FA6643-11-R-0003.doc

Section A - Solicitation/Contract Form

SF1442 CONTINUATION

A. Sections K, L and M will be removed and not be a part of any resultant contract.

B. All questions must be submitted no later than 10 days before RFP closing date.

C. The Government anticipates award of not more than ten (10) contracts.

D. Basic contracts will be written with a 60-month ordering period. Performance period will be specified with each task order for each project awarded under the COMPEC II. No task order will be issued after the 60-month period; however, in accordance with FAR 52.216-20, “Indefinite Quantity” the period of performance can extend 36 months after the ordering period ends. Each individual task order will identify any applicable bond delivery period, notice to proceed date, start work date, material submittal period, and /or material submittal review period.

NOTE: FOR ANY QUESTIONS REGARDING THIS REQUEST FOR PROPOSAL PACKAGE CONTACT THE CONTRACTING OFFICER ONLY. QUESTIONS ARE TO BE IN WRITING ONLY.

CONTRACTING OFFICER: JANA MCNEAL

TELEPHONE: (478) 327-0587

FAX: (478) 327-0722

EMAIL: jana.mcneal@us.af.mil

Section B - Supplies or Services and Prices

B

B-1 SUPPLIES OR SERVICES

The contractor shall provide services in accordance with this contract and the Statement of Work (SOW), Section J, Attachment 1. The contract will have a sixty-month ordering period.

B-2 CLAUSES AND PROVISIONS

(a) Clauses and provisions from the Federal Acquisition Regulation (FAR) and supplements thereto are incorporated in this document by reference and in full text. Those incorporated by reference have the same force and effect as if they were given in full text.

(b) The offeror should complete and submit the required clauses and provisions with their proposal. Clauses and provisions can be found in full text and accessed electronically at http://farsite.hill.af.mil.

(c) Clauses and provisions in this document will be numbered in sequence, but will not necessarily appear in consecutive order.

B-3 MULTIPLE PAYMENT OFFICES

Multiple payment offices are allowable on the contract and that payment office information will be stated on each individual order.

CONSTRUCTION SERVICES

FFP

The contractor shall perform services in accordance with the Statement of Work, Attachment 1 to Section J entitled "Basic Statement of Work for COMPEC". Specific scope of effort will be detailed under subsequent task order Statements of Work (SOW) issued hereunder against this basic SOW. Specific Davis-Bacon Wage Determinations will be detailed under subsequent task orders.

FOB: Destination

SIGNAL CODE: C

MAX

NET AMT

REPORTS AND DATA EXHIBIT

FFP

associated with CLIN 0001. The contractor shall perform services in accordance with the Statement of Work, Attachment 1 to Section J entitled, "Basic Statement of Work for COMPEC". Specific scope of effort will be detailed under subsequent task order Statements of Work (SOW) issued hereunder against this basic SOW. Pricing for this ClIN shall be incorporated under CLIN 0001. This CLIN is Not Separately Priced (NSP).

FOB: Destination

SIGNAL CODE: C

MAX

NET AMT

Section C - Descriptions and Specifications C

C-1 INCORPORATED DOCUMENTS/REQURIEMENTS

1. The work to be performed will be in accordance with the Statement of Work (SOW) set forth in Attachment 1 as listed in Section J and as stated in Section B of this contract. Specific work requirements will be identified in SOW attached to the individual Task Order(s).

2. Specific data deliverable requirements will be identified in individual Task Orders

Section E - Inspection and Acceptance

INSPECTION AND ACCEPTANCE TERMS

Supplies/services will be inspected/accepted at:

CLAUSES INCORPORATED BY REFERENCE

Section F - Deliveries or Performance F

F-1 PERIOD OF PERFORMANCE

Period of performance under this contract shall be from 01 Dec 2011 through 60 months for ordering purposes. Specific period of performance for individual task orders will be negotiated at the task order level. No task order will be issued after the 60-month period; however, in accordance with FAR 52.216-20, “Indefinite Quantity” the period of performance can extend 36 months after the ordering period ends.

CLAUSES INCORPORATED BY REFERENCE

Section G - Contract Administration Data G

G-1 ACCOUNTING AND APPROPRIATION DATA

Accounting and appropriation data will be set forth on individual orders issued hereunder.

Section H - Special Contract Requirements

H

H-1 GOVERNMENT FURNISHED PROPERTY

The Government shall furnish to the Contractor, or the Contractor shall be authorized to obtain via Contractor Acquired Property, for use in the performance of this contract the property set forth in the task orders, where applicable, in accordance with the requirements of the “Government Property clause in Section I.

H-2 DAVIS-BACON REQUIREMENTS

The contractor hereby agrees to comply with the Davis-Bacon Act and related clauses when work on a Task Order contains construction efforts costing in excess of $2,000. All applicable clauses are set forth in Section I, Contract Clauses, of this contract and as stipulated in FAR 22.407(a) and (c).

In accordance with FAR 232.1012-1, entitled “Prevailing Wage Determinations,” the General Decision Number and Publication Date will be provided on each Task Order.

H-3 NOTICE OF NON-ALLOWABILITY OF DIRECT CHARGES FOR GENERAL PURPOSE OFFICE EQUIPMENT AND GENERAL PURPOSE AUTOMATED DATA PROCESSING EQUIPMENT

(a) Notwithstanding the ALLOWABLE COST AND PAYMENT CLAUSE, 52.216-7, of Section I, costs for the acquisition of General Purpose Office Equipment (GPOE) and Information Technology (IT) shall not be considered as an allowable direct charge to this contract.

(b) GPOE refers to the equipment normally found in a business office such as desks, chairs, calculators, file cabinets, etc., obtainable on the open market. IT is defined in FAR 2.101.

H-4 TEAMING ARRANGEMENTS

(a) If this contract is awarded from an offer submitted on the basis of a teaming arrangement, the Government’s consideration of the Contractor for placement of task orders will reflect the teaming arrangement. In the event that the teaming arrangement is dissolved or significantly changed, the Government reserves the right to reconsider the suitability of the changed arrangements for purposes of issuing task orders.

(b) Should it become advantageous to deviate from the initial teaming arrangement, the Contractor should request approval from the Contracting Officer before making such arrangements.

(c) This does not authorize Contractor teaming arrangements in violation of antitrust statutes or limit the Government’s rights to require consent to subcontract. The prime Contractor is held fully responsible for contract performance, regardless of any team arrangement between the prime Contractor and its subcontractors.

(d) Notwithstanding the above teaming arrangements and issues relating to consent, all teaming arrangement (subcontract) pricing must be supported in accordance with FAR 15.404-3. Subcontract cost and pricing data, as appropriate, should be presented in task order proposals.

(e) The following subcontractors were evaluated during source selection and are considered to be team members.

(Insert Company Name and CAGE code)

H-5 KEY PERSONNEL – CONTRACT LEVEL

(a) The Contractor agrees to assign under the contract those personnel whose credentials; experience and expertise meet the qualification requirements identified as Key Personnel in Section M.

(b) The Contractor agrees that a partial basis of award of this contract will be the key personnel proposed. Accordingly the Contractor agrees to assign under the contract those key personnel whose credentials, experience and expertise were provided with the proposal and which meet the qualification requirements, necessary to fulfill the requirements of the contract.

(c) The COMPEC Contracting Officer and COMPEC Program Manager/COR shall be notified of any proposed changes at least ten (10) days in advance. The government reserves the right to reject proposed changes in key personnel. Such notification shall include:

· an explanation of the circumstances necessitating the substitution

· a complete resume of the proposed substitute and

· any other information that supports the qualifications requirements which will assist the COMPEC Contracting Officer and COMPEC Program Manager/COR in a determination that the Contractor is maintaining the same level of expertise of personnel as those included at the time of award.

(d) The following labor categories are designated as key personnel:

KEY PERSONNEL

NAME

Program Manager

Program QA/QC Manager

Program Construction Manager

Program Health and Safety Manager

H-6 ELECTRONIC DISTRIBUTION

In accordance with FAR 52.216-18 (Section I, below) authorization for electronic commerce distribution of task orders is herewith provided. Task orders issued hereunder may be issued by facsimile or through electronic distribution.

H-7 CONTRACTOR GENERATED REFUSE

All Contractor generated refuse and waste shall be hauled from the construction site to a disposal area to be selected by the Contractor and shall be located outside the physical boundaries of the installation. This refuse and waste material shall be hauled in trucks with tight fitting covers to prevent spillage on roadways. The construction site shall be kept neat, orderly, and safe for workmen at all times.

The contractor shall take positive action to prevent work-generated refuse from entering the sewer system.

H-8 UTILITY OUTAGES

Utility outages will not be permitted on weekends. All utility outages will be coordinated with the using agency through the cognizant Administrative Contracting Officer (ACO). The Contractor will provide written notice to the ACO not less than ten (10) days prior to the required outage. All work shall be coordinated and arranged to insure that the outage will be of a minimum duration. In the event a scheduled outage is cancelled by the Government, notification shall be given to the Contractor at least 24 hours in advance of the time for the outage to start and the Contractor waives his right to any claim for equitable adjustment or increased cost of performance under this contract as a result of this cancellation. Once an outage is arranged and work has begun, work must go on until the utility is restored to the affected facility.

H-9 SAFETY BARRICADES AND WARNING SIGNS

Adequate barricades, warning signs and flares shall be furnished, installed, and maintained by the contractor for indoor and outdoor hazards related to the subject construction in accordance with the contract clause 52.236-13 in Section I. Additionally, outdoor barricades shall be as specified in individual task orders issued hereunder.

H-10 RECORD DRAWINGS

Record drawings showing existing underground utilities will be provided or made available to the Contract AS SPECIFIED IN INDIVIDUAL TASK ORDERS ISSUED HEREUNDER. Any utility-line shown on the record drawings (or made known to the Contractor) and damaged during construction work, will be repaired immediately by the Contractor at no cost to the Government.

H-11 LEGAL HOLIDAYS

Unless otherwise stated in individual task orders, Air Force personnel will observe the following legal holidays at the work site:

New Year’s Day; Martin Luther King’s Birthday; President’s Day; Memorial Day; Independence Day; Labor Day; Columbus Day; Veteran’s Day; Thanksgiving Day; Christmas Day.

NOTE: Any of the above holidays falling on a Saturday will be observed on the proceeding Friday. Holidays falling on a Sunday will be observed on the following Monday.

H-12 WEATHER CONDITIONS

Upon receipt by the Contracting Officer of a severe weather warning with anticipated winds of 35 knots or higher in location will be specified in individual task orders issued hereunder, the following sequence of actions will be carried out:

The Contracting Officer or Contracting Officer Representative (COR) will notify the Contractor of the severe weather warning. The Contracting Officer or COR will instruct the Contractor to secure all his materials or equipment, and the Contractor will take immediate action to tie down, remove, protect, or secure his materials and equipment to the satisfaction of the Air Force Inspector in order to reasonably assure the Government property will not be damaged. If the Contractor fails or refuses to secure materials and equipment to the satisfaction of the Air Force Inspector, Air Force personnel will accomplish the work and the cost thereof will be charged to the Contractor.

The Failure of the Government to notify the Contractor of severe weather shall not give rise to any liability of the Government for damages resulting there from.

H-13 CLEAN-UP OF BASE ACCESS ROUTES OUTSIDE OF THE CONSTRUCTION LIMITS AND STAGING AREA

All mud, dirt, debris, foreign objects, or spills of any kind from the Contractor’s operations (including subcontractors and suppliers) on a street or parking lot, used as access to the work site or staging areas, shall be cleaned off the same day the clean-up is required.

H-14 ISSUE AND CONTROL OF CONTRACTOR IDENTIFICATION CREDENTIALS

The Contractor will be responsible for insuring that all base passes from Contractor personnel, subcontractor personnel and supplier personnel are accounted at the end of each task order. Prior to final payment, the Contractor is required to provide a letter from the Base Pass and Identification office that indicates all base passes have been accounted. All lost base passes shall be reported immediately to the Contracting Officer and the Base Pass and Identification Office.

H-15 UNAVAILABLE TOILET FACILITIES

Except as specified in task orders issued hereunder, toilet facilities are not available for use by contractor personnel. The Contractor shall provide portable toilet facilities at no additional cost to the Government. Chemical toilets must be serviced regularly, and will be subject to Government inspection by Base Medical Officer. All sanitary deficiencies shall be correct within 24 hours of the inspection.

H-16 CERTAIN STATE/LOCAL TAXES APPLICABLE TO CONTRACTS

There are certain State/Local Taxes that may be applicable to Task Orders issued hereunder. The Offeror shall contact the cognizant State or Local taxing office to determine the taxes and the base upon which such taxes must be paid. Such taxes, if any, shall be considered as being included in the Offeror’s price as state in the bid schedule, Section B. These taxes may be applicable to out-of-state firms as well.

H-17 GOVERNMENT DOWN TIME FOR VARIOUS AUTHORITIES INCLUDING, BUT NOT LIMITED TO, THE PRESIDENT, SECRETARY OF DEFENSE, SECRETARY OF THE AIR FORCE

(a) Base Closures Due to Emergencies. From time to time, the Center or Base Commander may decide to close all or part of the base in response to an unforeseen emergency or similar occurrence. Sample emergencies include, but are not limited to, adverse weather such as snow or flood, an act of God such as a tornado or earthquake, acts of war or terrorism, computer failures, or a base disaster such as a natural gas leak or fire. Contractor personnel are “non-essential personnel” for purposes of any instructions regarding the emergency.

(1) Contractor shall be officially dismissed upon notification of a base closure in accordance with paragraph (b) below. Contractor shall promptly secure all government furnished property appropriately and evacuate in an expedient but safe manner.

(2) With regard to work under the contract, the government shall retain the following options:

(i) Government may grant a time extension in each task order delayed by the closure equal to the time of the closure, subject to availability of funds.

(ii) Government may forego the work. The contractor will not be paid for work not performed.

(iii) Government may reschedule the work on any day satisfactory to both parties.

(iv) In rare instances, Government may request that the Contractor continue on-site performance during the base closure period. Such a request shall be subject to agreement by Contractor.

(b) Base Closure Notification Procedures.

(1) After an official decision to close the installation has been made by the Base Commander, local television and radio stations will be notified of the closure.

(2) The Contractor is directed to listen or watch one of the local radio or television stations for notification of a base closure. Contractor should follow instructions intended for non-essential personnel.

(3) The contractor will not receive any other form of notification of a base closure from the government. The Contractor is responsible for notification of his or her employees.

(4) If the decision to close all or part of the base is made during the duty day, the Base Commander’s decision is transmitted through official notification channels, and the Contractor shall follow the instructions as given. Contractor personnel shall notify their COR and act in accordance with the COR’s instruction.

(c) Base Closure Due to Non-Emergencies. The Center or Base Commander may elect to close all or part of the base for non-emergency reasons such as time-off award, base open house, etc. In the event of a non-emergency base closure, the COR and the Contractor shall jointly choose a course of action within the following options:

(1) If there is a need for the service during the base closure and a government employee will be present, Contractor may continue on-site work. Contractor shall bill the Government in accordance with the contract.

(2) If there is no need for the service during the scheduled base closure, contractor shall not work on or off-site. Government may grant a time extension in each task order delayed by the closure equal to the amount of time of the closure, subject to the availability of funds. The government will not be liable for time not worked.

H-18 INDEFINITE QUANTITY CONTRACTS

This is an Indefinite-Quantity contract as contemplated by FAR 16.504. The maximum individual task order amount which the Contractor is obligated to honor is the amount of $10,000,000.00 and the minimum is award guaranteed amount is $100,000.00 and the minimum order amount is $25,000.00, as referenced in 52.216-19. The minimum guaranteed amount shall be met by obligating $100,000.00 by the issuance of a Task Order at the time of basic contract award.

The ordering period for the contract is from date of award through 60 months. The total program ceiling amount is $400,000,000.00 which may only be increased after obtaining appropriate approvals. Historic, current and/or projected workload requirements will be used to determine the amount of upward adjustment.

The dollar amount of orders placed on any one contract cannot be determined in advance. Task Orders will be placed in accordance with the terms of this contract.

H-19 FAIR OPPORTUNITY TASK ORDER PROCEDURES

A. Task Order (TO) Procedures

1. In accordance with the Federal Acquisition Streamlining Act and FAR 16.505(b), the CO will provide each awardee a fair opportunity to be considered for each order in excess of $3,000 pursuant to the procedures established in paragraph B below unless:

a. The agency need for supplies or services is so urgent that providing such opportunity would result in unacceptable delays;

b. Only one awardee is capable of providing such supplies or services required at the level of quality required because the supplies or services ordered are unique or highly specialized;

c. The order must be based on a sole source basis in the interest of economy and efficiency as a logical follow-on to a TO already issued under this contract, provided that all multiple awardees were given fair opportunity to be considered for the original order; or

d. It is necessary to place an order to satisfy a minimum guarantee.

2. The Contractor shall, within the time specified in the task order RFP, provide the Contracting Officer with the number of hard copies and electronic copies of the proposal as requested in the RFP. The task order cost estimate and any documents which show the computation of costs and rates shall also be furnished in Microsoft Excel files and include all cell formulas.

3. A detailed cost proposal should be submitted in accordance with the instructions set forth in the task order RFP and FAR 15.403-5, Table 15-2.

B. Procedures for Providing a Fair Opportunity for Consideration on each Requirement

1. To determine which awardees the Government will ask to submit technical/price proposals and to provide the fair opportunity as required by FAR 16.505(b)(1), the Government will examine information already in the Government’s possession including:

A. Contractor Performance on prior TO’s.

(1) Quality of Work

(2) Customer Satisfaction/Timely Completion of Previous TO’s

(3) Cost Efficient Management Approach

(4) Relevancy to Current Requirement

B. Specific Technical and/or Management Capabilities

C. Proximity to Proposed Work Site

D. Potential Impact on other orders placed with Contractor

E. Small Business Subcontracting Participation

Other factors as determined by the PCO may also be considered. The Government may request additional information from each contractor when the PCO determines such information is necessary to fairly consider each contractor for an award of a TO.

The Government will utilize the above criteria to promote competition at the task order level. The Government will conduct an annual administrative review of the Fair Opportunity ordering process.

2. After proposals are requested and received, the Government will make an integrated evaluation of the proposals and award to the contractor offering the best value to the Government. Each TO will identify the evaluation factors and the relative importance.

3. This clause does not guarantee the contractor issuance of any task order above the minimum guarantee(s) stated in FAR 52.216-19 of this contract.

4. Under the provisions of the Federal Acquisition Streamlining Act of 1994, 10 U.S.C. 2304© (Public Law 103.355), a protest is not authorized in connection with the issuance or proposed issuance of a task or delivery order except for a protest on the grounds that the order increases the scope, period, or maximum value of the contract under which the order is issued.

5. For this contract, the designated task or delivery order ombudsman is identified in 5352.201-9101. The task or delivery order ombudsman is responsible for reviewing complaints from multiple award contractors and ensuring that all of the contractors are afforded a fair opportunity to be considered for task and delivery orders in excess of $3,000, consistent with procedures in the contract. However, it is not within the designated task or delivery order contract ombudsman’s authority to prevent the issuance of an order or disturb an existing order.

6. This contract vehicle is primarily for use by the Air Force Reserve Command (AFRC) host installations, but may be made available for use by other Federal agencies after approval by HQ AFRC and the AFRC contracting officer. Actual task orders may only be placed by designated warranted COs.

H-20 DECENTRALIZED ORDERING PROCEDURES

This acquisition is for a command-wide contract that will be used by various Air Force Reserve Command (AFRC) contracting offices for O&M Program Execution in support of the AFRC mission. Work to support this requirement will be located at the various AFRC host bases, active duty bases where there is an AFRC unit that is a tenant and the contractor’s facility. After execution of a Memorandum of Agreement, non HQ AFRC users may received access to this contract for the purpose of awarding, administering, and closing out their own task orders (TO) by submitting a Job Control Number (JCN) form with the appropriate attachments to HQ AFRC/A7PM for SOW review and coordination through HQ AFRC/A7KA. AFRC POC’s are identified below:

Contracting Officer:

Jana McNeal, HQ AFRC/A7KA

Comm. 478-327-0587, DSN 497-0587

E-Mail: Jana.McNeal@us.af.mil

Program Manager:

Tim Greene, HQ AFRC/A7PM

Comm. 478-327-1049, DSN 497-1049

E-Mail: Timothy.Greene@us.af.mil

Alt Program Manager:

The requesting users(s) should be prepared to provide the following:

1. The name(s), phone, Fax, E-mail contact information for the requesting CO and Technical POC.

2. JCN Worksheet

3. Amount of Program Ceiling Requested with complete government estimate

4. Period of Performance

5. The requesting user(s) proof of funding

6. Requesting user’s two-digit position code for order serial numbers as defined in the Defense Federal Acquisition Regulation Supplement (DFARS) at: http://www.acq.osd.mil/dpap/dars/order_code_assignments.html

7. The requesting user(s) project number.

If the proposed project is determined to be within scope, funded, and a ceiling capacity is available, HQ AFRC will sign the JCN, issue a control number to the user, and provide information about the HQ AFRC contracts.

Contractors shall not respond or accept taskings without a JCN.

Award documentation, modifications and close out documents shall be provided to the HQ AFRC POC within 5 business days of execution.

The user is responsible for the timely task order/modification and close-out submission at the completion of the task.

H-21 RESERVED

H-22 ORGANIZATIONAL CONFLICT OF INTEREST

1) Purpose: The primary purpose of this clause is to aid in ensuring that:

a) The contractor’s objectivity and judgment are not biased because of its present or planned interest which relate to work under this contract;

b) The Contractor does not obtain unfair competitive advantage by virtue of its access to non-public information regarding the Government’s program plans and actual or anticipated resources; and

c) The contractor does not obtain unfair competitive advantage by virtue of its access to proprietary information belonging to others.

2) Scope: Organizational Conflict of Interest (OCI) rules, procedures and responsibilities as described in FAR Subpart 9.5 shall be applicable to this contract and any resulting subcontracts.

a) The general rules in FAR 9.505-1 through 9.505-4 and the restrictions described herein shall apply to performance or participation by the Contractor and any of its affiliates or their successors-in-interest (hereafter collectively referred to as “Contractor”) in the activities covered by this contract as prime Contractor, subcontractor, co-sponsor, joint venture consultant, or in any similar capacity.

b) If after award the Contractor discovers an OCI or potential OCI with respect to this contract, the Contractor agrees that a prompt and full disclosure shall be made in writing to the Contracting Officer which shall include a description of the contractor actions proposed to avoid or mitigate such conflicts(s). If the proposed Contractor actions are acceptable to the Contracting Officer, the Contractor shall modify, if necessary, their OCI plan to incorporate the actions.

3) Access to and Use of Government Information: IF the Contractor, in performance of this contract, obtains access to Government information such as plans, policies, reports, studies, financial plans, 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:

a) Use such information for any private purpose:

b) Compete for work based on such information for a period of two years after the completion of this contract, or until such information is released or otherwise made public;

c) Submit an unsolicited proposal to the Government based on such information;

d) Release such information

4) Access to and Protection of Proprietary Information: The Contractor agrees to treat proprietary data in accordance with the provisions of FAR 9.505-4. The Contractor shall enter into a written agreement for the protection of the proprietary data of others and exercise diligent effort to protect such proprietary data from unauthorized use or disclosure.

5) Subcontracts: The Contractor shall include this clause in consulting agreements and subcontracts of any tier. The terms “contract”, “Contractor”, and “Contracting Officer” shall be appropriately modified to preserve the Government’s rights.

6) Remedies and Waiver: For breach of any of the above restrictions or for nondisclosure of misrepresentation of any relevant facts required to be disclosed concerning this contract, 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. If, however, in compliance with this clause, the Contractor discovers and promptly reports an OCI (or potential thereof) subsequent to contract award, the Contracting Officer may permit continued performance under the contractor’s plan of mitigation or terminate this contract or task order, whichever is applicable, for convenience of such termination is deemed to be in the best interests of the Government.

7) Government Indemnity: The Contractor shall hold the Government harmless and indemnify the Government as to any cost or loss resulting from the unauthorized use or disclosure of third part information data or software by the Contractor, its employees, subcontractors or agents.

Section I - Contract Clauses

CLAUSES INCORPORATED BY REFERENCE

CLAUSES INCORPORATED BY FULL TEXT

52.211-10 COMMENCEMENT, PROSECUTION, AND COMPLETION OF WORK (APR 1984)

The Contractor shall be required to (a) commence work under this contract within TO BE DETERMINED AT THE TASK ORDER LEVEL* calendar days after the date the Contractor receives the notice to proceed, (b) prosecute the work diligently, and (c) complete the entire work ready for use not later than TO BE DETERMINED AT THE TASK ORDER LEVEL.

* The time stated for completion shall include final cleanup of the premises.

*The Contracting Officer shall specify either a number of days after the date the contractor receives the notice to proceed, or a calendar date.

(End of clause)

CLAUSES INCORPORATED BY FULL TEXT

52.211-12 LIQUIDATED DAMAGES--CONSTRUCTION (SEP 2000)

(a) If the Contractor fails to complete the work within the time specified in the contract, the Contractor shall pay liquidated damages to the Government in the amount of TO BE DETERMINED AT THE TASK ORDER LEVEL for each calendar day of delay until the work is completed or accepted.

(b) If the Government terminates the Contractor's right to proceed, liquidated damages will continue to accrue until the work is completed. These liquidated damages are in addition to excess costs of repurchase under the Termination clause.

(End of clause)

CLAUSES INCORPORATED BY FULL TEXT

52.215-21 REQUIREMENTS FOR CERTIFIED COST OR PRICING DATA OR INFORMATION OTHER THAN CERTIFIED COST OR PRICING DATA--MODIFICATIONS (OCT 2010)—ALTERNATE IV (OCT 2010)

(a) Submission of certified cost or pricing data is not required.

(b) Provide data described below: Data and format required will be determined at the time of the request for data, including the access to records necessary to permit an adquate evaluation of the proposed price in accordance with 15.403-3.

(End of clause

52.216-7 ALLOWABLE COST AND PAYMENT (DEC 2002)

(a) Invoicing.

(1) The Government will make payments to the Contractor when requested as work progresses, but (except for small business concerns) not more often than once every 2 weeks, in amounts determined to be allowable by the Contracting Officer in accordance with Federal Acquisition Regulation (FAR) subpart 31.2 in effect on the date of this contract and the terms of this contract. The Contractor may submit to an authorized representative of the Contracting Officer, in such form and reasonable detail as the representative may require, an invoice or voucher supported by a statement of the claimed allowable cost for performing this contract.

(2) Contract financing payments are not subject to the interest penalty provisions of the Prompt Payment Act. Interim payments made prior to the final payment under the contract are contract financing payments, except interim payments if this contract contains Alternate I to the clause at 52.232-25.

(3) The designated payment office will make interim payments for contract financing on the 30th day after the designated billing office receives a proper payment request.

In the event that the Government requires an audit or other review of a specific payment request to ensure compliance with the terms and conditions of the contract, the designated payment office is not compelled to make payment by the specified due date.

(b) Reimbursing costs. (1) For the purpose of reimbursing allowable costs (except as provided in subparagraph (b)(2) of the clause, with respect to pension, deferred profit sharing, and employee stock ownership plan contributions), the term "costs" includes only--

(i) Those recorded costs that, at the time of the request for reimbursement, the Contractor has paid by cash, check, or other form of actual payment for items or services purchased directly for the contract;

(ii) When the Contractor is not delinquent in paying costs of contract performance in the ordinary course of business, costs incurred, but not necessarily paid, for--

(A) Supplies and services purchased directly for the contract and associated financing payments to subcontractors, provided payments determined due will be made--

(1) In accordance with the terms and conditions of a subcontract or invoice; and

(2) Ordinarily within 30 days of the submission of the Contractor's payment request to the Government;

(B) Materials issued from the Contractor's inventory and placed in the production process for use on the contract;

(C) Direct labor;

(D) Direct travel;

(E) Other direct in-house costs; and

(F) Properly allocable and allowable indirect costs, as shown in the records maintained by the Contractor for purposes of obtaining reimbursement under Government contracts; and

(iii) The amount of financing payments that have been paid by cash, check, or other forms of payment to subcontractors.

(2) Accrued costs of Contractor contributions under employee pension plans shall be excluded until actually paid unless--

(i) The Contractor's practice is to make contributions to the retirement fund quarterly or more frequently; and

(ii) The contribution does not remain unpaid 30 days after the end of the applicable quarter or shorter payment period (any contribution remaining unpaid shall be excluded from the Contractor's indirect costs for payment purposes).

(3) Notwithstanding the audit and adjustment of invoices or vouchers under paragraph (g) of this clause, allowable indirect costs under this contract shall be obtained by applying indirect cost rates established in accordance with paragraph (d) of this clause.

(4) Any statements in specifications or other documents incorporated in this contract by reference designating performance of services or furnishing of materials at the Contractor's expense or at no cost to the Government shall be disregarded for purposes of cost-reimbursement under this clause.

(c) Small business concerns. A small business concern may receive more frequent payments than every 2 weeks.

(d) Final indirect cost rates. (1) Final annual indirect cost rates and the appropriate bases shall be established in accordance with Subpart 42.7 of the Federal Acquisition Regulation (FAR) in effect for the period covered by the indirect cost rate proposal.

(2)(i) The Contractor shall submit an adequate final indirect cost rate proposal to the Contracting Officer (or cognizant Federal agency official) and auditor within the 6-month period following the expiration of each of its fiscal years. Reasonable extensions, for exceptional circumstances only, may be requested in writing by the Contractor and granted in writing by the Contracting Officer. The Contractor shall support its proposal with adequate supporting data.

(ii) The proposed rates shall be based on the Contractor's actual cost experience for that period. The appropriate Government representative and the Contractor shall establish the final indirect cost rates as promptly as practical after receipt of the Contractor's proposal.

(3) The Contractor and the appropriate Government representative shall execute a written understanding setting forth the final indirect cost rates. The understanding shall specify (i) the agreed-upon final annual indirect cost rates, (ii) the bases to which the rates apply, (iii) the periods for which the rates apply, (iv) any specific indirect cost items treated as direct costs in the settlement, and (v) the affected contract and/or subcontract, identifying any with advance agreements or special terms and the applicable rates. The understanding shall not change any monetary ceiling, contract obligation, or specific cost allowance or disallowance provided for in this contract. The understanding is incorporated into this contract upon execution.

(4) Failure by the parties to agree on a final annual indirect cost rate shall be a dispute within the meaning of the Disputes clause.

(5) Within 120 days (or longer period if approved in writing by the Contracting Officer) after settlement of the final annual indirect cost rates for all years of a physically complete contract, the Contractor shall submit a completion invoice or voucher to reflect the settled amounts and rates.

(6)(i) If the Contractor fails to submit a completion invoice or voucher within the time specified in paragraph (d)(5) of this clause, the Contracting Officer may--

(A) Determine the amounts due to the Contractor under the contract; and

(B) Record this determination in a unilateral modification to the contract.

(ii) This determination constitutes the final decision of the Contracting Officer in accordance with the Disputes clause.

(e) Billing rates. Until final annual indirect cost rates are established for any period, the Government shall reimburse the Contractor at billing rates established by the Contracting Officer or by an authorized representative (the cognizant auditor), subject to adjustment when the final rates are established. These billing rates--

(1) Shall be the anticipated final rates; and

(2) May be prospectively or retroactively revised by mutual agreement, at either party's request, to prevent substantial overpayment or underpayment.

(f) Quick-closeout procedures. Quick-closeout procedures are applicable when the conditions in FAR 42.708(a) are satisfied.

(g) Audit. At any time or times before final payment, the Contracting Officer may have the Contractor's invoices or vouchers and statements of cost audited. Any payment may be (1) Reduced by amounts found by the Contracting Officer not to constitute allowable costs or (2) Adjusted for prior overpayments or underpayments.

(h) Final payment. (1) Upon approval of a completion invoice or voucher submitted by the Contractor in accordance with paragraph (d)(4) of this clause, and upon the Contractor's compliance with all terms of this contract, the Government shall promptly pay any balance of allowable…