70FA5020R00000005 NPWS RFP - Final.docx

70FA5020R000000056 Section M

Department of Homeland Security (DHS) Federal Emergency Management Agency (FEMA)

NATIONAL CONTINUITY PROGRAMS (NCP)

NATIONAL PUBLIC WARNING SYSTEM (NPWS) SUSTAINMENT, DECOMMISSIONING, CONSTRUCTION, MODERNIZATION, ENVIRONMENTAL AND HISTORIC PRESERVATION AND NPWS LABORATORY SUPPORT SERVICES

Request for Proposal (RFP)

70FA5020R00000005

April 21, 2020

Table of Contents

SECTION B - SUPPLIES OR SERVICES AND PRICE/COSTS

B.1 NOTICE OF HYBRID CONTRACT

This is an Indefinite Delivery/ Indefinite Quantity contract allowing for Firm Fixed Price and Time and Materials task orders.

The following symbols will appear next to the applicable clauses and provisions throughout this document.

$ = applicable to Fixed-Price line items only.

& = applicable to Time-and-Material/Labor-Hour line items only.

PART I - THE SCHEDULE

B.2 IDIQ Labor Categories

Fully loaded, fixed labor rates for the Base Period and Each Year of the contract are detailed in Attachment 1 to this contract. These rates shall be used to price all task orders, including Time and Materials (T&M) and Firm Fixed Price (FFP) issued under this contract, and shall be utilized for payment purposed of T&M task orders for the duration of the contract. These rates shall cover all expenses, including report preparation, salaries, overhead, fringe benefits, general and administrative expenses, and profit.

For T&M task orders: The contractor shall invoice only for the time of the personnel whose services are applied directly to the work called for in individual task orders and accepted by the Contracting Officer’s Representative (COR). If a task order extends beyond the base or option period in which it was issued, the contractor will be allowed to bill at the negotiated rates for the next option period in which the work is performed. The contractor shall maintain time and labor distribution records for all employees who work under the contract. The records must document time worked, and work performed by each individual on all task orders.

For Firm Fixed Price task orders: Firm Fixed Pricing will be established for each task order. The payment schedule may be in equal, monthly payments, or as otherwise specified in the individual task order. The contractor will not be paid in excess of the Firm Fixed Price for each task order.

B.3 MINIMUM AND MAXIMUM AMOUNTS

(a) During the Base Period, the Government shall place orders totaling a minimum of $10,000 for this contract.

(b) The maximum that than can be ordered during the total Period of Performance of this contract is $48,000,000.00

(c) The Contracting Officer will follow the Task Order procedures set forth in Section G.4 TASK ORDER PROCEDURES.

B.4 TRAVEL AND ODCs

Travel and ODCs will be incurred and charged on a cost reimbursable basis.

70FA5020R00000005 Section B

SECTION C - DESCRIPTION/SPECIFICATIONS/STATEMENT OF WORK

The Statement of Work for this contract is listed in Section J and is contained in Attachment A of this solicitation.

[For this Solicitation, there are NO clauses in this Section]

70FA5020R00000005 Section C

SECTION D - PACKAGING AND MARKING

[For this Solicitation, there are NO clauses in this Section] 70FA5020R00000005 Section D

SECTION E - INSPECTION AND ACCEPTANCE

E.1 NOTICE OF HYBRID CONTRACT

This is an Indefinite Delivery/Indefinite Quantity contract with Fixed Price and Time and Materials task orders.

The following symbols will appear next to the applicable clauses and provisions throughout this document.

$ = applicable to Fixed-Price line items only.

& = applicable to Time-and-Material/Labor-Hour line items only.

E.2 NOTICE LISTING CONTRACT CLAUSES INCORPORATED BY REFERENCE

The following contract clauses pertinent to this section are hereby incorporated by reference (by Citation Number, Title, and Date) in accordance with the clause at FAR "52.252-2 CLAUSES INCORPORATED BY REFERENCE" in Section I of this contract. See FAR 52.252-2 for an internet address (if specified) for electronic access to the full text of a clause.

NUMBER TITLE DATE

E.3 INSPECTION AND ACCEPTANCE

Final inspection and acceptance shall be by the Contracting Officer or his/her duly authorized representative at:

Acceptance: Same as above

E.4 PERFORMANCE EVALUATION

The Government reserves the right, at all reasonable times, and upon reasonable notice to the Contractor or Subcontractor, to inspect or otherwise evaluate the work performed or being performed at the location at which it is being performed.

If any inspection or evaluation is made by the Government on the premises of the Contractor, or a Subcontractor, the Contractor shall provide and shall require the Subcontractor to provide all reasonable facilities and assistance for the safety and convenience of the Government representatives shall be performed in such a manner as will not unduly delay work. The Government will endeavor to conduct all audits, inspections and evaluations in accordance with the highest levels of established professional auditing practices and standards. If a written report of such inspection or evaluation is prepared which reflects deficiencies or proposed corrective actions to be taken by the Contractor, or Subcontractor, a copy of those deficiencies and/or proposed corrective actions shall be furnished to the Contractor. Any corrective action proposed to be taken as a result of such inspection(s) shall be discussed with Government prior to implementation. The Government representative are extended to include agents i.e., auditors, and/or other contractors.

70FA5020R00000005 Section E

SECTION F - DELIVERIES OR PERFORMANCE

F.1 NOTICE OF HYBRID CONTRACT

This is an Indefinite Delivery/Indefinite Quantity contract with Fixed Price and Time and Materials task orders.

The following symbols will appear next to the applicable clauses and provisions throughout this document.

$ = applicable to Fixed-Price line items only.

& = applicable to Time-and-Material/Labor-Hour line items

F.2 NOTICE LISTING CONTRACT CLAUSES INCORPORATED BY REFERENCE

The following contract clauses pertinent to this section are hereby incorporated by reference (by Citation Number, Title, and Date) in accordance with the clause at FAR "52.252-2 CLAUSES INCORPORATED BY REFERENCE" contained in this document. See FAR 52.252-2 for an internet address (if specified) for electronic access to the full text of a clause.

NUMBER TITLE DATE

F.3 ORDERING PERIOD

The ordering period for this contract shall be from the effective date of the contract through five (5) years (inclusive of options). The period of performance for task orders shall not extend beyond one (1) year from the last day of the ordering period of the contract.

F.4 PLACE OF PERFORMANCE

The work required under this contract shall be performed in accordance with the locations specified in the individual task orders.

F.5 NOTICE OF DELAY

If the Contractor becomes unable to complete the contract work at the time specified because of technical difficulties, notwithstanding the exercise of good faith and diligent efforts in the performance of the work called for hereunder, the Contractor shall give the Contracting Officer written notice of the anticipated delay and the reasons, therefore. Such notice and reasons shall be delivered promptly after the condition creating the anticipated delay becomes known to the Contractor but in no event less than forty-five (45) days before the completion date specified in this contract, unless otherwise directed by the Contracting Officer. When notice is so required, the Contracting Officer may extend the time specified in the schedule for such period as deemed advisable.

F.6 DELIVERY SCHEDULE

All services under this contract shall be delivered in accordance with the terms and conditions set forth in this contract and/or as contained in properly executed task orders pursuant to the provisions of this contract. Types of services required along with specific delivery/performance parameters, milestones, invoicing schedules, dates, and locations will be specified in each Task Order.

70FA5020R00000005 Section F

SECTION G - CONTRACT ADMINISTRATION DATA

G.1 NOTICE OF HYBRID CONTRACT

This is an Indefinite Delivery/Indefinite Quantity contract with Fixed Price and Time and Materials task orders.

The following symbols will appear next to the applicable clauses and provisions throughout this document.

$ = applicable to Fixed-Price line items only.

& = applicable to Time-and-Material/Labor-Hour line items

G.2 IDENTIFICATION OF GOVERNMENT OFFICIALS

The Government Officials assigned to this contract are as follows:

Administrative Contracting Officer:

Name: TBD AT TIME OF AWARD

Phone:

Fax:

Technical Point of Contact hereby delegated authority to accept goods and services and review and approve invoices for this contract:

Name: TBD AT TIME OF AWARD

Phone:

Fax:

Alternate Technical Point of Contact hereby delegated authority to accept goods and services and review and approve invoices for this contract:

Name: TBD AT TIME OF AWARD

Phone:

Fax:

G.3 ORDERING—BY DESIGNATED CONTRACTING OFFICIALS

(a) The Government will order any supplies and services to be furnished under this contract by issuing Task Orders on Optional Form 347, or an agency prescribed form, from the effective date of the contract through the expiration date of the contract. Task Orders will only be issued by a Contracting Officer.

(b) A Standard Form 30 will be the method of modifying Task Orders.

(c) Each T&M type Task Order will have a ceiling price, which the Contractor may not exceed. For Time and Materials type tasks orders: when the Contractor has reason to believe that the labor payment and support costs for the order, which will accrue in the next (30) days, will bring the total cost to over 85 percent of the ceiling price specified in the order, the Contractor shall notify the Contracting Officer and Contracting Officer’s Representative (COR) in writing.

(d) The Government may also place Firm Fixed Price Task Orders, when possible. Firm Fixed Task Orders will be utilized when the task order requirement can be defined.

G.4 TASK ORDER PROCEDURES

(a) One or more Task Orders (TOs) will be issued during the performance of this contract.

(b) TASK ORDER SUBMISSION PROCESS

(1) The proposal request will include a Statement of Work (SOW) that includes a detailed description of work to be accomplished, a listing of the deliverables, and additional information as appropriate. The proposal request will also include specific instructions for the submission of proposals, the Task Order type (Time & Materials or Firm Fixed Price).

(2) The awardee will generally be allowed between 7 and 14 calendar days to prepare and submit proposal. However, more or less time may be necessary, based on the requirements. The due date shall be set forth in each Task Order proposal request.

(3) Bid and proposal (B&P) Costs B&P costs of preparing a Task Order proposal will not be reimbursed as a direct cost to this contract.

(4) Technical Proposals Written technical proposal requirements may include the following information:

Technical Approach Personnel Quantities/Hours of personnel by labor category Other Direct Costs Risks Schedule Teaming Arrangements, if applicable Quality Assurance

The technical proposal information should be brief, i.e., 3-5 pages stating compliance or exception to TO requirements, risks, assumptions, and conflict of interest issues. Proposals shall not merely restate Task Order SOW requirements.

(5) Price Proposals A written price proposal will be required for each Task Order. This part of the proposal shall include detailed pricing amounts for all resources required to accomplish the task (labor, travel, etc.). As a minimum, the following data will be provided:

(i) Identify labor categories in accordance with the Section B – Schedule and the number of hours required for performance of the task.

(ii) Contractor must provide applicable Class A Contractor’s License, Davis Bacon Wage Determination Rates, Insurance and Performance, and Payment Bonds prior to task order issuance for construction work.

(iii) Other Relevant Information: This information shall be in writing and shall address other relevant information, as required by the contract or requested by the TO proposal request.

(c) Unauthorized Work The Contractor is not authorized to commence task performance prior to issuance of a signed Task Order.

(d) Task Funding Restriction No unfunded tasks are permitted.

(e) Task Order Issuance Task Orders may be distributed issued by electronic mail.

G.5. BILLING INSTRUCTIONS (JUN 2014)

Contractors will use Standard Form 1034 (Public Voucher for Purchases and Services Other Than Personal) located at http://www.gsa.gov/portal/forms/type/SF when submitting a payment request. A payment request means any invoice or request for contract financing payment requesting reimbursement for supplies or services rendered. The Contractor shall not be paid more frequently than on a monthly basis.

Contractors must submit vouchers electronically in pdf format to the FEMA Finance Center at FEMA-Finance-Vendor-Payments@fema.dhs.gov. A copy of the voucher must be submitted electronically to the contracting officer identified within this contract. The submission of vouchers electronically will reduce correspondence and other causes for delay to a minimum and will facilitate prompt payment to the Contractor. Paper vouchers mailed to the finance center will not be processed for payment. If the Contractor is unable to submit a payment request in electronic form, the contractor shall submit the payment request using a method mutually agreed to by the Contractor, the Contracting Officer, and the payment office.

G.6 DEFECTIVE OR IMPROPER INVOICES (JUN 2014)

Name, title, phone number, and email of officials of the business concern who are to be notified when the Government receives an improper invoice.

G.7 INVOICE APPROVAL (JUN 2014)

The following FEMA individual (in addition to the Contracting Officer) is hereby delegated authority to accept goods and services and to review and approve invoices for this contract:

Authorized Invoice Approver

Name: TBD at time of award Title: TBD Phone: TBD Email: TBD

G.8 INVOICE INSTRUCTIONS (JUN 2014)

Invoices shall be submitted as follows:

Contractors will use Standard Form 1034 (Public Voucher for Purchases and Services Other Than Personal) and SF 1035 Continuation sheet when requesting payment for supplies or services rendered. The voucher must provide a description of the supplies or services, by line item (if applicable), quantity, unit price, and total amount. The item description, unit of measure, and unit price must match those specified in the contract. Invoices that do not match the line item pricing in the contract will be considered improper and will be returned to the Contractor.

SF 1034 and 1035 instructions:

SF 1034--Fixed Price

The information which a contractor is required to submit in its Standard Form 1034 is set forth as follows:

(1) U.S. Department, Bureau, or establishment and location insert the names and address of the servicing finance office unless the contract specifically provides otherwise.

(2) Date Voucher Prepared - insert date on which the public voucher is prepared and submitted.

(3) Contract/Delivery Order Number and Date - insert the number and date of the contract and delivery order, if applicable, under which reimbursement is claimed.

(4) Requisition Number and Date - leave blank.

(5) Voucher Number - insert the appropriate serial number of the voucher. A separate series of consecutive numbers, beginning with Number 1, shall be used by the contractor for each new contract. When an original voucher was submitted, but not paid in full because of suspended costs, resubmission vouchers should be submitted in a separate invoice showing the original voucher number and designated with the letter "R" as the last character of the number. If there is more than one resubmission, use the appropriate suffix (R2, R3, etc.) The last voucher of every contract or task order should be marked with the next sequential number, with the words "FINAL" (e.g. Invoice No. 1234-FINAL).

(6) Schedule Number; Paid By; Date Invoice Received - leave blank.

(7) Discount Terms - enter terms of discount, if applicable.

(8) Payee's Account Number - this space may be used by the contractor to record the account or job number(s) assigned to the contract or may be left blank.

(9) Payee's Name and Address - show the name of the contractor exactly as it appears in the contract and its correct address, except when an assignment has been made by the contractor, or the right to receive payment has been restricted, as in the case of an advance account. When the right to receive payment is restricted, the type of information to be shown in this space shall be furnished by the Contracting Officer.

(10) Shipped From; To; Weight Government B/L Number - insert for supply contracts.

(11) Date of Delivery or Service - show the month, day and year, beginning and ending dates of supplies or services delivered.

(12) Articles and Services - insert the following: "For detail, see Standard Form 1035 total amount claimed transferred from Page ___ of Standard Form 1035." Type the following certification, signed by an authorized official, on the face of the Standard Form 1034.

"I certify that all payments requested are for appropriate purposes and in accordance with the agreements set forth in the contract."

(13) Quantity; Unit Price - insert for supply contracts.

(14) Amount - insert the amount claimed for the period indicated in (11) above. This amount should be transferred from the total per the SF 1035 Continuation Sheet.

INVOICE PREPARATION INSTRUCTIONS SF 1035

The SF 1035 will be used to identify the specific item description, quantities, unit of measure, and prices for each category of deliverable item or service. Suitable self-designed forms may be submitted instead of the SF 1035 as long as they contain the information required.

The information which a contractor is required to submit in its Standard Form 1035 is set forth as follows:

U.S. Department, Bureau, or Establishment - insert the name and address of the servicing finance office.

Voucher Number - insert the voucher number as shown on the Standard Form 1034.

Schedule Number - leave blank.

Sheet Number - insert the sheet number if more than one sheet is used in numerical sequence. Use as many sheets as necessary to show the information required.

Number and Date of Order - insert payee's name and address as in the Standard Form 1034.

Articles or Services - insert the contract number as in the Standard Form 1034.

Amount - insert the total quantities contract value, and amount and type of fee payable (as applicable).

A summary of claimed current and cumulative goods and services delivered and accepted to date. - Invoices shall include an itemization of all goods and services delivered and accepted for the period by item and by CLIN. Each invoice shall include sufficient detail to identify goods and services as compared to and in accordance with contract terms and conditions. Invoices that do not match the line item pricing in the contract will be considered improper and returned to the contractor. In addition, each invoice shall detail the total charges by showing current and cumulative goods and services both currently invoiced and cumulative to date.

G.9 EVALUATION OF CONTRACTOR PERFORMANCE (Service) (Jan 2000)

In accordance with FAR 42.15, the Contractor shall be subject to performance review in the Contractor Performance Assessment Reporting System (CPARS), found at https://www.cpars.gov/. Contractors shall provide responses to reviews as required in CPARS. Contractor shall designate a Point of Contact for CPARS reviews and responses, and provide the name, phone number and email address of the designated contractor POC to the Contracting Officer within 30 days of the contract effective date.

G.10 TECHNICAL DIRECTION

(a) Statement of Work under this contract shall be subject to the surveillance and written technical direction of the Contracting Officer's Representative (COR), who shall be specifically appointed by the Contracting Officer in writing. Technical direction is defined as a directive to the Contractor which approves approaches, solutions, designs, or refinements; fills in details or otherwise completes the general description of work of documentation items; shifts emphasis among work areas or tasks; or otherwise furnishes guidance to the Contractor. Technical direction includes the process of conducting inquiries, requesting studies, or transmitting information or advice by the COR, regarding matters within the general tasks and requirements in Section C of this contract.

(b) The COR does not have the authority to, and shall not, issue any technical direction which:

(1) Constitutes an assignment of additional work outside the Statement of Work;

(2) In any manner causes an increase or decrease in the total estimated contract cost, the fixed fee (if any), or the time required for contract performance;

(3) Changes any of the expressed terms, conditions, or specifications of the contract; or

(4) Interferes with the Contractor right to perform the specifications of the contract.

(c) All technical directions shall be issued in writing by the COR.

(d) The Contractor shall proceed promptly with the performance of technical directions duly issued by the COR in the manner prescribed by this clause and within his/her authority under the provisions of this clause. Any instruction or direction by the COR which falls within one, or more, of the categories defined in (b)(1) through (4) above, shall cause the Contractor to notify the Contracting Officer in writing within five (5) working days after receipt of any such instruction or direction and shall request the Contracting Officer to modify the contract accordingly. Upon receiving the notification from the Contractor, the Contracting Officer shall either issue an appropriate contract modification within a reasonable time or advise the Contractor in writing within thirty (30) days after receipt of the Contractor Letter that:

(1) The technical direction is rescinded in its entirety

(2) The technical direction is within the scope of the contract, does not constitute a change under FAR clause 52.243-7 of the contract and that the Contractor should continue with the performance of the technical direction.

(e) A failure of the Contractor and Contracting Officer to agree that the technical direction is within scope of the contract, or a failure to agree upon the contract action to be taken with respect thereto shall be subject to the provisions of the "Disputes" clause (see FAR 52.233-1) of this contract.

(f) Any action(s) taken by the Contractor in response to any direction given by any person other than the Contracting Officer or the COR whom the Contracting Officer shall appoint shall be at the Contractor risk.

70FA5020R00000005 Section G

SECTION H - SPECIAL CONTRACT REQUIREMENTS

H.1 NOTICE OF HYBRID CONTRACT

This is an Indefinite Delivery/Indefinite Quantity contract with Fixed Price and Time and Materials task orders.

The following symbols will appear next to the applicable clauses and provisions throughout this document.

$ = applicable to Fixed-Price line items only.

& = applicable to Time-and-Material/Labor-Hour line items

H.2 COMMENCEMENT OF WORK

No work under this contract shall commence until such time as a task order is issued by the Contracting Officer in writing.

H.3. MAGNITUDE OF CONSTRUCTION

Range of magnitude for the construction of this contract is more than $10,000,000.00. FEMA estimates $1,700,000.00, per construction project.

H.4 WAGE DETERMINATION

Each task order for construction work shall contain an applicable Wage Determination.

H.5. SUBCONTRACTING PLAN

The successful Offeror will be required to submit a subcontracting plan. The subcontracting plan submitted will include the goals set forth below for each socio-economic grouping listed. The goals will be applied to the total value of each year of performance. For example, if the total value of the contract for each year is $1 million and the total period of performance is a base year and four one-year options, the subcontracting goal for all small businesses for the base period and every option period if $400,000 for a total of $2 million over the life of the contract. Each subcontracting plan submitted will be reviewed to determine whether the successful offeror has submitted an acceptable subcontracting plan. See Section L for additional instructions on the submission of the subcontracting plan.

(Both 8(a) and non-8(a) firms)

Small Business (HUB Zone)

H.6 GOVERNMENT CONTRACTOR RELATIONS – NON-PERSONAL SERVICES

The Government and the Contractor understand and agree that the services to be delivered under this contract by the contractor to the Government are non-personal services and the parties recognize and agree that no employer-employee relationship exists or will exist under the contract between the Government and the Contractor’s personnel. It is, therefore, in the best interest of the government to afford both parties a full understanding of their respective obligations.

(a) Contractor personnel under this contract shall not:

(1) Be placed in a position where they are under the supervision, direction, or evaluation of a Government employee.

(2) Be placed in a position of command, supervision, administration or control over Government personnel, or over personnel of other Contractors under other FEMA contracts, or become a part of the Government organization.

(3) Be used in administration or supervision of Government procurement activities.

(b) Employee relationship.

(1) The services to be performed under this contract do not require the Contractor or his/her personnel to exercise personal judgment and discretion on behalf of the Government. Rather the Contractor’s personnel will act and exercise personal judgment and discretion on behalf of the Contractor.

(2) Rules, regulations, directives, and requirements that are issued by DHS/FEMA under its responsibility for good order, administration, and security are applicable to all personnel who enter the Government installation or who travel on Government transportation. This is not to be construed or interpreted to establish any degree of Government control that is inconsistent with a non-personal services contract.

(c) Inapplicability of employee benefits. This contract does not create an employer-employee relationship. Accordingly, entitlements and benefits applicable to such relationships do not apply.

(1) Payments by the Government under this contract are not subject to Federal income tax withholdings.

(2) Payments by the Government under this contract are not subject to the Federal Insurance Contributions Act.

(3) The Contractor is not entitled to unemployment compensation benefits by virtue of this contract.

(4) The Contractor is not entitled to workman’s compensation benefits by virtue of this contract.

(5) The entire consideration and benefits to the Contractor for performance of this contract is contained in the provisions for payment under this contract.

(d) Notice. It is the Contractor’s, as well as, the Government’s responsibility to monitor contract activities and notify the Contracting Officer if the Contractor believes that the intent of this clause been or may be violated.

(1) The Contractor should notify the Contracting Officer in writing promptly, within five (5) calendar days from the date of any incident that the Contractor considers to constitute a violation of this clause. The notice should include the date, nature and circumstance of the conduct, identify any documents or substance of any oral communication involved in the conduct, and the estimate in time by which the Government must respond to this notice to minimized cost, delay or disruption of performance.

(2) The Contracting Officer will promptly, within ten (10) calendar days after receipt of notice, respond to the notice in writing. In responding, the Contracting Officer will either: (i) Confirm that the conduct is in violation and when necessary direct the mode of further performance, (ii) Countermand any communication regarded as a violation, (iii) Deny that the conduct constitutes a violation and when necessary direct the mode of further performance; or (iv) In the event the notice is inadequate to make a decision, advise the Contractor what additional information is required, and establish the date by which it should be furnished by the Contractor and the date thereafter by which the Government will respond.

H.7 TRAVEL

The Government will not reimburse the contractor for travel to/from or parking at primary place of performance. Local travel costs or parking for temporary duty assignments within the local commuting area will not be reimbursed under this contract. For this contract, the local commuting area is defined as a temporary duty station outside the “primary place of performance”, but within the vicinity around surrounding it. If the site is a driving distance of less than 50 miles, by the most direct route, from the primary place of performance, the site is considered to be part of the local commuting area. Contractor travel beyond the local commuting area shall be required to support this contract. All travel required by the Government outside the local commuting area(s) will be reimbursed to the contractor in accordance with the Federal Travel Regulations (FTR). The contractor shall be responsible for obtaining COR approval (electronic mail is required) in advance of each travel event. The contractor shall provide documentation for travel expenses, including receipts, to support travel reimbursement upon request.

H.8 CONFIDENTIALITY OF INFORMATION

(a) To the extent that the work under this contract requires that the Contractor be given access to sensitive or proprietary business, technical, or financial information belonging to the Government or other companies, the Contractor shall, after receipt thereof, treat such information as confidential and not appropriate such information to its own use or disclose such information to third parties unless specifically authorized by the Contracting Officer in writing. The foregoing obligations, however, shall not apply to information that--

(1) At the time of receipt by the Contractor, is in the public domain

(2) Is published by others after receipt thereof by the Contractor or otherwise becomes part of the public domain through no fault of the Contractor

(3) The Contractor can demonstrate was already in its possession at the time of receipt thereof and was not acquired directly or indirectly from the Government or other companies

(4) The Contractor can demonstrate was received by it from a third party that did not require the Contractor to hold it in confidence.

(b) The Contractor shall obtain from each employee permitted access a DHS Form 11000-6, Non-Disclosure Agreement, stating that he/she will not discuss, divulge or disclose any such information or data to any person or entity except those persons within the Contractor's organization or the Government directly concerned with the performance of the contract. The DHS Form 11000-6 is provided as Attachment F under Section J of the contract.

70FA5020R00000005 Section H

PART II - CONTRACT CLAUSES

SECTION I - CONTRACT CLAUSES

I.1 NOTICE OF HYBRID CONTRACT

This is a Hybrid Fixed Price/Time & Materials type contract.

The following symbols will appear next to the applicable clauses and provisions throughout this document.

$ = applicable to Fixed-Price line items only.

& = applicable to Time-and-Material/Labor-Hour line items

I.2 52.204-2 SECURITY REQUIREMENTS (AUG 1996)

(a) This clause applies to the extent that this contract involves access to information classified “Confidential,” “Secret,” or “Top Secret.”

(b) The Contractor shall comply with—

(1) The Security Agreement (DD Form 441), including the National Industrial Security Program Operating Manual (DoD 5220.22-M); and

(2) Any revisions to that manual, notice of which has been furnished to the Contractor.

(c) If, subsequent to the date of this contract, the security classification or security requirements under this contract are changed by the Government and if the changes cause an increase or decrease in security costs or otherwise affect any other term or condition of this contract, the contract shall be subject to an equitable adjustment as if the changes were directed under the Changes clause of this contract.

(d) The Contractor agrees to insert terms that conform substantially to the language of this clause, including this paragraph (d) but excluding any reference to the Changes clause of this contract, in all subcontracts under this contract that involve access to classified information.

I.3 52.204-19 INCORPORATION BY REFERENCE OF REPRESENTATIONS AND CERTIFICATIONS (DEC 2014)

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

I.4 52.209-9 UPDATES OF PUBLICLY AVAILABLE INFORMATION REGARDING RESPONSIBILITY MATTERS (JUL 2013)

(a) The Contractor shall update the information in the Federal Awardee Performance and Integrity Information System (FAPIIS) on a semi-annual basis, throughout the life of the contract, by posting the required information in the System for Award Management database via https://www.acquisition.gov.

(b) As required by section 3010 of the Supplemental Appropriations Act, 2010 (Pub. L. 111-212), all information posted in FAPIIS on or after April 15, 2011, except past performance reviews, will be publicly available. FAPIIS consists of two segments--

(1) The non-public segment, into which Government officials and the Contractor post information, which can only be viewed by--

(i) Government personnel and authorized users performing business on behalf of the Government; or

(ii) The Contractor, when viewing data on itself; and

(2) The publicly-available segment, to which all data in the non-public segment of FAPIIS is automatically transferred after a waiting period of 14 calendar days, except for--

(i) Past performance reviews required by subpart 42.15;

(ii) Information that was entered prior to April 15, 2011; or

(iii) Information that is withdrawn during the 14-calendar-day waiting period by the Government official who posted it in accordance with paragraph (c)(1) of this clause.

(c) The Contractor will receive notification when the Government posts new information to the Contractor's record.

(1) If the Contractor asserts in writing within 7 calendar days, to the Government official who posted the information, that some of the information posted to the nonpublic segment of FAPIIS is covered by a disclosure exemption under the Freedom of Information Act, the Government official who posted the information must within 7 calendar days remove the posting from FAPIIS and resolve the issue in accordance with agency Freedom of Information procedures, prior to reposting the releasable information. The contractor must cite 52.209-9 and request removal within 7 calendar days of the posting to FAPIIS.

(2) The Contractor will also have an opportunity to post comments regarding information that has been posted by the Government. The comments will be retained as long as the associated information is retained, i.e., for a total period of 6 years. Contractor comments will remain a part of the record unless the Contractor revises them.

(3) As required by section 3010 of Pub. L. 111-212, all information posted in FAPIIS on or after April 15, 2011, except past performance reviews, will be publicly available.

(d) Public requests for system information posted prior to April 15, 2011, will be handled under Freedom of Information Act procedures, including, where appropriate, procedures promulgated under E.O. 12600.

I.5 52.211-10 COMMENCEMENT, PROSECUTION, AND COMPLETION OF WORK (APR 1984)

The Contractor shall be required to (a) commence work under this contract within TBD AT TASK ORDER LEVEL calendar days after the date the Contractor receives the notice to proceed, (b) prosecute the work diligently, and (c) complete the entire work ready for use not later than TBD AT TASK ORDER LEVEL. The time stated for completion shall include final cleanup of the premises.

(End of clause)

I.6 52.211-11 LIQUIDATED DAMAGES – CONSTRUCTION (SEP 2000)(a) If the Contractor fails to complete the work within the time specified in the contract, the Contractor shall pay liquidated damages to the Government in the amount of TBD AT TASK ORDER LEVEL for each calendar day of delay until the work is completed or accepted.

(b) If the Government terminates the Contractor's right to proceed, liquidated damages will continue to accrue until the work is completed. These liquidated damages are in addition to excess costs of repurchase under the Termination clause.

(End of clause)

I.7 52.215-23 LIMITATIONS ON PASS-THROUGH CHARGES (OCT 2009) ALTERNATE I (OCT 2009)

(a) Definitions. As used in this clause--

"Added value" means that the Contractor performs subcontract management functions…