Solicitation 9594CS21Q0030.pdf

SOLICITATION/CONTRACT/ORDER FOR COMMERCIAL ITEMS

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

1. REQUISITION NUMBER PAGE 1 OF

2. CONTRACT NO. 3. AWARD/EFFECTIVE

DATE

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

DATE

7. FOR SOLICITATION

INFORMATION CALL:

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

8. OFFER DUE DATE/

LOCAL TIME

9. ISSUED BY

13b. RATING

14. METHOD OF SOLICITATION

CODE

15. DELIVER TO 16. ADMINISTERED BY CODE

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

OFFEROR

CODE

FACILITY

CODE

CODE

TELEPHONE NO.

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

OFFER

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

BELOW IS CHECKED

RFQ IFB RFP

SEE ADDENDUM

19.

ITEM NO.

20.

SCHEDULE OF SUPPLIES/SERVICES

21.

QUANTITY

22.

UNIT

23.

UNIT PRICE

24.

AMOUNT

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

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

28. CONTRACTOR IS REQUIRED TO SIGN THIS DOCUMENT AND RETURN

COPIES TO ISSUING OFFICE. CONTRACTOR AGREES TO FURNISH AND

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

ADDITIONAL SHEETS SUBJECT TO THE TERMS AND CONDITIONS SPECIFIED

29. AWARD OF CONTRACT: REF. OFFER

DATED . . YOUR OFFER ON SOLICITATION

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

SET FORTH HEREIN, IS ACCEPTED AS TO ITEMS:

30a. SIGNATURE OF OFFEROR/CONTRACTOR

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

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

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

AUTHORIZED FOR LOCAL REPRODUCTION

PREVIOUS EDITION IS NOT USABLE

STANDARD FORM 1449 (REV. 2/2012)

Prescribed by GSA - FAR (48 CFR) 53.212

10. THIS ACQUISITION IS UNRESTRICTED OR

NAICS:

SIZE STANDARD:

13a. THIS CONTRACT IS A

RATED ORDER UNDER

DPAS (15 CFR 700)

SET ASIDE: % FOR:

11. DELIVERY FOR FOB DESTINA-

TION UNLESS BLOCK IS

MARKED

SEE SCHEDULE

12. DISCOUNT TERMS

ARE ARE NOT ATTACHED

ARE ARE NOT ATTACHED

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

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

8 (A)

EDWOSB

WOMEN-OWNED SMALL BUSINESS

(WOSB) ELIGIBLE UNDER THE WOMEN-OWNED

SMALL BUSINESS PROGRAM

SERVICE-DISABLED

VETERAN-OWNED

SMALL BUSINESS

HUBZONE SMALL

BUSINESS

SMALL BUSINESS

9594CS21Q0030

Cathy Collins 202-220-5354

Net 30

See Section F See Block 9

Court Services and Offender Supervision Agency Office of Financial Management 800 North Capital Street, NW Washington, DC 20002-4260

See Continuation Sheet

561621

$22M

04/16/2021

See Section L

Court Services and Offender Supervision Agency Office of Procurement 800 North Capital Street, NW Washington, DC Cathy Collins; 202-220-5354;catherine.collins@csosa.gov

9594CS21Q0030

SECTION A – BLANKET PURCHASE AGREEMENT

A.1 Description of Agreement. The Contractor agrees to all terms included herein of a Blanket Purchase Agreement (BPA) with the Court Services and Offender Supervision Agency (CSOSA) for alarm monitoring services and repair/maintenance and new installations to CSOSA’s electronic security system (ESS).

A.2 Schedule of Prices. This BPA does not obligate any funds. Funds are obligated on task orders issued against this BPA. Contract line items (CLINs) for this BPA are as follows:

CLIN Schedule of Supplies/Services Qty Unit Unit Price Estimated Value Base Period 0001 Electronic Security System Alarm Monitoring Services in accordance with Attachment J-1, Section C, Statement of Work

0002 Electronic Security System Maintenance and Repair Services in

0003 Electronic Security System New Installation Projects in

Option Period 1 1001 Electronic Security System Alarm Monitoring Services in

1002 Electronic Security System Maintenance and Repair Services in

1003 Electronic Security System New Installation Projects in

Option Period 2 2001 Electronic Security System Alarm Monitoring Services in

2002 Electronic Security System Maintenance and Repair Services in

2003 Electronic Security System New Installation Projects in

Option Period 3 3001 Electronic Security System Alarm Monitoring Services in

3002 Electronic Security System Maintenance and Repair Services in

3003 Electronic Security System New Installation Projects in

Option Period 4 4001 Electronic Security System Alarm Monitoring Services in

4002 Electronic Security System Maintenance and Repair Services in

4003 Electronic Security System New Installation Projects in

FAR 52.217-8

5001 Electronic Security System Alarm Monitoring Services in

5002 Electronic Security System Maintenance and Repair Services in

5003 Electronic Security System New Installation Projects in

Total Estimated Value $1,250,000.00

A.3 Purchase Limitation. The Government estimates, but does not guarantee, that the value of this BPA will be not-to-exceed $1,250,000.00 (including the base period of performance, all option periods, and the additional six months of performance authorized by FAR 52.217-8 combined). The estimated value is applicable to the total BPA and may be obligated as needed in each period of performance. If obligation of the total value is made prior to the completion of the any period of performance, then this BPA also expires as there is no further capacity to award any additional task orders. There is no dollar limit for task orders issued under this BPA.

A.4 Extent of Obligation. The Government is obligated only to the extent of authorized purchases actually made under this BPA. Purchases will be made via the issuance of task orders.

This BPA may be terminated upon 30 days written notice by either party. Notwithstanding a termination notice, the Contractor is required to complete all work awarded under any task order.

A.5 Ordering. Task orders to be issued against this BPA comprise the following services in accordance with Attachment J-1, Section C, Statement of Work for CSOSA’s ESS:

A.5.1 At the beginning of each BPA period of performance, a firm-fixed price (FFP) task order for annual alarm monitoring will be unilaterally issued without prior coordination with the Contractor. The task order funded amount for each BPA period of performance will be as identified in Attachment J-2, BPA Pricing for Alarm Monitoring.

A.5.2 At the beginning of each BPA period of performance, a task order for annual repairs/maintenance costs will be unilaterally issued without prior coordination with the Contractor. The funded amount on this task order will be a lump sum which is estimated to be the costs for repairs/maintenance during the respective BPA period of performance. Charges against this task order are incurred based on approved work orders for repairs/maintenance issued in accordance with the procedures outlined in Attachment J-1, Section C, Statement of Work for CSOSA’s ESS, section C.4.3.2. All labor costs incurred must be in accordance with the burdened hourly labor rates identified in Attachment J-3, BPA Labor Category Burdened Hourly Labor Rates.

A.5.3 On an as needed basis, an FFP task for new installations order (bilaterally signed by the Contractor and the Government) will be issued in accordance with the procedures outlined in Attachment J-1, Section C, Statement of Work for CSOSA’s ESS CSOSA, section C.4.4. All labor costs quoted for new installations must be in accordance with the burdened hourly labor rates identified in Attachment J-3, BPA Labor Category Burdened Hourly Labor Rates.

Only the burdened hourly labor rates for the labor categories identified in Attachment J-3, BPA Labor Category Burdened Hourly Labor Rates, are authorized to be billed by the Contractor for any repair/maintenance or new installation effort.

A.6 Individuals Authorized to Award Task Orders and Issue Work Orders.

A.6.1 Task orders under this BPA may only be issued by Contracting Officers of the Court Services and Offender Supervision Agency (CSOSA).

A.6.2 Work orders against any awarded task order for repair/maintenance (as outlined in Attachment J-1, Section C, Statement of Work for CSOSA’s ESS, section C.4.3.2) may only be issued by the Contracting Officer or the Contracting Officer’s Representative (COR) identified in Section G.

A.7 Invoicing. Invoicing for all services performed shall be accordance with the invoicing instructions provided in Section G of this BPA.

A.8 Other Terms and Conditions. In addition to the above, all terms and conditions included in the remaining sections of this BPA are applicable to the BPA and any task orders issued under this BPA.

SECTION B – SUPPLIES OR SERVICE AND PRICES/COST

B.1 Services. The Contractor shall provide all services required in accordance with the Statement of Work (SOW) in Section C.

B.2 Type of Contract. This is a firm-fixed price (FFP) and time and material (T&M) single award BPA. All task orders for alarm monitoring and new installation projects shall be awarded as firm-fixed price task orders. Task orders for repairs will be T&M awards.

B.3 North American Industry Classification System (NAICS) and Small Business Size Standard. The NAICS Code for this BPA is 561621, Security Systems Services. The Small Business Size Standard is $22M.

B.4 Warranty for New Equipment Installations. On all work orders or task orders requiring the installation of new ESS equipment, the Contractor shall provide a warranty for installation services and equipment as required by Attachment J-1, Section C, Statement of Work. The warranty percentage to be added, when applicable, throughout the BPA period of performance is to be completed at award based on the successful awardee’s warranty percentage identified in the completed Attachment J-11, Sample Project Pricing Sheet.

SECTION C – DESCRIPTION/SPECIFICATIONS/STATEMENT OF WORK

The Statement of Work for this BPA is provided in Attachment J-1, Section C Statement of Work, Electronic Security Equipment Services for Court Services and Offender Supervision Agency.

SECTION D –PACKAGING AND MARKING

Packing and marking of any deliverables to CSOSA shall be in accordance with good commercial practices.

SECTION E – INSPECTION AND ACCEPTANCE

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

E.2 Inspection and acceptance of services to be furnished will be performed by the COR. The Government will conduct any inspection deemed reasonably necessary to ensure the services conform with all requirements identified in Section C. Services, which upon inspection are found not to be in conformance with Section C, shall be re-performed within the timeframe established by the COR.

SECTION F – DELIVERIES AND PERFORMANCE

F.1 Place of Performance. Contractor personnel shall perform the work under this BPA at any CSOSA location within the metropolitan Washington, D.C. area.

F.2 Period of Performance.

F.2.1 The period of performance of this BPA is as follows:

Base Period – 12 months from date of award

Option Period 1 – 12 months from effective date of option period Option Period 2 – 12 months from effective date of option period Option Period 3 – 12 months from effective date of option period Option Period 4 – 12 months from effective date of option period

F.2.2 Task Order Period of Performance. The period of performance for any task order issued under this BPA shall be no longer than 12 months from the award date of the task order. Task orders may be issued up through the last day of the BPA.

F.3 Hours of Operation. CSOSA hours of operation are 7:00 a.m. to 6:00 p.m., Monday through Friday, except federal holidays. The Contractor shall coordinate work hours at Government facilities with the COR). The Contractor shall not perform work at Government facilities on federal holidays or other non-business days without prior approval of the COR.

Work to be performed at Government facilities must be accomplished within the CSOSA hours of operation identified above. Any work at the Government’s facilities outside the above identified hours of operation is not authorized unless approved by the COR.

F.4 Observance of Legal Holidays and Excused Absence.

F.4.1 Legal Holidays.

F.4.1.1 CSOSA personnel observe the following days as holidays:

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

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

(3) President’s Day (8) Veterans' Day

(4) Memorial Day (9) Thanksgiving Day

(5) Independence Day (10) Christmas Day

F.4.1.2 If a holiday falls on Sunday, the following Monday will be observed as the legal holiday.

F.4.1.3 When a holiday falls on a Saturday, the preceding Friday is observed as a legal holiday by U.S. Government agencies.

F.4.2 In addition to the days designated as holidays, the Government observes the following days:

(1) Any other day designated by Federal Statute

(2) Any other day designated by Executive Order

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

F.4.3 It is understood and agreed between the Government and the Contractor that observance of such days by Government personnel shall not otherwise be a reason for an additional period of performance, or entitlement of compensation except as set forth within the BPA. No work is authorized to be performed by the Contractor on any legal holiday or other day as designated by paragraph F.4.2 above.

F.5 Notice of Contractor Delays. In the event the Contractor encounters, or anticipates encountering, difficulty in meeting performance requirements, or in complying with the BPA/task order delivery schedule or completion date, or whether the Contractor has knowledge that any actual or potential situation is delaying, or threatens to delay, the timely performance of any task order, the Contractor shall immediately, within one business day, notify the Contracting Officer and the COR, in writing, giving pertinent details; provided, however, that this notification shall be informational only in character, and that this provision shall not be construed as a waiver by CSOSA of any delivery schedule or date, or any rights or remedies provided by law or under this BPA.

F.6 Travel. No travel reimbursement is authorized under any task order issued under this BPA.

SECTION G – CONTRACT ADMINISTRATION DATA

G.1 Contracting Officer’s Representative.

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

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

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

BPA.

G.1.3 The COR is not authorized to make any commitments or otherwise obligate the Government or authorize any changes which affect the BPA price, terms or conditions. Any Contractor request for changes shall be referred to the Contracting Officer directly or through the COR. No such changes shall be made without the express written prior authorization of the Contacting Officer.

G.2 Contracting Officer.

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

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

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

Elijah Anderson Office of Procurement Court Services and Offender Supervision Agency (CSOSA) 800 N. Capitol Street, NW, 6th Floor Washington, DC 20002-4260 Phone: 202.220.5795 Email Address: Elijah.Anderson@csosa.gov

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

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

G.3.2 Definitions.

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

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

G.3.3 To constitute a proper invoice, the payment request must comply with the requirements identified in the applicable Prompt Payment clause included in the contract or the clause FAR 52.212-4, Contract Terms and Conditions – Commercial Items, included in commercial item contracts.

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

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

G.3.5 Payment Request/Invoice Submission.

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

G.3.5.2 The payment request/invoice submission must identify the specific BPA contract line item number (CLIN) for which the Contractor is seeking payment.

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

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

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

b. For services:

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

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

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

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

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

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

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

mailto:Rolanda.White@csosa.gov

SECTION H – SPECIAL REQUIREMENTS

H.1 Security Requirements.

H.1.1 Security Clearances.

H.1.1.1 The scope of work and data collection requires the Contractor to have on-site access and may require the Contractor to collect information that is Procurement Sensitive and For Official Use Only or Agency Sensitive. Therefore, personnel supporting this BPA must have an approved CSOSA clearance, if they do not already have one.

H.1.1.2 The Contractor shall comply with the CSOSA administrative, physical and technical security controls to ensure that the government’s security requirements are met. During the course of these tasks, the Contractor shall not use, disclose or reproduce data that bears a restrictive legend, other than as required in the performance of this BPA, and will be required to sign non-disclosure agreements. Additionally, the Contractor shall comply with the CSOSA personnel security requirements listed below.

H.1.2 Personnel Security. The Contractor agrees to adhere to all regulations prescribed by the Government in regards to the safety and security of staff and Clients. All Contractor personnel (employees and approved subcontractors) utilized under this BPA shall submit to a CSOSA background check, and if necessary, a background investigation prior to performing. The intent and purpose of the background check/ investigation is to preclude the assignment of any individual who poses a threat to the Government, or successful work completion, due to past unlawful or inappropriate behavior. Contractor personnel must be U.S. citizens, or be lawfully permitted to reside in the United States and possess a valid work permit. The Contractor shall ensure that an individual does not begin work under this BPA until the background checks are conducted and approved by the CSOSA Office of Security.

H.1.3 CSOSA Background Checks.

H.1.3.1 Upon BPA award, the Contractor will provide the COR with completed and signed security forms for Contractor and subcontractor personnel. The forms to be completed are:

• CSOSA Security Form for Temporary Contractors (Form # CSOSA-SEC-0010) (Attachment J-6)

• CSOSA Credit Release (Attachment J-7)

• PIV Form (to be completed by COR if an access card is needed. If an access card is not needed, this form is not required) (Attachment J-8)

H.1.3.2 The COR will provide the completed security forms to the Contracting Officer who will provide the completed forms to the CSOSA Office of Security to conduct background checks. Once background checks are conducted and approved, the Office of Security will issue security approval to/through the CO/COR, who in turn will notify the Contractor. Only at that time may the Contractor notify an individual to begin work under this BPA.

H.1.3.3 Once an individual has been granted security approval, they can begin work. The Contractor must allow up to 30 days for the Office of Security to process the CSOSA background checks.

H.1.3.4 Derogatory information, falsification of any forms, or refusal to supply information and/or forms may be considered justification for immediate security denial/removal of the individual. CSOSA has the right to request any additional information necessary to complete the background check. If Contractor personnel fail to provide any of the above information, or cooperate with the CSOSA Office of Security, the individual will be disapproved and removed immediately.

H.1.4 Defense Counterintelligence Security Agency (DCSA) Background Investigation.

Awards with a period of performance of 180 days or more may undergo a background investigation by DCSA in addition to the CSOSA background check. The CSOSA Office of Security will provide the additional security forms required for initiation of the DCSA background investigation. The Contractor will ensure that each individual assigned to this BPA provides the following forms to the CSOSA Office of Security:

1. SF-85P, Questionnaire for Public Trust Positions (web-accessible form) - The Office of Security will provide the link for individuals to complete this form electronically.

2. OF 306, Declaration for Federal Employment

3. FD 258, Fingerprint Cards

H.1.5 If an individual is terminated, resigns, or for any other reason is no longer working on the BPA, the Contractor shall ensure that all previously issued CSOSA equipment and material (including CSOSA identification card, if one has been issued) is retrieved from that individual and returned to the COR within one business day of the termination. The Contractor must notify the COR immediately when an individual is no longer working on the BPA. The COR must immediately notify the CSOSA Office of Security and Information Technology in writing so all electronic access can be promptly terminated. In addition, the Contractor shall coordinate with the Contracting Officer or COR to identify a replacement if necessary. Replacements cannot start work until the CSOSA Office of Security provides approval.

H.1.6 Any individual who has been removed from performance under the BPA may be required to undergo another CSOSA background check before resuming work.

H.1.7 Both the Contracting Officer and the COR shall ensure that all Contractor and approved subcontractor employees who provide services under this BPA have been approved by the CSOSA Office of Security.

H.1.8 Contractor personnel shall wear or display CSOSA issued identification at all times when performing work at a CSOSA facility. Contractor personnel shall not share or loan any CSOSA identification. All individuals assigned to this BPA must report the loss or misplacement of agency identification immediately to the CSOSA Office of Security.

H.1.9 By responding to the CSOSA solicitation, Contractor and approved subcontractor personnel agree to provide the requested information and cooperate with the above listed procedures. Any Contractor or approved subcontractor employee who does not obtain a favorable adjudication for the CSOSA background check, or DCSA background investigation, will be unable to perform services under this BPA. The final adjudicative determination will be made at the sole discretion of CSOSA.

H.1.10 Security and Privacy - Personally Identifiable Information (PII), Personal Health Information (PHI), or Sensitive Information Storage and Handling.

The Contractor is responsible for meeting information security and privacy requirements, and for the proper handling of Personally Identifiable Information (PII), Personal Health Information (PHI), or Sensitive Information Marked as Controlled Unclassified Information (CUI) as defined by Executive Order 13556 (or similar markings – For Official Use Only (FOUO), Sensitive Security Information (SSI), Sensitive But Unclassified (SBU), or any other forms of non-public information). Such information’s security and privacy requirements include the Federal Information Security Modernization Act of 2014, E-Government Act of 2002, Privacy Act of 1974, and other applicable laws, Executive Orders, directives, policies, standards, instructions, regulations, or procedures, and agency directives, policies, instructions, regulations, or procedures. The Contractor must store, process, or transmit all PII, PHI, or Sensitive Information only within CSOSA-controlled IT resources. Any exceptions must be formally approved in writing by the CSOSA Director, CIO, Chief Privacy Officer, CISO, Records Management Officer, and formally distributed to the Contractor in writing via the authorized CSOSA Contracting Officer. If exceptions are granted, specific information security and privacy requirements will be determined and formally provided to the Contractor.

H.1.11 Information Security and Privacy Training

H.1.11.1 Contractor personnel are responsible for completing initial Information Security and Privacy Training in accordance with federal regulations and agency requirements, and completing annual training thereafter.

H.1.11.2 Computer Security Incident and Privacy Breach Notification. The Contractor agrees that in the event of any actual or suspected computer security incident or breach of PII, PHI, or Sensitive Information Marked as CUI as defined by Executive Order 13556 (or similar markings – FOUO, SSI, SBU, or any other forms of Non-Public Information), the Contractor will notify within one hour, the CSOSA CIO, Chief Privacy Officer, CISO, and the COR or Contracting Officer.

H.1.11.3 All Contractor personnel (to include subcontractor personnel, teaming partner personnel, and independent consultants) who will be personally and substantially involved in the performance of this BPA which requires the Contractor to act on behalf of, or provide advice with respect to any phase of an agency procurement, shall execute and submit a “Non-Disclosure Agreement” Form. All Contractor personnel must submit a Non-Disclosure Agreement prior to the commencement of any work on this BPA. Furthermore, Contractor personnel must submit a Non-Disclosure agreement whenever replacement personnel are proposed. Any information provided by the Contractor (and any subcontractors if applicable) in the performance of this BPA or obtained by the Government is only to be used in the performance any work under this BPA.

H.2 Government Property.

H.2.1 Government Property may be provided to the Contractor. During the performance of any repairs or new installations, if required equipment is in CSOSA’s decommissioned security equipment inventory, the COR may request the Contractor use the already available equipment.

H.2.2 The Contractor shall maintain and disposition all GFP and Contractor acquired (on behalf of the Government) property in accordance with FAR 52.245-1 Government Property

(JAN 2017).

H.3 Unforeseen Closures, Work Stoppage and Government Closures. Uncontrollable or unforeseeable circumstances such as, acts of God or the public enemy, acts of the Government in its sovereign or contractual capacity, fire, floods, epidemics, quarantine restrictions, inclement weather or special Federal or ceremonial events, may cause the Government to close. Under such circumstances, the Government will not pay for unworked hours.

H.4 Confidentiality of Reports and Other Data. Neither the Contractor, nor any affiliate, subsidiary, consultant, subcontractor, or personnel thereof, shall divulge to any third party any information concerning deliverables produced, work performed, results obtained, or any information provided by the Government in connection with this BPA and any task order issued under the BPA without the prior written approval of the Contracting Officer. This clause shall survive the expiration of this BPA and its task orders.

H.5 Review of Announcements or Publishing. Neither the Contractor, nor any affiliate, subsidiary, consultant, subcontractor, or personnel thereof, shall make public releases of information or any matter pertaining to this BPA and any task order issued under the BPA, including, but not limited to, advertising in any medium, or presentation before technical, scientific, or industry groups, without the prior written approval of the Contracting Officer. The provisions of this clause shall survive the expiration of this BPA and its task orders.

H.6 Confidentiality and Non-Disclosure Agreement. All Contractor personnel (to include subcontractor personnel, teaming partner personnel, and independent consultants) who will be personally and substantially involved in the performance of this BPA which requires the Contractor to act on behalf of, or provide advice with respect to any phase of an agency procurement, shall execute and submit Attachment J-9, Confidentiality and Non-Disclosure Agreement. All Contractor personnel must submit a completed Attachment J-2, Confidentiality and Non-Disclosure Agreement prior to the commencement of any work on this BPA.

Furthermore, Contractor personnel must submit a completed Attachment J-9 Confidentiality and Non-Disclosure Agreement whenever replacement personnel perform any work under this BPA.

Any information provided by the Contractor (and any subcontractors if applicable) in the performance of this BPA or any task orders issued under this BPA or obtained by the Government is only to be used in the performance any work under this BPA.

H.7 Contractor Personnel Conduct.

H.7.1 Contractor’s employees shall comply with all applicable Government regulations, policies and procedures (e.g., fire, safety, sanitation, environmental protection, security, “off limits” areas, and possession of weapons) when visiting or working at Government facilities.

H.7.2 Contractor personnel shall maintain satisfactory standards of employee competency, conduct, appearance, and integrity, as described and shall take such disciplinary action against its employee as may be necessary. All Contractors are expected to adhere to standards of conduct that reflect credit on themselves, their employee, CSOSA, and the Government.

H.7.3 The Contractor shall ensure Contractor employees understand and abide by CSOSA established rules, regulations and policies concerning safety and security.

H.7.4 Contractor personnel working on-site at Government facilities shall wear a Government issued identification badge. All Contractor personnel shall identify themselves as contractors when their status is not readily apparent.

H.7.5 Contractor personnel performing work on-site at any CSOSA location shall not consume any controlled substances as defined in schedules I through V of section 202 of the Controlled Substances Act, 21, U.S.C. 812. If on medication, the Contractor personnel shall be fully capable of performing the requirements of the statement of work.

H.7.6 The Government may, at its sole discretion, direct the Contractor to remove any Contractor personnel from CSOSA facilities for poor performance, misconduct, or security reasons.

H.8 Data Safeguard and Disposal

H.8.1 The Contractor shall safely store and protect from unauthorized disclosure and destruction, either direct or as a result of negligence, data collected during the duration of the BPA. At the conclusion of the BPA period of performance, the Contractor shall purge all PII or sensitive data provided to the Contractor, including any backed-up data and any other PII or sensitive data held by the Contractor pursuant to this BPA. The Contractor shall certify in writing the date information was deleted and method used for deletion. All PII or sensitive will be maintained, handled, disclosed, and disposed of in accordance with the Privacy Act of 1974, 5 U.S.C. 552a and Public Law 107-347 titled E-Government Act of 2002.

H.8.2 The Contractor will guarantee strict confidentiality of the information/data that is provided by the Government during the performance of this BPA. The Government has determined that the information/data that the Contractor will be provided during the performance of this effort is of a sensitive nature and cannot be disclosed in any manner.

H.8.3 The Contractor, in whole or in part, can only make disclosure of the information/data, after the Contractor receives prior written approval from the Contracting Officer. Whenever the Contractor is uncertain with regard to the proper handling of information/data under this effort, the Contractor will obtain a written determination from the Contracting Officer. Contractor personnel assigned to perform work must be acceptable to the Government in terms of personal and professional conduct. If at any time during performance of this BPA, Contractor personnel are deemed a security risk, the Contractor will be responsible for immediate removal and replacement with acceptable personnel.

H.8.4 If an individual is terminated, resigns, or for any other reason is no longer working on the BPA, the Contractor shall immediately return any facility access material/passes to the COR within one business day of the termination, resignation or removal from the BPA or task order.

H.8.5 The Contractor agrees to assume responsibility for protecting the confidentiality of Government records, which are not public information. Each Contractor, employee of the Contractor, or Contractor’s subcontractor or partner to whom information may be made available or disclosed will be notified in writing by the Contractor that such information may be disclosed only for a purpose and to the extent authorized herein.

H.8.6 The Contractor will keep the information confidential, use appropriate safeguards to maintain its security in accordance with minimum Federal standards. The Contractor must also certify that its subcontractor(s) or partners will adhere to the same minimum Federal standards when working with sensitive data.

H.9 Teaming Partners and Subcontractors. The Contractor shall obtain approval from the Contracting Officer before adding teaming partners or subcontractors. All teaming partners and subcontractors must be identified before performing any work under this BPA. When submitting the request to add teaming partners or subcontractors, the Contractor shall include the rationale for the addition, and a description of any cost implications. The Contracting Officer has the ultimate authority to approve or reject the proposed teaming partner or subcontractor.

H.10 Insurance.

H.10.1 General Requirements. The Contractor, at its sole expense, shall procure and maintain, during the entire period of performance under this BPA, the types of insurance specified below. The Contractor shall have its insurance broker or insurance company submit a Certificate of Insurance to the Contracting Officer giving evidence of the required coverage prior to commencing performance under this BPA. In no event shall any work be performed until the required Certificates of Insurance signed by an authorized representative of the insurer(s) have been provided to, and accepted by, the Contracting Officer. All insurance shall be written with financially responsible companies authorized to do business in the District of Columbia or in the jurisdiction where the work is to be performed and have an A.M. Best Company rating of A- / VII or higher. The Contractor shall require all of its subcontractors to carry the same insurance required herein. All required policies shall contain a waiver of subrogation provision in favor or the Government of the United States and/or CSOSA. The Government shall be included in all policies required hereunder to be maintained by the Contractor and its subcontractors (except for workers’ compensation and professional liability insurance) as an additional insureds for claims against CSOSA or The United States relating to this BPA, with the understanding that any affirmative obligation imposed upon the insured Contractor or its subcontractors (including without limitation the liability to pay premiums) shall be the sole obligation of the Contractor or its subcontractors, and not the additional insured. All of the Contractor’s and its subcontractors’ liability policies (except for workers’ compensation and professional liability insurance) shall indicate that such policies provide primary coverage (without any right of contribution by any other insurance, reinsurance or self-insurance, including any deductible or retention, maintained by an Additional Insured) for all claims against the additional insured arising out of the performance of this Statement of Work by the Contractor or its subcontractors, or anyone for whom the Contractor or its subcontractors may be liable. If the Contractor and/or its subcontractors maintain broader coverage and/or higher limits than the minimums shown below, CSOSA requires and shall be entitled to the broader coverage and/or the higher limits maintained by the Grantee and subcontractors.

H.10.2 Commercial General Liability Insurance (“CGL”). The Contractor shall provide evidence satisfactory to the Contracting Officer with respect to the services performed that it carries a CGL policy, written on an occurrence (not claims-made) basis covering liability for all ongoing and completed operations of the Contractor, including ongoing and completed operations under all subcontracts, and covering claims for bodily injury, including without limitation sickness, disease or death of any persons, injury to or destruction of property, including loss of use resulting therefrom, personal and advertising injury, and including coverage for liability arising out of an Insured Contract (including the tort liability of another assumed in a contract). Such coverage shall have limits of liability of not less than $1,000,000 each occurrence, a $2,000,000 general aggregate, and a $1,000,000 personal and advertising injury limit. The Contractor shall carry all liability insurance for five years following the final acceptance of work under this BPA.

H.10.3 Automobile Liability Insurance. The Contractor shall provide evidence satisfactory to the Contracting Officer of commercial (business) automobile liability insurance including coverage for all owned, hired, borrowed, and non-owned vehicles, and equipment used by the Contractor, with minimum per accident limits equal to the greater of (i) the limits set forth in the Contractor’s commercial automobile liability policy or (ii) $1,000,000.00 per occurrence combined single limit for bodily injury and property damage.

H.10.4 Workers’ Compensation Insurance. The Contractor shall provide evidence satisfactory to the Contracting Officer of Workers’ Compensation insurance in accordance with the statutory mandates of the District of Columbia or the jurisdiction in which the BPA is performed.

H.10.5 Employer’s Liability Insurance. The Contractor shall provide evidence satisfactory to the Contracting Officer of employer’s liability insurance as follows: $500,000 per accident for injury; $500,000 per employee for disease; and $500,000 for policy disease limit. All insurance required by this paragraph 3 shall include a waiver of subrogation endorsement for the benefit of CSOSA or the United States.

H.10.6 Employment Practices Liability Insurance. The Contractor shall provide evidence satisfactory to the Contracting Officer with respect to the operations performed to cover the defense of employment related claims which the CSOSA would be named as a co-defendant in claims arising from: Discrimination, Sexual Harassment, Wrongful Termination, or Workplace Torts. Policy shall include the Client Company Endorsement for Temporary Help Firms and the Independent Contractors Endorsement. The policy shall provide limits of $500,000 for each wrongful act and $500,000 annual aggregate for each wrongful act. The Contractor shall maintain this insurance for five years following CSOSA’s final acceptance of the work performed under this BPA.

H.11 Indemnification.

H.11.1 The Contractor agrees for itself, its employees, and subcontractors to save, defend, hold harmless and indemnify the Government and all of its elected and appointed officials, officers, current and former employees, agents, departments, agencies, boards, and commissions (collectively the "Government") from and against any and all claims made by third parties or by the Government for any and all losses, damages, injuries, fines, penalties, costs (including court costs and attorney's fees), charges, liability, demands or exposure, however caused, resulting from, arising out of, or in any way connected with the Contractor's acts or omissions, including the acts or omissions of its employees and/or subcontractors, in performance or nonperformance of its work called for by the Contract Documents.

H.11.2 The Contractor shall:

H.11.2.1 Promptly notify the Contracting Officer of any claim or action against, or any loss by, the Contractor or any approved subcontractors that may reasonably be expected to involve indemnification under this clause;

H.11.2.2 Immediately furnish to the Contracting Officer copies of all pertinent papers of the Contractor that pertain to any indemnification matter;

H.11.2.3 Furnish evidence or proof of any claim, loss, or damage covered by this clause in the manner and form the Contracting Officer requires; and

H.11.2.4 Comply with the Contracting Officer’s directions and execute any authorizations required in connection with settlement or defense of claims or actions.

H.11.3 The Government may direct, control, or assist in settling or defending any claim or action that may involve indemnification under this clause.

H.11.4 This indemnification shall survive the termination of this BPA.

H.11.5 Hold Harmless and Indemnification Agreement. The Contractor shall be solely liable for, and expressly agrees to indemnify the Government, with respect to any liability-producing acts or omissions by its employees or agents. Specifically, the Contractor shall save and hold harmless and indemnify the Government against any and all liability claims, and cost of whatsoever kind and nature, for injury to or death of any person or persons and for loss or damage to any Contractor equipment or property or property owned by a third party occurring in connection with, or in any way incident to or arising out of the occupancy, use, service, operation, or performance of work under the terms of this BPAt, resulting in whole or in part from the acts or omissions of the Contractor, any subcontractor, or any employee, agent, or representative of the Contractor or subcontractor.

H.11.6 Government Liability. The Government shall not be liable for any injury or damages to Contractor or subcontractor personnel, or damage to Contractor or subcontractor equipment or property resulting from the delivery of services required under this BPA, unless such injury or damage is due to negligence on the part of the Government and is recoverable under the Federal Torts Claims Act, or pursuant to other Federal statutory authority.

H.12 Independent Contractor Status.

H.12.1 Contractor is an independent contractor, and neither Contractor nor Contractor's employees or contract personnel are, or shall be deemed, Government's employees. In its capacity as an independent contractor, the Contractor agrees and represents, and the Government agrees, as follows:

H.12.2 Contractor has the right to control and direct the means, manner, and method in which to perform services required by CSOSA through this BPA.

H.12.2.1 Contractor has the right to hire assistants as subcontractors to provide the services required by this BPA provided Contractor notifies the Government in writing of the need to hire subcontractors, and receives the expressed written permission from the Government before hiring any subcontractor under this BPAt.

H.12.2.2 The services required by this BPA shall be performed by Contractor, Contractor's employees, and/or contract personnel and/or subcontractors, and the Government shall not hire, supervise, or pay any assistants or subcontractors to help Contractor.

H.13 Period of Claim. Notwithstanding the claim period stated in FAR 52.212-4(d), Disputes, and pursuant to FAR 33.206, Initiation of a Claim, the Contractor, absent good cause for delay, agrees to submit any claim related to this BPA within 12 months from the day the Contractor becomes aware of the event(s) leading to the claim.

SECTION I – CONTRACT CLAUSES

I.1 FAR 52.252-2 Clauses Incorporated By Reference (Feb 1998)

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

https://www.acquisition.gov

FAR

Clause No.

Title Date

52.212-4 Contract Terms and Conditions – Commercial Items (ALT I) OCT 2018 52.245-1 Government Property JAN 2017 52.242-15 Stop-Work Order AUG 1989 52.245-9 Use and Charges APR 2012

I.2 FAR 52.212-5 -- Contract Terms and Conditions Required to Implement Statutes or Executive Orders-Commercial Items (JAN 2021)

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

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

(2) 52.204-23, Prohibition on Contracting for Hardware, Software, and Services Developed or Provided by Kaspersky Lab and Other Covered Entities (JUL 2018) (Section 1634 of…