B08-Attachment 3 - Section G Addendum (Final).docx

Attachment 3 [Version 022323]

Section G Addendum - Contract Administration Data

For Cost-Plus type contracts: This contract is considered to be |_| completion or |X| term form. See Section G-2.4 below.

Severability: This contract is considered to be |X| severable or |_| non-severable (entire). See Section G-3.2 below.

Organizational Conflicts of Interest (OCI) for either Offeror, Contractor Performer, or Government Personnel: There |X| is not or |_| is an identified potential or perceived OCI within this contract. See Section G-15 below.

Personal Services: This contract |X| does not or |_| does include personal services. This contract |_| does not or |X| does include Health Care Workers. This contract |_| does not or |X| does include clinical positions. See Section G-17 below.

Right of First Refusal and/or Continuity of Services: This effort |X| is not |_| is considered a new requirement and therefore the right of first refusal concerning incumbent employees with the successful offeror |_| is not |X| is relevant to this contract. Continuity of services FAR 52.237-3 |_| does not or |X| does apply. See Section G-18 below.

Security Clearance: Performance of this contract |X| does not require access and does not authorize access to classified information or |_| does require access and does authorize access to classified information.

Controlled Unclassified Information (CUI): Performance of this contract |_| does not require access and does not authorize access to controlled unclassified information or |X| does require access and does authorize access to controlled unclassified information.

On Government Site: This contract |_| does not or |X| does require on-site contractor personnel to be located at Travis Air Force Base. This contract |X| does not |_| does represent a mix of on-site and off-site contractor personnel. This contract |_| does not |X| does require proposed contractor personnel to have a favorable adjudication of the results of the background investigation as determined by the Government host command. See Section G-20 below.

Local Requirements:

a. All contractors performing services at David Grant Medical Center at Travis Air Force Base are required to obtain Basic Life Support (BLS) certification and specific immunizations.

b. By AFI 44-102 section 2.16 BLS certification: Personnel may register and train under the auspices of the American Heart Association (AHA) or in a BLS course based on published national guidelines for BLS.

c. Requirements for contractors who are not involved in patient care, but are working in patient care areas:

1) All personnel must maintain current registration in the ARC BLS/AED or an equivalent course based on published national guidelines. (T-1)

2) By MDGI 48-10, the following immunizations are required: HBV, Influenza, MMR, Tdap/Td, Varicella, Mantoux tuberculin skin test (TST)/QuantiFERON-TB Gold (QFT).

3) By DHA-IPM 18-005 (August 14, 2018) the requirement for annual influenza vaccination is for “all paid and unpaid persons working in health-care settings who have potential for exposure to patients and/or infectious materials, including bodily substances, contaminated medical supplies and equipment, contaminated environmental surfaces, or contaminated air.”

d. Accomplishment of the results contained in this PWS requires work at Travis Air Force Base.

e. The primary location is: Clinical Investigation Facility and David Grant Medical Center, both at 101 Bodin Circle, Fairfield, CA 94535. Normal workdays are Monday through Friday except U.S. Federal Holidays, inclusive of Executive Orders. Contractors shall typically work eight (8) hours per day, 40 hours per week. The core hours of work are 0730-1630. Contractor employees are expected to be available onsite during core hours. There is one caveat. The Senior Program Manager and Bioinformatics Scientist is permitted to work remote up to one day a week, being present at CIF remaining 4 days and when requested to be physically in the CIF.

f. Contractor employees shall not report to work on those days the Government or installation is closed due to local determination relating to safety conditions, inclement weather conditions, national emergencies, energy conservation, requiring the closures.

g. Variable hours, shift subject to change per operation needs with advanced notice, including work on weekends.

h. All contract employees shall complete AT Level I training within 30 days of receiving security access upon employment and on an annual basis.

G-1 CONTRACT ADMINISTRATION DATA

a. In no event shall any understanding or agreement, contract modification, change order, or other matter in deviation from the terms of this contract between the Government and a person other than the Contracting Officer be effective or binding upon the Government. All such actions must be formalized by a proper contractual document executed by the Contracting Officer.

b. All contract administrative functions will be delegated to the cognizant Defense Contract Management Area (DCMA) in accordance with FAR 42.2 unless so otherwise indicated below:

|_| Performance, cost, and schedule shall be monitored by the Procurement Contracting Officer via the Contracting Officer’s Representative.

|_| Modifications to be executed during the administration of the contract by the Procurement Contracting Officer.

|_| Preliminary contract closeout functions shall be performed by the Procurement Contracting Officer.

|_| Other:

c. The Procuring Contracting Officer and Contract Specialist for this contract is:

Name:

Phone:

E-mail address:

Address:

The Contract Specialist for this contract is:

Name:

Phone:

E-mail address:

Address:

c. The Contracting Officer’s Representative (COR) for this contract is:

Name:

Phone:

E-mail address:

Address:

Alternate CORs may be assigned by the Contracting Officer.

G-2 SUBMISSION OF INVOICES

Contractor shall use Wide Area Workflow for submission of invoices in accordance with DFAR 252.232-7006. Invoices for FFP contracts shall be a “2 in 1 Invoice” if it is for services only or “Combo” if for supplies and services. Invoices for CPFF contracts shall be a cost voucher. Invoices submitted for payment, which do not contain Contract Line Item Number (CLIN) and the Accounting Classification Reference Number (ACRN) information, will be returned for correction. Invoices will be forwarded to the applicable requiring activity DoDAAC for acceptance/verification first before sending to the DCAA/DCMA/DFAS offices. Contractor shall submit along with a copy of their invoice to the client the associated status report (see DID DI-MGMT-80368A(tailored)). The requiring activity, upon approval, will provide an email to the contractor, who shall load into WAWF as an attachment to the invoice. Contractors having DCAA direct payment approval will comply with the above before loading invoice into WAWF.

Other Direct Costs (ODCs) consist of ODCs and Travel.

Material & Subcontractor Handling Rate or General & Administrative Rate is allowed on ODCs (including travel), depending on the Contractor’s standard accounting practices in consonance with DCAA guidelines.

Fee for profit on travel is not allowed, either at the prime contractor level or subcontractor level. Fee placed on travel by travel agencies is not considered fee for profit. Travel expenses shall be documented by a Travel Expense Report (TER). The TER shall be in contractor’s format (Excel) that shows compliance with FTR/JTR regulations.

REIMBURSEMENT OF TRAVEL, PER DIEM, AND SPECIAL MATERIAL COSTS

a) Area of Travel. Performance under this contract may require travel by contractor personnel. If travel, domestic or overseas, is required, the contractor is responsible for making all necessary arrangements for its personnel. These include but are not limited to: medical examinations, immunizations, passports/visas/etc., and security clearances.

b) Travel Policy. The Government will reimburse the contractor for allowable travel costs incurred by the contractor in performance of the contract in accordance with FAR Subpart 31.2. Travel required for tasks assigned under this contract shall be governed in accordance with the Federal Travel Regulation, prescribed by the General Services Administration for travel in the conterminous 48 United States, (hereinafter FTR); the Joint Travel Regulation, Volume 2, DoD Civilian Personnel, Appendix A, prescribed by the Department of Defense, for travel in Alaska, Hawaii, The Commonwealth of Puerto Rico, and territories and possessions of the United States (hereinafter JTR); and Standardized Regulations (Government Civilians, Foreign Areas), Section 925, "Maximum Travel Per Diem Allowances for Foreign Areas," prescribed by the Department of State, for travel in areas not covered in the FTR or JTR (hereinafter the SR).

c) Travel. Travel and subsistence are authorized for travel beyond a fifty-mile radius of the contractor’s office whenever a task assignment requires work to be accomplished at a temporary alternate worksite. No travel or subsistence shall be charged for work performed within a fifty-mile radius of the contractor’s office. The contractor shall not be paid for travel or subsistence for contractor personnel who reside in the metropolitan area in which the tasks are being performed. Travel performed for personal convenience, in conjunction with personal recreation, or daily travel to and from work at the contractor’s facility will not be reimbursed.

1) For travel costs other than described in paragraph (c) above, the contractor shall be paid on the basis of actual amount paid to the extent that such travel is necessary for the performance of services under the contract, that it is authorized in advance by the COR in writing, with G&A, but shall not include OH and Profit/fees.

2) When transportation by privately owned conveyance is authorized, the contractor shall be paid on a mileage basis not to exceed the applicable Government transportation rate as contained in the FTR, JTR or SR. Authorization for the use of privately owned conveyance shall be approved by the COR prior to travel. Distances traveled between points shall be shown on invoices as listed in standard highway mileage guides. Reimbursement will not exceed the mileage shown in the standard highway mileage guides.

3) The contractor agrees, in the performance of necessary travel, to use the lowest cost mode commensurate with the requirements of the mission as set forth in the basic contract. When it is necessary to use air or rail travel, the contractor agrees to use coach, tourist class, or similar accommodations to the extent consistent with the successful and economical accomplishment of the mission for which the travel is being performed.

4) The contractor’s invoices shall include receipts or other evidence substantiating actual costs incurred for authorized travel. In no event will such payments exceed the rates of common carriers. Receipts for meals are not required if the traveler elects to use standard daily per diem rates.

5) Travel within a fifty-mile radius of the traveler’s origin (for example, client’s site where daily work is performed) is allowed if within scope of the contract, COR approval has been provided, and is within budget of the contract.

d) Vehicle and/or Truck Rentals. The contractor shall be reimbursed for actual rental/lease of special vehicles and/or trucks (i.e., of a type not normally used by the contractor in the conduct of its business) only if within budget of the contract and upon written approval by the COR. Reimbursement of such rental shall be made based on actual amounts paid by the contractor. Use of rental/lease costs of vehicles and/or trucks that are of a type normally used by the contractor in the conduct of its business are not subject to reimbursement and should be addressed in the contractor’s indirect cost rates.

e) Car Rental. The contractor shall be reimbursed for car rental, exclusive of mileage charges, as authorized in the basic contract or upon approval by the COR, when the services are required to be performed beyond the normal commuting distance from the contractor’s facilities. Car rental for a team on TDY at one site will be allowed for a minimum of four (4) persons per car, provided that such number or greater comprise the TDY team.

f) Per Diem. The contractor shall not be paid for per diem for contractor personnel who reside in the metropolitan areas in which the tasks are being performed. Per Diem shall not be paid on services performed within a fifty-mile radius of the contractor’s home office or the contractor’s local office, unless approved by the Contracting Officer. Per Diem is authorized for contractor personnel beyond a fifty-mile radius of the contractor’s home or local shall be paid to the contractor only to the extent that overnight stay is necessary and authorized under this contract. The authorized per diem rate shall be the same as the prevailing per diem in the worksite locality. These rates will be based on rates contained in the FTR, JTR or SR. The applicable rate is authorized at a flat seventy-five (75%) percent on the day of departure from contractor’s home or local office, and on the day of return. Reimbursement to the contractor for per diem shall be limited to actual payments of per diem defined herein. The contractor shall provide actual payments of per diem defined herein. The contractor shall provide supporting documentation (e.g., signed travel expense reports) for per diem expenses as evidence of actual payment.

g) Special Material. “Special material” includes only the costs of material, supplies, or services which is peculiar to the ordered data and which is not suitable for use in the course of the contractor’s normal business. It shall be furnished pursuant to specific authorization approved by the COR. The contractor will be required to support all material costs claimed by its costs less any applicable discounts. “Special materials” include, but are not limited to, graphic reproduction expenses, or technical illustrative or design requirements needing special processing.

Title vests in the Government for all property acquired or fabricated by the contractor in accordance with the financing provisions or other specific requirements for passage of title in the contract. Under fixed-price type contracts, in the absence of financing provisions or other specific requirements for passage of title in the contract, the contractor retains title to all property acquired by the contractor for use on the contract, except for property identified as a deliverable end item. If a deliverable item is to be retained by the contractor for use after inspection and acceptance by the Government, it shall be made accountable to the contract through a contract modification listing the item as Government-furnished property.

Under cost type and time-and-material contracts, the Government acquires title to all property to which the contractor is entitled to reimbursement, in accordance with paragraph (e)(3) of clause 52.245-1.

OCONUS COSTS

For contracts issued that require performance in OCONUS locations, costs related to OCONUS performance including, but not limited to, Cost of Living, Hardship, Living Quarters, Education, Danger Pay, and Foreign Per Diem, shall be proposed and billed in accordance with Department of State guidelines.

G-2.3 INDIRECT COST RATES – CERTIFICATION OF CURRENT COST OR PRICING DATA, EXCEPTIONS OR EXTRANEOUS CONDITIONS

The biggest exception that impacts the Price-Cost Analysis the most is the exclusion of the requirement for Certification of Current Cost or Pricing Data (FAR 15.406-2). In other words, the Contracting Officer has established that Certification of Current Cost or Pricing Data is not required as a pre-negotiation objective before the negotiation of any pricing action. The possession (or lack of possession) of a Certificate of Current Cost or Pricing Data is not a substitute for examining and analyzing the Offeror’s proposal. If in the event the Government is performing a Price-Cost Analysis and needs historical ICRs from the Offeror after they have submitted their proposal, then the Contracting Officer can ask the Offeror for it as part of examination and analysis of their cost proposal.

In the absence of a Certificate of Current Cost or Pricing Data, the Government must decide what information other than cost or pricing data they will need to complete their analysis. In particular, the Government must decide what information to require from Offerors. Normally, the Government should make this decision during acquisition planning and identify necessary cost information requirements in the solicitation. The Government may establish the requirement after receipt of offers, but the acquisition may be delayed while Offerors gather and submit the information required. The Government should not require Offerors to provide more information than necessary.

Data from one Offeror’s proposal should not be used to question the realism of another Offeror’s proposal. The two proposals are based on different cost accounting systems and may be based on entirely different technical approaches or Work Breakdown Structures.

The requirement for information other than cost or pricing data:

· Should be limited to the data that the Government anticipates will be needed for cost realism analysis. For example, if the Government is primarily concerned about the realism of Indirect Cost Rates, the Government may limit the information requirement to claimed ICRs over the last three complete accounting years. In that situation, the Government need not require submission of information on labor, material, or profit.

· Should permit each Offeror to determine its submission format unless the Government needs a specific format for efficient and effective analysis or use of an alternative or emerging method such as the Self Scoring Validation Model.

· Should require each Offeror to submit information that is sufficiently current to permit effective cost realism analysis.

G-2.4 FEE FOR PROFIT

Maximum Fee for Profit, on Cost-Plus Fixed-Fee contracts, is 15% for R&D contracts and 10% for non-R&D contracts. There are various references for determining the Fee for Profit, usually based on risk. See FAR Subpart 15,404-4 for Profit. Excerpts from this subpart are below:

(A) For experimental, developmental, or research work performed under a cost-plus-fixed-fee contract, the fee shall not exceed 15 percent of the contract’s estimated cost, excluding fee.

(C) For other cost-plus-fixed-fee contracts, the fee shall not exceed 10 percent of the contract’s estimated cost, excluding fee.

“Fee for profit” for non-profit entities is sometimes called a “management fee” and may not necessarily be restricted to maximum “fee for profit” limitations, rather other regulations such as provided by Health & Human Services (HHS).

COMPLETION VERSUS TERM (FOR COST-PLUS FIXED-FEE TYPE CONTRACTS, FAR SUBPART 16.306)) For a cost-plus type contract, the Offeror shall determine/confirm upon award if the contract is completion or term and track fee for profit accordingly.

The completion form describes the scope of work by starting a definite goal or target and specifying an end product (e.g., a final report of research accomplishing goal or target) such that completion of the goal, target, or end product is necessary in order for the Government to successfully receive such benefit. The term form describes the scope of work in general terms and obligates the Contractor to devote a specified level of effort for a stated period of time. A term or level of effort may have monthly and final reports but completion of such reports does not prohibit the Government from successfully receiving the benefit. The term form is not a time and material type contract or fixed labor rate type contract in this context.

(FAR 16.306 Excerpt)

(d) Completion and term forms. A cost-plus-fixed-fee (CPFF) contract may take one of two basic forms-completion or term.

(1) The completion form describes the scope of work by stating a definite goal or target and specifying an end product. This form of contract normally requires the contractor to complete and deliver the specified end product (e.g., a final report of research accomplishing the goal or target) within the estimated cost, if possible, as a condition for payment of the entire fixed fee. However, in the event the work cannot be completed within the estimated cost, the Government may require more effort without increase in fee, provided the Government increases the estimated cost.

(2) The term form describes the scope of work in general terms and obligates the contractor to devote a specified level of effort for a stated time period. Under this form, if the performance is considered satisfactory by the Government, the fixed fee is payable at the expiration of the agreed-upon period, upon contractor statement that the level of effort specified in the contract has been expended in performing the contract work. Renewal for further periods of performance is a new acquisition that involves new cost and fee arrangements.

(3) Because of the differences in obligation assumed by the contractor, the completion form is preferred over the term form whenever the work, or specific milestones for the work, can be defined well enough to permit development of estimates within which the contractor can be expected to complete the work.

(4) The term form shall not be used unless the contractor is obligated by the contract to provide a specific level of effort within a definite time period.

(End of excerpt) LIMITATION OF COSTS (FAR SUBPART 32.704; NOT TO BE CONFUSED WITH LIMITATION OF FUNDS) For a completion-type CPFF contract, cost/schedule//performance monitoring should be performed by the Contractor to ascertain when Limitation of Costs procedures will kick in, with the expectation of negotiating fee for profit. If the Contractor fails to submit a proposal to the Government for an adjustment of fee, then the Government should remind them of such in a timely manner. Keep in mind that early termination of such a contract may divert funds from paying a future fixed fee to paying contract termination fees.

(Excerpt (bold emphasis added))

(a) (1) When a contract contains the clause at 52.232-20, Limitation of Cost, the contracting officer, upon learning that the contractor is approaching the estimated cost of the contract or the limit of the funds allotted, shall promptly obtain funding and programming information pertinent to the contract’s continuation and notify the contractor in writing that-

(i) Additional funds have been allotted, or the estimated cost has been increased, in a specified amount;

(ii) The contract is not to be further funded and that the contractor should submit a proposal for an adjustment of fee, if any, based on the percentage of work completed in relation to the total work called for under the contract;

(iii) The contract is to be terminated; or

(A) The Government is considering whether to allot additional funds or increase the estimated cost-

(B) The contractor is entitled by the contract terms to stop work when the funding or cost limit is reached; and

(C) Any work beyond the funding or cost limit will be at the contractor’s risk.

(2) Upon learning that a partially funded contract containing any of the clauses referenced in paragraph (a)(1) of this section will receive no further funds, the Contracting Officer shall promptly give the contractor written notice of the decision not to provide funds.

(b) Under a cost-reimbursement contract, the contracting officer may issue a change order, a direction to replace or repair defective items or work, or a termination notice without immediately increasing the funds available. Since a contractor is not obligated to incur costs in excess of the estimated cost in the contract, the contracting officer shall ensure availability of funds for directed actions. The contracting officer may direct that any increase in the estimated cost or amount allotted to a contract be used for the sole purpose of funding termination or other specified expenses.

(c) Government personnel encouraging a contractor to continue work in the absence of funds will incur a violation of Revised Statutes section 3679 (31 U.S.C.1341) that may subject the violator to civil or criminal penalties.

(End of excerpt)

G-2.5 BID AND PROPOSAL COSTS

The Government will not reimburse contractors for bid and proposal costs associated with any contract proposal awarded on a competitive, sole source, or single offer basis, any contract or contract modification, any on-ramp solicitation, or any no-cost settlement as a separate contract line item unless mutually agreed upon in writing.

G-3.2 SEVERABILITY

A contract is considered nonseverable because of the amount of performance required over an extended period of time such that any interruption in continuance of the particular performance would prohibit a meaningful deliverable to the Government client.

Whether a contract is for severable or nonseverable services affects how the agency may fund the contract; severable services contracts may be incrementally funded, while nonseverable services contracts must be fully funded at the time of the award of the contract, unless exempted by statutory authority. Failure to obligate the estimated cost (or ceiling) of a nonseverable cost-reimbursement contract at the time of award violates the bona fide needs rule. (Reference: GAO Report B-317636.) A Contractor’s authorized representative, such as their CFO, Controller, or Financial Manager, should verify this prior to final acceptance of the contract, as well as how it impacts their proposal and what provisions the Contractor has included to account for such.

The bona fide needs rule provides, that an appropriation limited to obligate for a definite period, may be obligated only to meet a legitimate or bona fide need arising during the period of availability of the appropriation. Since a severable service contract addresses a recurring or continuing need, such as a maintenance contract, the cost of addressing such needs are charged, under the bona fide needs rule, to the appropriation current at the time services are provided. Thus, as a general proposition, a severable services contract that crosses from one fiscal year to the next which is funded by the initial fiscal year’s appropriations violates the bona fide needs rule because the agency, with regard to services to be rendered in the next fiscal year, is obligating the appropriation for a future year’s need. Accordingly, there are statutory exceptions to the bona fide needs rule to provide funding flexibility to an agency contracting for severable services (for example, the Defense Appropriation Act). They do so by permitting an agency to obligate an appropriation that otherwise would be available only for the needs of one fiscal year to meet the needs of a second fiscal year. Also, an agency using multiple year or no-year appropriations does not need to refer to this statutory exception to achieve this same flexibility. An agency using a multiple year appropriation would not violate the bona fide needs rule if it enters into a severable services contract for more than 1 year as long as the period of contract performance does not exceed the period of availability of the multiple year appropriation.

Agencies are permitted to enter into severable services contracts that cross fiscal years for up to 1 year and obligate the appropriations currently at the time the agencies enter in that contract. Statutory provisions do not restrict to 1 year the contract periods of severable services contracts funded by no-year appropriations (for example, HIV/AIDS appropriation) or by multiple year appropriations (for example, two-year R&D appropriations).

The general rule is that a nonseverable service is considered a bona fide need at the time the agency orders the service and, therefore, should be charged to an appropriation current at the time the agency enters into the contract. A nonseverable service is one that requires the Contractor to complete and deliver a specified end product (for example, a final report of research).

With regard to a cost-reimbursement contract, agencies should charge modifications that increase the original ceiling to an appropriation current at the time of the modification. Modifications increasing the ceiling are discretionary in nature and therefore are considered to reflect a new need. The agency, at the time of contract award, cannot necessarily anticipate the need for and amount of increases in the contract ceiling, a modification that increases the ceiling is considered a bona fide need at the time of the modification.

For fixed-price contracts, the usual rule is that if the modification is within the contract’s statement of work, the agency should charge the cost of the modification to the appropriation to which the agency had charged the contract since it is a part of the bona fide need established at time of contract award. Modifications outside of the contract’s statement of work (and, thus outside of the scope of the contract) are considered to meet a new bona fide need, and the agency should charge obligations for such modifications to appropriations current at the time of modification.

G-4 PATENT MATTERS POINT OF CONTACT

The Point of Contact regarding Patent Matters is below unless so otherwise indicated. Contract Contracting Officer may assign their own Point of Contact for this contract.

G-4.1 INTELLECTUAL PROPERTY / PATENTS

For contracts requiring Reporting of Inventions or patent related matters, including during closeout of contracts, the processing of DD 882s is not restricted to the time period at closure of the contract. That is, as the technology/science develops, a DD 882 shall be filed when potential title to intellectual property is first identified.

G-5.2 LIMITATIONS ON SUBCONTRACTING

Limitations on Subcontracting applies to contracts awarded under the Small Business Reserves, set asides, and direct awards. Contract performance of a Mentor under a SBA approved 8(a) Mentor-Protégé Agreement counts as though it is the contract performance of the Protégé 8(a). Limitations on Subcontracting does not apply to contracts awarded to small businesses under an unrestricted competition.

For services (except construction), “cost of contract performance incurred for personnel” is defined as direct labor before application of indirect cost rates, for both at the prime Contractor and subcontractor levels.

As prescribed in 19.507(e), insert the following clause:

Limitations on Subcontracting (Mar 2020) (a)This clause does not apply to the unrestricted portion of a partial set-aside.

(b) Applicability. This clause applies only to—

(1) Contracts that have been set aside for small business concerns or 8(a) participants;

(2) Part or parts of a multiple-award contract that have been set aside for small business concerns or 8(a) participants;

(3) Orders set aside for small business concerns or 8(a) participants under multiple-award contracts as described in 8.405-5 and 16.505(b)(2)(i)(F); and

(4) Orders issued directly to small business concerns or 8(a) participants under multiple-award contracts as described in 19.504(c)(1)(ii).

(c) Limitations on subcontracting. By submission of an offer and execution of a contract, the Contractor agrees that in performance of the contract in the case of a contract for—

(1) Services (except construction). At least 50 percent of the cost of contract performance incurred for personnel shall be expended for employees of the concern.

(2) Supplies (other than procurement from a nonmanufacturer of such supplies). The concern shall perform work for at least 50 percent of the cost of manufacturing the supplies, not including the cost of materials.

(3) General construction. The concern will perform at least 15 percent of the cost of the contract, not including the cost of materials, with its own employees.

(4) Construction by special trade contractors. The concern will perform at least 25 percent of the cost of the contract, not including the cost of materials, with its own employees.

(d)The Contractor shall comply with the limitations on subcontracting as follows:

(1) For contracts, in accordance with paragraph (b)(1) and (2) of this clause— [Contracting Officer check as appropriate.] _ By the end of the base term of the contract and then by the end of each subsequent option period; or _ By the end of the performance period for each order issued under the contract.

(2) For orders, in accordance with paragraphs (b)(3) and (4) of this clause, by the end of the performance period for the order.

(End of clause)

G-5.3 LARGE BUSINESS COMPLIANCE TO SMALL BUSINESS PARTICIPATION

Large businesses shall submit a Subcontracting Plan and a Small Business Participation Plan. At the Contracting Officer’s discretion, the Contracting Officer may use the Subcontracting Plan as an evaluation factor.

The DHA small business goals at the subcontracting level are as follows:

G-6 AUTHORIZED CHANGES ONLY BY THE CONTRACTING OFFICER

(a) Except as specified in paragraph (b) below, no order, statement, or conduct of Government personnel who visits the Contractor’s facilities or in any other manner communicates with Contractor personnel during the performance of this contract shall constitute a change under the Changes clause of this contract.

(b) The Contractor shall not comply with any order, direction or request of Government personnel unless it is issued in writing and signed by the Contracting Officer, or is pursuant to specific authority otherwise included as a part of this contract.

(c) The Contracting Officer is the only person authorized to approve changes in any of the requirements of this contract and notwithstanding provisions contained elsewhere in this contract, the said authority remains solely the Contracting Officer’s. In the event the contractor effects any change 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 contract price to cover any increase in charges incurred as a result thereof.

G-7 NOTIFICATION OF REVISIONS OR CHANGES TO NAMES OR E-MAIL ADDRESSES

Notification of revisions or changes to names or e-mail addresses identified herein will be provided by official correspondence from the Contracting Officer or office of the Contracting Officer in lieu of a contract modification. This does not apply to any such revisions or changes in the event this contract includes a key personnel clause.

G-8 GOVERNMENT FURNISHED PROPERTY (GFP)

GFP may be provided to the Contractor by the Government to facilitate performance of the contract.

G-9 GOVERNMENT SITE CLOSURES

All or part of a Government site may be closed in response to an unforeseen emergency. Such emergencies may include, but are not limited to, adverse weather such as snow or flood, a natural disaster such as tornado or earthquake, or a site disaster such as a gas leak or fire. Contractor personnel are non-essential personnel for purposes of any instructions regarding such emergencies.

Contractor personnel shall be officially dismissed upon notification of a Government site closure.

Contractor personnel shall promptly secure all Government furnished property appropriately and evacuate in an expedient but safe manner.

Regarding Government site closure notifications, contractors shall follow instructions for non-essential personnel provided by local radio, television, official websites, and/or official Government site hotlines. Contractors may not receive any other form of notification of a Government site closure from the Government. If a decision to close all or part of a Government site is made during the duty day and the decision is transmitted through official notification channels, contractors shall follow the instructions provided.

Regarding the requirements of a contract under this contract, the Government shall retain the following options:

a. The Government may grant an extension for any contract delayed by the closure equal to the time of the closure, subject to the availability of funds.

b. The Government may forego work. Contractors shall not receive payment for any work not performed.

c. The Government may reschedule the work on any day that is mutually satisfactory.

d. The Government may, at its discretion, permit the contractor personnel to perform at an off-site location during the period of the Government site closure, if meaningful work can be accomplished. The contractor shall certify to the Government in writing within five (5) business days of returning to the Government site the nature and scope of the work completed off-site. If applicable, the contractor shall be permitted to bill the Government at the labor rates identified in the contract.

G-10 INHERENTLY GOVERNMENT FUNCTIONS

As a matter of policy, an "inherently governmental function" is a function that is so intimately related to the public interest as to mandate performance by Government employees. These functions include those activities that require either the exercise of discretion in applying Government authority or the making of value judgments in making decisions for the Government. Governmental functions normally fall into two categories: (1) the act of governing, i.e., the discretionary exercise of Government authority, and (2) monetary transactions and entitlements. Contractor personnel shall not perform inherently governmental functions. Further definition of inherently governmental functions is provided in FAR subpart 7.503.

G-11 KEY PERSONNEL

The Government may designate which labor categories are considered Contractor key personnel. Terms and conditions concerning Contractor key personnel shall be define.

G-15 ORGANIZATIONAL CONFLICTS OF INTEREST (OCI)

If there is an identified potential or perceived OCI, then the Offeror’s technical proposal shall include as an attachment an OCI Mitigation Plan for review/approval by the client and Contracting Officer. Acceptance of the contract at hand by the contractor shall not create an OCI condition, either for legacy work being performed or future work to be bid or performed. The OCI Mitigation Plan shall include Non-Disclosure Agreements (NDAs) signed by the personnel performing on the contract and counter-signed by their management. The OCI Mitigation Plan and NDAs shall state: “This document does not authorize access to another company’s proprietary or sensitive information.” Subject to Contracting Officer discretion, the Contracting Officer may deem an Offeror’s proposal invalid if the OCI has not been or cannot be adequately mitigated.

G-17 PERSONAL SERVICES

This acquisition is not a Personal Services Contract (PSC).

Personal services are characterized by the employer-employee relationship created between the Government and the contractor’s personnel. Obtaining personal services by contract rather than by direct hire circumvents the law unless Congress has specifically authorized acquisition of the services by contract. Agencies shall not award personal service contracts unless specifically authorized by statute, 5 U.S.C. 3109. Contractors shall not perform personal services.

An exception to the prohibition of personal services is nonpersonal health services allowed for by FAR Subpart 37.4 (for example, drawing blood for infectious disease research or performing clinical position functions in a hospital setting).

(Excerpt) Subpart 37.4 - Nonpersonal Health Care Services

37.400 Scope of subpart.

This subpart prescribes policies and procedures for obtaining health care services of physicians, dentists and other health care providers by nonpersonal services contracts, as defined in 37.101.

37.401 Policy.

Agencies may enter into nonpersonal health care services contracts with physicians, dentists and other health care providers under authority of 10 U.S.C.2304 and 41 U.S.C.chapter 33 , Planning and Solicitation. Each contract shall-

(a) State that the contract is a nonpersonal health care services contract, as defined in 37.101, under which the contractor is an independent contractor;

(b) State that the Government may evaluate the quality of professional and administrative services provided, but retains no control over the medical, professional aspects of services rendered (e.g., professional judgments, diagnosis for specific medical treatment);

(c) Require that the contractor indemnify the Government for any liability producing act or omission by the contractor, its employees and agents occurring during contract performance;

(d) Require that the contractor maintain medical liability insurance, in a coverage amount acceptable to the contracting officer, which is not less than the amount normally prevailing within the local community for the medical specialty concerned; and

(e) State that the contractor is required to ensure that its subcontracts for provisions of health care services, contain the requirements of the clause at 52.237-7, including the maintenance of medical liability insurance.

(End of excerpt) G-18 RIGHT OF FIRST REFUSAL OF EMPLOYMENT (48 CFR 52.207-3, FAR Subpart 52.207-3) and/or CONTINUITY OF SERVICES (FAR Subpart 52.237-3) This contracting vehicle is applying 48 CFR 52.207-3 to all non-management personnel (both FSLA exempt and non-exempt).

As prescribed in 7.305(c), insert the following clause:

Right of First Refusal of Employment (May 2006) (a)The Contractor shall give Government personnel who have been or will be adversely affected or separated as a result of award of this contract the right of first refusal for employment openings under the contract in positions for which they are qualified, if that employment is consistent with post-Government employment conflict of interest standards.

(b)Within 10 days after contract award, the Contracting Officer will provide to the Contractor a list of all Government personnel who have been or will be adversely affected or separated as a result of award of this contract.

(c)The Contractor shall report to the Contracting Officer the names of individuals identified on the list who are hired within 90 days after contract performance begins. This report shall be forwarded within 120 days after contract performance begins.

(End of clause) As prescribed in 37.110(c), insert the following clause:

Continuity of Services (JAN 1991)

(a) The Contractor recognizes that the services under this contract are vital to the Government and must be continued without interruption and that, upon contract expiration, a successor, either the Government or another contractor, may continue them. The Contractor agrees to-

(1) Furnish phase-in training; and

(2) Exercise its best efforts and cooperation to effect an orderly and efficient transition to a successor.

(b) The Contractor shall, upon the Contracting Officer’s written notice, (1) furnish phase-in, phase-out services for up to 90 days after this contract expires and (2) negotiate in good faith a plan with a successor to determine the nature and extent of phase-in, phase-out services required. The plan shall specify a training program and a date for transferring responsibilities for each division of work described in the plan, and shall be subject to the Contracting Officer’s approval. The Contractor shall provide sufficient experienced personnel during the phase-in, phase-out period to ensure that the services called for by this contract are maintained at the required level of proficiency.

(c) The Contractor shall allow as many personnel as practicable to remain on the job to help the successor maintain the continuity and consistency of the services required by this contract. The Contractor also shall disclose necessary personnel records and allow the successor to conduct on-site interviews with these employees. If selected employees are agreeable to the change, the Contractor shall release them at a mutually agreeable date and negotiate transfer of their earned fringe benefits to the successor.

(d) The Contractor shall be reimbursed for all reasonable phase-in, phase-out costs (i.e., costs incurred within the agreed period after contract expiration that result from phase-in, phase-out operations) and a fee (profit) not to exceed a prorata portion of the fee (profit) under this contract.

(End of clause)

G-19 SAFETY AND ENVIRONMENTAL CONSIDERATIONS

Contractors shall comply with all applicable federal, state, international and local safety, health and environmental statutes and regulations. Specific guidance will be provided by the Government client.

System Safety and Health Hazards

Contractors shall identify and evaluate system safety and health hazards, define risk levels, and establish a program that manages the probability and severity of all hazards associated with the performance of the requirements of the contract. All inherent safety and health hazards shall be identified, evaluated and either eliminated or controlled to ensure minimum risk to the environment and personnel. Contractors shall keep records in accordance with this requirement for the life of the contract plus two years. These records shall be made available to the Government upon request. Contractors shall use the DoD Standard Practice for System Safety, MIL-STD-882E, in all developmental and sustaining activities. Contractors shall integrate the Environment, Safety, and Occupational Health (ESOH) risk management strategy into the systems engineering process.

Hazardous Materials

Contractors shall implement a hazardous material management program to reduce and control hazardous materials used in the performance of the contract. The use of hazardous or corrosive materials shall be reduced in accordance with DoD Instruction 4715.4.

Non-Surety Material and Programs

The contract may require the Contractor to work with chemical and/or biological materials.

For the chemical program, the Contractor shall comply with 29 CFR Part 1910.

For the biological program, the Contractor shall comply with the contract, CFRs, DoD Directives, Army Regulations, and local policies governing these programs.

Contracts issued that require on-site chemical or biological work may require Contractor employee enrollment in and compliance with a medical surveillance program. Such operations and/or hazardous work environments may require the fit and use of Personal Protective Equipment (PPE) for Contractor employees, as well as Contractor compliance with policies governing these programs.

Surety Material and Programs

The contract may require the Contractor to work with chemical and/or biological surety materials. In addition, there may be tasks that require the Contractor or its chemical surety material Sub-Contractor to have an approved U.S. Army Chemical Surety Material Bailment Agreement.

For the chemical surety program, the Contractor shall comply with the requirements of the contract, the Code of Federal Regulations (CFR), DoD Directives, Army Regulations, local policies governing these surety programs, and all local policies for operations involving military unique chemical agents or other chemicals which fall into the same range of toxicity as chemical agents (such as agent degradation products and/or precursors).

For the biological surety program, the Contractor shall comply with the requirements of the contract, CFRs, DoD Directives, Army Regulations, and local policies governing these programs.

Contracts that require on-site surety work may require Contractor employee enrollment in and compliance with the Personnel Reliability Program (PRP) and a medical surveillance program. Surety operations and/or hazardous work environments may require the fit and use of PPE for Contractor employees, as well as Contractor compliance to policies governing these programs.

Use of Non-Traditional Agents

The contract may require the Contractor to work with non-traditional agents, which shall require compliance with applicable regulations and other local policies.

Research, Development, Test and Evaluation (RDTE) Dilute Solutions

The contract may necessitate the use, handling, transportation, and disposal of RDTE dilute solutions, which shall require Contractor compliance with the contract, 29 Code of Federal Regulations (CFR) 1910 and applicable DoD, Maryland Department of the Environment, and local policies governing these solutions.

Pollution Prevention

Contractors shall implement a pollution prevention program to minimize the environmental impact and costs associated with environmental compliance. Pollution shall be prevented or reduced at the source whenever feasible. Pollution that cannot be prevented or recycled shall be processed in an environmentally safe manner, and in accordance with applicable environmental regulations.

G-20 SECURITY CLEARANCE

Those Offerors submitting proper documentation…