75N91020F00003 Mod P00007_Redacted.pdf

75N91019D00024, Task Order 75N91020F00003 Mod P00007 Page 6

OSO - NIEHS

OSO - NIGMS

OSO - NIMH

OSO - NINDS

OSO - OD-F

(Serology)

OSO – USDA

OSO - USUHS

OSO - WRAIR

*Written COR/Government concurrence shall be obtained prior to award or modification of subcontracts (affecting cost, schedule, or performance and excluding of administrative modifications) within this ceiling

b. Consultants Consultants ceilings have been negotiated for each DOC. Prior written consent of the Contracting Officer is required to exceed this ceiling as specified below:

DOC Base Ceiling Option 1 Ceiling

Option 2 Ceiling Option 3 Ceiling

CBIIT

CCR

DCB

DCCPS

DCEG

DCP

DCTD

IOD - CCCT

IOD - CCG

IOD - CGH

IOD - CSSI

IOD - OM & Gov't

IOD - TTC

OSO - Remaining

OSO - CC

OSO - NCATS

OSO – NEI

OSO - NHGRI

OSO - NHLBI

OSO – NIA

OSO – NIAID SS

OSO – NIAMS

OSO – NICHD

OSO - NIDCD

OSO - NIDCR

OSO - NIDDK

OSO - NIEHS

75N91019D00024, Task Order 75N91020F00003 Mod P00007 Page 8

OSO - NIMH

OSO - NINDS

OSO – USDA

OSO - USUHS

OSO - WRAIR

*Written COR/Government concurrence shall be obtained prior to purchasing Capital Equipment within this ceiling **Written COR/Government concurrence shall be obtained prior to purchasing Capital Equipment within the final proposal revision for contract staff/labs within CRTP and CCR-BSP Units of Work. Capital Equipment purchased for Government staff does not require COR/Government concurrence for CRTP and CCR-BSP.

d. Travel Travel ceilings have been negotiated for each DOC. Prior written consent of the Contracting Officer is required: 1) to exceed this ceiling as specified below; or 2) for all foreign travel. All travel costs exceeding those authorized under the Federal Travel Regulations (FTR) must be justified in writing to the Contracting Officer for Contracting Officer Authorization.

DOC Base Ceiling Option 1 Ceiling

Option 2 Ceiling

Option 3 Ceiling

CBIIT

CCR

DCB

DCCPS

DCEG

DCP

DCTD

IOD - CCCT

IOD - CCG

IOD - CGH

IOD - CSSI

IOD - OM &

Gov't

IOD - TTC

OSO

OSO - CC

OSO - NCATS

OSO – NEI

OSO - NHGRI

OSO - NHLBI

OSO – NIA

OSO – NIAID

SS

OSO – NIAMS

OSO – NICHD

OSO - NIDCD

OSO - NIDCR

75N91019D00024, Task Order 75N91020F00003 Mod P00007 Page 10 amended, whether such costs arise because of the terms of Retirement Programs A and B funding, administration, termination or any other requirement or obligation.

The Contractor has administered Retirement Programs A and B on behalf of the Government pursuant to requirements of various contracts, including the OTS Contract (HHSN26120080001E) which is the immediate predecessor to the contract under which this Task Order is issued, for the exclusive benefit of employees of the FNL and will continue to do so up to the end of this Task Order in accordance with Task Order terms and conditions.

The parties agree that Contractor, beginning the first day after the end of this Task Order, will have no further ERISA, IRC, financial or contractual responsibility whatsoever for Retirement Programs A and B, absent written mutual agreement to the contrary, or operation of law and to the extent the law imposes any such liability on LBR, any resultant costs shall be deemed allowable under the terms of this Task Order.

2. Plan Funding The parties agree that allowable costs associated with the sponsorship of the Plans as required under this Task Order and the Contract under which this Task Order was issued shall be provided to the Contractor as advance payments pursuant to this Article and Article I.4.a.(14)—Advance Payment of contract 75N91019D00024. All requests for Advance Payments will be submitted by the contractor with supporting documentation. Requests will be reviewed by the Contracting Officer and Contracting Officer Representative prior to any payment.

Further, the parties agree that it is mutually desired to maintain Plan A funding level (plan assets/plan liabilities) at a target level of 80% or greater, as computed on an actuarial basis consistent with ERISA regulations, to mitigate additional plan administrative burden under ERISA and to minimize the Government’s need to provide significant supplemental plan funding as a result of either a curtailment or termination under CAS. As a result of these considerations, the parties agree to the following regarding funding of the Plans:

a. Prior to October 15th of each year the Government shall provide to the Contractor Advance Payments (pursuant to this Article and Article I.4.a.(14)—Advance Payment of contract 75N91019D00024 for the purpose of funding allowable post-curtailment costs associated with administering the plan to:

maintain its tax qualified status; costs to comply with the required reporting and disclosure requirements; premiums, penalties, inquiries and/or litigation imposed by the Internal Revenue Service, the Pension Benefit Guarantee Corporation, the Department of Labor, and/or participants and beneficiaries as applicable; costs incurred to evaluate and implement optional plan amendments intended to reduce the overall participant headcount and/or funding requirements;

and all other allowable plan costs that arise post-curtailment due to any reason, including but not limited to funding requirements, or changes in the market value or actuarial value of plan assets that accrue; costs associated with any additional curtailment, termination, annuitization or other costs as may be agreed to by the parties.

In the event subsequent or additional Plan funding is required, the Contractor shall notify the Contracting Officer as soon as practicable after the costs are known and submit a written cost estimate including a reason for the costs, itemization of costs, and methodology used to determine the estimate. Payment of the subsequent funding shall be made upon submission of a proper invoice to the Government.

b. Within 10 calendar days of receipt of any advance funding received pursuant to this Article the Contractor shall place all funds received into the special bank account established in accordance with contract 75N91019D00024 Article I.4.A.(14)—Advance Payment for the sole purpose of funding plan costs as authorized herein.

75N91019D00024, Task Order 75N91020F00003 Mod P00007 Page 11

c. Any amounts provided to the Contractor by the Government pursuant to this Article and which remains in the account referenced in contract 75N91019D00024 Article I.4.A.(14)—Advance Payment upon completion of all Plan termination activities shall be promptly returned to the Government or, in the case of a plan transfer shall be dispositioned pursuant to paragraph 5 this Article.

3. Changes to the Plans Contracting Officer approval is required to make changes to either benefit Plan A or B including, but not limited to, early-out program, widow benefits, disability program, plan-loan feature, employee contribution refund, asset reversion, or incidental benefit. Requests for changes to the Plan(s) shall include relevant information as may be necessary to support the requesting actions, including reasonably available alternatives where practicable.

Contracting Officer approval is not required when changes to the Plan(s) are necessitated by statute or regulation issued by a cognizant Government authority. In such instances, notification of the Plan changes, including any impacts to costs, benefits or other relevant information, shall be provided to the Contracting Officer as early as practicable prior to the execution of any such change.

4. Terminating Plans Except as provided in this Section—Terminating Plans, Plan A or B may not be terminated during the term of the Task Order without the prior written agreement of the parties. The parties agree to establishment of a plan and proposed effort for termination. Plan termination shall be in accordance with the ERISA the IRC, the Department of Labor (“DOL”) regulations, and the Pension Benefit Guaranty Corporation (“PBGC”) regulations. Termination will proceed in accordance with ERISA to the full conclusion of the plan liquidation and the Government shall be obligated to reimburse Contractor all allowable costs incurred related to the plan termination and liquidation and identified in the task order award for termination.

Programs A and/or B, as applicable, will be terminated without further approval by the parties:

a. If the Government fails to provide 120 calendar day notification related to the transfer or disposition of the FNL Retirement Plans; or written notice of intent to cease, in whole or in part, through a contract termination, the operation of the FLNCR as a Government-Owned, Contractor Operated facility,

b. Upon notification by the Government that either:

i. there will be a contract awarded to a 3rd party successor contractor and that the Successor will not assume responsibility for the Plans; or

ii. the Contracting Officer determines that the scope of work under the Task Order has been completed’

c. In the event or circumstance that, pursuant to applicable pension law or regulations ERISA or the

Internal Revenue Code of 1986 as amended, would require a plan termination or in the absence of a plan termination, cause a plan to become disqualified. In such instances, notification of the Plan termination, including any impacts to costs, benefits or other relevant information, shall be provided to the Contracting Officer as early as practicable prior to the execution of any such change.

In the event of a plan termination (as defined in 48 CFR 9904.413-30(a)(20), the plan will be administered in a manner that will ensure that allowable costs will be accounted for and allocated to the Government and paid to the Contractor consistent with applicable Federal Acquisition Regulations (FAR) and Cost Accounting Standards (CAS) requirements. All costs means: (1) all costs relating to a plan termination, including those costs measured, assigned and allocated pursuant to CAS 412 and 413, including CAS § 413-50(c)(12) (or any successor regulations) for a plan termination; (2) all costs of compliance requirements of ERISA, the IRC, the DOL, and the PBGC; (3) all costs of administering the plans throughout the termination process; and (4) all other related costs such as legal costs relating to pending

75N91019D00024, Task Order 75N91020F00003 Mod P00007 Page 12 or actual litigation with plan participants or actions, including audits, by federal regulators. The contractor will provide a written cost estimate as a basis for funding allowable costs. This estimate will be reviewed by the Contracting Officer and the Contracting Officer representative. When a termination of this task order or the contract under which the task order is issued results in a plan termination, the parties agree that allowable costs related to the plan termination will be treated as “continuing costs,” as defined in FAR § 31.205-42(b), that pursuant to that provision, FAR §§ 49.201 and 52.249-6 are allowable costs.

5. Transfer of the Plan(s) The Government shall notify the Contractor in writing 120 business days prior to the award of a new contract to a designated 3rd party successor contractor, that will require the new contractor to assume sponsorship and administration and otherwise have full responsibility for Programs A and B beginning upon the expiration or termination of this Task Order. Upon notification of an intent to award to a successor contractor, the Government will facilitate the timely negotiation and execution of a tri-lateral (Government, the Contractor, Successor Contractor) FNLCR Retirement Plan Transition Agreement. The agreement will set forth the roles, responsibilities and obligations of the parties to transfer of all, then existing, retirement plans between the Contractor to the 3rd party successor contractor on or before the expiration of this task order. The agreement will set forth the terms and conditions between the parties to transfer the assets and liabilities of the Programs A and B to the successor contractor(s), including the assumption by the successor contractor of plan sponsorship and plan administration of the transferred plans. The Government shall include in any successor contract such terms and conditions as are needed to give this Article full force and effect, including a requirement that the successor contractor indemnify LBR and its Parent (Leidos, Inc.) for any costs relating to the transferred programs (or any part thereof) that the Government does not reimburse pursuant to this Advance Understanding. Upon completion of this transfer in accordance with ERISA requirements, Contractor shall have no further obligation whatsoever with respect to the Programs A and B, unless contrary to law.

If this Task Order expires or terminates and NCI has awarded a contract under which the new contractor becomes a sponsor and assumes responsibility for management and administration of the pension or other benefit plans covering active or retired contractor employees with respect to service at FNLCR (collectively, the “Plans”), the Contractor shall cooperate and transfer to the new contractor its responsibility for sponsorship, management and administration of the Plans consistent with direction from the Contracting Officer. Such direction shall not conflict with or otherwise alter the terms of this Article.

The value of pension liabilities transferred shall be based on the most recent actuarial calculation completed by the plan actuary. The amount of the assets that shall be transferred by the Contractor to the successor contractor shall equal the assets in the Plans’ respective trusts at the time of transfer. The cognizant Contracting Officer shall approve assets and liabilities as being properly calculated in compliance with applicable CAS.

Prior to any transfer of the Plan to a successor the Contractor shall withdrawal from the Plan trust or other account, or invoice the Government, as applicable the full amount of any then-existing prepayment credit made by the Contractor or its Parent on its behalf, relating to the DB plan, as measured in accordance with CAS.

6. Reporting Requirements:

a. Annual Plan Status Report: The Contractor shall submit to the Contracting Officer and Branch Chief an annual report about the status of Retirement Programs A & B no later than August 1st of each year. The report shall provide an estimate of plan termination costs as of September 25 of the current Plan Year and information as of the end of the most recent plan year regarding the number of participants in each Program, the funding status of the Program, and an assessment of regulatory or compliance issues that may arise based on participation levels, funding status, other comparable factors, or other data as directed by the Contracting Officer.

75N91019D00024, Task Order 75N91020F00003 Mod P00007 Page 15

Acceptance may be presumed unless otherwise indicated in writing by the Contracting Officer or the duly authorized representative within 30 days of receipt.

SECTION F - DELIVERIES OR PERFORMANCE

ARTICLE F.1. PERIOD OF PERFORMANCE

a. The period of performance of this task order for the Base Period is 12 Months with a start date of August 31, 2020.

b. If the Government exercises its option(s) pursuant to the OPTION PROVISION Article in Section H of this contract, the period of performance will be increased as listed below:

Option Option Period Option Period 1 08/31/2021 – 08/30/2022 Option Period 2 08/31/2022 – 08/30/2023 Option Period 3 08/31/2023 – 08/30/2024

ARTICLE F.2. DELIVERIES

Satisfactory performance of the final task order shall be deemed to occur upon performance of the work described in the Statement of Work Article in SECTION C of this task order and upon delivery and acceptance by the Contracting Officer, or the duly authorized representative, of the following items in accordance with the stated delivery schedule.

a. The items specified below as described in the REPORTING REQUIREMENTS Article in SECTION C of this task order will be required to be delivered F.o.b. Destination as set forth in FAR 52.247-35, F.o.b.

DESTINATION, WITHIN CONSIGNEES PREMISES (APRIL 1984), and in accordance with and by the date(s) specified in Attachment 2: Reporting Requirements

b. The items in Attachment 2: Reporting Requirements shall be addressed and delivered to:

Addressee Delivered to the Contracting Officer and COR through the FFRDC Contract Administration System (FCAS)

ARTICLE F.3. LEVEL OF EFFORT

a. During the period of performance of this contract, the Contractor shall provide direct labor hours. The labor hours exclude vacation, holiday, and sick leave. These labor hours exclude subcontractor labor hours. It is estimated that the labor hours are constituted as specified below and will be expended approximately as follows:

DOC Base Hours Option 1 Hours

Option 2 Hours

Option 3 Hours

CBIIT 111,036.88 104,143.48 104,323.48 104,323.48

CCR 653,337.75 647,680.87 648,384.23 648,387.31

DCB 4,378.80 4,378.80 4,378.80 4,378.80

DCCPS 345.52 48.22 48.22 48.22

DCEG 148,149.40 145,582.60 145,625.80 145,625.80

DCP 27,308.41 32,265.13 31,012.36 26,065.36

DCTD 325,258.55 328,362.24 335,390.29 328,676.48

IOD - CCCT 60,484.40 58,345.40 58,405.04 58,417.00

IOD - CCG 6,764.00 6,764.00 6,319.00 6,319.00

IOD - CGH 4,450.00 4,450.00 4,450.00 4,450.00

IOD - CSSI 26,091.00 27,738.00 28,958.00 28,958.00

75N91019D00024, Task Order 75N91020F00003 Mod P00007 Page 16

IOD - OM & Gov't 9.16 9.16 9.16 9.16

IOD - TTC 450.48 450.48 450.48 450.48

OSO 1,426,367.43 1,429,317.43 1,432,306.30 1,431,252.07

OSO - CC 2,602.56 2,601.76 2,602.96 2,602.96

OSO - NCATS 8,223.65 8,788.93 8,846.53 8,846.53

OSO - NHGRI 14.76 14.76 14.76 14.76

OSO - NHLBI 27,725.43 27,693.43 27,741.43 27,741.43

OSO – NIA 0 0 0 0

OSO – NIAID SS 0 0 0 0

OSO – NIAMS 687.08 687.08 687.08 687.08

OSO – NICHD 8.95 8.95 8.95 8.95

OSO - NIDCD 8.40 8.40 8.40 8.40

OSO - NIDCR 2.10 2.10 2.10 2.10

OSO - NIDDK 6.36 6.36 6.36 6.36

OSO - NIEHS 2,314.00 2,314.00 2,314.00 2,314.00

OSO - NIGMS 0 0 0 0

OSO - NIMH 11,665.61 11,643.61 11,676.61 11,676.61

OSO - NINDS 5,202.76 5,202.76 5,202.76 5,202.76

OSO – USDA 0 0 0 0

OSO - WRAIR 465.80 465.80 465.80 465.80

TOTALS 2,853,359.24 2,848,973.75 2,859,638.90 2,846,938.90

b. The Contractor shall have satisfied the requirement herein if not less than 85% nor more than 105% of the total direct labor hours specified herein are furnished. These terms and conditions do not supersede the requirements of either the "Limitation of Cost" or "Limitation of Funds" clause.

c. In the event fewer hours than the minimum specified number of direct labor hours in the total categories are used by the Contractor in accomplishing the prescribed work and the Government has not invoked its rights under FAR Clause 52.249-6, TERMINATION (Cost-Reimbursement) incorporated in this contract, these parties agree that the fee will be adjusted based solely upon the quantity of hours by which the number of direct labor hours furnished is less than the number of direct labor hours specified in this ARTICLE. The resulting adjustment shall be evidenced by a contract modification.

SECTION G - CONTRACT ADMINISTRATION DATA

ARTICLE G.1. CONTRACTING OFFICER'S REPRESENTATIVE (COR)

The following Contracting Officer's Representative (COR) is anticipated to represent the Government for the purpose of this contract:

Task Order COR

DOC Unit of Work COR

CBIIT

Clinical and Translational Informatics and Software Development

Biomedical Operations Support

75N91019D00024, Task Order 75N91020F00003 Mod P00007 Page 17

Scientific Computing Program Development

CCR

Clinical Research Support Clinical Laboratory Support Basic Science Program CRTP: CCR Dedicated Cores LASP support to CCR

Bioinformatics and Computational Sciences BDP support to CCR FME support to CCR LBR Support to CCR-GOV

DCB

LASP Support to DCB

STG Administrative Support to

DCB

CRTP Support to DCB

DCCPS Clinical Program/Project Management Support LBR Support to DCCPS-GOV

DCEG

Repository Assay Support Management

Bioprocessing Laboratory

Cancer Genomic Research CRTP: Hormone Analysis LASP Support to DCEG MS Accelerated Cervical Cancer Support Shared Services LBR Support to DCEG-GOV

DCP

Cancer Immunoprevention

Bioprocessing Laboratory BDP Support to DCP CRTP: Advanced Technology Support Clinical Research Support

Informatics Operations Support

LBR Support to DCP-GOV

DCTD

Drug Development & Evaluation

BDP Support to DCTD Clinical Program/Project Management Support CRTP Support to DCTD

Biospecimen Collection and Analysis

75N91019D00024, Task Order 75N91020F00003 Mod P00007 Page 23

SECTION H - ADDITONAL CONTRACT CLAUSES

ARTICLE H.1. OPTION PROVISION

Unless the Government exercises its option pursuant to the Option Clause set forth in SECTION I., the contract will consist only of the Base Period of the Statement of Work as defined in Sections C and F of the contract. Pursuant to FAR Clause 52.217-7, Option for Increased Quantity-Separately Priced Line Item set forth in SECTION I. of this contract, the Government may, by unilateral contract modification, require the Contractor to perform additional options set forth in the Statement of Work and also defined in Sections C and F of the contract. If the Government exercises this option, notice must be given at least 30 days prior to the expiration date of this contract, and the estimated cost-plus fixed fee of the contract will be increased as set forth in the OPTION PRICES Article in SECTION B of this contract.

PART II - CONTRACT CLAUSES

SECTION I - CONTRACT CLAUSES

ARTICLE I.1. GENERAL CLAUSES FOR A COST-REIMBURSEMENT SERVICE CONTRACT

ARTICLE I.2. AUTHORIZED SUBSTITUTION OF CLAUSES

ARTICLE I.1. of this SECTION is hereby modified as follows:

a. FEDERAL ACQUISITION REGULATION (FAR) (48 CFR CHAPTER 1) CLAUSES

1. Alternate I (April 1984) of FAR Clause 52.243-2, Changes--Cost Reimbursement (August 1987), is hereby deleted in its entirety and Alternate II (April 1984), is substituted therefor.

ARTICLE I.3. ADDITIONAL CONTRACT CLAUSES

This contract incorporates the following clauses by reference, (unless otherwise noted), 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.

a. FEDERAL ACQUISITION REGULATION (FAR) (48 CFR CHAPTER 1) CLAUSES

1. FAR Clause 52.217-7, Option for Increased Quantity - Separately Priced Line Item (March 1989).

"...The Contracting Officer may exercise the option by written notice to the Contractor within 30 days..."

PART III - LIST OF DOCUMENTS, EXHIBITS AND OTHER ATTACHMENTS

SECTION J LIST OF ATTACHMENTS

1. Statement of Work

2. Reporting Requirements

3. Task Order Line Items