are not presently available for performance under this contract beyond March 3, 2011. The Government's obligation for performance of this contract beyond that date is contingent upon the availability of appropriated funds from which payment for contract purposes can be made.