SF-1449.doc

15JPSS24R00000049 Private Counsel Debt Collection – IDIQ

TABLE OF CONTENTS

SF 1449 Cover Sheet Section 1 – Commodity or Services Schedule

· Continuation to SF 1449, Block 20, Schedule of Supplies/Services

· Statement of Work

· Preservation, Packing and Marking

· Inspection and Acceptance

· Deliveries or Performance

· Contract Administration Data

· Special Contract Requirements Section 2 – Contract Clauses Section 3 – List of Attachments

SOLICITATION/CONTRACT/ORDER FOR COMMERCIAL PRODUCTS AND COMMERCIAL SERVICES

NOTE: OFFEROR TO COMPLETE BLOCKS 12, 17, 23, 24, AND 30.

1. REQUISITION NUMBER

2. CONTRACT NUMBER

3. AWARD/EFFECTIVE DATE

4. ORDER NUMBER

5. SOLICITATION NUMBER

6. SOLICITATION ISSUE DATE

7. FOR SOLICITATION INFORMATION CALL:

a.

NAME

b.

TELEPHONE NUMBER (No collect calls) 8.

OFFER DUE DATE/ LOCAL TIME

9. ISSUED BY

11. DELIVERY FOR FREE ON

CODE

12. DISCOUNT TERMS

10.

THIS ACQUISITION IS

SMALL BUSINESS

HUBZONE SMALL BUSINESS SERVICE-DISABLED VETERAN-OWNED SMALL BUSINESS (SDVOSB)

13a. THIS CONTRACT IS A

UNRESTRICTED OR

WOMEN-OWNED SMALL BUSINESS (WOSB)

ECONOMICALLY DISADVANTAGED WOMEN-OWNED SMALL BUSINESS (EDWOSB) 8(A)

13b. RATING

SET ASIDE:

% FOR:

NORTH AMERICAN INDUSTRY CLASSIFICATION STANDARD (NAICS):

SIZE STANDARD:

BOARD (FOB) DESTINATION

RATED ORDER UNDER

14.

METHOD OF SOLICITATION

REQUEST

UNLESS BLOCK IS MARKED

SEE SCHEDULE

15. DELIVER TO

CODE

THE DEFENSE PRIORITIES AND ALLOCATIONS

SYSTEM - DPAS (15 CFR 700)

16. ADMINISTERED BY

REQUEST FOR QUOTE (RFQ)

INVITATION

FOR

FOR BID

PROPO SAL

(IFB)

(RFP)

CODE

17a. CONTRACTOR/ OFFEROR

CODE

FACILITY CODE

18a. PAYMENT WILL BE MADE BY

CODE

TELEPHONE NUMBER

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.

ITEM NUMBER

20.

SCHEDULE OF SUPPLIES/SERVICES

21.

QUANTITY

22. UNIT

23.

UNIT PRICE

24.

AMOUNT

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

25. ACCOUNTING AND APPROPRIATION DATA

26. TOTAL AWARD AMOUNT (For Government Use Only) 27a. SOLICITATION INCORPORATES BY REFERENCE (FEDERAL ACQUISITION REGULATION) FAR 52.212-1, 52.212-4. FAR 52.212-3 AND 52.212-5 ARE ATTACHED. ADDENDA 27b. CONTRACT/PURCHASE ORDER INCORPORATES BY REFERENCE FAR 52.212-4. FAR 52.212-5 IS ATTACHED. ADDENDA

ARE ARE

ARE NOT ATTACHED 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: REFERENCE

OFFER

DATED .

. YOUR OFFER ON SOLICITATION (BLOCK 5), INCLUDING ANY ADDITIONS OR CHANGES WHICH ARE SET FORTH HEREIN, IS ACCEPTED AS TO ITEMS:

30a. SIGNATURE OF OFFEROR/CONTRACTOR 30b. NAME AND TITLE OF SIGNER (Type or print)

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

AUTHORIZED FOR LOCAL REPRODUCTION PREVIOUS EDITION IS NOT USABLE

STANDARD FORM 1449 (REV. 11/2021)

Prescribed by GSA - FAR (48 CFR) 53.212 19.

ITEM NUMBER

20.

SCHEDULE OF SUPPLIES/SERVICES

21.

QUANTITY

UNIT PRICE

24.

AMOUNT

32a. QUANTITY IN COLUMN 21 HAS BEEN

RECEIVED

INSPECTED

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

32g. EMAIL OF AUTHORIZED GOVERNMENT REPRESENTATIVE

COMPLETE

PARTIAL

FINAL

37. CHECK NUMBER

PARTIAL

FINAL

42a. RECEIVED BY (Print)

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

STANDARD FORM 1449 (REV. 11/2021) BACK

Section 1 – Commodity or Services Schedule

THIS PAGE IS INTENTIONALLY LEFT BLANK

CONTINUATION OF SF1449 – BLOCK 20 – SCHEDULE OF SUPPLIES/SERVICES

1. Introduction

1.1 Purpose

The purpose of this contract is to provide a nationwide solution to acquire highly-qualified, competent counsel, licensed and barred, in multiple judicial districts to perform all professional debt collection legal services described in the Statement of Work. To that end, the Contractor will furnish all services, personnel, equipment and supervision required to perform this work in accordance with the terms and conditions contained herein.

A consolidated list of acronyms used in this document is attached.

1.2 Performance Period

*The period of performance for this contract is a duration of five years: 11/04/2024 – 11/03/2029. The Government may extend the contract for up to six (6) months under FAR 52.217-8, Option to Extend Services.

The performance of all work under this contract shall be initiated by the issuance of task orders by the Contracting Officer as discussed herein. The period of performance for each task order placed under the contract will be specified in the individual task order.

*Background investigations must be conducted and favorably adjudicated for each contract employee prior to commencing work on this contract; therefore, the period of performance for this contract may be subject to change via contract modification.

2. Contract Type and Services This is an indefinite-delivery, indefinite-quantity (IDIQ) contract and task orders may be issued on a fixed-price, labor-hour, time-and-material, and/or contingency fee type basis or a combination thereof.

Unsecured Debt. This contract combines features of both fixed-price and labor-hour type contracts and includes a contingency fee component. The Contractor will be compensated for successful unsecured debt collection efforts (Contract Line-Item Number (CLIN) 0001) on a contingency fee basis. All costs associated with performing the collection of unsecured debts shall be covered by the contingency fee. Other than travel (as specified in the attached CLIN Descriptions), the Government will not reimburse the contractor for any other direct costs separately. The Contractor may be reimbursed on an actual cost basis in extraordinary circumstances provided the Contractor obtained written approval prior to incurring the cost. The Contractor can be compensated for time spent on ancillary litigation issues on a firm-fixed hourly rate provided the Contractor obtained written approval prior to performing the work. Contingency fee payments will be made directly from the monies collected after it is first returned to the Government in accordance with the Statement of Work. The Contractor will be paid for successful debt collections and associated litigation efforts (CLINs 0002 and 0003) on a fixed fee/rate basis, for which funds will be incrementally obligated on the contract and adjusted as necessary to cover existing and/or anticipated workload.

Secured Debt & Bankruptcy Proceeding. The Contractor will be paid for successful debt collections and associated litigation efforts for secured debts and bankruptcy proceedings (CLINs 0002 and 0003) on a fixed fee/rate basis for which funds will be incrementally obligated on the contract and adjusted as necessary to cover existing and/or anticipated workload. Additionally, the Contractor can be compensated for time spent on ancillary litigation issues on a firm-fixed hourly rate provided the Contractor obtained written approval prior to performing the work. The Contractor may be reimbursed for other direct costs and/or material costs on an actual cost basis provided the Contractor submits proof of the costs incurred. The Department reserves the right to reject any and all costs it deems unreasonable, unnecessary, or unsubstantiated.

3. Contract Pricing Table The attached Exhibit A provides the pricing table for the services and features described in the Statement of Work for each jurisdiction. The CLIN prices represent firm-fixed prices per unit applicable to the entire term of the contract. All prices defined under this contract or defined under task orders shall conform to the pricing requirements, specifications, element definitions, and numbering schemes defined in the below pricing model.

UNIT RATE

See attached CLIN Descriptions for details.

4. Unauthorized Direct Expenses The following expenses are examples of costs and fees not authorized for direct reimbursement under this contract. This list is not all-inclusive. The Contractor’s contingency fee and flat fee rates should cover these and all other expenses.

· Travel expenses (Travel to and from DOJ locations for PIV Card purposes will not be directly reimbursed. All travel expenses (except those specified in Attachment 4 – CLIN Descriptions) must be built into the contractor’s contingency fee.)

· Skiptracing costs, including postal tracers and like expenses to locate debtors

· Credit reports

· Transcripts of anything other than a judgment creditor examination

· Copying

· Telephone costs

· Postal look-up charges or verification fees

· Expenses for commercial legal databases (e.g., Lexis or Westlaw )

· Parking expenses

5. Minimum and Maximum Amounts

The Government will order a minimum amount, which will be the value of the first task order, expected to be approximately $1,000.00 and which will be awarded simultaneous with the award of the contract. During the life of this contract, the Government may order items in any quantity up to the maximum aggregate contract value specified below.

There are no maximum quantities or amounts for each individual CLIN, task order, or contract period. The maximum aggregate amount of all task orders issued under this contract shall not exceed $2,000,000.00 (two million dollars) for the entire term of the contract.

[Statement of Work located in separate file]

THIS PAGE IS INTENTIONALLY LEFT BLANK

1. Preservation, Packing and Marking Preservation, packing and marking of all items delivered under this contract 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 shipping label. The Contractor will bear the expense of sending items to the Government using a trackable method of delivery, unless instructed to do otherwise by the Assistant United States Attorney (AUSA) and the Contracting Officer’s Representative (COR).

1. Inspection and Acceptance

a. Inspection and acceptance of services furnished under this contract will be performed at the place of performance or destination, by the COR or his/her designated representative, in accordance with the contract. Inspection will consist of an examination of the deliverable(s) and/or services for (1) compliance with the Statement of Work; (2) thoroughness with respect to scope or content; and (3) quality with respect to the standards set forth in the contract.

b. The Government will have thirty (30) calendar days from receipt of each invoice to inspect and accept or reject the supplies delivered and/or services performed as identified in the invoice. Rejected work and/or comments on performance/deliverables will be provided to the Contractor by the COR. The Contractor shall be responsible for replacement or corrections to the work or deliverables as necessary to meet the standards of acceptance identified in the contract. The cost to replace or correct nonconforming work or deliverables shall be borne by the Contractor in accordance with the contract.

c. The Government will only be responsible for the cost of those corrections ordered above the performance standard specified in the contract.

1. Contract Term *The term of this contract shall be from 11/04/2024 – 11/03/2029. The Government may extend the contract for up to six (6) months under FAR 52.217-8, Option to Extend Services.

*Background investigations must be conducted and favorably adjudicated for each contract employee prior to commencing work on this contract; therefore, the term of this contract may be subject to change via contract modification.

2. Place of Performance The Contractor shall perform this contract at its place of business and the courts specified in the Statement of Work.

3. Evaluation of Performance in Case Assignments The COR and the AUSA will periodically evaluate the performance of the Contractor. The Contractor's performance may be compared to other contractors within the same district for the purpose of deciding whether to increase or decrease the number of cases referred. The decision to adjust the number of cases referred to a Contractor will be made solely at the discretion of the Government.

Notwithstanding any other provisions of this contract, The Department of Justice (Department of DOJ) may discontinue referring any cases to the Contractor if it deems such action to be in the Government's best interests. In any such event, the Contractor shall continue to perform all collection litigation and enforcement services with respect to all cases previously referred, in accordance with the terms and conditions of this contract.

4. Notice to the Government of Delays In the event the Contractor encounters difficulty in meeting performance requirements, or when it 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. The written notice shall be informational only in character and this provision shall not be construed as a waiver by the Government of any delivery schedule or date, or any rights or remedies provided by law or under this contract.

5. Breach of Contract The Contractor specifically acknowledges that it is bound to comply completely with each and every one of the provisions herein that pertain to Contractor performance, and that its failure to do so shall constitute a breach of contract. The Government’s forbearance, in reaction to a specific breach by the Contractor, shall not diminish its right to enforce any of the remedies available to it for a subsequent breach of the same or any other provision of this contract.

1. Administrative Contracting Officer (ACO) This contract will be administered by:

TO BE COMPLETED UPON AWARD

Contracting Officer Telephone: (202) Two Constitution Square, Room xxxxxx Email: xxxxxxxxxxxx@usdoj.gov 145 N Street, NE Washington, DC 20530 Written communications shall make reference to the contract number and shall be emailed and/or mailed to the above address.

2. Contracting Officer’s Representative

a. The performance of work required herein shall be subject to the technical direction of the Contracting Officer’s Representative (COR) or his/her designee with respect to technical matters pertaining hereto. As used herein, "Technical Direction" is direction to the Contractor which fills in details, suggests possible lines of inquiry, or otherwise supplements the scope of work. "Technical Direction" must be confined to the general scope of work set forth herein and shall not constitute a new assignment, nor supersede or modify any other clause of this contract. To be valid, technical direction:

· must be issued in writing consistent with the general scope of work set forth in the contract;

· shall not change the expressed terms, conditions, or specifications incorporated into this contract; and

· shall not constitute a basis for extension to the contract delivery schedule or contract price.

b. The COR is authorized to:

· act as liaison and to coordinate Contractor/Government activities;

· arrange for and coordinate the use of Government resources (personnel, space, documents, etc.);

· provide technical guidance in the performance of the contract; and

· receive, review and approve (but not reject or deny) progress reports, selected invoices and final reports or other functions of a technical nature. The authority to reject performance and deny associated invoices is expressly reserved for the Contracting Officer.

c. The COR does not have the authority to alter the Contractor's obligations under the contract; direct changes that fall within the purview of the clause entitled "Changes" and/or modify any of the expressed terms, conditions, specifications, or price of the contract. If as a result of technical discussions, it is desirable to alter/change contractual obligations or the Statement of Work, the Contracting Officer shall issue such changes in writing and signed.

d. The COR assigned cognizance of this contract is:

TO BE COMPLETED UPON AWARD

U.S. Department of Justice Telephone: (202) Office of Debt Collection Management Email: xxxxxxxxxxxx@usdoj.gov Two Constitution Square, Room xxxxxx 145 N Street, NE Washington, DC 20530

e. The Alternate COR (ACOR) to provide oversight and technical direction in the absence of the COR is:

TO BE COMPLETED UPON AWARD

U.S. Department of Justice Telephone: (202) Office of Debt Collection Management Email: xxxxxxxxxxxx@usdoj.gov Two Constitution Square, Room xxxxxx 145 N Street, NE Washington, DC 20530

f. A copy of all written communications between the Contractor and the COR shall be concurrently emailed/mailed or otherwise furnished to the ACO at the address set forth in the contract.

3. Contractor Representative The Contractor's Representative to be contacted for all contract administration matter is:

TO BE COMPLETED UPON AWARD

4. Security Programs Manager (SPM)

a. Upon award, the SPM will be designated to coordinate those aspects of this contract which pertain to confirming acceptable security clearances at the appropriate levels for Contractor personnel performing under this contract. During the pre-award phase of this contract, the SPM is responsible for performing the following duties:

· Certifying that the personnel security requirements of the contract are adequate to ensure the security of Departmental operations, information, and personnel. The SPM shall provide this written certification to the CO prior to the release of the solicitation.

· Provide the ACO with the appropriate Contractor personnel security screening requirements (including waiver requirements, if appropriate) and background investigation (BI) requirements for obtaining services of non-federal employees under the resultant contract.

· Determine the risk level for each contractor position. The risk level must be based on an overall assessment of the damage that an untrustworthy Contractor could cause to the efficiency or the integrity of Departmental operations. The SPM shall provide this information to the ACO for inclusion in the contract.

b. The SPM for this contract is:

TO BE COMPLETED UPON AWARD

U.S. Department of Justice Telephone: (202) Two Constitution Square Email: xxxxxxxxxxxx@usdoj.gov 145 N Street, NE, 6th Floor West Washington, DC 20530

c. The personnel security requirements of this contract are set forth herein. Following award, the SPM shall ensure that the personnel security requirements set forth herein are followed. In addition, the SPM shall comply with the supplemental guidelines provided to him or her by the Security and Emergency Planning Staff.

5. Invoice and Payment Provisions

5.1 Invoices

a. The Contractor shall render invoices monthly for the work performed under the contract. Invoices and support documentation for services furnished under CLINs 0001 through 0006 under this contract shall be submitted using instructions provided by the COR for all allowable costs incurred during the month.

b. After verifying that the Contractor has satisfactorily completed all items set forth on the invoice and that the invoice is otherwise proper, the COR will certify the invoice for payment and forward the invoice to the designated payment office indicated below. Negative inspection results will be reported immediately to the ACO. Only the ACO is authorized to reject an invoice, in part or in full.

c. The designated payment office for this contract is:

U.S. Department of Justice Debt Collection Management Two Constitution Square, 6th Floor West 145 N Street, NE Washington, D.C. 20530

d. All invoices submitted for payment shall contain the following basic information:

(1) Contractor's name and address

(8) Date Assigned

(2) Invoice Date

(9) Date of Action

(3) Invoice Number

(10) Description of Action

(4) Contractor's Tax ID Number (TIN)

(11) Number of Hours Billed (as applicable)

(5) Debtor Name(s)

(12) Amount of Bill (both itemed and total)

(6) CDCS Number

(13) Contractor Signature

(7) Referring agency Name

e. The Contractor shall use the invoice instructions provided by the COR after award. The Contractor shall ensure that all required data elements are included in each invoice.

f. If payment for ancillary litigation activities is being requested in an invoice, the written approval for such services must be provided with the invoice.

e. If the flat fee payment for bankruptcy proceedings under CLIN 0003AA is being requested in an invoice, the written approval for such services must be provided with the invoice.

f. If a Contractor receives a payment of $1.00, it is likely that the balance of the Contractor’s payment has been offset under the Treasury Offset Program. In such an event, the Contractor should have received notification from the Department of the Treasury that the offset has occurred, the agency to which the offset was paid, and the amount of the offset. Any questions on this process should be directed to the Department of the Treasury and not to the COR or the ACO.

e. Contractor questions regarding invoices and/or payments should be directed to the COR and/or the ACO.

5.2 Interest on Overdue Payments

The Government will make payment in accordance with the Prompt Payment Act (31 U.S.C. 3903) and prompt payment regulations (5 CFR part 1315), with the following modification regarding the due date: For the sole purpose of computing an interest penalty due the Contractor, the Government agrees to inspect and determine the acceptability of any supply delivered or service performed specified in the invoice within thirty (30) days of receipt of a proper invoice from the Contractor, after which time, if no affirmative action has been taken by the Government to accept such supply or service, the supply or service will be deemed accepted and payment due thirty (30) days from the date of deemed acceptance. If the Government makes the determination that the item delivered or service performed is deficient or otherwise unacceptable, or the invoice is otherwise determined not to be a proper invoice, terms and conditions of this paragraph regarding prompt payment will apply to the date the Contractor corrects the deficiency in the item delivered or service performed or submits a proper invoice. If actual acceptance occurs within the constructive acceptance period, the Government will base the determination of an interest penalty on the actual date of acceptance. The constructive acceptance requirement does not, however, compel Government officials to accept supplies or services, perform contract administration functions, or make payment prior to fulfilling their responsibilities.

5.3 Limitation of Funds

a. This contract specifies the amount of funds available for payment against CLINs 0001 through 0006 within the authorized period of performance. Both parties contemplate that the Government will allot additional funds incrementally to the contract as necessary. The Contractor agrees to perform work on the contract under CLINs 0001 through 0006 up to the point at which the total amount paid and payable under CLINs 0001 through 0006 by the Government approximates but does not exceed the total amount actually obligated by the Government to the contract.

b. The Contractor shall email the ACO and COR whenever it has reason to believe that the costs it expects to incur under this contract under CLINs 0001 through 0006 in the next 60 days, when added to all costs previously incurred will exceed 75 percent of (1) the total amount obligated to the contract by the Government. The notice shall state the estimated amount of additional funds required to continue performance for the period specified in the contract.

c. Sixty (60) calendar days before the end of the period specified in the contract, the Contractor shall notify the ACO and the COR in writing of the estimated amount of additional funds, if any, required to continue timely performance under the contract or for any further period specified in the contract or otherwise agreed upon, and when the funds will be required.

d. If, after notification, additional funds are not obligated by the end of the period specified in the contract or another agreed-upon date, upon the Contractor’s written request the ACO will terminate this contract on that date in accordance with the provisions of the Termination clause of this contract. If the Contractor estimates that the funds available will allow it to continue to discharge its obligations beyond that date, it may specify a later date in its request, and the ACO may terminate this contract on that later date.

e. Except as required by other provisions of this contract, specifically cited and stated to be an exception to this clause—

1. The Government is not obligated to reimburse the Contractor for costs incurred in excess of the total amount obligated by the Government to this contract; and

2. The Contractor is not obligated to continue performance under this contract (including actions under the Termination clause of this contract) or otherwise incur costs in excess of the amount then obligated to the contract by the Government.

3. No notice, communication, or representation in any form or from any person other than the ACO, shall affect the amount obligated by the Government to this contract. In the absence of the specified notice, the Government is not obligated to reimburse the Contractor for any costs in excess of the total amount obligated by the Government to this contract, whether incurred during the course of the contract or as a result of termination.

4. When and to the extent that the amount obligated by the Government to the contract is increased, any costs the Contractor incurs before the increase that are in excess of the amount previously obligated by the Government shall be allowable to the same extent as if incurred afterward, unless the ACO issues a termination or other notice and directs that the increase is solely to cover termination or other specified expenses.

5. Change orders shall not be considered an authorization to exceed the amount obligated by the Government specified in the Schedule, unless they contain a statement increasing the amount obligated.

1. Reserved

2. Government-Furnished Property

a. The Contractor shall be responsible for the proper care and safety of all Government property in the Contractor's possession until properly relieved of the responsibility by the ACO.

b. The Contractor shall use the Government property only for those purposes authorized by this contract.

c. Upon acceptance of Government property, the Contractor shall email the ACO to confirm receipt of said property. Any loss or damage to subject property shall be immediately reported to the ACO and COR. The Government reserves the right to charge the Contractor the actual cost for replacing Government property lost or damaged by its employees.

d. The estimated values for the Government property anticipated to be furnished under this contract are as follows:

Token $65.00 each PIV Card $39.00 each

e. The Contractor agrees not to transmit data related to the Department over standard email or electronically transmitted over any non-secured transmission facilities.

f. The Contractor shall return all Government-furnished property at the completion or expiration of the contract or as otherwise directed by the COR or ACO. Payment of the Contractor’s final invoice may be withheld or adjusted pending the return of all Government-furnished property.

3. Permits and Licenses In the performance of work under this contract, the Contractor shall obtain and maintain in effect all necessary permits and licenses required by Federal, State, or local government, or subdivisions thereof, or of any other duly constituted public authority. Further, the Contractor shall obey and abide by all applicable laws and ordinances.

4. Key Personnel, Subcontractors, and Teaming Partners In connection with this contract, key personnel will be limited to individuals that were specifically identified in the Contractor’s accepted proposal. Subcontractors and teaming partners will be limited to those identified and approved in individual task orders. The Contractor shall obtain the Contracting Officer’s written consent before making any substitution for or additions to these designated personnel, subcontractors, or teaming partners. If the Contractor proposes a substitution, it shall submit the same type of information that was submitted in the accepted proposal to the Contracting Officer for evaluation and approval. The level of qualifications and experience submitted in the accepted proposal or that required by the solicitation, whichever is greater, is the minimum standard for any substitution. Personnel (direct or subcontracted) assigned by the Contractor to work on this contract and individual task orders must be acceptable to the Government. It is understood that any personnel assigned by the contractor or its subcontractor to the performance of the work hereunder, if in conflict with the best interests of the Government, shall be immediately removed from the assigned position. The ACO may elect to direct the retention of an individual on a task until a replacement has been approved by the Government.

5. Professional Liability Insurance The Contractor shall maintain professional liability insurance during the term of this contract, including any exercised options, in an amount sufficient to protect the Government from any loss, which might be caused by the Contractor or any of its agents or employees during the performance of this contract. The ACO reserves the right to request verification of insurance at any time during the contract.

6. Hold Harmless and Indemnification Agreement The Contractor shall indemnify and hold the Government, its agents, and employees, harmless against any and all financial loss or liability, including costs and expenses, arising from or occurring during the performance of this contract. This indemnification shall include but not be limited to losses resulting from the improper collection of a debt, failure by the Contractor to adhere to professional and ethical standards, violations of applicable state, local or federal laws or regulations governing the collection of debts, or any negligent or wrongful act, or omission, or malpractice, on the part of the Contractor, or any of its agents or employees, during the Contractor's performance of services under this contract.

The Contractor also agrees that if the Government suffers any financial loss or liability because of any negligent or wrongful act, or omission, or malpractice, by the Contractor, or any of its agents or employees, the Government may offset any such sums against any money in its possession which would otherwise be due and payable to the Contractor.

7. Conflict of Interest The Contractor shall notify the CO, COR, and the AUSA if representing the United States in any case forwarded by the Government is or could be a conflict of interest. A conflict of interest is present if the Contractor is assigned a case in which the debtor is a family member of the Contractor or any Contractor employees or any employees or contractors of Contractor’s law firm. The term “family member” is intended to encompass all family relationships including spouse, domestic partner, parent, child, step-child, adopted child, spouse of a child, spouse of a step- child, spouse of an adopted child, brother, sister, or spouse of a brother or sister, aunt, uncle, cousin, niece and nephew. A conflict of interest is also present if the Contractor is assigned a case in which the debtor is an existing client or a former client. If the Contractor believes that any assigned case does or may present a conflict of interest, it must contact the CO, COR, and the AUSA within three (3) business days and present the facts of the potential conflict. If the Government determines that a particular case poses a conflict of interest, that case must be returned within three (3) business days.

The Model Rules of Professional Conduct provide, inter alia, that a lawyer is generally prohibited from concurrently representing one client if that representation “will be directly adverse to another client” or if “there is significant risk that the representation of one or more clients will be materially limited by the lawyer’s responsibilities to another client,” even in a wholly unrelated matter. See generally Model R. Prof’l Conduct 1.7(a) & cmt. [6]. Thus, generally a lawyer cannot represent the United States if he or another lawyer in his law firm currently is representing a private client in a suit in which the interests of the United States are “directly adverse” to the private client or if there is “significant risk” that the representation of the United States will be “materially limited” by the lawyer’s responsibilities the private client, unless both clients consent. See Model R. Prof’l Conduct 1.7(a) & 1.10(a).

Accordingly, if your law firm or an attorney with your law firm currently represents a private client in a suit in which the interests of the United States are “directly adverse” to the private client or if there is “significant risk” that the representation of the United States will be “materially limited” by the lawyer’s responsibilities the private client, you must notify the COR and the AUSA in writing within five (5) business days. In your notice, you should provide the name of the private client and, if applicable, the court and case number in which the matter is pending and the name, address, and telephone number of the attorney representing the United States, the particulars of any potential conflict of interest and any potential implications to pending litigation or confidences or secrets of the United States, and whether you have notified the private client of the potential conflict. If you have not received consent in writing from the AUSA for your law firm or the attorney with your law firm to continue representation of the private client, you must stop all representation of the United States immediately, pending a decision by the parties, including the United States, whether to consent to such representation notwithstanding any conflict of interest.

In addition, if your law firm or an attorney with your law firm intends or seeks to represent a private client in a suit in which the interests of the United States are “directly adverse” to the private client or if there is “significant risk” that the representation of the United States will be “materially limited” by the lawyer’s responsibilities the private client, you must notify the COR and the AUSA prior to agreeing to such representation. In your notice, you should provide the name of the private client and, if applicable, the court and case number in which the matter is pending and the name, address, and telephone number of the attorney representing the United States, the particulars of any potential conflict of interest and any potential implications to pending litigation or confidences or secrets of the United States, and whether you have notified the prospective private client of the potential conflict. If you have not received consent in writing from the AUSA for your law firm or the attorney with your law firm to represent the private client, you may not represent the private client until the parties, including the United States, consent to such representation notwithstanding any conflict of interest.

Consent to representation of a private client notwithstanding a conflict of interest by the United States must be in writing. If there is any doubt as to whether the suit is one in which the interests of the United States are “directly adverse” to the private client or if there is “significant risk” that the representation of the United States will be “materially limited” by the lawyer’s responsibilities the private client, please present the situation to the AUSA for a determination.

8. Confidentiality of Data

8.1 Confidentiality of Data

8.1.1 General Confidentiality Provisions

a. The Department will provide the Contractor with all information and documents within its possession that may be necessary to bring suit to collect the debts referred to it. All case files and electronic databases containing information relating to the collection of debts referred to the Contractor shall be considered a system of records within the meaning of the Privacy Act and the Contractor shall institute appropriate safeguards as required by that Act. Contract data shall not be accessed by the Contractor in connection with other collection efforts involving the same debtor under another contract.

b. Duplication or disclosure of the data and other information to which the Contractor will have access as a result of this contract is prohibited. The terms "Contractor" and "contract employee" in this clause include all entities and individuals that will perform under this contract, including the Contractor and Contractor employees. It is understood that throughout performance of this contract, the Contractor will have access to confidential data which is either the sole property of the Department of Justice or is the sole property of other than the contracting parties. The Contractor agrees to maintain the confidentiality of all data to which access may be gained throughout contract performance, whether title thereto vests in the Department of Justice or otherwise. "Data" in this context also includes any information about the cases or investigations the Contractor is working on, including the names and subject matters of the cases or investigations. The Contractor shall restrict access to data provided by the Department to individuals who are engaged in collection and judgment enforcement activities on behalf of the Department under this contract and agrees not to disclose or divulge any such information except to persons who:

Have a DOJ security approval;

Have signed the Confidentiality Agreement and Have a need-to-know.

This limitation specifically applies to the Contractor's management chain.

c. The Contractor agrees to not disclose said data, any interpretations and/or translations thereof, or data derivative therefrom to unauthorized parties in contravention of these provisions, without the prior written approval of the ACO or the party in which title thereto is wholly vested. The Contractor may be held responsible for any violations of confidentiality.

d. The Contractor agrees that upon termination of the contract, it has no property or possessory right to any of the correspondence, files or materials, of whatever kind and description, or any copies or duplicates of such, whether developed/prepared by the Contractor or furnished by the Government in connection with the performance of this contract; and that, upon demand, the Contractor will surrender immediately to the COR such items, matters, materials, and copies.

e. All contract employees who will have access to confidential data will be asked to sign a Non- Disclosure Agreement (sample provided at Section J.3). It is the responsibility of the Contractor to assure that such Agreements have been signed before accessing confidential data. The Contractor shall submit original signed forms to the SPM.

8.1.2 Specific Confidentiality Provisions If a representative of (i) the news media or (ii) a local, state, or federal office (for example, a Congressional office) contacts contractor for information regarding this contract or any case assigned to contractor, contractor shall refer that representative to the local AUSA. The contractor shall not make any press release or otherwise make any public, out of court statements in connection with this contract unless prior written approval has been received from the CO.

9. Contractor Facility

(a) The Contractor shall implement physical controls as necessary to maintain the integrity and confidentiality of all data/information in its possession. Title 26 U.S. Code Section 6103(p)(4) requires external Federal, State and Local agencies and any other authorized recipients of Federal Tax Information (FTI) to establish procedures to ensure the proactive protection of the confidentiality as well as authorized uses of the FTI they receive, see IRS Publication 1075 at http://www.irs.gov.

At a minimum, the following requirements shall be in effect for Contractor controlled spaces where information is processed and/or stored:

(1) Access to the facility shall be limited to Contractor personnel or those escorted by Contractor personnel.

(2) Document/media storage areas shall be restricted to persons requiring access to them on a need-to-know basis and have a security access approval granted by DOJ.

(3) All areas designated for the storage of Federal Tax Information (FTI) require locked entrances and exits during non-working hours or a steel file cabinet that can be secured with a steel lock-bar and a General Services Administration approved changeable combination padlock, or its equivalent. Sensitive information such as Federal Tax Return information, and any other types of highly sensitive information that have more stringent security requirements shall be stored and protected pursuant to security regulations governing such information and special security instructions provided by the organization originating the information.

(4) All designated storage areas/containers must be made available for inspection upon initial award of a contract and semiannually or as otherwise directed by the SPM, COR or COR designee.

(b) When Federal Tax Information (FTI) is in actual use by authorized personnel, it shall be protected as follows:

(1) Kept under constant review by an authorized person who is in a physical position to exercise direct security controls over the material;

(2) Covered, turned face down, placed in storage containers, or otherwise protected when unauthorized persons are present;

(3) The room containing the materials must be locked when vacated for short periods of time; and

(4) Returned to storage containers/areas as soon as practical after use.

10. Automation Equipment and Media Materials

(a) At the conclusion of the contract period, all media materials used in conjunction with this contract shall be returned to the Department for destruction. This includes not only paper records, but also all removable, "consumable" media such as the Government-provided flash drive to be used in conjunction with the CDCS application, floppy disks, magnetic tapes, typewriter ribbons, CD-ROMs, DAT tapes, etc. Any of these media materials that become defective during contract performance shall be immediately turned into the Department for destruction.

(b) Also, at the conclusion of the contract, the Contractor shall sanitize all other media which has been used in connection with contract work, such as PC hard drives and memory, network server hard drives and memory, etc. according to DOJ approved procedures. For example, the Government will require the Contractor to degauss all such media or to write over the media a specified number of times (e.g., five times using software such as Norton Disk Wipe). The Contractor will also be required to provide itemized certification that the degaussing has been completed for all equipment used in connection with the contract. If the Contractor is unable to degauss or sanitize the media to the satisfaction of the SPM, the Contractor must turn the media over to the Government for destruction. The Government will not compensate the Contractor for the cost of this effort.

(c) If any PCs, hard drives, memory, servers, etc. used in connection with the contract become defective during the contract performance period, the Contractor must either turn the media over to the Government for destruction or sanitize the media in accordance with Government- approved procedures and certify the sanitization. This also applies to equipment/media the Contractor chooses to sell or dispose of for other reasons. The Government will not compensate the Contractor for the cost of this effort.

(d) The Government reserves the right to inspect any equipment/media certified by the Contractor as having been degaussed or sanitized.

(e) The Contractor must ensure that sensitive information does not remain on the storage media, including hard disks and floppy disks, when the PC is removed from the Contractor's area for maintenance or other use. Maintenance personnel must be escorted and monitored by Department or Contractor personnel when allowed to perform on-site maintenance for the equipment. The storage media must be removed from the PC prior to removal of the PC from the area for maintenance.

(f) Any removable storage media must be appropriately marked with the classification level.

11. Data Communications

(a) The Contractor is responsible for ensuring the security of all data transmitted internally (e.g., within and between Contractor facilities) and data transmitted between the Contractor and its subcontractors. For transmission of sensitive, non-classified data, the COR may require the data to be encrypted in compliance with Federal Information Processing Standard (FIPS) 197, Advanced Encryption Standard (AES) and "Security Level 1" of FIPS 140-2, Security Requirements for Cryptographic Modules, or their successors.

(b) All encryption devices must be made available for inspection upon initial award of a contract and semiannually or as otherwise directed by the SPM, COR or ACO.

12. Electronic Signatures (May 2019)

(a) The Department of Justice is committed to doing business in the most efficient and effective way possible, and to facilitate paperless processes. In furtherance of this goal, the Contracting Officer may apply their digital signature to procurement documents in the Portable Document Format (PDF) through the use of their government issued Personal Identity Verification (PIV) Card with a valid public key certificate. A digital signature made with these certificates is evidence that a specific individual signed the electronic record and that it was not altered. The recipient of a signed document can rely on the digital signature as evidence for a third party that the signature was generated by the claimed signer.

(b) For procurement documents that require a signature from a representative of the Contractor, the Contractor may utilize manual or electronic signature. Should the Contractor utilize an electronic signature, by returning the document with an electronic symbol affixed to the appropriate signature block, the Contractor representative signing on behalf of the Contractor certifies that:

(1) Electronic Form of Signature: The Contractor representative has knowingly adopted, applied, or affixed an electronic symbol to the document;

(2) Intent to Sign: The Contractor representative has applied an electronic symbol with the intent to legally bind the Contractor;

(3) Association of Signature to Record: the Contractor representative’s signature is attached to the electronic record being signed;

(4) Identification and Authentication of Signer: The Contractor has a means to identify and authenticate a particular person as the signer; and

(5) Integrity of Signed Record: The Contractor can attest to the integrity of the signed record between the time of signature and the returned record to the government.

(c) This clause applies to this document and any subsequent documents (e.g., modifications, task/delivery orders) associated with this action.

Section 2 – Contract Clauses

FAR 52.212-4 CONTRACT TERMS AND CONDITIONS – COMMERCIAL PRODUCTS AND COMMERCIAL

SERVICES is incorporated by reference. (see SF-1449, Block 27B) ADDENDUM TO FAR 52.212-4 CONTRACT TERMS AND CONDITIONS – COMMERCIAL PRODUCTS AND COMMERCIAL SERVICES (NOV 2023) 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.