Draft RFP 70RWMD19R000000XX OSD.pdf

Draft RFP 70RWMD19R000000XX for CWMD OSD A&AS

SECTION I - SERVICES AND PRICE

1.0 OASIS TASK ORDER SOLICITATION NOTICE

This will be a Time & Materials (T&M) task order, established under the General Services Administration (GSA) One Acquisition Solution for Integrated Services (OASIS) Pool 1 contract. All terms and conditions of the Contractor’s GSA OASIS Unrestricted Pool 1 contract remain unchanged and in full force and effect unless specifically stated otherwise herein.

1.1 OASIS Pool Being Solicited: 1.

1.2 NAICS Code: The principal nature of the requirements described in this solicitation is consistent with services performed by industries in the 541330 code (Engineering Services).

1.3 PSC Code: The services in this solicitation are best represented by PSC Code: R499 (Other Professional Services).

1.4 Extent of Competition: This solicitation will be based on [X] fair opportunity procedures.

1.5 Types of Services and Performance Locations: The services in this solicitation are:

1.5.1 [_] classified [ ] unclassified [X] a mix

1.5.2 [X] commercial [_] non-commercial [_] a mix

Performance locations are [X] CONUS [_] OCONUS [_] a mix, and are performed [_] on Government site [_] on Contractor’s site [X] on both Government and Contractor’s sites. See Section III for specific performance locations.

2.0 SCHEDULE B

See Standard Form (SF) 1449 https://www.gsa.gov/acquisition/products-services/professional-services/one-acquisition-solution-for-integrated-services-oasis https://www.gsa.gov/acquisition/products-services/professional-services/one-acquisition-solution-for-integrated-services-oasis

SECTION II - STATEMENT OF WORK

1.0 STATEMENT OF WORK

See Attachment 1 for the Statement of Work.

SECTION III – TASK ORDER ADMINISTRATION DATA

1.0 TASK ORDER ADMINISTRATION

This task order will be administered by:

Brad Grimm, Contract Specialist U.S. Department of Homeland Security 245 Murray Lane, S.W.

Washington, DC 20528-0115 Phone Number: (202) 447-5059 E-mail: william.grimm@hq.dhs.gov

Chiara Best, Contracting Officer U.S. Department of Homeland Security 245 Murray Lane, S.W.

Washington, DC 20528-0115 Phone Number: (202) 447-5702 E-mail: chiara.best@hq.dhs.gov

2.0 CONTRACTING OFFICER’S REPRESENTATIVE (COR)

TBD – will be disclosed at time of award.

3.0 CONTRACTING OFFICER’S AUTHORITY

A warranted Contracting Officer is the only person authorized to issue modifications to the task order clauses/provisions contained elsewhere in this task order, the authority to modify the task order remains solely with the Contracting Officer. If the Contractor makes any task order changes at the direction of any person other than the Contracting Officer, the change will be considered to have been made without authority and no adjustment will be made in the task order to cover any increases in charges that may result. The Contracting Officer has the authority to perform any and all post-award functions in administering and enforcing the proposed task order in accordance with its terms and conditions.

mailto:william.grimm@hq.dhs.gov mailto:chiara.best@hq.dhs.gov

SECTION IV - INVOICE AND PAYMENT PROVISIONS

1.0 Invoices shall be prepared in accordance with FAR 52.212-4 Contract Terms and Conditions- Commercial Items Alt I, incorporated in the Contractor’s OASIS Unrestricted Pool 1 contract. In addition to the invoice preparation required by the FAR, the Contractor’s invoice shall include the following information: (1) GSA OASIS contract number, (2) Task Order number, (3) modification number, if any, (4) DUNS number, (5) month services provided, and (6) applicable contract line item number(s) and accounting classifications.

2.0 Contract Line Item Number (CLIN) for each billed item:

Invoices shall be submitted no more than once per month and shall be received no later than the 5th of each month (or as otherwise approved by the COR) following the services provided. The Contractor shall indicate the associated CLIN, dollar amount invoiced, and service completed. All invoices shall include the current amount billed along with a cumulative amount billed and remaining balance.

3.0 The Contractor shall submit the invoice electronically to the address below:

E-mail: FIN-SMB-CWMDInvoices@uscg.mil

4.0 Simultaneously provide an electronic copy of the invoice to the following individuals at the addresses below:

a) ATTN: Office of Procurement Operations/Brad Grimm (Contract Specialist)

E-mail: william.grimm@hq.dhs.gov

b) ATTN: Office of Procurement Operations/Chiara Best (Contracting Officer) E-mail: chiara.best@hq.dhs.gov

c) ATTN: Countering Weapons of Mass Destruction/TBD upon Award (COR) E-mail: TBD

5.0 In accordance with FAR 52.212-4 Alt I (i)(4), the Government may conduct periodic sampling and in-depth reviews of the contractor’s invoices to ensure that the contractor’s performance accurately matches the invoices submitted (e.g. making sure employees meet the qualifications for the labor categories to which they are being billed).

mailto:FIN-SMB-CWMDInvoices@uscg.mil mailto:william.grimm@hq.dhs.gov mailto:chiara.best@hq.dhs.gov

SECTION V – SPECIAL CONTRACT REQUIREMENTS

1.0 POST-AWARD INSTRUCTIONS REGARDING CONTRACTOR PERSONNEL SECURITY

REQUIREMENTS FOR NON-CLASSIFIED ORDERS

1.1 The procedures outlined below shall be followed for the DHS Office of the Chief Security Officer (OCSO), Personnel Security Division (PSD) to process background investigations, Entry on Duty determinations, and fitness determinations, as required, in a timely and efficient manner.

1.2 Carefully read the security clauses in the contract. Compliance with the security clauses in the contract is not optional.

1.3 Contractor employees (to include applicants, temporaries, part-time and replacement employees) under the contract, requiring access to sensitive information, shall undergo a position-sensitivity analysis based on the duties each individual will perform on the contract.

The results of the position sensitivity analysis shall identify the appropriate background investigation to be conducted. All background investigations will be processed through the DHS OCSO/PSD. Prospective contractor employees shall submit the below completed forms to the DHS OCSO/PSD. The Standard Form (SF) 85-P must be completed electronically through the Office of Personnel Management’s e-QIP SYSTEM. The SF-85P signature pages and other completed forms must be given to the OSCO/PSD no less than thirty (30) days before the start date of the contract or thirty (30) days prior to the requested entry on duty date, for all contractor employees whether a replacement, addition, subcontractor employee, or vendor:

i. Standard Form (SF) 85 Questionnaire for Public Trust Positions

1. SF-85P Certification

2. SF-85P Authorization for Release of Medical Information

ii. FD Form 258 Fingerprint Card (2 copies)

iii. DHS Form 11000-6 Conditional Access to Sensitive but Unclassified Information

Non-Disclosure Agreement

iv. DHS Form 11000-9 Disclosure and Authorization Pertaining to Consumer Reports

Pursuant to the Fair Credit Reporting Act

Only complete packages will be accepted by the DHS OCSO/PSD. Specific instructions on submission of packages will be provided upon award of the contract.

1.4 The DHS OCSO/PSD may, as it deems appropriate, authorize and grant a favorable Entry on

Duty (EOD) decision based on preliminary checks. A favorable EOD decision allows a contractor employee to commence work temporarily prior to the completion of the full background investigation. The granting of a favorable EOD decision shall not be considered as assurance that a favorable fitness determination will follow. In addition, a favorable EOD or fitness determination shall in no way prevent, preclude, or bar DHS from withdrawing or terminating access to government facilities or information, at any time during the term of the contract. No employee of the Contractor shall be allowed unescorted access to a Government facility without a favorable EOD or fitness determination by the DHS OCSO/PSD.

Limited access to Government buildings is allowable without an EOD decision if the Contractor is escorted by a Government employee and the purpose of the visit is to attend a limited number of required briefings or nonrecurring meetings in order to facilitate the transition of a contract the intent of this statement is to allow a minimum amount of meetings/transition attendances to prepare for a new contract.

1.5 The DHS OCSO/PSD shall be notified of all terminations/resignations within five (5) days of occurrence. The Contractor shall return to the Contracting Officer’s Representative (COR) all DHS issued identification cards and building passes that have either expired or have been collected from terminated employees. If an identification card or building pass is not available to be returned, a report shall be submitted to the COR, referencing the pass or card number, name of individual to whom it was issued and the last known location and disposition of the pass or card.

1.6 When sensitive Government information is processed on Department telecommunications and automated information systems, the Contractor shall provide for the administrative control of sensitive data being processed. Contractor personnel must have a favorable Entry on Duty or fitness determination by the DHS Office of the Chief Security Officer (OCSO), Personnel Security Division (PSD), to access this information.

Contractors who fail to comply with Department security policy are subject to having their access to Department IT systems and facilities terminated, whether or not the failure results in criminal prosecution. Any person who improperly discloses sensitive information is subject to criminal and civil penalties and sanctions under a variety of laws (e.g., Privacy Act).

1.7 Failure to follow these instructions may delay the completion of background investigations, EOD and fitness determinations. Note that any delays in this process, which are not caused by the Government, do not relieve a contractor from performing under the terms of the contract.

1.8 Safeguarding of Sensitive Information HSAR Class Deviation 15-01 from the Homeland

Security Acquisition Regulation (HSAR).

Department of Homeland Security (DHS) mission is to guard against unauthorized access to or disclosure of sensitive information. As such, DHS has taken measures to mitigate unauthorized access or disclosure of sensitive information by the implementation of the HSAR Class Deviation 15-01 from the Homeland Security Acquisition Regulation (HSAR).

Therefore, in accordance with HSAR Class Deviation 15-01 all contracts are to be evaluated against two special clauses: Safeguarding of Sensitive Information (MAR 2015) and Information Technology Security and Privacy Training (MAR 2015).

In addition, the two clauses strengthens the security of the contractors Information Technology System and defines the contractor responsibilities when responding to a sensitive information incident. Also, the two special clauses apply to existing and new solicitations and contracts considered high risk of unauthorized access to or disclosure of sensitive information.

Additionally, these two clauses shall be included in Section H-Special Contract Requirements or in the clause section of the solicitation and contract.

More so, these two clauses are applicable to Sensitive Information –which is any information, which if lost, misused, disclosed, or, without authorization is accessed, or modified, could adversely affect the national or homeland security interest, the conduct of Federal programs, or the privacy to which individuals are entitled under section 552a of title 5, United States Code (the Privacy Act), but which has not been specifically authorized under criteria established by an Executive Order or an Act of Congress to be kept secret in the interest of national defense, homeland security or foreign policy in accordance with HSAR 3052.204.71.

For detail information as to HSAR Class Deviation 15-01 from the Homeland Security Acquisition Regulation (HSAR) follow the link Class Deviation from the Federal Acquisition Regulation. For security and training requirements for contractor's access, follow the link to https://www.dhs.gov/dhs-security-and-training-requirements-contractors.

1.9 Your POC at the Security Office is:

DHS OCSO/PSD Security Customer Service Center Telephone: (202) 447-5010 E-mailbox: officeofsecurity@hq.dhs.gov

2.0 CONTRACTOR PERFORMANCE INFORMATION

Past performance information is relevant, for source selection purposes, regarding a Contractor’s actions. It includes the Contractor’s record of conforming to contract requirements and to standards of good workmanship; adherence to cost control and contract schedules, including the administrative aspects of performance; the Contractor’s history of reasonable and cooperative behavior and commitment to customer satisfaction; and generally, the Contractor’s business-like concern for the interests of the customer.

At the end of each 12-month cycle of the performance period, the COR will complete a contract evaluation using the Government’s Contract Performance Assessment Reporting System (CPARS), a past performance collection tool that feeds the Government’s central repository for the collection and utilization of past performance information (Past Performance Information Retrieval System at http://www.ppirs.gov). CPARS (www.cpars.gov) is a web-enabled tool for the COR to evaluate the Contractor’s performance and for the CO and Contractor to review, comment on, and approve evaluations. The Contractor will be allowed sixty (60) calendar days to submit comments, rebutting statements, or additional information; however, the report will be published on PPIRS in “pending” status after fifteen (15) days. Comments, if any shall be retained as part of the evaluation record. The completed evaluation shall not be released to other than Government personnel and the Contractor whose performance is being evaluated during the period the information may be used to provide source selection information. Past performance information will not be retained for longer than three (3) years after completion of a contract.

3.0 OBSERVANCE OF LEGAL HOLIDAYS

The Government hereby provides notification that Government personnel observe the following days as federal holidays:

New Year’s Day Labor Day Martin Luther King’s Birthday Columbus Day https://www.dhs.gov/dhs-security-and-training-requirements-contractors mailto:officeofsecurity@hq.dhs.gov http://www.ppirs.gov/ http://www.cpars.gov/

President’s Day Veterans’ Day Memorial Day Thanksgiving Day Independence Day Christmas Day

In addition to the days designated as federal holidays, the Government observes the following days:

1) Any other day designated by Federal Statute;

2) Any other day designated by Executive Order; and

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

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 contract. In the event the Contractor’s personnel work during the holiday, they may be reimbursed by the Contractor. However, no form of holiday or other premium compensation will be reimbursed either as a direct or indirect cost, other than their normal compensation for the time worked.

When the Federal and Governmental entities grant excused absences to its employees, assigned Contractor personnel may also be dismissed. The Contractor agrees to continue to provide sufficient personnel to perform critical tasks already in operation or scheduled, and shall be guided by the instructions issued by the CO and COR.

SECTION VI – TASK ORDER PROVISIONS AND CLAUSES

1.0 BASE CONTRACT PROVISION/CLAUSE FLOWDOWN

In accordance with OASIS contract section I.1, all Applicable and Required provisions/clauses set forth in FAR 52.301 and incorporated into the Contractor’s GSA OASIS unrestricted Pool 1 contract automatically flow down to this task order solicitation and any resultant task order award.

Further, FAR Part 12 commercial clauses / provisions apply.

2.0 INCORPORATED BY REFERENCE

This solicitation incorporates one or more provisions by reference, with the same force and effect as if they were given in full text.

Provision Provision Title Date Federal Acquisition Regulation (FAR) 52.216-31 Time-and-Materials/Labor-Hour Proposal Requirements—

Commercial Item Acquisition Feb 2007

52.217-5 Evaluation of Options Jul 1990 52.237-3 Continuity of Services Jan 1991

3.0 INCORPORATED BY FULL TEXT

FAR 52.204-14 Service Contract Reporting Requirements (Oct 2016)

(a) Definition.

“First-tier subcontract” means a subcontract awarded directly by the Contractor for the purpose of acquiring supplies or services (including construction) for performance of a prime contract. It does not include the Contractor’s supplier agreements with vendors, such as long-term arrangements for materials or supplies that benefit multiple contracts and/or the costs of which are normally applied to a Contractor’s general and administrative expenses or indirect costs.

(b) The Contractor shall report, in accordance with paragraphs (c) and (d) of this clause, annually by October 31, for services performed under this contract during the preceding Government fiscal year (October 1-September 30).

(c) The Contractor shall report the following information:

(1) Contract number and, as applicable, order number.

(2) The total dollar amount invoiced for services performed during the previous Government fiscal year under the contract.

(3) The number of Contractor direct labor hours expended on the services performed during the previous Government fiscal year.

(4) Data reported by subcontractors under paragraph (f) of this clause.

(d) The information required in paragraph (c) of this clause shall be submitted via the internet at www.sam.gov. (See SAM User Guide). If the Contractor fails to submit the report in a timely manner, the contracting officer will exercise appropriate contractual remedies. In addition, the Contracting Officer will make the Contractor’s failure to comply with the reporting requirements a part of the Contractor’s performance information under FAR subpart 42.15.

(e) Agencies will review Contractor reported information for reasonableness and consistency with available contract information. In the event the agency believes that revisions to the Contractor reported information are warranted, the agency will notify the Contractor no later than November 15.

By November 30, the Contractor shall revise the report or document its rationale for the agency.

(f)

(1) The Contractor shall require each first-tier subcontractor providing services under this contract, with subcontract(s) each valued at or above the thresholds set forth in 4.1703(a)(2), to provide the following detailed information to the Contractor in sufficient time to submit the report:

(i) Subcontract number (including subcontractor name and unique entity identifier);

and

(ii) The number of first-tier subcontractor direct-labor hours expended on the services performed during the previous Government fiscal year.

(2) The Contractor shall advise the subcontractor that the information will be made available to the public as required by section 743 of Division C of the Consolidated Appropriations Act, 2010.

(End of clause)

FAR 52.212-4 -- Contract Terms and Conditions -- Commercial Items Alt I (Jan 2017)

When a time-and-materials or labor-hour contract is contemplated, substitute the following paragraphs (a), (e), (i), (l), and (m) for those in the basic clause.

(a) Inspection/Acceptance.

(1) The Government has the right to inspect and test all materials furnished and services performed under this contract, to the extent practicable at all places and times, including the period of performance, and in any event before acceptance. The Government may also inspect the plant or plants of the Contractor or any subcontractor engaged in contract performance. The Government will perform inspections and tests in a manner that will not unduly delay the work.

(2) If the Government performs inspection or tests on the premises of the Contractor or a subcontractor, the Contractor shall furnish and shall require subcontractors to furnish all reasonable facilities and assistance for the safe and convenient performance of these duties.

http://www.sam.gov/

(3) Unless otherwise specified in the contract, the Government will accept or reject services and materials at the place of delivery as promptly as practicable after delivery, and they will be presumed accepted 60 days after the date of delivery, unless accepted earlier.

(4) At any time during contract performance, but not later than 6 months (or such other time as may be specified in the contract) after acceptance of the services or materials last delivered under this contract, the Government may require the Contractor to replace or correct services or materials that at time of delivery failed to meet contract requirements. Except as otherwise specified in paragraph (a)(6) of this clause, the cost of replacement or correction shall be determined under paragraph (i) of this clause, but the “hourly rate” for labor hours incurred in the replacement or correction shall be reduced to exclude that portion of the rate attributable to profit. Unless otherwise specified below, the portion of the “hourly rate” attributable to profit shall be 10 percent. The Contractor shall not tender for acceptance materials and services required to be replaced or corrected without disclosing the former requirement for replacement or correction, and, when required, shall disclose the corrective action taken.

(5)

(i) If the Contractor fails to proceed with reasonable promptness to perform required replacement or correction, and if the replacement or correction can be performed within the ceiling price (or the ceiling price as increased by the Government), the Government may—

(A) By contract or otherwise, perform the replacement or correction, charge to the Contractor any increased cost, or deduct such increased cost from any amounts paid or due under this contract; or

(B) Terminate this contract for cause.

(ii) Failure to agree to the amount of increased cost to be charged to the Contractor shall be a dispute under the Disputes clause of the contract.

(6) Notwithstanding paragraphs (a)(4) and (5) above, the Government may at any time require the Contractor to remedy by correction or replacement, without cost to the Government, any failure by the Contractor to comply with the requirements of this contract, if the failure is due to--

(i) Fraud, lack of good faith, or willful misconduct on the part of the Contractor’s managerial personnel; or

(ii) The conduct of one or more of the Contractor’s employees selected or retained by the Contractor after any of the Contractor’s managerial personnel has reasonable grounds to believe that the employee is habitually careless or unqualified.

(7) This clause applies in the same manner and to the same extent to corrected or replacement materials or services as to materials and services originally delivered under this contract.

(8) The Contractor has no obligation or liability under this contract to correct or replace materials and services that at time of delivery do not meet contract requirements, except as provided in this clause or as may be otherwise specified in the contract.

(9) Unless otherwise specified in the contract, the Contractor’s obligation to correct or replace Government-furnished property shall be governed by the clause pertaining to Government property.

(e) Definitions.

(1) The clause at FAR 52.202-1, Definitions, is incorporated herein by reference. As used in this clause—

(i) Direct materials means those materials that enter directly into the end product, or that are used or consumed directly in connection with the furnishing of the end product or service.

(ii) Hourly rate means the rate(s) prescribed in the contract for payment for labor that meets the labor category qualifications of a labor category specified in the contract that are—

(A) Performed by the contractor;

(B) Performed by the subcontractors; or

(C) Transferred between divisions, subsidiaries, or affiliates of the contractor under a common control.

(iii) Materials means—

(A) Direct materials, including supplies transferred between divisions, subsidiaries, or affiliates of the contractor under a common control;

(B) Subcontracts for supplies and incidental services for which there is not a labor category specified in the contract;

(C) Other direct costs (e.g., incidental services for which there is not a labor category specified in the contract, travel, computer usage charges, etc.);

(D) The following subcontracts for services which are specifically excluded from the hourly rate: N/A; and

(E) Indirect costs specifically provided for in this clause.

(iv) Subcontract means any contract, as defined in FAR Subpart 2.1, entered into with a subcontractor to furnish supplies or services for performance of the prime contract or a subcontract including transfers between divisions, subsidiaries, or affiliates of a contractor or subcontractor. It includes, but is not limited to, purchase orders, and changes and modifications to purchase orders.

(i) Payments.

(1) Work performed. The Government will pay the Contractor as follows upon the submission of commercial invoices approved by the Contracting Officer:

(i) Hourly rate.

(A) The amounts shall be computed by multiplying the appropriate hourly rates prescribed in the contract by the number of direct labor hours performed. Fractional parts of an hour shall be payable on a prorated basis.

(B) The rates shall be paid for all labor performed on the contract that meets the labor qualifications specified in the contract. Labor hours incurred to perform tasks for which labor qualifications were specified in the contract will not be paid to the extent the work is performed by individuals that do not meet the qualifications specified in the contract, unless specifically authorized by the Contracting Officer.

(C) Invoices may be submitted once each month (or at more frequent intervals, if approved by the Contracting Officer) to the Contracting Officer or the authorized representative.

(D) When requested by the Contracting Officer or the authorized representative, the Contractor shall substantiate invoices (including any subcontractor hours reimbursed at the hourly rate in the schedule) by evidence of actual payment, individual daily job timecards, records that verify the employees meet the qualifications for the labor categories specified in the contract, or other substantiation specified in the contract.

(E) Unless the Schedule prescribes otherwise, the hourly rates in the Schedule shall not be varied by virtue of the Contractor having performed work on an overtime basis.

(1) If no overtime rates are provided in the Schedule and the Contracting Officer approves overtime work in advance, overtime rates shall be negotiated.

(2) Failure to agree upon these overtime rates shall be treated as a dispute under the Disputes clause of this contract.

(3) If the Schedule provided rates for overtime, the premium portion of those rates will be reimbursable only to the extent the overtime is approved by the Contracting Officer.

(ii) Materials.

(A) If the Contractor furnishes materials that meet the definition of a commercial item at FAR 2.101, the price to be paid for such materials shall not exceed the Contractor’s established catalog or market price, adjusted to reflect the--

(1) Quantities being acquired; and

(2) Any modifications necessary because of contract requirements.

(B) Except as provided for in paragraph (i)(1)(ii)(A) and (D)(2) of this clause, the Government will reimburse the Contractor the actual cost of materials (less any rebates, refunds, or discounts received by the contractor that are identifiable to the contract) provided the Contractor—

(1) Has made payments for materials in accordance with the terms and conditions of the agreement or invoice; or

(2) Makes these payments within 30 days of the submission of the Contractor’s payment request to the Government and such payment is in accordance with the terms and conditions of the agreement or invoice.

(C) To the extent able, the Contractor shall—

(1) Obtain materials at the most advantageous prices available with due regard to securing prompt delivery of satisfactory materials; and

(2) Give credit to the Government for cash and trade discounts, rebates, scrap, commissions, and other amounts that are identifiable to the contract.

(D) Other Costs. Unless listed below, other direct and indirect costs will not be reimbursed.

(1) Other direct Costs. The Government will reimburse the Contractor on the basis of actual cost for the following, provided such costs comply with the requirements in paragraph (i)(1)(ii)(B) of this clause: Travel, TBD.

(2) Indirect Costs (Material handling, Subcontract Administration, etc.). The Government will reimburse the Contractor for indirect costs on a pro-rata basis over the period of contract performance at the following fixed price:

TBD% applied to actual ODC amounts incurred during task order performance. This rate is not subject to adjustment or audit and shall remain fixed throughout the life of the contract.

(2) Total cost. It is estimated that the total cost to the Government for the performance of this contract shall not exceed the ceiling price set forth in the Schedule and the Contractor agrees to use its best efforts to perform the work specified in the Schedule and all obligations under this contract within such ceiling price. If at any time the Contractor has reason to believe that the hourly rate payments and material costs that will accrue in performing this contract in the next succeeding 30 days, if added to all other payments and costs previously accrued, will exceed 85 percent of the ceiling price in the Schedule, the Contractor shall notify the Contracting Officer giving a revised estimate of the total price to the Government for performing this contract with supporting reasons and documentation. If at any time during the performance of this contract, the Contractor has reason to believe that the total price to the Government for performing this contract will be substantially greater or less than the then stated ceiling price, the Contractor shall so notify the Contracting Officer, giving a revised estimate of the total price for performing this contract, with supporting reasons and documentation. If at any time during performance of this contract, the Government has reason to believe that the work to be required in performing this contract will be substantially greater or less than the stated ceiling price, the Contracting Officer will so advise the Contractor, giving the then revised estimate of the total amount of effort to be required under the contract.

(3) Ceiling price. The Government will not be obligated to pay the Contractor any amount in excess of the ceiling price in the Schedule, and the Contractor shall not be obligated to continue performance if to do so would exceed the ceiling price set forth in the Schedule, unless and until the Contracting Officer notifies the contractor in writing that the ceiling price has been increased and specifies in the notice a revised ceiling that shall constitute the ceiling price for performance under this contract. When and to the extent that the ceiling price set forth in the Schedule has been increased, any hours expended and material costs incurred by the Contractor in excess of the ceiling price before the increase shall be allowable to the same extent as if the hours expended and material costs had been incurred after the increase in the ceiling price.

(4) Access to records. At any time before final payment under this contract, the Contracting Officer (or authorized representative) will have access to the following (access shall be limited to the listing below unless otherwise agreed to by the Contractor and the Contracting Officer):

(i) Records that verify that the employees whose time has been included in any invoice met the qualifications for the labor categories specified in the contract.

(ii) For labor hours (including any subcontractor hours reimbursed at the hourly rate in the schedule), when timecards are required as substantiation for payment—

(A) The original timecards (paper-based or electronic);

(B) The Contractor’s timekeeping procedures;

(C) Contractor records that show the distribution of labor between jobs or contracts; and

(D) Employees whose time has been included in any invoice for the purpose of verifying that these employees have worked the hours shown on the invoices.

(iii) For material and subcontract costs that are reimbursed on the basis of actual cost—

(A) Any invoices or subcontract agreements substantiating material costs;

and

(B) Any documents supporting payment of those invoices.

(5) Overpayments/Underpayments. Each payment previously made shall be subject to reduction to the extent of amounts, on preceding invoices, that are found by the Contracting Officer not to have been properly payable and shall also be subject to reduction for overpayments or to increase for underpayments. The Contractor shall promptly pay any such reduction within 30 days unless the parties agree otherwise. The Government within 30 days will pay any such increases, unless the parties agree otherwise. The Contractor’s payment will be made by check. If the Contractor becomes aware of a duplicate invoice payment or that the Government has otherwise overpaid on an invoice payment, the Contractor shall—

(i) Remit the overpayment amount to the payment office cited in the contract along with a description of the overpayment including the—

(A) Circumstances of the overpayment (e.g., duplicate payment, erroneous payment, liquidation errors, date(s) of overpayment);

(B) Affected contract number and delivery order number, if applicable;

(C) Affected line item or subline item, if applicable; and

(D) Contractor point of contact.

(ii) Provide a copy of the remittance and supporting documentation to the Contracting Officer.

(6)

(i) All amounts that become payable by the Contractor to the Government under this contract shall bear simple interest from the date due until paid unless paid within 30 days of becoming due. The interest rate shall be the interest rate established by the Secretary of the Treasury, as provided in 41 U.S.C. 7109, which is applicable to the period in which the amount becomes due, and then at the rate applicable for each six month period as established by the Secretary until the amount is paid.

(ii) The Government may issue a demand for payment to the Contractor upon finding a debt is due under the contract.

(iii) Final Decisions. The Contracting Officer will issue a final decision as required by 33.211 if—

(A) The Contracting Officer and the Contractor are unable to reach agreement on the existence or amount of a debt in a timely manner;

(B) The Contractor fails to liquidate a debt previously demanded by the Contracting Officer within the timeline specified in the demand for payment unless the amounts were not repaid because the Contractor has requested an installment payment agreement; or

(C) The Contractor requests a deferment of collection on a debt previously demanded by the Contracting Officer (see FAR 32.60702).

(iv) If a demand for payment was previously issued for the debt, the demand for payment included in the final decision shall identify the same due date as the original demand for payment.

(v) Amounts shall be due at the earliest of the following dates:

(A) The date fixed under this contract.

(B) The date of the first written demand for payment, including any demand for payment resulting from a default termination.

(vi) The interest charge shall be computed for the actual number of calendar days involved beginning on the due date and ending on—

(A) The date on which the designated office receives payment from the Contractor;

(B) The date of issuance of a Government check to the Contractor from which an amount otherwise payable has been withheld as a credit against the contract debt; or

(C) The date on which an amount withheld and applied to the contract debt would otherwise have become payable to the Contractor.

(vii) The interest charge made under this clause may be reduced under the procedures prescribed in 32.608-2 of the Federal Acquisition Regulation in effect on the date of this contract.

(viii) Upon receipt and approval of the invoice designated by the Contractor as the “completion invoice” and supporting documentation, and upon compliance by the Contractor with all terms of this contract, any outstanding balances will be paid within 30 days unless the parties agree otherwise. The completion invoice, and supporting documentation, shall be submitted by the Contractor as promptly as practicable following completion of the work under this contract, but in no event later than 1 year (or such longer period as the Contracting Officer may approve in writing) from the date of completion.

(7) Release of claims. The Contractor, and each assignee under an assignment entered into under this contract and in effect at the time of final payment under this contract, shall execute and deliver, at the time of and as a condition precedent to final payment under this contract, a release discharging the Government, its officers, agents, and employees of and from all liabilities, obligations, and claims arising out of or under this contract, subject only to the following exceptions.

(i) Specified claims in stated amounts, or in estimated amounts if the amounts are not susceptible to exact statement by the Contractor.

(ii) Claims, together with reasonable incidental expenses, based upon the liabilities of the Contractor to third parties arising out of performing this contract, that are not known to the Contractor on the date of the execution of the release, and of which the Contractor gives notice in writing to the Contracting Officer not more than 6 years after the date of the release or the date of any notice to the Contractor that the Government is prepared to make final payment, whichever is earlier.

(iii) Claims for reimbursement of costs (other than expenses of the Contractor by reason of its indemnification of the Government against patent liability), including reasonable incidental expenses, incurred by the Contractor under the terms of this contract relating to patents.

(8) Prompt payment. The Government will make payment in accordance with the Prompt Payment Act (31 U.S.C 3903) and prompt payment regulations at 5 CFR part 1315.

(9) Electronic Funds Transfer (EFT). If the Government makes payment by EFT, see 52.212- 5(b) for the appropriate EFT clause.

(10) Discount. In connection with any discount offered for early payment, time shall be computed from the date of the invoice. For the purpose of computing the discount earned, payment shall be considered to have been made on the date that appears on the payment check or the specified payment date if an electronic funds transfer payment is made.

(l) Termination for the Government’s convenience. The Government reserves the right to terminate this contract, or any part hereof, for its sole convenience. In the event of such termination, the Contractor shall immediately stop all work hereunder and shall immediately cause any and all of its suppliers and subcontractors to cease work. Subject to the terms of this contract, the Contractor shall be paid an amount for direct labor hours (as defined in the Schedule of the contract) determined by multiplying the number of direct labor hours expended before the effective date of termination by the hourly rate(s) in the contract, less any hourly rate payments already made to the Contractor plus reasonable charges the Contractor can demonstrate to the satisfaction of the Government using its standard record keeping system that have resulted from the termination. The Contractor shall not be required to comply with the cost accounting standards or contract cost principles for this purpose.

This paragraph does not give the Government any right to audit the Contractor’s records. The Contractor shall not be paid for any work performed or costs incurred that reasonably could have been avoided.

(m) Termination for cause. The Government may terminate this contract, or any part hereof, for cause in the event of any default by the Contractor, or if the Contractor fails to comply with any contract terms and conditions, or fails to provide the Government, upon written request, with adequate assurances of future performance. Subject to the terms of this contract, the Contractor shall be paid an amount computed under paragraph (i) Payments of this clause, but the “hourly rate” for labor hours expended in furnishing work not delivered to or accepted by the Government shall be reduced to exclude that portion of the rate attributable to profit. Unless otherwise specified in paragraph (a)(4) of this clause, the portion of the “hourly rate” attributable to profit shall be 10 percent. In the event of termination for cause, the Contractor shall be liable to the Government for any and all rights and remedies provided by law. If it is determined that the Government improperly terminated this contract for default, such termination shall be deemed a termination for convenience.

(End of Clause)

FAR 52.217-8 -- Option to Extend Services (Nov 1999)

The Government may require continued performance of any services within the limits and at the rates specified in the contract. These rates may be adjusted only as a result of revisions to prevailing labor rates provided by the Secretary of Labor. The option provision may be exercised more than once, but the total extension of performance hereunder shall not exceed 6 months. The Contracting Officer may exercise the option by written notice to the Contractor within 30 days.

FAR 52.217-9 Option to Extend the Term of the Contract (Mar 2000)

(a) The Government may extend the term of this contract by written notice to the Contractor within 30 days; provided that the Government gives the Contractor a preliminary written notice of its intent to extend at least 60 days before the contract expires. The preliminary notice does not commit the Government to an extension.

(b) If the Government exercises this option, the extended contract shall be considered to include this option clause.

(c) The total duration of this contract, including the exercise of any options under this clause, shall not exceed 66 months.

FAR 52.252-4 -- Alterations in Contract (Apr 1984)

Portions of this contract are altered as follows: Use of the word “contract” is understood to mean “task order” whenever such application is appropriate.

HSAR 3052.212-70 Contract Terms and Conditions Applicable to DHS Acquisition of Commercial Items (Sep 2012)

The Contractor agrees to comply with any clause that is incorporated herein by reference to implement agency policy applicable to acquisition of commercial items or components. The clause in effect based on the applicable regulation cited on the date the solicitation is issued applies unless otherwise stated herein. The following clauses are incorporated by reference:

Clause Clause Title Date Homeland Security Acquisition Regulation (HSAR)

3052.203-70 Instructions for Contractor Disclosure of Violations. Sep 2012 3052.205-70 Advertisement, Publicizing Awards, and Releases. Sep 2012 3052.215-70 Key Personnel or Facilities. Fill-in:

• TBD

Dec 2003

3052.242-72 Contracting Officer’s Technical Representative. Dec 2003

HSAR 3052.204-71 Contractor Employee Access (Sep 2012)

(a) Sensitive Information, as used in this clause, means any information, which if lost, misused, disclosed, or, without authorization is accessed, or modified, could adversely affect the national or homeland security interest, the conduct of Federal programs, or the privacy to which individuals are entitled under section 552a of title 5, United States Code (the Privacy Act), but which has not been specifically authorized under criteria established by an Executive Order or an Act of Congress to be kept secret in the interest of national defense, homeland security or foreign policy. This definition includes the following categories of information:

(1) Protected Critical Infrastructure Information (PCII) as set out in the Critical Infrastructure Information Act of 2002 (Title II, Subtitle B, of the Homeland Security Act, Public Law 107-296, 196 Stat. 2135), as amended, the implementing regulations thereto (Title 6, Code of Federal Regulations, Part 29) as amended, the applicable PCII Procedures Manual, as amended, and any supplementary guidance officially communicated by an authorized official of the Department of Homeland Security (including the PCII Program Manager or his/her designee);

(2) Sensitive Security Information (SSI), as defined in Title 49, Code of Federal Regulations, Part 1520, as amended, “Policies and Procedures of Safeguarding and Control of SSI,” as amended, and any supplementary guidance officially communicated by an authorized official of the Department of Homeland Security (including the Assistant Secretary for the Transportation Security Administration or his/her designee);

Information designated as “For Official Use Only,” which is unclassified information of a sensitive nature and the unauthorized disclosure of which could adversely impact a person’s privacy or welfare, the conduct of Federal programs, or other programs or operations essential to the national or homeland security interest; and

(3) Any information that is designated “sensitive” or subject to other controls, safeguards or protections in accordance with subsequently adopted homeland security information handling procedures.

(b) “Information Technology Resources” include, but are not limited to, computer equipment, networking equipment, telecommunications equipment, cabling, network drives, computer drives, network software, computer software, software programs, intranet sites, and internet sites.

(c) Contractor employees working on this contract must complete such forms as may be necessary for security or other reasons, including the conduct of background investigations to determine suitability.

Completed forms shall be submitted as directed by the Contracting Officer. Upon the Contracting Officer's request, the Contractor's employees shall be fingerprinted, or subject to other investigations as required. All Contractor employees requiring recurring access to Government facilities or access to sensitive information or IT resources are required to have a favorably adjudicated background investigation prior to commencing work on this contract unless this requirement is waived under Departmental procedures.

(d) The Contracting Officer may require the Contractor to prohibit individuals from working on the contract if the Government deems their initial or continued employment contrary to the public interest for any reason, including, but not limited to, carelessness, insubordination, incompetence, or security concerns.

(e) Work under this contract may involve access to sensitive information. Therefore, the Contractor shall not disclose, orally or in writing, any sensitive information to any person unless authorized in writing by the Contracting Officer. For those Contractor employees authorized access to sensitive information, the Contractor shall ensure that these persons receive training concerning the protection and disclosure of sensitive information both during and after contract performance.

(f) The Contractor shall include the substance of this clause in all subcontracts at any tier where the subcontractor may have access to Government facilities, sensitive information, or resources.

Alternate I (Sep 2012)

When the contract will require Contractor employees to have access to Information Technology (IT) resources, add the following paragraphs:

(g) Before receiving access to IT resources under this contract the individual must receive a security briefing, which the Contracting Officer’s Technical Representative (COTR) will arrange, and complete any nondisclosure agreement furnished by DHS.

The Contractor shall have access only to those areas of DHS information technology resources explicitly stated in this contract or approved by the COTR in writing as necessary for performance of the work under this contract. Any attempts by Contractor personnel to gain access to any information technology resources not expressly authorized by the statement of work, other terms and conditions in this contract, or as approved in writing by the COTR, is strictly prohibited. In the event of violation of this provision, DHS will take appropriate actions with regard to the contract and the individual(s) involved.

(h) Contractor access to DHS networks from a remote location is a temporary privilege for mutual convenience while the Contractor performs business for the DHS Component. It is not a right, a guarantee of access, a condition of the contract, or Government Furnished Equipment (GFE).

(i) Contractor access will be terminated for unauthorized use. The Contractor agrees to hold and save DHS harmless from any unauthorized use and agrees not to request additional time or money under the contract for any delays resulting from unauthorized use or access.

(j) Non-U.S. citizens shall not be authorized to access or assist in the development, operation, management or maintenance of Department IT systems under the contract, unless a waiver has been granted by the Head of the Component or designee, with the concurrence of both the Department’s Chief Security Officer (CSO) and the Chief Information Officer (CIO) or their designees. Within DHS Headquarters, the waiver may be granted only with the approval of both the CSO and the CIO or their designees. In order for a waiver to be granted:

(1) There must be a compelling reason for…