Attachment 5 OBAA Topic Solicitation No. 10 - Economy Act IAA SOW Template.doc

Attachment 5

RFP #: 70RWMD22R00000006

Inter-Agency Agreement (IAA) Between DHS Countering Weapons of Mass Destruction Office (CWMD) and the <Insert Name of Servicing Agency>, [IANumber ______________/Amendment Number] Under the Economy Act

Statement of Work (SOW) Template

INSTRUCTIONS – Sections in “red Italics” provide specific instruction, guidance or examples to assist in the completion of this SOW and should be deleted once that section is completed. Section wording in <Red> must be completed prior to submission of the SOW.

INSTRUCTIONS – Note that if any of the provisions below, including milestones, deliverables, and amounts funded or unfunded, of this SOW change subsequent to the issuance of this IAA, the DHS program office must ensure that the SOW and IAA of which it is a part are formally updated to reflect the pertinent changes when they occur.

I.

Introduction

1. Purpose This Statement of Work (SOW) provides specific information regarding the requirements of the Department of Homeland Security, Countering Weapons of Mass Destruction Office, Requesting Agency, hereinafter referred to as DHS CWMD, sufficient to enable the <Insert Name of Servicing Agency>, Servicing Agency, hereinafter referred to as <Insert Acronym for Servicing Agency>, to perform services under an Economy Act interagency agreement.

The Federal Acquisition Regulation (FAR) at Subpart 2.101 defines an “Assisted Acquisition” as

“a type of interagency acquisition where a servicing agency performs acquisition activities on a requesting agency’s behalf, such as awarding and administering a contract, task order, or delivery order.” If this IAA is for an Assisted Acquisition, meaning the servicing agency will be performing acquisition activities on behalf of CWMD (e.g., soliciting, awarding, and administering a contract, task order, or delivery order), then this SOW must address the responsibilities of the parties, and briefly describe what specific acquisition activity tasks will be performed by the servicing agency on behalf of CWMD, and what CWMD’s responsibilities will be in the acquisition.

2. Authority DHS’s authority to enter into this IAA is the Economy Act, codified at 31 U.S.C. 1535-1536, as implemented in subpart 17.5 of the Federal Acquisition Regulations (FAR).

3. General Terms & Conditions

Activities undertaken pursuant to this document are subject to the general Terms and Conditions hereby attached between the DHS CWMD and <Insert Acronym for Servicing Agency>.

4. Project Title

<Insert Project Title>-- Example “Analysis Modeling, and Experimentation, to develop container scanning technologies to assist DHS Customs and Border Protection (CBP) in meeting the congressional container screening/scanning mandates.”

5. Description of Products or Services / Bona Fide Need Succinctly describe the product or services being requested of the Servicing Agency, what bona fide need of the DHS CWMD will be satisfied through the product or services, and how the latter will satisfy this need.

II.

Background This section should contain a Background section which provides brief introductory information regarding the nature, purpose, and objectives of the particular project or task(s) to be performed under the IAA and the parties involved in the effort described in the IAA. This section should also identify whether the IA is a new IA or an amendment of an existing IAA. If this is an amendment, please provide the number of the existing IAA.

The purpose of this action is to <Insert “establish a new” or “amend”> an IAA with<Insert Acronym for Servicing Agency>, for the tasking described in Section V of this Statement of Work (SOW).

III.

Scope This portion should contain the Scope of the effort or requirement(s) which clearly describes the technical requirements and work desired by DHS delineated in consecutive numerical and detailed narrative for the tasks to be performed by the Servicing Agency under the IA. The DHS Component Program Manager should identify specify objectives in as detailed manner as possible. NOTE: If the program manager is amending an existing SOW, then it should only include the revised information under Scope, identifying the exact location of the change in the original SOW, as well as clearly specifying what SOW provisions have changed and how they have changed.

Example format.

Phase/Year/or other designation if appropriate

TASK(s):

1. TASK NAME / DESCRIPTION

1.1. Sub Task Name

1.2. Continue as needed.

2. TASK NAME / DESCRIPTION

2.1. Sub Task Name

2.2. Continue as needed.

3. TASK NAME / DESCRIPTION

3.1. Sub Task Name

3.2 Continue as needed

IV.

Key Milestones and Deliverables The DHS CWMD program office has identified the following minimum deliverables and their expected frequency.

1. Kick-Off Meeting (frequency: once, at start of Phase I)

2. Monthly Progress Report (frequency: monthly)

3. Quarterly Progress Review Briefing (frequency: every 3 months)

4. Phase I Feasibility Evaluation Review and Report (frequency: once; supersedes final Quarterly Progress Review for Phase I)

5. Phase II Preliminary Design Review Briefing and Report/Package (frequency: once)

6. Phase III Critical Design Review Briefing and Report/Package (frequency: once)

7. Phase IV Test Readiness Review and Report (frequency: once)

8. End of Phase II, III, and IV Review Briefing (frequency: once per Phase for Phases II, II, and IV; supersedes final Quarterly Progress Review for a given Phase)

9. Meeting Minutes (frequency: after each scheduled meeting associated with a deliverable)

10. Test Plan (frequency: as determined by agreement between DHS and Servicing Agency)

11. Comprehensive Final Report for Project (frequency: once, at end of last funded Phase)

12. Government Furnished Property Report (frequency: maintain active inventory; final report at end of last funded Phase)

These minimum deliverables are also listed in Table 1 below.

The Table similar to the one below should be completed matching / linking task(s) with due dates. List all deliverables from section IV above in Table 1 below under the appropriate Task/Sub-Task. If all tasks identified are not fully funded and an incremental funding approach is taken then each task should be labeled as either “funded by this action” or “partially funded by this action” or “not funded by this action”.

Table 1 Task/Subtask Number and Name

(F) Funded (P) Partially funded (U) Unfunded

1.0 Task Name

2.0 Task Name

3.0 Task Name

V. Project Timeline Below is a summary of the tasking timeline for this effort:

Table 2

Indicate Month Deliverable is due after Award or Services are to be completed

Phase/Year/or other designation if appropriate

1.0 Task Name

1.1 Sub-Task Name

1.2 Sub-Task Name

2.0 Task Name

2.1 Sub-Task Name

2.2 Sub Task Name

3.0 Continue as needed

VI. Other IAA Details

A. Period of Performance. The period of performance (POP) for this SOW is from the effective date (see box 25c of face page) of the IA through _______________________.

B. Travel. Travel will be required in the performance of the duties listed herein. It is anticipated that travel will be limited to Department of Homeland Security facilities in the National Capital Region, and other Government-specified locations, as required. Foreign travel shall require the Servicing Agency to obtain DHS CWMD Technical Representative approval 30 days in advance of the travel and provide an approved DHS CWMD Foreign Travel Report.

C. DHS-Furnished Information and Property DHS furnished property, if any, shall be provided in a numbered attachment to this SOW and listed in Section VIII, Applicable Documents.

D. Place(s) of Performance. <Insert Acronym for Servicing Agency>, will perform the work under this SOW at <Identify specific location(s) where the services are to be performed>, at Department of Homeland Security facilities in the National Capital Region, and at other Government-specified locations as required.

E. Program Status Report. <Insert Acronym for Servicing Agency> shall deliver a monthly status report to the CWMD Technical Representative and the CWMD Resource Manager by the 15th day of each month, which includes a measurable index to indicate the level of accomplishments as related to the schedule, cost, and scope given in the project plan.

F. Deliverables. <Insert Acronym for Servicing Agency>, will provide all deliverables identified in this SOW to the DHS CWMD Technical Representative with a copy of the transmittal letter to the CWMD and <Insert Acronym for Servicing Agency>, Contracting Officers.

G. Billing Information. <Insert Acronym for Servicing Agency>, will submit Intra-governmental Payment and Collection (IPAC) on a monthly basis according to the “Billing and Payment Instructions” provided in the Terms and Conditions attached.

H. Security Requirements. Performance of work under this SOW may require access to information at the sensitive but unclassified level (For Official Use Only (FOUO) or Sensitive Security Information (SSI)), and at the Secret classified level. If sensitive but unclassified, or classified, work is required under the IA, DHS will provide specific guidance to <Insert Acronym for Servicing Agency> as to which work will be subject to treatment as sensitive but unclassified and/or classified and at which classification level. Deliverables provided by < Insert Acronym for Servicing Agency > must be protected and maintained at the level of FOUO. This includes all quarterly/intermediate project updates, monthly and interim reports, test plans, final phase reports, etc. These deliverables must be encrypted with a password when being transmitted to DHS electronically. If DHS guidance appears to conflict with <Insert Acronym for Servicing Agency> or other applicable Government guidelines, DHS and <Insert Acronym for Servicing Agency>will negotiate the treatment of the data in a manner that best satisfies the requirements of both agencies.

I. Funding Requirements. DHS will provide funding to <Insert Acronym for Servicing Agency>, in accordance with DHS’s appropriations and available funds.

Table 3

<Insert FYxx If multiple FYs, insert table for each FY, even if future years are TBD>

*Describe specific costs included in this column.

J. Special Requirements:

[Include here any special or unique requirements that bear mentioning as important terms and conditions for the performer’s successful conduct and completion of this work for DHS. In particular, are there any unusual places of performance, unusual DHS-furnished information, or property, costly property to acquire, specific acceptance criteria for deliverables, or unusual security requirements? If so, describe. If not, state “None” here.] VII. Points of Contact

<Insert Acronym for Servicing Agency > Points of Contact (POCs) are as follows:

Technical POC <Provide name, address, email, and phone number>

Financial POC <Provide name, address, email, and phone number> The DHS POCs are as follows:

DHS CWMD Technical Representative

<Provide name, address, email, and phone number> DHS CWMD Resource Manager <Provide name, address, email, and phone number> VIII. Applicable Documents The Government will provide the following information to <Insert Acronym for Servicing Agency> for work required under this SOW:

· Lists of chemical targets of interest, to include threat chemicals, precursors, substrate materials, and background/interferent chemicals, as Government Furnished Information (GFI).

<Insert Acronym for Servicing Agency> shall use Government furnished information only for the performance of work under this SOW, and shall be responsible for returning all Government furnished information to the Government at the end of the performance period. <Insert Acronym for Servicing Agency> shall not release Government furnished information to outside parties without the prior and explicit consent of the Government.

IX. Changes to this SOW

Changes to this SOW shall be made in accordance with “AMENDMENTS” section of the attached Standard Terms and Conditions.

X. Limitations All activities and projects initiated as a result of this agreement are subject to the availability of appropriated funds, and no provision herein shall be interpreted to require obligation or payment of funds in violation of the Anti-Deficiency Act, 31 U.S.C. ξ 1341.

General Terms and Conditions for

Inter/Intra-Agency Agreement

Under the Economy Act

With the Department of Homeland Security

Countering Weapons of Mass Destruction (CWMD) Office PURPOSE: This part of the Inter/intra-agency Agreement (IAA) describes the terms and conditions that govern the Agreement between the Department of Homeland Security (DHS), also referred to as the “Requesting Agency” and the Performer also referred to as the “Servicing Agency”. The scope of work to be conducted is described in the attached Statement of Work (SOW). No fiscal obligations are created through the execution of the General Terms and Conditions.

AUTHORITY: This Interagency Agreement (IAA) is entered into pursuant to the authority of the Economy Act of 1932, as amended (31 U.S.C. 1535-1536) and in accordance with Federal Acquisition Regulation (FAR) 17.5.

PERIOD OF AGREEMENT: The terms and conditions described herein become effective when signed by authorized officials of both agencies and remain effective unless amended or terminated.

FUNDING: The ability of the parties to carry out their responsibilities under this Agreement is subject to their respective funding procedures and the availability of appropriated funds. Should either party encounter budgetary problems in the course of its respective internal procedures which may affect the activities to be carried out under this Agreement, that party will notify and consult with the other party in a timely manner. The total amount to be reimbursed shall not exceed the total amount obligated. The total amount obligated by DHS may be increased up to the total estimated cost by formal modification to this IAA.

If the servicing agency uses in-house resources to perform part or all of the agreement, work must stop on September 30th of the fiscal year that the funds expire and any unexpended funds must be de-obligated. In-house work to continue in the next fiscal year must be funded effective October 1st with unexpired funds. If the servicing agency obligates the funds by awarding a contract or delivery/task order, prior to the expiration of the funds, the funds will be protected and do not need to be de-obligated after September 30th.

DHS will deobligate any fixed year funds at the end of their period of availability to the extent the Servicing Agency has not performed or incurred valid obligations under the IAA.

EXECUTION: This Agreement is effective upon the signature of the Requesting and Servicing Agency representatives authorized to execute said agreement.

MODIFICATIONS: Administrative modifications may be issued unilaterally by DHS for administrative purposes, such as to correct a typographical error or change a Contracting Officer Representative (COR). All other modifications will require bilateral signatures.

LEVEL OF SUPPORT: The Servicing Agency must provide written notification at least 30 calendar days prior to the increase, decrease or termination of level of support against the requirements in the SOW. DHS may be billed for reimbursement of all allowable and allocable costs associated with such actions.

TRAVEL: All travel under this IAA shall be in accordance with the Federal Travel Regulations (FTR). The Servicing Agency must obtain the DHS Technical Representative’s approval 30 days in advance of any foreign travel and provide an approved DHS Foreign Travel Report stipulated within the SOW of this IAA or identified in an accepted proposal for this IAA.

SMALL BUSINESS CREDIT: Any contract action executed by the Servicing Agency on behalf of DHS/Domestic Nuclear Detection Office will allocate the socio-economic credit to DHS at the lowest FIPS 95-2 Agency Bureau component as identified by DHS. If the code is not provided, the Servicing Agency will allocate the credit to the highest DHS FIPS 95-2 Code.

BILLING AND PAYMENT INSTRUCTIONS: Billing and payment will be handled through the Intra-governmental Payment and Collection (IPAC) system, unless otherwise stated in this Agreement (or subsequent amendments signed by both parties).

The IAA number, the amendment number if applicable, the Agency Locator Code, Funding Agency Code, Funding Office Code, Basic Appropriation Symbol (Treasury Account Symbol), Business Event Type Code, Fund Citation (line of accounting), Appropriation expiration date, DUNS/BPN #, Tax ID #, and amount obligated including any associated service fee must be referenced on all IPAC transactions or invoices. The Servicing Agency shall provide documentation supporting all charges to the DHS Contracting Officer and COR.

IPACs for payments will be submitted to Treasury that support monthly reports to the CWMD COR. Advance payment will be stipulated in this agreement and therefore only then, will advance payment be authorized in accordance with FAR Subpart 17.502-2(d) bills or requests for advance payment will not be subject to audit or certification in advance of payment. The Servicing Agency receiving advance payments shall furnish expenditure reports to CWMD COR on a monthly basis.

PROMPT PAYMENT: The Servicing Agency shall be responsible for interest owed under the Prompt Payment Act except that DHS shall be responsible for interest owed to the contractor due to delays created by actions of DHS in those cases where the Servicing Agency uses a contract to fulfill DHS needs.

INCURRENCE OF COSTS: The Servicing Agency is not authorized to obligate or disburse funds in excess of the amount of funds provided by DHS. If it is anticipated that the funds provided by this IAA will be insufficient to complete the work, the Servicing Agency shall give notice to DHS as soon as it has reason to believe that the costs it expects to incur in the next 60 days, when added to all costs previously incurred, will exceed 75 percent of the total amount so far allotted to the agreement.

RECONCILING ACCOUNTING RECORDS: At least annually, the parties will reconcile balances and review the terms and conditions of this IAA should it last longer than one year in length.

ADMINISTRATIVE CHARGE: The Servicing Agency, when authorized by statute, may withhold an administrative charge in accordance with its operating policies and procedures as it relates to the reimbursable work performed under this IAA.

THIRD PARTY LIABILITY: With respect to third-party liability for acts arising out of the performance of official duty by a government employee of the Servicing Agency, the Servicing Agency undertakes responsibilities for the investigation, adjudication, settlement, and payment of any claim asserted against the United States; except that, in all cases, the responsibility for the investigation, adjudication, settlement, and payment of any claim with respect to third party liability arising out of the use, damage, or destruction of loaned personal property shall be the responsibility of the particular agency that has custody and control of the said personal property. In addition, the Servicing Agency representative shall have the duty of investigating and reporting, in accordance with the Servicing Agency’s regulations and policies, incidents occurring on, or involving that Servicing Agency’s real property, and the Requesting Agency agrees to cooperate fully in such investigations.

METHOD FOR SETTLEMENT OF DISPUTES BETWEEN AGENCIES: Nothing herein is intended to conflict with current DHS and Servicing Agency policies, procedures, and directives. If the terms of this agreement are inconsistent with existing directives of either of the agencies then those portions of this agreement which are determined to be inconsistent shall be invalid, but the remaining terms and conditions not affected by the inconsistency shall remain in effect. At the first opportunity for review of the agreement, all necessary changes will be accomplished either by an amendment to this agreement or by entering into a new agreement, whichever is deemed expedient to the interest of both parties.

If DHS and the Servicing Agency are unable to agree about a material aspect of the IAA, the parties agree to engage in an effort to reach mutual agreement in the proper interpretation of this IAA, including amendment of this IAA, as necessary, by escalating the dispute within their respective organizations.

If a dispute related to funding remains unresolved for more than 60 calendar days after the parties have engaged in an escalation of the dispute, the parties agree to refer the matter to their respective Agency Chief Financial Officers (CFO) with a recommendation that the parties submit the dispute to the CFO Council Intergovernmental Dispute Resolution Committee for review in accordance with Section VII of Attachment 1 Treasury Financial Manual, Volume 1, Bulletin No. 2011-04, Subject: Intragovernmental Business Rules, or subsequent guidance.

CORRECTION OF NONCONFORMITIES: If a deliverable fails to meet the Acceptance Criteria (each failure will be referred to as a “Nonconformity”), the DHS CO will provide written notification to the Servicing Agency CO of such failure. Upon receiving such notice, the Servicing Agency will inform DHS in writing of the costs and proposed actions to mitigate the nonconformity. Corrective actions will not be undertaken until DHS provides approval in writing on what actions are to be taken and provides funding to support such actions when required. The corrected Nonconformity will be delivered to DHS, which will then confirm in writing whether the redelivered deliverable satisfies the applicable Acceptance Criteria. The process described in this paragraph may be repeated until all Nonconformities are corrected and the deliverable satisfies the IA Acceptance Criteria or until either party determines that continued efforts would be unsuccessful.

PROTESTS, DISPUTES AND CONTRACT TERMINATION: If a protest arises from a solicitation or contract award resulting from this IA, or a dispute or contract termination occurs during performance, DHS shall be responsible for all costs associated with such action except that DHS shall not be responsible to the Servicing Agency for costs associated with actions that stem from errors in performing the responsibilities assigned to the Servicing Agency. The Servicing Agency shall consult with DHS prior to entering into negotiations and before agreeing to a settlement to ensure that both agencies have adequate time to resolve any fiscal or budgetary concerns arising from the proposed payment.

PROJECT COMPLETION AND CLOSEOUT: This Agreement will be closed out when the end of the period of performance is reached, all required deliverables are accepted, costs are finalized, disclosure and requests for intellectual property rights submitted, and inventoried property dispositioned. When applicable, any funds which remain unexpended after the IA is ended and properly closed-out shall be returned to DHS. Any remaining balance will be deobligated by DHS with an amendment. A bilateral deobligating amendment will be issued to the Servicing Agency for signature, however if a countersignature is not received from the Servicing Agency within 45 days of the date on the amendment, DHS will follow-up with a unilateral amendment and deobligate any remaining funds in the account and the agreement shall be considered closed. A unilateral amendment will be issued where the Servicing Agency requests a deobligation of remaining funds under agreements when all close-out items have been completed and the remaining balance is reconciled and agrees with the DHS account.

Either agency may give proper notice to the other in order to end the Agreement in advance of the official end date. In the event this Agreement is completed early or terminated the agencies shall specify the terms of the amendment including costs attributable to each party and the disposition of awarded and pending actions. Payments under this IAA shall not exceed the amount provided under this IAA.

RETENTION OF RECORDS: Each party to this Agreement shall keep records that relate to work conducted under this Agreement as deemed necessary by the DHS, Countering Weapons of Mass Destruction Office. Such records include financial and program status reports. These records shall be maintained in accordance with FAR Subpart 4.805.

PROPERTY:

1. Definitions.

(a) “Personal property” means property of any kind or interest herein, except real property; records of the Federal Government; and nuclear and special source materials, atomic weapons, and by product materials, regardless of funding type.

(b) “Capital Equipment” means personal property items having an original unit acquisition costs of $50,000 or more and an anticipated service life in excess of two years or more.

2. Unless expressly authorized by the Contracting Officer in advance, the Servicing Agency shall not be reimbursed or use funds made available under this IAA for the procurement or fabrication of personal property.

3. If personal property is purchased or otherwise acquired pursuant to an authorization under paragraph (2) above, except as may be otherwise agreed by DHS and the Servicing Agency, the following will apply:

(a) All personal property with an acquisition cost of $1,000 or more will be accountable to DHS;

(b) The Servicing Agency shall be responsible for the maintenance and safeguarding thereof;

(c) The Servicing Agency shall maintain a record in such a manner as to ensure adequate control of personal property and financial reporting of capital equipment that is in accordance with DHS requirements. At a minimum it shall include equipment records with the following description: manufacturer serial number, model number, identification number, acquisition date, acquisition cost, property control number, individual and organization accountable for the property, and location.

4. The Servicing Agency shall provide a final inventory and request property disposition instructions from DHS. Instructions from DHS shall be sent within 120 days after acceptance of an acceptable inventory disposal schedule otherwise DHS may be responsible for an equitable adjustment.

5. If the Servicing Agency wants to retain the property, reutilization methods appropriate for the property shall be in accordance with FAR 45.602. A bilateral modification shall document the transfer of the property prior to the agreement closeout and final deobligation amendment.

INTELLECTUAL PROPERTY:

1. The work to be performed under this IAA is sponsored by DHS. In performing this IAA, the Servicing Agency may award one or more contracts. Should that occur, the intellectual property rights under this IAA, including rights to patents conceived or first reduced to practice or the rights in scientific and technical data or computer software first produced, including the right to assert copyright, are governed by the contract(s) awarded by the Servicing Agency. These additional conditions are necessary to assure that those intellectual property rights are exercised in consonance with the programmatic objectives of the DHS sponsorship of the work under this IAA.

2. The Servicing Agency shall assure that that any publication of scientific and technical data or computer software first produced under this IA will contain the following legend or equivalent reflecting DHS sponsorship of the work:

The Department of Homeland Security sponsored the production of this material under an Interagency Agreement with (replace with name of the Servicing Agency).

3. The Servicing Agency shall not authorize any contractor involved in the performance of this IA to retain or exercise any intellectual property rights not specifically granted under the contract, such as the right of the contractor to assert its copyright in scientific or technical data or computer software first made or produced under this IA, without consulting with and receiving the concurrence of the DHS Intellectual Property Counsel, specified in paragraph #7 below, or his designee. This requirement does not affect the right of the contractor to assert copyright as provided under the contract.

4. The Servicing Agency shall not allow any contractor involved in the performance of this IA to include in any items delivered to the Government material that is copyrighted by third parties without the prior concurrence of the DHS Intellectual Property Counsel or his designee, specified in paragraph #7 below.

5. The Servicing Agency shall require that, whenever any contractor involved in the performance of this IA makes a request to the Servicing Agency relating to intellectual property matters or provides invention disclosures, the contractor provide a copy of all such requests or invention disclosures to the DHS Intellectual Property Counsel specified in paragraph #7 below.

6. Any contractor merely providing copies of requests or invention disclosures to DHS Intellectual Property Counsel, as provided in paragraph #5, does not in any way obviate the obligations of that contractor to make invention disclosures, submit requests for permission to assert copyright, or provide any other intellectual property notices or requests to the Servicing Agency pursuant to the terms and conditions of its contract.

7. The DHS S&T Intellectual Property Counsel referenced in this section is:

Assistant General Counsel for Intellectual Property

Department of Homeland Security

245 Murray Lane

MS-0214

Washington, D.C. 20825

Or

AssertCopyrightRequest@dhs.gov

OTHER PROVISIONS: N/A

Distribution is authorized to U.S. government agencies only. Contains information that may be exempt from public release under the Freedom of Information Act. Before this SOW is released to the public, approval is required by the Department of Homeland Security Countering Weapons of Mass Destruction Office.