USCA18R0088_Solicitation.pdf

SOLICITATION, OFFER, AND AWARD 1. THIS CONTRACT IS A RATED ORDER UNDER DPAS

(15 CFR 700)

RATING

2. CONTRACT NUMBER 3. SOLICITATION NUMBER

USCA18R0088 SEALED BID (IFB)

X NEGOTIATED (RFP)

4. TYPE OF SOLICITATION 5. DATE ISSUED 6. REQUISITION/PURCHASE NUMBER

PMD180011

CODE PMD

Procurement Management Division Administrative Office of the United States Courts One Columbus Circle, N.E.

Suite 3-250 Washington, DC 20544-0001

7. ISSUED BY 8. ADDRESS OFFER TO (If other than Item 7)

NOTE: In sealed bid solicitations "offer" and "offeror" mean "bid" and "bidder".

SOLICITATION

14:00:00 06/05/2018

(Hour) (Date)

CAUTION - LATE Submissions, Modifications, and Withdrawals: See Section L, Provision No. 3-100. All offers are subject to all terms and conditions contained in this solicitation.

9. Sealed offers in original and ____________ copies for furnishing the supplies or services in the Schedule will be received at the place specified in item 8, or if handcarried, in the depository located in ______________________________________________________ until ________________ local time _________________

10. FOR

INFORMATION

CALL:

A. NAME

DONALD C. PARKINS AREA CODE

NUMBER

502-1391

EXT.

B. TELEPHONE (NO COLLECT CALLS) C. E-MAIL ADDRESS

Don_Parkins@ao.uscourts.gov

11. TABLE OF CONTENTS

(X) SEC. DESCRIPTION PAGE(S) (X) SEC. DESCRIPTION PAGE(S)

PART I - SCHEDULE PART II - CONTRACT CLAUSES

A SOLICITATION/CONTRACT FORM I CONTRACT CLAUSES CONTRACT

B SUPPLIES OR SERVICES AND PRICES/COSTS PART III - LIST OF DOCUMENTS, EXHIBITS AND OTHER ATTACH

C DESCRIPTION/SPECS./WORK STATEMENT J LIST OF ATTACHMENTS

D PACKAGING AND MARKING PART IV - REPRESENTATIONS AND INSTRUCTIONS

E INSPECTION AND ACCEPTANCE K REPRESENTATIONS, CERTIFICATIONS AND OTHER

STATEMENTS OF OFFERORSF DELIVERIES OR PERFORMANCE

L INSTRS., CONDS., AND NOTICES TO OFFERORSG CONTRACT ADMINISTRATION DATA

M EVALUATION FACTORS FOR AWARDH SPECIAL CONTRACT REQUIREMENTS

OFFER (Must be fully completed by offeror)

NOTE: Item 12 does not apply if the solicitation includes a minimum offer acceptance period.

In compliance with the above, the undersigned agrees, if this offer is accepted within _______________________ calendar days (60 calendar days unless a different period is inserted by the offeror) from the date for receipt of offers specified above, to furnish any or all items upon which prices are offered at the price set opposite each item, delivered at the designated point(s), within the time specified in the schedule.

12.

13. DISCOUNT FOR PROMPT PAYMENT 10 CALENDER DAYS(%) 20 CALENDER DAYS(%) 30 CALENDER DAYS(%) CALENDAR DAYS

NUMBER PERCENTAGE

14. ACKNOWLEDGEMENT OF AMENDMENTS (The offeror acknowledges receipt of amendments to the SOLICITATION for offerors and related documents numbered and dated):

AMENDMENT NO. DATE AMENDMENT NO. DATE

15A. NAME AND

ADDRESS OF

OFFEROR

CODE FACILITY 16. NAME AND TITLE OF PERSON AUTHORIZED TO SIGN

OFFER (Type or Print)

15B. TELEPHONE NUMBER

AREA CODE NUMBER EXT.

15C. CHECK IF REMITTANCE ADDRESS IS

DIFFERENT FROM ABOVE - ENTER SUCH

ADDRESS IN SCHEDULE.

17. SIGNATURE 18. OFFER DATE

AWARD (To be completed by Government)

19. ACCEPTED AS TO ITEMS NUMBERED 20. AMOUNT 21. ACCOUNTING AND APPROPRIATION

10 U.S.C. 2304(c) ( ) 41 U.S.C. 253(c) ( )

22. AUTHORITY FOR USING OTHER THAN FULL AND OPEN COMPETITION: 23. SUBMIT INVOICES TO ADDRESS SHOWN IN (4 copies unless otherwise specified)

ITEM

CODE24. ADMINISTERED BY (if other than Item 7) CODE AFSD Accounting Division, DAS-BAPO-ACC Administrative Office of the United States Courts One Columbus Circle, N.E., Suite 5-300 Washington, DC 20544-0001

25. PAYMENT WILL BE MADE BY

26. NAME OF CONTRACTING OFFICER (Type or print) 27. UNITED STATES OF AMERICA 28. DATE

IMPORTANT - Award will be made on this Form, or on Standard Form 26, or by other authorized official written notice.

AUTHORIZED FOR LOCAL REPRODUCTION

Previous edition is unusable

Judiciary Standard Form 33 (REV. 10-12)

USCA18R0088 - Page 1 of 24

Table of Contents

Section Description Page Number

B Supplies or Services and Prices/Costs C Descriptions/Specifications/Statement of Work

C-0 Statement of Work D Packaging and Marking

2-45 Packaging and Marking E Inspection and Acceptance

2-5B Inspection of Services F Deliveries or Performance

2-60 Stop-Work Order F-1 Period of Performance F-2 Deliverables

G Contract Administration Data 3-305 Payment by Electronic Funds Transfer-System for Award Management (SAM) Registration 7-1 Contract Administration 7-5 Contracting Officer's Representative 7-10 Contractor Representative 7-125 Invoices 7-125 Alt I Invoices G-1 Ordering Instructions 6-20 Insurance-Work On or Within a Judiciary Facility

H Special Contract Requirements 1-1 Employment by the Government 7-45 Travel 7-55 Contractor Use of Judiciary Networks 2-65 Key Personnel 7-50 Parking H-1 Organization Conflict of Interest H-2 Preventing Personal Conflict of Interest H-3 Minimum Guarantee H-4 Maximum Contract Limit

I Contract Clauses 1-10 Gratuities or Gifts 1-15 Disclosure of Contractor Information to the Public 1-5 Conflict of Interest 2-50 Continuity of Services 2-80 Judiciary Property 3-105 Audit and Records 3-120 Order of Precedence 3-140 Notice to the Judiciary of Labor Disputes 3-160 Service Contract Act of 1965 3-180 Fair Labor Standards Act and Service Contract Act-Price Adjustment 3-205 Protest after Award 3-25 Protecting the Judiciary's Interest When Subcontracting with Contractors Debarred, Suspended, or Proposed for Debarment 3-300 Registration in the System for Award Management (SAM) 3-35 Covenant Against Contingent Fees 3-40 Restrictions on Subcontractor Sales to the Judiciary 3-45 Anti-Kickback Procedures 3-50 Cancellation, Rescission, and Recovery of Funds for Illegal or Improper Activity 3-55 Price or Fee Adjustment for Illegal or Improper Activity 4-25 Indefinite Quantity 4-30 Payment (Time-and-Materials and Labor-Hour Contracts) 4-30 Alt I Payment (Time-and-Materials and Labor-Hour Contracts, Alt I 4-5 Ordering 5-20 Records Ownership 6-110 Deferred Ordering of Technical Data or Computer Software 6-25 Insurance-Liability to Third Persons 6-60 Rights in Data - General 7-100B Limitation of Liability (Services) 7-110 Bankruptcy 7-130 Interest (Prompt Payment)

USCA18R0088 - Page 2 of 24

7-135 Payments 7-140 Discounts for Prompt Payment 7-15 Observance of Regulations/Standards of Conduct 7-150 Extras 7-185 Changes 7-185 Alt I Changes 7-185 Alt II Changes 7-20 Security Requirements 7-205 Payment for Judiciary Holidays 7-210 Payment for Emergency Closures 7-215 Notification of Ownership Changes 7-220 Termination for Convenience of the Judiciary (Fixed Price) 7-225 Termination (Cost-Reimbursement) 7-225 Alt I Termination (Cost-Reimbursement) 7-230 Termination for Default - Fixed-Price Products and Services 7-235 Disputes 7-25 Indemnification 7-30 Public Use of the Name of the Federal Judiciary 7-35 Disclosure or Use of Information 7-40 Judiciary-Contractor Relationships 7-65 Protection of Judiciary Buildings, Equipment, and Vegetation 7-80 Competition in Subcontracting 7-85 Examination of Records B-20 Computer Generated Forms 7-165 Penalties for Unallowable Costs 7-170 Notice of Intent to Disallow Costs 7-175 Assignment of Claims 7-195 Excusable Delays 3-145 Payment for Overtime Premiums 4-10 Order Limitations 7-75 Subcontracts B-5 Clauses Incorporated by Reference

J List of Attachments J-0 Attachments

K Representations, Certifications and Other Statements of Offerors or Respondents 3-15 Place of Performance 3-5 Taxpayer Identification and Other Offeror Information 3-20 Certification Regarding Debarment, Suspension, Proposed Debarment, and Other Responsibility Matters 3-30 Certificate of Independent Price Determination 3-130 Authorized Negotiators

L Instructions, Conditions and Notices to Offerors or Respondents 3-85 Explanation to Prospective Offerors 3-95 Preparation of Offers 3-100 Instructions to Offerors 3-210 Protests 7-60 Judiciary Furnished Property or Services 4-1 Type of Contract L-1 Inquiries L-2 Proposal Instructions L-3 Business Proposal L-4 Technical Proposal B-1 Solicitation Provisions Incorporated by Reference

M Evaluation Factors for Award 3-70 Determination of Responsibility M-1 Basis For Award M-2 Evaluation Approach

USCA18R0088 - Page 3 of 24

Section B - Supplies or Services and Prices/Costs

CLIN NO. Supplies or Services Quantity Unit of Issue Unit Price Extended Amount

0001 Acquisition Program Support 0 Service

Extended Description:This is a indefinite delivery/indefinite quantity contract consisting of a variety of task order types (Firm Fixed Price, Labor Hour, Time and Material, Cost). Task Orders will be issued during the contract period for services contained in this contract.

Labor Categories and rates contained in Section J, Attachment 1 may be used when procuring services based on a Labor Hour or Time and Material Basis.

Period of Performance:07/01/2018 - 06/30/2023

Section C - Descriptions/Specifications/Statement of Work

C-0 Statement of Work

C.1 Description of Work

C.1.1 Introduction. The Administrative Office of the U.S. Courts (AOUSC) serves as the administrative arm of the Federal Judiciary. The Director of the Administrative Office of the U.S. Courts (AO) has delegated all procurement authority to the AO’s Procurement Executive (PE). As a part of the delegated authority, the PE is the Chief of the Procurement Management Division (PMD) within the AOUSC. The PMD is responsible for establishing procurement policy for the judiciary as well as awarding contracts in support of the mission of the federal courts nationwide. This includes being responsible for providing oversight, planning, and execution for all acquisition efforts within the AOUSC. A strategic goal of the AOUSC has been established to reduce time & material contracts, avoid the use of personal services contracts and practices, and better manage contracts awarded using the Judiciary Information Technology Fund (JITF) which is a “no-year” information technology fund.

C.1.2 Objectives. To obtain expertise to support AOUSC initiatives in program and acquisition excellence.

C.1.3 Scope. Task Orders issued against this contract may be awarded under one of the following support areas:

Support Area 1: Contract Portfolio and Assessment Support Support Area 2: Requiring Activity Acquisition Support Support Area 3: Procurement Policy Support Support Area 4: Acquisition Process Improvement Support Support Area 5: Acquisition Workforce Development and Training Support

C.2. Support Areas

C.2.1 Support Area 1 – Contract Portfolio and Assessment Support.

C.2.1.1 Subtask 1.1 – Baseline Management and Metrics Support. The contractor shall develop, capture, ana-lyze, and monitor Portfolio execution for AOUSC program offices based on the AOUSC Acquisition Plan and other planning tools on a recurring basis. The contractor shall analyze the AOUSC’s acquisition efforts provided via multiple data sources to identify trends and produce metrics and reports on a recurring basis. The contractor shall develop metrics that cover program assessment, timeliness of acquisition support, and acquisi-tion workforce parameters. The contractor shall support the preparation and execution of meetings, capture ac-

USCA18R0088 - Page 4 of 24 tion items, and provide minutes to the appropriate Government entity.

C.2.1.2 Subtask 1.2 – Independent Assessment Support.

The contractor shall conduct Independent Assessments which will vary in magnitude and complexity at the cus-tomer portfolio level to potential deep-dives into specific programmatic problems at Program/Project level.

Task Orders associated with this subtask will identify the scope of the assessment and provide necessary in-formation required to accomplish the subtask. The contractor should not assume that the Government will provide all information and data. The contractor shall leverage highly-skilled acquisition specialists with in-depth knowledge of acquisition best practices. The contractor shall support the preparation and execution of meetings, capture action items, and provide minutes to the appropriate Government point of contact as detailed in the order placed against this contract.

C.2.2 Support Area 2 – Requiring Activity Acquisition Support

The contractor shall assist in the review, update, and development acquisition documents and procurement packages for AOUSC program offices as identified in Task Orders issued under this contract. The contractor shall analyze and ensure these documents and packages are consistent with judiciary procurement policy, ap-plicable statutes, and internal PMD guidelines, and accurately reflect programmatic need. The contractor shall assist program offices with the development and validation of Statements of Work/Statements of Objectives.

The contractor shall assist program offices in developing requirements that lend themselves to contracting types other than time and material or labor hour. The type of documents varies, requiring a broad set of skills to en-sure high quality. The contractor shall leverage highly skilled acquisition specialists with in-depth knowledge of acquisition best practices. Some work will require the contractor to independently research information and obtain data. The contractor should not assume that the Government will provide all information and data. The contractor shall support the preparation and execution of meetings, capture action items, and provide minutes to the appropriate Government point of contact as detailed in the order placed against this contract.

C.2.3 Support Area 3 – Procurement Policy Support.

The contractor shall review, update, or develop judiciary procurement policy to include Volume 14 of the Guide to Judiciary Policy, Procurement Manuals, templates, and other procurement instructions as identified in task orders. The contractor shall review and analyze new statutes, regulations, and policies and provide an assess-ment on the future impact to the judiciary’s acquisition efforts. Some work will require the contractor to inde-pendently research information and data. The contractor shall support the preparation and execution of meet-ings, capture action items, and provide minutes to the appropriate Government point of contact as detailed in the order placed against this contract.

C.2.4 Support Area 4 – Acquisition Process Improvement Support

The contractor shall assist the AOUSC in developing and implementing procurement process improvements as detailed in orders placed against this contracts. The contractor shall provide an analysis of existing processes to provide recommendations for streamlining acquisition practices for acquisition activities and provide recom-mendations for implementation of acquisition reform. The contractor shall base this assessment on experience and an expert understanding of community acquisition reform efforts. Additionally, the contractor shall be re-sponsible for the development of templates, instructions and other tools to minimize reliance on time and mater-ial, labor hour contracts, and personal services contracts. The contractor shall support the preparation and exe-cution of meetings, capture action items, and provide minutes to the appropriate Government point of contact as detailed in the order placed against this contract.

C.2.5 Support Area 5 - Acquisition Workforce Develop and Training Support.

C.2.5.1 Subtask 5.1- Acquisition Workforce Development Support

USCA18R0088 - Page 5 of 24

The contractor shall make assessments of the acquisition workforce as identified in Task Orders issued under this contract. These assessments include, but may not be limited to, the AOUSC’s use of acquisition workforce initiatives, education offerings, training offerings, hiring plans, retention plans, recognition plans, acquisition workforce related processes. Based on the assessment requested, the contractor shall provide recommendations to close any identified gaps and increase efficiencies. The contractor shall develop and update Acquisition Workforce instructions, guidelines, processes, and documents. The contractor shall develop and track training metrics. The contractor shall pull data and provide monthly reports on the status of the acquisition workforce.

The contractor shall support the preparation and execution of meetings, capture action items, and provide minutes to the appropriate Government point of contact as detailed in the order placed against this contract.

C.2.5.2 Subtask 5.2 – Acquisition Training Support

The contractor shall develop curriculum and provide offerings for these courses to the AOUSC’s acquisition workforce as identified in Task Orders issued under this contract. In addition, the contractor shall develop training content and provide Acquisition training in a variety of forums. to include workshops, “All Hands” meetings, brown bag meetings, and hands-on training. The Contractor shall support the preparation and execu-tion of meetings, capture action items, and provide minutes to the appropriate Government point of contact as detailed in the order placed against this contract.

C.3 Deliverables and Performance Standards

Each order placed under this contract will identify required deliverables and deliverable schedules. Addition-ally, performance standards will be established for each order.

C.4. Place of Performance

The place of performance will be identified in the Task Order Request for Quotation.

C.5. Period of Performance

The term of this contract will be for five (5) years. The period of performance for individual orders will be iden-tified in each task order issued under this contract.

C.6 Key Personnel

Key Personnel may be required for Task Orders issued under this contract and will be identified in the Task Or-der Request for Quotation.

Section D - Packaging and Marking

Clause(s) Incorporated By Reference, see Clause B-5 Clause Title Date

2-45 Packaging and Marking AUG 2004

Section E - Inspection and Acceptance

Clause(s) Incorporated By Reference, see Clause B-5 Clause Title Date

2-5B Inspection of Services APR 2013

Section F - Deliveries or Performance

USCA18R0088 - Page 6 of 24

Clause(s) Incorporated By Reference, see Clause B-5 Clause Title Date

2-60 Stop-Work Order JAN 2010

F-1 Period of Performance

The period of performance for this contract will be for five (5) years from date of award and will consist of a base ordering period with four (4) one-year ordering periods thereafter as identified in Section B of the con-tract.

F-2 Deliverables

All deliverables will be accepted according to the deliverable schedule established in individual task orders. De-liverables, and the timeframe for their delivery, shall be specified in each task order. The contractor shall submit electronic copies of document deliverables to the COR and other government staff, as necessary, via email un-less otherwise specified on a task order. All document deliverables shall be made by close of business (COB) 4:30pm local time Monday through Friday, unless stated otherwise on a task order. All deliverables submitted in electronic format shall be free of any known computer virus or defects. If a virus or defect is found, the deliv-erable will not be accepted. The replacement file shall be provided within two (2) business days after notification of the presence of a virus.

Section G - Contract Administration Data

Clause(s) Incorporated By Reference, see Clause B-5 Clause Title Date

3-305 Payment by Electronic Funds Transfer-System for Award

Management (SAM) Registration

APR 2013

7-1 Contract Administration JAN 2003

7-5 Contracting Officer's Representative APR 2013

7-10 Contractor Representative JAN 2003

7-125 Invoices APR 2011

7-125 Alt I Invoices JAN 2003

G-1 Ordering Instructions

6-20 Insurance-Work On or Within a Judiciary Facility APR 2011

(a) The contractor shall, at its own expense, provide and maintain during the entire performance of this contract, at least the following kinds and minimum amounts of insurance:

(1) Workman's Compensation and Employee's Liability Insurance. The contractor shall comply with applicable federal and state workers' compensation and occupational disease statutes. If occupational diseases are not compensable under those statutes, they shall be covered under the employer's liability section of the insurance policy. Employer's liability coverage of at least $100,000 per incident is required.

(2) Automobile Liability Insurance. The contractor shall have coverage at a minimum of $200,000 per person;

$500,000 per occurrence for bodily injury; and $20,000 per occurrence for property damage.

(3) General Liability Insurance. The contractor shall have coverage at a minimum of $200,000 per person and $500,000 per occurrence for death or bodily injury and $20,000 per occurrence for property damage.

(4) Self-Insurance. If the contractor has been approved to provide a qualified program of self insurance, the contractor must submit any proposed changes to the program to the contracting officer for approval.

(b) Prior to beginning performance under this contract, the contractor shall provide the insurance carrier certific-

USCA18R0088 - Page 7 of 24 ation of the above minimum amounts.

(c) The maintenance of insurance coverage as required by this clause is a continuing obligation, and the lapse or termination of insurance coverage without replacement coverage being obtained will be grounds for termina-tion for default.

(d) The certification evidencing required insurance shall contain an endorsement to the effect that any cancella-tion or any material change adversely affecting the judiciary's interest shall not be effective:

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

(2) until 30 days after the insurer or the contractor gives written notice to the contracting officer, whichever period is longer.

(e) The contractor shall insert the substance of this clause, including this paragraph (e), in subcontracts under this contract that require work in a judiciary facility and shall require subcontractors to provide and maintain the required insurance. The contractor shall maintain a copy of all subcontractors' proofs of required insurance, and shall make copies available to the contracting officer upon request.

(END)

Section H - Special Contract Requirements

Clause(s) Incorporated By Reference, see Clause B-5 Clause Title Date

1-1 Employment by the Government JAN 2003

7-45 Travel APR 2013

7-55 Contractor Use of Judiciary Networks JUN 2014

2-65 Key Personnel APR 2013

(a) Individuals identified below as key personnel and accepted for this contract are expected to remain dedicated to this contract. However, in the event that it becomes necessary for the contractor to replace any of the indi-viduals designated as key personnel, the contractor shall request such substitutions in accordance with this clause. Substitution of key personnel will be considered under the following circumstances only:

(1) All substitutes shall have qualifications at least equal to those of the person being replaced.

(2) All appointments of key personnel shall be approved in writing by the contracting officer, and no substitu-tions of such personnel shall be made without the advance written approval of the contracting officer.

(3) Except as provided in paragraph (4) of this clause, at least 30 days (60 days if security clearance is required) in advance of the proposed substitution, all proposed substitutions of key personnel shall be submitted in writ-ing to the contracting officer, including the information required in paragraph (5) of this provision.

(4) The following identifies the requirements for situations where individuals proposed as key personnel be-come unavailable because of sudden illness, death or termination of employment. The contractor shall within 5 work days after the event, notify the contracting officer in writing of such unavailability. If the event happens after award, the contracting officer will determine if there is an immediate need for a temporary substitute and a continuing requirement for a permanent substitute for the key personnel position. The contracting officer will promptly inform the contractor of this determination. If the contracting officer specifies that a temporary substi-tute is required, the contractor shall as soon as is practical identify who will be performing the work as a tem-porary substitute. The temporary substitute will then start performance on a date mutually acceptable to the con-tracting officer and the contractor. Within 15 work days following the event, if the contracting officer specifies that a permanent substitute is required, the contractor shall submit, in writing, for the contracting officer's ap-proval, the information required in (5) and (6) below, for a proposed permanent substitute for the unavailable individual. The approval process will be the same as (7) below.

(5) Request for substitution of key personnel shall provide a detailed explanation of the circumstances necessit-ating substitution, a resume of the proposed substitute, and any other information requested by the contracting officer to make a determination as to the appropriateness of the proposed substitute's qualifications. All resumes shall be signed by the proposed substitute and his/her formal (per company accepted organizational chart) direct supervisor or higher authority.

USCA18R0088 - Page 8 of 24

(6) As a minimum (or as otherwise specified in the solicitation), resumes shall include the following:

(a) name of person;

(b) functional responsibility;

(c) education (including, in reverse chronological order, colleges and/or technical schools attended (with dates), degree(s)/certification(s) received, major field(s) of study, and approximate number of total class hours);

(d) citizenship status;

(e) experience including, in reverse chronological order for up to ten years, area(s) or work in which a person is qualified, company and title of position, approximate starting and ending dates (month/year), concise descrip-tions of experience for each position held including specific experience related to the requirements of this con-tract; and

(f) certification that the information contained in the resume is correct and accurate (signature of key person and date signed, and signature of the supervisor or higher authority and date signed will be accepted as certifica-tion).

(7) The contracting officer will promptly notify the contractor in writing of his/her approval or disapproval of all requests for substitution of key personnel. All disapprovals will require re-submission of another proposed substitution within 15 days by the contractor.

(b) The following individuals are designated as key personnel under this contract:

[Contracting Officer to add names upon contract award]

(END)

7-50 Parking APR 2013

There is no contractor parking available at the Thurgood Marshall Federal Judiciary Building (TMFJB). In the event that this contract requires the delivery of equipment or materials to the TMFJB, the contractor shall park delivery vehicles at designated locations within the TMFJB Complex ONLY WHILE LOADING AND UN- LOADING THE VEHICLE. Arrangements for pick-up and delivery at the TMFJB shall be coordinated with the Contracting Officer's Representative (COR) and made in accordance with building management policies.

(end)

H-1 Organization Conflict of Interest

To avoid a potential Organization Conflict of Interest (OCI), neither the Contractor nor its sub-contractors shall quote on work (that may be solicited in other, future judiciary solicitations) that they have developed or helped develop in performing orders under this contract.

H-2 Preventing Personal Conflict of Interest

(a) Definitions. As used in this clause—

“Acquisition function closely associated with inherently governmental functions” means supporting or provid-ing advice or recommendations with regard to the following activities of a Federal agency:

(1) Planning acquisitions.

(2) Determining what supplies or services are to be acquired by the Government, including developing state-ments of work.

(3) Developing or approving any contractual documents, to include documents defining requirements, incentive plans, and evaluation criteria.

(4) Evaluating contract proposals.

(5) Awarding Government contracts.

(6) Administering contracts (including ordering changes or giving technical direction in contract performance or contract quantities, evaluating contractor performance, and accepting or rejecting contractor products or ser-vices).

(7) Terminating contracts.

(8) Determining whether contract costs are reasonable, allocable, and allowable.

USCA18R0088 - Page 9 of 24

“Covered employee” means an individual who performs an acquisition function closely associated with inher-ently governmental functions and is—

(1) An employee of the contractor; or

(2) A subcontractor that is a self-employed individual treated as a covered employee of the contractor because there is no employer to whom such an individual could submit the required disclosures.

“Non-public information” means any Government or third-party information that has not been disseminated to the general public and the Government has not yet determined whether the information can or will be made available to the public. Such information may include, but is not limited to, all employee data and any written and oral information of a personal nature as well as access and use of data and information which is prioprietary to the judiciary or to a judiciary contractor.

“Personal conflict of interest” means a situation in which a covered employee has a financial interest, personal activity, or relationship that could impair the employee’s ability to act impartially and in the best interest of the Government when performing under the contract. (A de minimis interest that would not “impair the employee’s ability to act impartially and in the best interest of the Government” is not covered under this definition.)

(1) Among the sources of personal conflicts of interest are—

(i) Financial interests of the covered employee, of close family members, or of other members of the covered employee’s household;

(ii) Other employment or financial relationships (including seeking or negotiating for prospective employment or business); and

(iii) Gifts, including travel.

(2) For example, financial interests referred to in paragraph (1) of this definition may arise from—

(i) Compensation, including wages, salaries, commissions, professional fees, or fees for business referrals;

(ii) Consulting relationships (including commercial and professional consulting and service arrangements, sci-entific and technical advisory board memberships, or serving as an expert witness in litigation);

(iii) Services provided in exchange for honorariums or travel expense reimbursements;

(iv) Research funding or other forms of research support;

(v) Investment in the form of stock or bond ownership or partnership interest (excluding diversified mutual fund investments);

(vi) Real estate investments;

(vii) Patents, copyrights, and other intellectual property interests; or

(viii) Business ownership and investment interests.

(b) Requirements. The Contractor shall—

(1) Have procedures in place to screen covered employees for potential personal conflicts of interest, by—

(i) Obtaining and maintaining from each covered employee, when the employee is initially assigned to the task under the contract, a disclosure of interests that might be affected by the task to which the employee has been assigned, as follows:

(A) Financial interests of the covered employee, of close family members, or of other members of the covered employee’s household.

(B) Other employment or financial relationships of the covered employee (including seeking or negotiating for prospective employment or business).

(C) Gifts, including travel; and

(ii) Requiring each covered employee to update the disclosure statement whenever the employee’s personal or

USCA18R0088 - Page 10 of 24 financial circumstances change in such a way that a new personal conflict of interest might occur because of the task the covered employee is performing.

(2) For each covered employee—

(i) Prevent personal conflicts of interest, including not assigning or allowing a covered employee to perform any task under the contract for which the Contractor has identified a personal conflict of interest for the employee that the Contractor or employee cannot satisfactorily prevent or mitigate in consultation with the contracting agency;

(ii) Prohibit use of non-public information accessed through performance of a Government contract for personal gain; and

(iii) Obtain a signed non-disclosure agreement to prohibit disclosure of non-public information accessed through performance of a Government contract.

(3) Inform covered employees of their obligation—

(i) To disclose and prevent personal conflicts of interest;

(ii) Not to use non-public information accessed through performance of a Government contract for personal gain; and

(iii) To avoid even the appearance of personal conflicts of interest;

(4) Maintain effective oversight to verify compliance with personal conflict-of-interest safeguards;

(5) Take appropriate disciplinary action in the case of covered employees who fail to comply with policies es-tablished pursuant to this clause; and

(6) Report to the Contracting Officer any personal conflict-of-interest violation by a covered employee as soon as it is identified. This report shall include a description of the violation and the proposed actions to be taken by the Contractor in response to the violation. Provide follow-up reports of corrective actions taken, as necessary.

Personal conflict-of-interest violations include—

(i) Failure by a covered employee to disclose a personal conflict of interest;

(ii) Use by a covered employee of non-public information accessed through performance of a Government con-tract for personal gain; and

(iii) Failure of a covered employee to comply with the terms of a non-disclosure agreement.

(c) Mitigation or waiver.

(1) In exceptional circumstances, if the Contractor cannot satisfactorily prevent a personal conflict of interest as required by paragraph (b)(2)(i) of this clause, the Contractor may submit a request to the Contracting Officer for—

(i) Agreement to a plan to mitigate the personal conflict of interest; or

(ii) A waiver of the requirement.

(4) The Contractor shall include in the request any proposed mitigation of the personal conflict of interest.

(3) The Contractor shall—

(i) Comply, and require compliance by the covered employee, with any conditions imposed by the Government as necessary to mitigate the personal conflict of interest; or

(ii) Remove the Contractor employee or subcontractor employee from performance of the contract or terminate the applicable subcontract.

(d) Subcontract flowdown. The Contractor shall include the substance of this clause, including this paragraph (d), in subcontracts—

(1) That exceed $150,000; and

(2) In which subcontractor employees will perform acquisition functions closely associated with inherently gov-

USCA18R0088 - Page 11 of 24 ernmental functions (i.e., instead of performance only by a self-employed individual).

H-3 Minimum Guarantee

The minimum guarantee for this contract will be $25,000 during the life of this contract. Task Orders issued un-der this contract will be applied against the minimum guarantee.

H-4 Maximum Contract Limit

The maximum limitation for orders placed during the performance period of this contract is $8,000,000. The judiciary will place orders up the minimum guarantee identified in Clause H-3. The maximum contract limit is estimated and is not guaranteed.

Section I - Contract Clauses

Clause(s) Incorporated By Reference, see Clause B-5 Clause Title Date

1-10 Gratuities or Gifts JAN 2010

1-15 Disclosure of Contractor Information to the Public AUG 2004

1-5 Conflict of Interest AUG 2004

2-50 Continuity of Services JAN 2003

2-80 Judiciary Property JAN 2003

3-105 Audit and Records APR 2011

3-120 Order of Precedence JAN 2003

3-140 Notice to the Judiciary of Labor Disputes JAN 2003

3-160 Service Contract Act of 1965 JUN 2012

3-180 Fair Labor Standards Act and Service Contract Act-Price

Adjustment

APR 2011

3-205 Protest after Award JAN 2003

3-25 Protecting the Judiciary's Interest When Subcontracting with

Contractors Debarred, Suspended, or Proposed for Debarment

JUN 2014

3-300 Registration in the System for Award Management (SAM) APR 2013

3-35 Covenant Against Contingent Fees JAN 2003

3-40 Restrictions on Subcontractor Sales to the Judiciary JUN 2014

3-45 Anti-Kickback Procedures JUN 2012

3-50 Cancellation, Rescission, and Recovery of Funds for Illegal or

Improper Activity

JUN 2012

3-55 Price or Fee Adjustment for Illegal or Improper Activity JUN 2012

4-25 Indefinite Quantity APR 2013

4-30 Payment (Time-and-Materials and Labor-Hour Contracts) APR 2011

USCA18R0088 - Page 12 of 24

4-30 Alt I Payment (Time-and-Materials and Labor-Hour Contracts, Alt

I

APR 2011

4-5 Ordering APR 2013

5-20 Records Ownership JAN 2003

6-110 Deferred Ordering of Technical Data or Computer Software JUN 2014

6-25 Insurance-Liability to Third Persons APR 2013

6-60 Rights in Data - General JUN 2012

7-100B Limitation of Liability (Services) JAN 2003

7-110 Bankruptcy JAN 2003

7-130 Interest (Prompt Payment) JAN 2003

7-135 Payments APR 2013

7-140 Discounts for Prompt Payment JAN 2003

7-15 Observance of Regulations/Standards of Conduct JAN 2003

7-150 Extras JAN 2003

7-185 Changes APR 2013

7-185 Alt I Changes APR 2013

7-185 Alt II Changes APR 2013

7-20 Security Requirements APR 2013

7-205 Payment for Judiciary Holidays APR 2013

7-210 Payment for Emergency Closures APR 2013

7-215 Notification of Ownership Changes JAN 2003

7-220 Termination for Convenience of the Judiciary (Fixed Price) JAN 2003

7-225 Termination (Cost-Reimbursement) JAN 2010

7-225 Alt I Termination (Cost-Reimbursement) APR 2013

7-230 Termination for Default - Fixed-Price Products and Services JAN 2003

7-235 Disputes JAN 2003

7-25 Indemnification AUG 2004

7-30 Public Use of the Name of the Federal Judiciary JUN 2014

7-35 Disclosure or Use of Information APR 2013

7-40 Judiciary-Contractor Relationships JAN 2003

7-65 Protection of Judiciary Buildings, Equipment, and Vegetation APR 2013

7-80 Competition in Subcontracting JAN 2003

7-85 Examination of Records JAN 2003

USCA18R0088 - Page 13 of 24

B-20 Computer Generated Forms JAN 2003

7-165 Penalties for Unallowable Costs JUN 2012

7-170 Notice of Intent to Disallow Costs JAN 2003

7-175 Assignment of Claims JAN 2003

7-195 Excusable Delays JAN 2003

3-145 Payment for Overtime Premiums JAN 2003

(a) The use of overtime is authorized under this contract if the overtime premium does not exceed [Insert either or the overtime premium is paid for work:

(1) necessary to cope with emergencies such as those resulting from accidents, natural disasters, breakdowns of production equipment, or occasional production bottlenecks of a sporadic nature;

(2) by indirect-labor employees such as those performing duties in connection with administration, protection, transportation, maintenance, standby plant protection, operation of utilities, or accounting;

(3) to perform tests, industrial processes, laboratory procedures, loading or unloading of transportation convey-ances, and operations in flight or afloat that are continuous in nature and cannot reasonably be interrupted or completed otherwise; or

(4) that will result in lower overall costs to the judiciary.

(b) Any requests for estimated overtime premiums that exceed the amount specified above shall include all es-timated overtime for contract completion and shall:

(1) identify the work unit; e.g., department or section in which the requested overtime will be used, together with present workload, staffing, and other data of the affected unit sufficient to permit the contracting officer to evaluate the necessity for the overtime;

(2) demonstrate the effect that denial of the request will have on the contract delivery or performance schedule;

(3) identify the extent to which approval of overtime would affect the performance or payments in connection with other judiciary contracts, together with identification of each affected contract; and

(4) provide reasons why the required work cannot be performed by using multishift operations or by employing additional personnel.

(END)

4-10 Order Limitations JUN 2014

(a) Minimum order. When the judiciary requires products or services covered by this contract in an amount less than $10,000, the judiciary is not obligated to purchase, nor is the contractor obligated to furnish, those products or services under this contract.

(b) Maximum order. The contractor is not obligated to honor:

(1) any order for a single item in excess of $5,000,000;

(2) any order for a combination of items in excess of $10,000,000; or

(3) a series of orders from the same ordering office in the course of 365 days that together call for quantities ex-ceeding the limitations stated in subparagraph (b)(1) or (b)(2) above.

(c) If this is a requirements contract, (i.e. includes Clause 4-20, Requirements) the judiciary is not required to order a part of any one requirement from the contractor if that requirement exceeds the maximum-order limita-tions stated in paragraph (b) above.

(d) Notwithstanding paragraphs (b) and (c) of this clause, the contractor shall honor any order exceeding the maximum order limitations in paragraph (b), unless that order (or orders) is returned to the ordering office with-in five (5) days after issuance, with written notice stating the contractor's intent not to ship the item (or items) called for and the reasons. Upon receiving this notice, the judiciary may acquire the products or services from another source.

(end)

7-75 Subcontracts JAN 2003

USCA18R0088 - Page 14 of 24

(a) Definitions as used in this clause:

"Approved purchasing system" means a contractor's purchasing system that has been reviewed and approved in writing.

"Consent to subcontract" means the contracting officer's written consent for the contractor to enter into a partic-ular subcontract.

"Subcontract" means any contract entered into by a subcontractor to furnish products or services for perform-ance of the prime contract or a subcontract. It includes, but is not limited to, purchase orders, and changes and modifications to purchase orders.

(b) This clause does not apply to subcontracts for special test equipment.

(c) When this clause is included in a fixed-price type contract, consent to subcontract is required only on un-priced contract actions (including unpriced modifications or unpriced purchase/delivery/task orders), and only if required in accordance with paragraph (d) or (e) of this clause.

(d) If the contractor does not have a written approved purchasing system, consent to subcontract is required for any subcontract that:

(1) is of the cost-reimbursement, time-and-materials, or labor-hour type; or

(2) is fixed price and exceeds either the judiciary's small purchase threshold or 5 percent of the total estimated cost of the contract.

(e) If the contractor has a written approved purchasing system, the contractor nevertheless shall obtain the con-tracting officer's written consent before placing the following subcontracts:

[Contracting Officer list conditions requiring consent]

(f) (1) The contractor shall notify the contracting officer reasonably in advance of placing any subcontract or modification thereof for which consent is required under paragraph (c), (d), or (e) of this clause, including the following information:

(i) a description of the products or services to be subcontracted;

(ii) identification of the type of subcontract to be used;

(iii) identification of the proposed subcontractor;

(iv) the proposed subcontract price;

(v) the subcontractor's current, complete, and accurate cost or pricing data and Certificate of Current Cost or Pricing Data, if required by other contract provisions;

(vi) the subcontractor's Disclosure Statement or Certificate relating to Cost Accounting Standards when such data are required by other provisions of this contract;

(vii) a negotiation memorandum reflecting:

(A) the principal elements of the subcontract price negotiations;

(B) the most significant considerations controlling establishment of initial or revised prices;

(C) the reason cost or pricing data were or were not required;

(D) the extent, if any, to which the contractor did not rely on the subcontractor's cost or pricing data in determ-ining the price objective and in negotiating the final price;

(E) the extent to which it was recognized in the negotiation that the subcontractor's cost or pricing data were not accurate, complete, or current; the action taken by the contractor and the subcontractor; and the effect of any such defective data on the total price negotiated;

(F) the reasons for any significant difference between the contractor's price objective and the price negotiated;

and

(G) a complete explanation of the incentive fee or profit plan when incentives are used. The explanation shall identify each critical performance element, management decisions used to quantify each incentive element, reasons for the incentives, and a summary of all trade-off possibilities considered.

(2) If the contractor has a written approved purchasing system and consent is not required under paragraph (c), (d), or (e) of this clause, the contractor nevertheless shall notify the contracting officer reasonably in advance of entering into any (i) cost-plus-fixed-fee subcontract, or (ii) fixed-price subcontract that exceeds either the small purchases threshold or 5 percent of the total estimated cost of this contract. The notification shall include the in-formation required by paragraphs (f)(1)(i) through (f)(1)(iv) of this clause.

(g) Unless the consent or approval specifically provides otherwise, neither consent by the contracting officer to any subcontract nor approval of the contractor's purchasing system will constitute a determination:

(1) of the acceptability of any subcontract terms or conditions;

(2) of the allowability of any cost under this contract; or

USCA18R0088 - Page 15 of 24

(3) to relieve the contractor of any responsibility for performing this contract.

(h) No subcontract or modification thereof placed under this contract shall provide for payment on a cost-plus-a-percentage-of-cost basis, or any fee payable under costreimbursement type subcontracts will not exceed the fee limitations.

(i) The contractor shall give the contracting officer immediate written notice of any action or suit filed and prompt notice of any claim made against the contractor by any subcontractor or vendor that, in the opinion of the contractor, may result in litigation related in any way to this contract, with respect to which the contractor may be entitled to reimbursement from the judiciary.

(j) The judiciary reserves the right to review the contractor's purchasing system.

(k) Paragraphs (d) and (f) of this clause do not apply to the following subcontracts, which were evaluated during negotiations.

[To be completed by the Contracting Officer in the contract award]

(END)

B-5 Clauses Incorporated by Reference OCT 2010

This procurement 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:

http://www.uscourts.gov/procurement.aspx.

(END)

Section J - List of Attachments

J-0 Attachments

J-1 Schedule of Pricing

J-2 Labor Categories

J-3 Wage Determination

J-4 Task Order 1, Request for Proposal

J-5 Task Order 2, Request for Proposal

J-6 Past Performance Questionaire

Section K - Representations, Certifications and Other Statements of Offerors or Respondents

Provision(s) Incorporated By Reference, see Provision B-1 Clause Title Date

3-15 Place of Performance JAN 2003

3-5 Taxpayer Identification and Other Offeror Information APR 2011

(a) Definitions "Taxpayer Identification (TIN)," as used in this provision, means the number required by the Internal Revenue Service (IRS) to be used by the offeror in reporting income tax and other returns. The TIN may be either a so-cial security number or an employer identification number.

(b) All offerors shall submit the information required in paragraphs (d) through (f) of this provision to comply with debt collection requirements of 31 U.S.C. 7701(c) and 3325(d), reporting requirements of 26 U.S.C. 6041, USCA18R0088 - Page 16 of 24

6041A and implementing regulations issued by the IRS. If the resulting contract is subject to the payment re-porting requirements, the failure or refusal by the offeror to furnish the information may result in a 31 percent reduction of payments otherwise due under the contract.

(c) The TIN may be used by the government to collect and report on any delinquent amounts arising out of the offeror's relationship with the government (31 U.S.C. 7701(c)(3)). If the resulting contract is subject to payment recording requirements, the TIN provided hereunder may be matched with IRS records to verify the accuracy of the offeror's TIN.

(d) Taxpayer Identification Number (TIN):

[__] TIN has been applied for.

[__] TIN is not required, because:____________________________________________________________ [__] Offeror is a nonresident alien, foreign corporation or foreign partnership that does not have income effect-ively connected with the conduct of a trade or business in the United States and does not have an office or place of business or a fiscal paying agent in the United States;

[__] Offeror is an agency or instrumentality of a foreign government;

[__] Offeror is an agency or instrumentality of the federal government.

(e) Type of organization:

[__] sole proprietorship;

[__] partnership;

[__] corporate entity (not tax-exempt);

[__] corporate entity (tax-exempt);

[__] government entity (federal, sate or local);

[__] foreign government;

[__] international organization per-26 CFR 1.6049-4;

[__] other ___________________________________________________________________________.

(f) Contractor Representations The offeror represents as part of its offer that it is [__], is not [__] , 51% owned and the…