conformed RFP thru Amendment 01.doc

Section B - Supplies or Services and Prices

Phase-In - FY11

FFP

Contractor to furnish all phase-in services in accordance with Performance Work Statement (PWS) paragraph I.3.1 "Transition."

Period of Performance (POP): 25 Feb 2011 - 31 Mar 2011

FOB: Destination

NSN: C126-00-000-0000

SIGNAL CODE: A

NET AMT

Lump Sum

FPI

The contractor shall furnish all necessary labor and supervision as required to perform services described in the Performance Work Statement (PWS) on equipment and locations identified in Attachments 1A1, 1A2A, 1A2B, 1A2C and 1A2D.

Data & Reports - FY11

The contractor shall furnish Data and Reports in accordance with the Contract Data Requirements List (CDRL), Attachment 1C to the Performance Work Statement (PWS) identified in Section J, Attachment 1.

The estimated cost for this item is included in CLIN 1001.

POP: 1 Apr 2011 - 30 Sep 2011

FOB: Destination

NSN: S216-00-000-0000

TARGET COST

TARGET PROFIT

TOTAL TARGET PRICE

CEILING PRICE

SHARE RATIO ABOVE TARGET

SHARE RATIO BELOW TARGET

Lump Sum

CPFF

The contractor shall furnish all necessary labor and supervision as required to perform services as described in the Performance Work Statement (PWS) paragraphs I.2.4, I.2.5 and I.4.2 upon issuance of a Task Assignment.

POP: 1 Apr 2011 - 30 Sep 2011

FOB: Destination

ESTIMATED COST

FIXED FEE

TOTAL EST COST + FEE

$682,569.00

Lump Sum

COST

Contractor to furnish all materials, equipment and other Reimbursable Items in support of CLINs 1001 and 1002. See Paragraph IV.6 in the Performance Work Statement (PWS). Profit/fee does not apply, burden is reimbursable.

POP: 1 Apr 2011 - 30 Sep 2011

FOB: Destination

Lump Sum

FPI

The contractor shall furnish all necessary labor and supervision as required to perform services described in the Performance Work Statement (PWS) on equipment and locations identified in Attachments 1A1, 1A2A, 1A2B, 1A2C and 1A2D.

Data & Reports - FY12

The contractor shall furnish Data and Reports in accordance with the Contract Data Requirements List (CDRL), Attachment 1C to the Performance Work Statement (PWS) identified in Section J, Attachment 1.

The estimated cost for this item is included in CLIN 2001.

POP: 1 Oct 2011 - 30 Sep 2012

FOB: Destination

Lump Sum

CPFF

The contractor shall furnish all necessary labor and supervision as required to perform services as described in the Performance Work Statement (PWS) paragraphs I.2.4, I.2.5 and I.4.2 upon issuance of a Task Assignment.

POP: 1 Oct 2011 - 30 Sep 2012

FOB: Destination

$1,419,744.00

Lump Sum

COST

Contractor to furnish all materials, equipment and other Reimbursable Items in support of CLINs 2001 and 2002. See Paragraph IV.6 in the Performance Work Statement (PWS). Profit/fee does not apply, burden is reimbursable.

POP: 1 Oct 2011 - 30 Sep 2012

FOB: Destination

Lump Sum

FPI

The contractor shall furnish all necessary labor and supervision as required to perform services described in the Performance Work Statement (PWS) on equipment and locations identified in Attachments 1A1, 1A2A, 1A2B, 1A2C and 1A2D.

Data & Reports - FY13

The contractor shall furnish Data and Reports in accordance with the Contract Data Requirements List (CDRL), Attachment 1C to the Performance Work Statement (PWS) identified in Section J, Attachment 1.

The estimated cost for this item is included in CLIN 3001.

POP: 1 Oct 2012 - 30 Sep 2013

FOB: Destination

Lump Sum

CPFF

The contractor shall furnish all necessary labor and supervision as required to perform services as described in the Performance Work Statement (PWS) paragraphs I.2.4, I.2.5 and I.4.2 upon issuance of a Task Assignment.

POP: 1 Oct 2012 - 30 Sep 2013

FOB: Destination

$1,476,534.00

Lump Sum

COST

Contractor to furnish all materials, equipment and other Reimbursable Items in support of CLINs 3001 and 3002. See Paragraph IV.6 in the Performance Work Statement (PWS). Profit/fee does not apply, burden is reimbursable.

POP: 1 Oct 2012 - 30 Sep 2013

FOB: Destination

Lump Sum

FPI

The contractor shall furnish all necessary labor and supervision as required to perform services described in the Performance Work Statement (PWS) on equipment and locations identified in Attachments 1A1, 1A2A, 1A2B, 1A2C and 1A2D.

Data & Reports - FY14

The contractor shall furnish Data and Reports in accordance with the Contract Data Requirements List (CDRL), Attachment 1C to the Performance Work Statement (PWS) identified in Section J, Attachment 1.

The estimated cost for this item is included in CLIN 4001.

POP: 1 Oct 2013 - 30 Sep 2014

FOB: Destination

Lump Sum

CPFF

The contractor shall furnish all necessary labor and supervision as required to perform services as described in the Performance Work Statement (PWS) paragraphs I.2.4, I.2.5 and I.4.2 upon issuance of a Task Assignment.

POP: 1 Oct 2013 - 30 Sep 2014

FOB: Destination

$1,535,595.00

Lump Sum

COST

Contractor to furnish all materials, equipment and other Reimbursable Items in support of CLINs 4001 and 4002. See Paragraph IV.6 in the Performance Work Statement (PWS). Profit/fee does not apply, burden is reimbursable.

POP: 1 Oct 2013 - 30 Sep 2014

FOB: Destination

Lump Sum

FPI

The contractor shall furnish all necessary labor and supervision as required to perform services described in the Performance Work Statement (PWS) on equipment and locations identified in Attachments 1A1, 1A2A, 1A2B, 1A2C and 1A2D.

Data & Reports - FY15

The contractor shall furnish Data and Reports in accordance with the Contract Data Requirements List (CDRL), Attachment 1C to the Performance Work Statement (PWS) identified in Section J, Attachment 1.

The estimated cost for this item is included in CLIN 5001.

POP: 1 Oct 2014 - 30 Sep 2015

FOB: Destination

Lump Sum

CPFF

The contractor shall furnish all necessary labor and supervision as required to perform services as described in the Performance Work Statement (PWS) paragraphs I.2.4, I.2.5 and I.4.2 upon issuance of a Task Assignment.

POP: 1 Oct 2014 - 30 Sep 2015

FOB: Destination

$1,597,019.00

Lump Sum

COST

Contractor to furnish all materials, equipment and other Reimbursable Items in support of CLINs 5001 and 5002. See Paragraph IV.6 in the Performance Work Statement (PWS). Profit/fee does not apply, burden is reimbursable.

POP: 1 Oct 2014 - 30 Sep 2015

FOB: Destination

Lump Sum

FPI

Range Support Services--6 month Extension of Services. In accordance with FAR 52.217-8, Option to Extend Services, if necessary, the contract may be extended. The contractor shall furnish all necessary labor and supervision as required to perform services described in the Performance Work Statement (PWS) on equipment and location identified in Attachments 1A1, 1A2A, 1A2B, 1A2C and 1A2D. Monthly price is equal to the Option Period exercised prior to this period adjusted for any applicable SCA wage increases.

Data and Reports--6-month Extension of Services

The contractor shall furnish Data and Reports in accordance with the Contract Data Requirements List (CDRL), Attachment 1C to the PWS identified in Section J, Attachment 1.

The estimated cost for this item is included in CLIN 6001.

POP: 1 Oct 2015-31 Mar 2016

FOB: Destination

Lump Sum

CPFF

In accordance with FAR 52.217-8, Option to Extend Services, if necessary, the contract may be extended. The contractor shall furnish all necessary labor and supervision as required to perform services as described in the Performance Work Statement (PWS) paragraphs I.2.4, I.2.5 and 1.4.2 upon issuance of a Task Assignment. Monthly price is equal to the Option Period exercised prior to this period adjusted for any applicable SCA wage increases.

POP: 1 Oct 2015-31 Mar 2016

FOB: Destination

$798,510.00

Lump Sum

COST

In accordance with FAR 52.217-8, Option to Extend Services, if necessary, the contract may be extended. Contractor to furnish all materials, equipment and other Reimbursable Items in support of CLINs 6001 and 6002. See Paragraph IV.6 in the Performance Work Statement (PWS). Monthly price is equal to the Option Period exercised prior to this period adjusted for any applicable SCA wage increases. Profit/fee does not apply, burden is reimbursable.

POP: 1 Oct 2015-31 Mar 2016

FOB: Destination

Section C - Descriptions and Specifications

C-1 SPECS/STDS/DWGS

The following documents which constitute the work description, specifications, and Performance Work Statement (PWS) to define the task requirements for performance under this contract, are hereby incorporated into this contract in full text as Attachment 1 in Section J:

Launch Operations Support Contract Performance Work Statement, dated 28 Jun 10.

Section D - Packaging and Marking

D-1 TECHNICAL DATA

Packaging and marking of technical data, hardware, and software to be delivered pursuant to this contract shall be in accordance with the contractor's standard commercial practices.

Section E - Inspection and Acceptance

INSPECTION/ACCEPTANCE

(IAW FAR 46.401(b) AND 46.503)

a. Inspection and Acceptance will be at destination. The place of final inspection and acceptance for contract work called for in Section B above, shall be 30th Space Wing, Vandenberg AFB, CA 93437-5212, except, data and reports shall be in accordance with Attachment 1C. Government inspections will be accomplished by designated representatives of the Contracting Officer (CO).

b. The contractor is required to submit Material Inspection and Receiving Report (DD 250) to 30 RMS/RMQ (Quality Assurance Specialist), for receiving and acceptance of services under the basic Operations and Maintenance CLINS 1001 – 5001 upon completion of each performance period. The contractor is also required to submit Material Inspection and Receiving Report (DD 250) to 30 RMS/RMQ (Quality Assurance Specialist), for receiving and acceptance upon completion of all Task Assignments and Work Requests under CLINs 1002, 2002, 3002, 4002 and 5002.

c. Government Contract Quality Assurance (QA) program. Appointed Quality Assurance Personnel (QAP) will participate in the administration of this contract specifically to evaluate contractor performance, inspect the services for the Government, and support the government Contract Quality Assurance (QA) program. This designation does not include authority to direct and/or authorize the Contractor to make changes in the scope of the terms of the contract without the written authority of the Contracting Officer. The Contractor will be notified in writing by the Contracting Officer of the names, duties and limitation of the appointed Quality Assurance Personnel (QAP).

INSPECTION AND ACCEPTANCE TERMS

Supplies/services will be inspected/accepted at:

CLAUSES INCORPORATED BY REFERENCE

CLAUSES INCORPORATED BY FULL TEXT

52.246-11 HIGHER-LEVEL CONTRACT QUALITY (FEB 1999)

The Contractor shall comply with the higher-level quality standard of ISO 9001:2000 or latest version, Quality Management Systems Requirements or equivalent.

(End of clause)

Section F - Deliveries or Performance

DELIVERY INFORMATION

31-MAR-2011

DENNIS PAKULSKI

1172 ICELAND AVE, BLDG 11439

VANDENBERG AFB CA 93437

805-606-3809

FOB: Destination F4D3D9

30-SEP-2011

F4D3D9

30-SEP-2011

F4D3D9

30-SEP-2011

F4D3D9

30-SEP-2012

F4D3D9

30-SEP-2012

F4D3D9

30-SEP-2012

F4D3D9

30-SEP-2013

F4D3D9

30-SEP-2013

F4D3D9

30-SEP-2013

F4D3D9

30-SEP-2014

F4D3D9

30-SEP-2014

F4D3D9

30-SEP-2014

F4D3D9

30-SEP-2015

F4D3D9

30-SEP-2015

F4D3D9

30-SEP-2015

F4D3D9

31-MAR-2016

F4D3D9

31-MAR-2016

F4D3D9

31-MAR-2016

F4D3D9

CLAUSES INCORPORATED BY REFERENCE

F-1 PERIOD OF PERFORMANCE

a. The Base Year (FY11) Phase-In period of performance for CLIN 0001 under this contract is 25 Feb 2011 through 31 Mar 2011.

b. Subject to the availability of funds, Option One (FY11) CLINs 1001, 1002 and 1003 will be exercised at the time of award. The period of performance for Option One is 1 Apr 2011 through 30 Sep 2011.

c. In the event the government exercises the option to extend the term of the contract IAW FAR 52.217-9, the period of performance will be deemed to be extended as follows based on the availability of funds (FAR 52.232-18):

Option Year 2 (FY12) - - - 1 Oct 2011 through 30 Sep 2012 (CLINs 2001, 2002, 2003)

Option Year 3 (FY13) - - - 1 Oct 2012 through 30 Sep 2013 (CLINs 3001, 3002, 3003)

Option Year 4 (FY14) - - - 1 Oct 2013 through 30 Sep 2014 (CLINs 4001, 4002, 4003)

Option Year 5 (FY15) - - - 1 Oct 2014 through 30 Sep 2015 (CLINs 5001, 5002, 5003)

F-2 PLACE OF PERFORMANCE

Services shall be performed on Vandenberg AFB, CA, and other locations identified in the Performance Work Statement or as directed.

F-3 IDENTIFICATION OF GOVERNMENT FURNISHED PROPERY (GFP)

Pursuant to the "Identification of Government-Furnished Property" clause herein, the Government will furnish the items of property listed as Government-Furnished Property (Sec J, Attachments 1B1 and 1B2), F.O.B. Vandenberg AFB, CA, for use in performance of this contract.

Section G - Contract Administration Data

CLAUSES INCORPORATED BY FULL TEXT

MEMORANDUM FOR VANDENBERG AFB CONTRACTOR

FROM:

30th Contracting Squadron

SUBJECT: Wide Area Workflow – Receipt and Acceptance (WAWF-RA) Invoicing System

The 30th Contracting Squadron is pleased to introduce the DoD mandatory electronic invoicing system, Wide Area Work Flow – Receipt and Acceptance (WAWF-RA). WAWF-RA is designed to automate and expedite commercial invoices and government receiving reports by electronically capturing and coordinating the basic pieces of our payment process. WAWF-RA will simplify your Government invoicing process, allow you to monitor your payment status online, and ensure faster payment transactions for your company.

WAWF-RA is a web-based program and is available at no cost to your company. Step-by-step instructions on how to register and how to submit invoices through WAWF-RA are outlined at https://wawftraining.eb.mil. To register your company for WAWF-RA, simply log into https://wawf.eb.mil. You will also need to update your Centralized Contractor Registration (CCR) account with your Electronic Business Point of Contact (EBPOC). The primary responsibility of your EBPOC will be to register additional company personnel in the WAWF-RA system.

For additional information or assistance in registering your company in WAWF-RA, please contact a member of the 30th Contracting Squadron listed on the WAWF-RA Instruction Sheet below.

WIDE AREA WORK FLOW - RECEIPT AND ACCEPTANCE INSTRUCTION SHEET

The use of Wide Area Work Flow–Receipt and Acceptance (WAWF-RA) is now mandatory for use by DoD Contractors. WAWF-RA will expedite your payment processing time and allows monitoring of your payment status online. There are no charges or fees to use WAWF-RA.

To register for WAWF-RA log onto: https://wawf.eb.mil The following codes will be required to correctly route your invoices and informational e-mails through WAWF-RA.

COMPANY CAGE CODE:___________________

ISSUE BY DODAAC:

FA4610

ADMIN DODAAC:

INSPECT BY DODAAC:

PLUS 6-DIGIT EXT: ______**

SERVICE ACCEPTOR

“SHIP TO” DODAAC:

PLUS 6-DIGIT EXT: ______**

**The 6-digit extension code may vary from contract.

PAY OFFICE DODAAC:

F03000_________

GOVERNMENT SERVICE ACCEPTOR: Anthony R Palacioz

CONTRACT ADMINISTRATOR:

Lemuel (Reggie) Stanford

CONTRACTING OFFICER: Susan M. Dickson It is mandatory that a 2 in 1 invoice be used for service invoices.

CLAUSES INCORPORATED BY FULL TEXT

G-1 ADMINISTRATIVE MATTERS

a. The name, address and telephone number of the Contracting Officer:

Susan M. Dickson, (805) 606-8265, email: susan.dickson@vandenberg.af.mil

Address: 30 CONS/LGCZ, 1515 Iceland Avenue, Room 150, VAFB CA 93437-5212

b. The name, address and telephone number of the Contract Specialist:

Lemuel (Reggie) Stanford, (805) 606-2625, email: reggie.stanford@vandenberg.af.mil

Address: 30 CONS/LGCZG, 1515 Iceland Avenue, Room 150, VAFB CA 93437-5212

c. The name, address and telephone number of the Quality Assurance Specialist:

Clifford Hanson, (805) 605-5985, email: clifford.hanson@vandenberg.af.mil Address: 30RMS/RMQL, 816 13th Street, Suite 207, VAFB CA 93437-5212

d. The address, DODAAC and telephone number of the paying office is:

DFAS DAYTON

Paying office DODAAC is: F03000

Telephone: (800) 756-4571

Address: DFAS-BFVD/DY

P.O. Box 369024

Columbus, OH 43236-9024

G-2 CONTRACTORS CONTRACT ADMIN

The Contractor’s contract administration functions will be performed at the following address:

NAME AND TITLE: _____________________

RESPONSIBLE OFFICE: __________________

ADDRESS: ______________________________

TELEPHONE NUMBER: __________________

CEC/DUNS #: CAGE#:

TAX IDENTIFICATION NUMBER:

5352.232-9000 REMITTANCE ADDRESS (MAY 1996)

If the remittance address is different from the mailing address, enter the remittance address below. Failure to provide this information may impact payment.

Section H - Special Contract Requirements

OCI CLAUSE

Background: This clause was developed in accordance with FAR 9.5.

Purpose: The purpose of this clause is to ensure that the contractor (1) is not biased because of its financial, contractual, organizational, or other interests which relate to the work under this contract, and (2) does not obtain any unfair competitive advantage over other parties by virtue of its performance of this contract.

Definitions:

Organizational Conflict of Interest (OCI) (see FAR 2.101): “Organizational Conflict of Interest” means that because of other activities or relationships with other persons or companies, a person is unable or potentially unable to render impartial assistance or advice to the Government, or the person’s objectivity in performing the contract work is or might be otherwise impaired, or a person has an unfair competitive advantage.

Biased Ground Rules (see FAR 9.505-1; FAR 9.505-2): Situations in which a firm, as part of its performance of a government contract, has in some sense set the ground rules for another government contract by, for example, writing the statement of work or the specifications. The primary concern is that the firm could skew the competition, whether intentionally or not, in favor of itself. These situations may also involve a concern that the firm, by virtue of its special knowledge of the agency’s future requirements, would have an unfair advantage in the competition for those requirements.

Impaired Objectivity (see FAR 9.505-3): Situations where a firm’s work under one government contract could entail evaluating itself, either through an assessment of performance under another contract or an evaluation of proposals. The primary concern is that the firm’s ability to render impartial advice to the government could appear to be undermined by its relationship with the entity whose work product is being evaluated.

Unequal Access to Information (see FAR 9.505-4): Situations in which a firm has access to nonpublic information as part of its performance of a government contract and where that information may provide the firm a competitive advantage in a later competition for a government contract. The primary concern is limited to the risk of the firm gaining a competitive advantage; there is no issue of bias.

Nature of potential conflict as seen by CO:

TBD

Disclosure: The contractor shall provide a document which provides, in a concise manner, the following:

- All relevant facts concerning any past, present, or currently planned interest (financial, contractual, organizational, or otherwise) or actual or potential organizational conflicts of interest relating to the services to be provided under this contract.

Contractor is encouraged to err on the side of over-reporting potential OCIs and identify all possible situations where they are engaged in closely related activities.

For OCIs that cannot be avoided, concurrent with identification of an actual or potential OCI to the Contracting Officer, the contractor shall submit a proposed mitigation plan. The Contracting Officer will render a decision whether the OCI can be adequately mitigated or not.

(See below for OCI Mitigation Plan Outline)

Non-Disclosure Agreement: Prior to performance, a Non-Disclosure Agreement (NDA) shall be executed by all contractor personnel that will have access to non-public Government information or access to proprietary or competition sensitive information belonging to other entities during contract performance. Additionally, if such personnel are replaced or additional personnel assigned they shall accomplish the NDA before they engage in actual performance of work under the task order. The contractor shall maintain the original NDAs and have them available for review upon request by the Government.

If the Contractor obtains access to proprietary information of other companies, the Contractor agrees to protect their information from unauthorized use or disclosure; not to use the information for any purpose other than that for which it was furnished; and, to enter into Associate Contract Agreements as may be necessary.

Access to Information (Nature of proposed restraint upon future contractor activities): If the contractor, in the performance of this contract, obtains access to non-public Government information, such as plans, policies, reports, studies, financial plans, internal data protected by the Privacy Act of 1974, or data which has not been released or otherwise made available to the public, the contractor agrees that without prior written approval of the contracting officer it shall not:

- Use such information for any private purpose unless the information has been released or otherwise made available to the public;

- Compete for work for the Government based on such information for a period of six (6) months after either the completion of this contract or until such information is released or otherwise made available to the public, whichever is last;

- Submit an unsolicited proposal to the Government which is based on such information until one year after such information is released or otherwise made available to the public; and

- Release such information unless such information has previously been released or otherwise made available to the public by the Government.

In addition, the contractor agrees that to the extent it receives or is given access to proprietary data, data protected by the Privacy Act of 1974, or other confidential or privileged technical, business, or financial information under this contract, it shall treat such information in accordance with any restrictions imposed on such information.

Disclosure After Award: The contractor agrees that, if potential or actual OCIs are identified during the performance of this contract, it shall make an immediate and full disclosure of such OCIs in writing to the contracting officer. Such disclosure may include a description of any action which the contractor has taken or proposes to take to avoid, neutralize, or mitigate any resulting conflict of interest. The Government may, however, terminate the contract for convenience if it deems such termination to be in the best interest of the Government.

Remedies: For breach of any of the above restrictions or for nondisclosure or misrepresentation of any relevant facts required to be disclosed, the Government may terminate this contract for default, disqualify the Contractor for subsequent related contractual efforts, and pursue such other remedies as may be permitted by law or this contract.

Flowdown of Clause: The Contractor shall include this clause in all subcontracts awarded for performance of any portion of this contract. The terms, “contract”, “contractor”, and “Contracting Officer” shall be appropriately modified to preserve the Government’s interests. The contractor shall also require this same clause be flowed down to all subcontractor tiers or other similar agreements and all regular or on-going financial, contractual or business relationships affecting or otherwise related to performance.

The following OCI Mitigation Plan Outline shall be followed:

OCI Mitigation Plan Outline (as applicable):

- Administrative Section

-- Definitions

--- Organizational Conflict of Interest (see FAR 2.101 definition and FAR 9.505)

--- Biased Ground Rules

--- Impaired Objectivity

--- Unequal Access to Information

--- Source Selection Sensitive Information (see FAR 2.101 definition)

--- 3rd Party Contractor Proprietary Information (see 41 USC 423 and FAR 3.104)

--- Government Information (FOUO information: plans, policies, reports, studies, financial plans, etc)

--- Systems contracts/programs

--- A&AS contracts/Program Office support

-- OCI Training (initial and recurring)

-- Employee Transfer Rules

-- Information Transfer Rules

-- OCI Enforcement

-- Attachment 1: OCI Certification

-- Attachment 2: Non-Disclosure Agreement

- OCI Mitigation Section

-- Prime Contractor Tab

--- Organization Chart

--- Prime Contractor agreement to adopt Administrative Section

--- Identify the Potential OCIs

---- Biased Ground Rules (explain if applicable)

---- Impaired Objectivity (explain if applicable)

---- Unequal Access to Information (explain if applicable)

--- List Contracts/Programs

---- Identify Program location

---- Briefly explain reporting chain

---- Briefly explain/describe each contract

--- Mitigation Analysis

---- Isolate work in completely separate organizational business units

---- Geographic and physical separation

---- Independent management and reporting chains

---- Prohibition against transfer of personnel

---- Prohibition against transfer of information

---- Other unique mitigation, if applicable

-- Subcontractor Tab(s) (as applicable)

--- Organization Chart

--- Subcontractor agreement adopting Prime Contractor Administration Section

--- Identification and explanation of any deviations from Prime Contractor’s OCI Mitigation Plan

--- Identify the Potential OCIs (same format as above)

--- List Contracts/Programs (same format as above)

--- Mitigation Analysis (same format as above)

The Offeror/Contractor hereby certifies to the best of its knowledge its OCI status below:

( No real or perceived OCI, as defined in FAR 2.1 and discussed in FAR 9.5, will result from an award of the proposed work (there are no ‘Yes’ responses to the questions above. Offeror/Contractor must provide the factual basis (bases) for its conclusion as discussed above).

( A real or potential OCI may exist as a result of an award and therefore an appropriate OCI Avoidance or Mitigation Plan is attached (Offeror/Contractor shall include an appropriate OCI Avoidance or Mitigation Plan, as required by this clause, with its proposal to the Contracting Officer).

____________________________ (Signature) ____________________ (Date)

____________________________ (Printed Name) ____________________ (Title)

Section I - Contract Clauses

CLAUSES INCORPORATED BY REFERENCE

52.203-14 DISPLAY OF HOTLINE POSTER(S) (DEC 2007)

(a) Definition.

United States, as used in this clause, means the 50 States, the District of Columbia, and outlying areas.

(b) Display of fraud hotline poster(s). Except as provided in paragraph (c)--

(1) During contract performance in the United States, the Contractor shall prominently display in common work areas within business segments performing work under this contract and at contract work sites--

(i) Any agency fraud hotline poster or Department of Homeland Security (DHS) fraud hotline poster identified in paragraph (b)(3) of this clause; and

(ii) Any DHS fraud hotline poster subsequently identified by the Contracting Officer.

(2) Additionally, if the Contractor maintains a company website as a method of providing information to employees, the Contractor shall display an electronic version of the poster(s) at the website.

(3) Any required posters may be obtained as follows:

Poster(s) Obtain from: DoD Inspector General, ATTN: Defense Hotline, 400 Army Navy Drive, Washington, DC 22202-2884.

(i) Appropriate agency name(s) and/or title of applicable Department of Homeland Security fraud hotline poster); and

(ii) The website(s) or other contact information for obtaining the poster(s).)

(c) If the Contractor has implemented a business ethics and conduct awareness program, including a reporting mechanism, such as a hotline poster, then the Contractor need not display any agency fraud hotline posters as required in paragraph (b) of this clause, other than any required DHS posters.

(d) Subcontracts. The Contractor shall include the substance of this clause, including this paragraph (d), in all subcontracts that exceed $5,000,000, except when the subcontract--

(1) Is for the acquisition of a commercial item; or

(2) Is performed entirely outside the United States.

(End of clause)

52.216-16 INCENTIVE PRICE REVISION--FIRM TARGET (OCT 1997)

(a) General. The supplies or services identified in the Schedule as Items 1001, 2001, 3001, 4001 and 5001 are subject to price revision in accordance with this clause; provided, that in no event shall the total final price of these items exceed the ceiling price of (see Section B) dollars. Any supplies or services that are to be (1) ordered separately under, or otherwise added to, this contract and (2) subject to price revision in accordance with the terms of this clause shall be identified as such in a modification to this contract.

(b) Definition. "Costs," as used in this clause, means allowable costs in accordance with Part 31 of the Federal Acquisition Regulation (FAR) in effect on the date of this contract.

(c) Data submission. (1) Within 30 days after the end of the month in which the Contractor has delivered the last unit of supplies and completed the services specified by item number in paragraph (a) of this clause, the Contractor shall submit in the format of Table 15-2, FAR 15.408, or in any other form on which the parties agree--

(i) A detailed statement of all costs incurred up to the end of that month in performing all work under the items;

(ii) An estimate of costs of further performance, if any, that may be necessary to complete performance of all work under the items;

(iii) A list of all residual inventory and an estimate of its value; and

(iv) Any other relevant data that the Contracting Officer may reasonably require.

(2) If the Contractor fails to submit the data required by subparagraph (1) above within the time specified and it is later determined that the Government has overpaid the Contractor, the Contractor shall repay the excess to the Government immediately. Unless repaid within 30 days after the end of the data submittal period, the amount of the excess shall bear interest, computed from the date the data were due to the date of repayment, at the rate established in accordance with the Interest clause.

(d) Price revision. Upon the Contracting Officer's receipt of the data required by paragraph (c) above, the Contracting Officer and the Contractor shall promptly establish the total final price of the items specified in (a) above by applying to final negotiated cost an adjustment for profit or loss, as follows:

(1) On the basis of the information required by paragraph (c) above, together with any other pertinent information, the parties shall negotiate the total final cost incurred or to be incurred for supplies delivered (or services performed) and accepted by the Government and which are subject to price revision under this clause.

(2) The total final price shall be established by applying to the total final negotiated cost an adjustment for profit or loss, as follows:

(i) If the total final negotiated cost is equal to the total target cost, the adjustment is the total target profit.

(ii) If the total final negotiated cost is greater than the total target cost, the adjustment is the total target profit, less (see Section B) percent of the amount by which the total final negotiated cost exceeds the total target cost.

(iii) If the final negotiated cost is less than the total target cost, the adjustment is the total target profit plus (see Section B) percent of the amount by which the total final negotiated cost is less than the total target cost.

(End of clause)

(e) Contract modification. The total final price of the items specified in paragraph (a) above shall be evidenced by a modification to this contract, signed by the Contractor and the Contracting Officer. This price shall not be subject to revision, notwithstanding any changes in the cost of performing the contract, except to the extent that--

(1) The parties may agree in writing, before the determination of total final price, to exclude specific elements of cost from this price and to a procedure for subsequent disposition of those elements; and

(2) Adjustments or credits are explicitly permitted or required by this or any other clause in this contract.

(f) Adjusting billing prices. (1) Pending execution of the contract modification (see paragraph (e) above), the Contractor shall submit invoices or vouchers in accordance with billing prices as provided in this paragraph. The billing prices shall be the target prices shown in this contract.

(2) If at any time it appears from information provided by the contractor under subparagraph (g)(2) below that the then-current billing prices will be substantially greater than the estimated final prices, the parties shall negotiate a reduction in the billing prices. Similarly, the parties may negotiate an increase in billing prices by any or all of the difference between the target prices and the ceiling price, upon the Contractor's submission of factual data showing that final cost under this contract will be substantially greater than the target cost.

(3) Any billing price adjustment shall be reflected in a contract modification and shall not affect the determination of the total final price under paragraph (d) above. After the contract modification establishing the total final price is executed, the total amount paid or to be paid on all invoices or vouchers shall be adjusted to reflect the total final price, and any resulting additional payments, refunds, or credits shall be made promptly.

(g) Quarterly limitation on payments statement. This paragraph (g) shall apply until final price revision under this contract has been completed.

(1) Within 45 days after the end of each quarter of the Contractor's fiscal year in which a delivery is first made (or services are first performed) and accepted by the Government under this contract, and for each quarter thereafter, the Contractor shall submit to the contract administration office (with a copy to the contracting office and the cognizant contract auditor) a statement, cumulative from the beginning of the contract, showing--

(i) The total contract price of all supplies delivered (or services performed) and accepted by the Government and for which final prices have been established;

(ii) The total costs (estimated to the extent necessary) reasonably incurred for, and properly allocable solely to, the supplies delivered (or services performed) and accepted by the Government and for which final prices have not been established;

(iii) The portion of the total target profit (used in establishing the initial contract price or agreed to for the purpose of this paragraph (g)) that is in direct proportion to the supplies delivered (or services performed) and accepted by the Government and for which final prices have not been established--increased or decreased in accordance with subparagraph (d)(2) above, when the amount stated under subdivision (ii), immediately above, differs from the aggregate target costs of the supplies or services; and

(iv) The total amount of all invoices or vouchers for supplies delivered (or services performed) and accepted by the Government (including amounts applied or to be applied to liquidate progress payments).

(2) Notwithstanding any provision of this contract authorizing greater payments, if on any quarterly statement the amount under subdivision (1)(iv) above exceeds the sum due the Contractor, as computed in accordance with subdivisions (1)(i), (ii), and (iii) above, the Contractor shall immediately refund or credit to the Government the amount of this excess. The Contractor may, when appropriate, reduce this refund or credit by the amount of any applicable tax credits due the Contractor under 26 U.S.C. 1481 and by the amount of previous refunds or credits effected under this clause. If any portion of the excess has been applied to the liquidation of progress payments, then that portion may, instead of being refunded, be added to the unliquidated progress payment account consistent with the Progress Payments clause. The Contractor shall provide complete details to support any claimed reductions in refunds.

(3) If the Contractor fails to submit the quarterly statement within 45 days after the end of each quarter and it is later determined that the Government has overpaid the Contractor, the Contractor shall repay the excess to the Government immediately. Unless repaid within 30 days after the end of the statement submittal period, the amount of the excess shall bear interest, computed from the date the quarterly statement was due to the date of repayment, at the rate established in accordance with the Interest clause.

(h) Subcontracts. No subcontract placed under this contract may provide for payment on a cost-plus-a-percentage-of-cost basis. The Contractor shall--

(1) Insert in each price redetermination or incentive price revision subcontract the substance of paragraph (g), above, and of this paragraph (h), modified to omit mention of the Government and to reflect the position of the Contractor as purchaser and of the subcontractor as vendor, and to omit that part of subparagraph (g)(2) above relating to tax credits; and

(2) Include in each cost-reimbursement subcontract a requirement that each lower-tier price redetermination or incentive price revision subcontract contain the substance of paragraph (g) above and of this paragraph (h), modified as required by subparagraph…