Amendment 0003 Conformed.pdf

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until 04:00 PM local time 20 Jul 2009

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RATING PAGE OF PAGES

7. ISSUED BY

(Date)

IMPORTANT - Award will be made on this Form, or on Standard Form 26, or by other authorized official written notice.

Previous Edition is Unusable 33-134 STANDARD FORM 33 (REV. 9-97)

Prescribed by GSA FAR (48 CFR) 53.214(c)

DOA4 1 64

(If other than Item 7)

15A. NAME 16. NAME AND TITLE OF PERSON AUTHORIZED TO

AND

ADDRESS

SIGN OFFER (Type or print)

OF

OFFEROR

AMENDMENT NO. DATE

15B. TELEPHONE NO (Include area code) 17. SIGNATURE15C. CHECK IF REMITTANCE ADDRESS

IS DIFFERENT FROM ABOVE - ENTER

SUCH ADDRESS IN SCHEDULE.

18. OFFER DATE

1. THIS CONTRACT IS A RATED ORDER

UNDER DPAS (15 CFR 700)

2. CONTRACT NO.

H92222 8. ADDRESS OFFER TO

See Item 7

9. Sealed offers in original and copies for furnishing the supplies or services in the Schedule will be received at the place specified in Item 8, or if handcarried, in the depository located in

CAUTION - LATE Submissions, Modifications, and Withdrawals: See Section L, Provision No. 52.214-7 or 52.215-1. All offers are subject to all terms and conditions contained in this solicitation.

10. FOR INFORMATION

CALL:

A. NAME (NO COLLECT CALLS)

GLENN DERBY 813-826-7063

11. TABLE OF CONTENTS

SOLICITATION/ CONTRACT FORM

SUPPLIES OR SERVICES AND PRICES/ COSTS

1 - 2 3 - 19

X I CONTRACT CLAUSES

DESCRIPTION/ SPECS./ WORK STATEMENT X

PACKAGING AND MARKING 20

J LIST OF ATTACHMENTS

INSPECTION AND ACCEPTANCE

DELIVERIES OR PERFORMANCE

22 - 23

X K

REPRESENTATIONS, CERTIFICATIONS AND

OTHER STATEMENTS OF OFFERORS

CONTRACT ADMINISTRATION DATA X

SPECIAL CONTRACT REQUIREMENTS

OFFER (Must be fully completed by offeror) 24 - 26 X M

L INSTRS., CONDS., AND NOTICES TO OFFERORS

EVALUATION FACTORS FOR AWARD

NOTE: Item 12 does not apply if the solicitation includes the provisions at 52.214-16, Minimum Bid Acceptance Period.

is inserted by the offeror) from the date for receipt of offers specified above, to furnish any or all items upon which prices are offered at the price set opposite each item, delivered at the designated point(s), within the time specified in the schedule.

13. DISCOUNT FOR PROMPT PAYMENT

(See Section I, Clause No. 52.232-8)

14. ACKNOWLEDGMENT OF AMENDMENTS

(The offeror acknowledges receipt of amendments

AMENDMENT NO. DATE

to the SOLICITATION for offerors and related documents numbered and dated):

FACILITY

12. In compliance with the above, the undersigned agrees, if this offer is accepted within calendar days (60 calendar days unless a different period

SOLICITATION, OFFER AND AWARD

X

(X) SEC. DESCRIPTION (X) SEC. DESCRIPTION PAGE(S)

PART I - THE SCHEDULE

26. NAME OF CONTRACTING OFFICER (Type or print) 27. UNITED STATES OF AMERICA 28. AWARD DATE

EMAIL:TEL: (Signature of Contracting Officer)

CODE CODE

B. TELEPHONE (Include area code) C. E-MAIL ADDRESS

AWARD (To be completed by Government)

19. ACCEPTED AS TO ITEMS NUMBERED 20. AMOUNT 21. ACCOUNTING AND APPROPRIATION

22. AUTHORITY FOR USING OTHER THAN FULL AND OPEN COMPETITION:

10 U.S.C. 2304(c)( ) 41 U.S.C. 253(c)( ) (4 copies unless otherwise specified)

23. SUBMIT INVOICES TO ADDRESS SHOWN IN ITEM

24. ADMINISTERED BY (If other than Item 7) CODE 25. PAYMENT WILL BE MADE BY CODE

PART IV - REPRESENTATIONS AND INSTRUCTIONS

PART III - LIST OF DOCUMENTS, EXHIBITS AND OTHER AT TACHMENTS

27 - 45

PART II - CONTRACT CLAUSES

HQ USSOCOM SOAL-K

ATTN: GLENN DERBY

7701 TAMPA POINT BLVD

MACDILL AFB FL 33621 813-826-7063

813-826-7504FAX:

TEL:

FAX:

TEL:

NOTE: In sealed bid solicitations "offer" and "offeror" mean "bid" and "bidder".

SOLICITATION

6. REQUISITION/PURCHASE NO.5. DATE ISSUED

05 Jun 2009

4. TYPE OF SOLICITATION

SEALED BID (IFB)

NEGOTIATED (RFP)

[ X ]

3. SOLICITATION NO.

H92222-09-R-0027

Section SF 30 - BLOCK 14 CONTINUATION PAGE

1. The Statement of Objective (SOO) for Sample Task no. 4, entitled “Ground Mobility Vehicle (GMV) Repower, dated June 29, 2009, is hereby provided as attachment #25 of this Solicitation. This SOO includes the following documents referenced therein: Engine Upgrade Kit, M1165A1 W/B3 Armor Kit, and RH GEN II Kit. The SOO, including these documents, are posted in the Federal Business Opportunities (FBO) as requiring “explicit access” approval. Offerors are required to request explicit access from the Contracting Officer to review these documents.

Offerors shall submit their cost proposals for this task in accordance with Section L, paragraph L-3.3.1, no later than the date specified in block 9 of the Solicitation.

2. The description of CLIN 4004 is changed as listed in Section B below

3. CLIN 4005 is added as listed in Section B below to incorporate Sample Task no. 5. This task will be released on or about ten (10) days before proposal due date in paragraph L-1.3.1. This will be the last task added to the Solicitation.

4. Sections L and M are revised to add Sample Task no. 5 and clarify the requirements based on some of the questions received from Offerors.

Section B - Supplies or Services and Prices

ITEM NO SUPPLIES/SERVICES MAX

QUANTITY

UNIT UNIT PRICE MAX AMOUNT

0001 UNDEFINED

DATA

CPFF

Technical Data as set forth in Contract Data

Requirements List (DD Form 1423) hereinafter referred to as Exhibit A

(End of narrative B001)

Inspection

FOB: Destination

MAX COST

FIXED FEE

TOTAL MAX COST + FEE

UNIT UNIT PRICE MAX AMOUNT

1001 UNDEFINED

Base Period

CPFF

Perform system technical support services for Special Operations Forces Ground Mobility platform series of vehicles in accordance with Performance Work Statement (PWS), dated May 29, 2009.

The total estimated CPFF value of this CLIN, including fixed fee, at the time of award is $3,000,000. This estimated value is based on the Government’s estimate of work required during year 1.

Period of Performance is from date of award through one (1) year after date of award.

CPFF Completion type Task orders under this CLIN will be issued in accordance with H. 5 of this solicitation.

The CPFF price of this CLIN will be determined in accordance with clauses H.2 and H.5 of this solicitation.

UNIT UNIT PRICE MAX AMOUNT

1002 UNDEFINED

Year 2

CPFF

Perform system technical support services for Special Operations Forces Ground

Statement (PWS), dated June 9, 2009.

award is $3,000,000. This estimated value is based on the Government’s estimate of work required during year 2.

Period of Performance is one (1) year after date of award through two (2) years after date of award.

solicitation.

UNIT UNIT PRICE MAX AMOUNT

1003 UNDEFINED

Year 3

CPFF

Perform system technical support services for Special Operations Forces Ground award is $5,000,000. This estimated value is based on the Government’s estimate of work required during year 3.

Period of Performance is from two (2) years after date of award through three (3) years after date of award.

solicitation.

UNIT UNIT PRICE MAX AMOUNT

1004 UNDEFINED

Year 4

CPFF

Perform system technical support services for Special Operations Forces Ground award is $6,000,000. This estimated value is based on the Government’s estimate of work required during year 4.

Period of Performance is from three (3) years after date of award through four (4)

UNIT UNIT PRICE MAX AMOUNT

1005 UNDEFINED

Year 5

CPFF

Perform system technical support services for Special Operations Forces Ground award is $8,000,000. This estimated value is based on the Government’s estimate of work required during year 5.

Period of Performance is from four (4) years after date of award through five (5)

UNIT UNIT PRICE MAX AMOUNT

2001 UNDEFINED

Base Period

CPFF

Perform level of effort (LOE) system technical support services for Special Operations Forces Ground Mobility platform series of vehicles in accordance with Performance Work Statement (PWS), dated May 29, 2009.

Period of Performance is from date of award through one (1) year after date of award.

CPFF level-of-effort type solicitation.

The CPFF price of this CLIN will be determined in accordance with clauses H.2, H.4 and H.5 of this solicitation.

UNIT UNIT PRICE MAX AMOUNT

2002 UNDEFINED

Year 2

CPFF

Perform level of effort (LOE) system technical support services for Special with Performance Work Statement (PWS), dated June 9, 2009.

Period of Performance is from one (1) year after date of award through two (2) solicitation.

The CPFF price of this CLIN will be determined in accordance with clauses H.2, UNIT UNIT PRICE MAX AMOUNT

2003 UNDEFINED

Year 3

CPFF

Perform level of effort (LOE) system technical support services for Special

Period of Performance is from two (2) years after date of award through three (3) solicitation.

The CPFF price of this CLIN will be determined in accordance with clauses H.2, UNIT UNIT PRICE MAX AMOUNT

2004 UNDEFINED

Year 4

CPFF

Perform level of effort (LOE) system technical support services for Special

Period of Performance is from three (3) years after date of award through four (4) solicitation.

The CPFF price of this CLIN will be determined in accordance with clauses H.2, UNIT UNIT PRICE MAX AMOUNT

2005 UNDEFINED

Year 5

CPFF

Perform level of effort (LOE) system technical support services for Special

Period of Performance is from four (4) years after date of award through five (5) solicitation.

The CPFF price of this CLIN will be determined in accordance with clauses H.2, UNIT UNIT PRICE MAX AMOUNT

4001 UNDEFINED

Sample Task no. 1

CPFF

Evaluate and test 12 armor coupons in accordance with Performance Work Statement for Armor Coupon Testing, Attachment #2 of this solicitation.

The Offeror's cost proposal shall be prepared in accordance with Sections L and M of this solicitation.

Total Estimated Cost ________

Fixed Fee ________

Total CPFF price ________

Note: The Government reserves the right to order one (1) or all of the Sample Tasks under CLIN's 4001, 4002, 4003, 4004 and 4005 at the time of award. The Government will order at least one (1) Sample Task. The proposed amounts for all Sample Tasks will be used for evaluations purposes in accordance with Sections L and M. Therefore, the Offeror must provide CPFF prices for all Sample Tasks under Section B of this solicitation for the Offeror's proposal to be considered responsive.

UNIT UNIT PRICE MAX AMOUNT

4002 UNDEFINED

Sample Task no. 2

CPFF

Design modifications for Ground Mobility Vehicles (GMV) and produce proposed modifications in accordance with Statement of Objectives for Ground Mobility Vehicle Modifications, Attachment #3 of this solicitation.

Government will order at least one (1) Sample Task. The proposed amounts for all Sample Tasks will be used for evaluations purposes in accordance with Sections L and M. Therefore, the Offeror must provide CPFF prices for all Sample Tasks under Section B of this solicitation for the Offeror's proposal to be

UNIT UNIT PRICE MAX AMOUNT

4003 UNDEFINED

Sample Task no. 3

CPFF

Test and evaluate Run Flat Systems for the GMV in accordance with Performance Work Statement entitled GROUND MOBILITY VEHICLE (GMV) RUN FLAT SYSTEMS, dated June 17, 2009, Attachment # 24 of this

Government will order at least one (1) Sample Task. The proposed amounts for all Sample Tasks will be used for evaluations purposes in accordance with Sections L and M. Therefore, the Offeror must provide CPFF prices for all Sample Tasks under Section B of this solicitation for the Offeror's proposal to be

UNIT UNIT PRICE MAX AMOUNT

4004 UNDEFINED

Sample Task no. 4

CPFF

Test and evaluate the power-train and suspension upgrades on the Ground Mobility Vehicle (GMV) in accordance with Statement of Objective (SOO) entitled "GMV Repower", dated June 29, 2009, attachment #25 of this

Tasks under CLIN's 4001, 4002, 4003, 4004, and 4005 at the time of award. The Government will order at least one (1) Sample Task. The proposed amounts for all Sample Tasks will be used for evaluations purposes in accordance with Sections L and M. Therefore, the Offeror must provide CPFF prices for all Sample Tasks under Section B of this solicitation for the Offeror's proposal to be

UNIT UNIT PRICE MAX AMOUNT

4005 UNDEFINED

Sample Task no. 5

CPFF

The soliciation will be amended to provide this Sample Task in accordance with Sections L and M.

Tasks under CLIN's 4001, 4002, 4003, 4004, and 4005 at the time of award. The Government will order at least one (1) Sample Task. The proposed amounts for all Sample Tasks will be used for evaluations purposes in accordance with Sections L and M. Therefore, the Offeror must provide CPFF prices for all Sample Tasks under Section B of this solicitation for the Offeror's proposal to be

CONTRACT MINIMUM/MAXIMUM QUANTITY AND CONTRACT VALU E

The minimum quantity and contract value for all orders issued against this contract shall not be less than the minimum quantity and contract value stated in the following table. The maximum quantity and contract value for all orders issued against this contract shall not exceed the maximum quantity and contract value stated in the following table.

MINIMUM

QUANTITY

MINIMUM

AMOUNT

MAXIMUM

QUANTITY

MAXIMUM

AMOUNT

$500,000.00 $25,000,000.00

CLIN DELIVERY/TASK ORDER MINIMUM/MAXIMUM QUANTITY A ND CLIN ORDER VALUE

The minimum quantity and order value for the given Delivery/Task Order issued for this CLIN shall not be less than the minimum quantity and order value stated in the following table. The maximum quantity and order value for the given Delivery/Task Order issued for this CLIN shall not exceed the maximum quantity and order value stated in the following table.

CLIN

MINIMUM

QUANTITY

MINIMUM

AMOUNT

MAXIMUM

QUANTITY

MAXIMUM

AMOUNT

Section D - Packaging and Marking

PACKAGING AND MARKING

D.1 Preservation and Packaging.

D.1.1 Any hardware deliverable under the contract shall be packaged and packed in accordance with best commercial practice to ensure arrival at destination without damage, unless otherwise required by work directive.

D.1.2 Any software and/or technical data required to be delivered under this contract shall be packaged in accordance with standard commercial practices to ensure safe arrival at destination without damage to contents.

D.2 Marking.

D.2.1 Software/technical data shall be marked with the name and address of the consignor, consignee and contract number.

D.2.2 All materials delivered under the contract shall be marked and tagged with the identification of the material or item, the contract number and the contractors name and address.

Section E - Inspection and Acceptance

DATA ITEMS

E. 1 Specific inspection and acceptance requirements will be provided in each task order issued under this basic contract. Upon completion of each task order, the contractor shall provide a final report to the Government. The Government’s acceptance of the final report will constitute acceptance of the services required under each task order.

E . 1 Inspection Point: Destination

The DD Form 1423 requirements will be specified in each task order issued under this basic contract.

E. 1. 1 The required destination shall be at the address specified for the applicable data item listed on the Contract Data Requirements DD Form 1423.

E. 1. 2 Government inspection and acceptance of the technical data, plans, reports, and other data being submitted to the Government under the terms of this Contract will be accomplished by Government personnel listed on the DD Form 1423 (or at the Contractor's facility, if appropriate). In the event of Government rejection of data due to noncompliance with the requirements of the contract, the Contractor shall be responsible for corrections at no cost to the Government. The Contractor shall take the necessary corrective action to preclude recurrence of the deficiency, such as implement tightened inspection, improvement of Quality program plan procedures, etc.

1. The following sentence in the extended description of CLIN’s 4001, 4002, 4003 and 4004 is changed from:

Note: The Government reserves the right to order one (1) or all of the Sample Tasks under CLIN's 4001, 4002, 4003 and 4004 at the time of award.

To:

Note: The Government reserves the right to order one (1) or all of the Sample Tasks under CLIN's 4001, 4002, 4003, 4004 and 4005 at the time of award.

Section F - Deliveries or Performance

DELIVERY OF DATA

F. 1 Specific delivery requirements will be provided in each task order issued under this basic contract.

F. 2 Delivery of Data.

F. 2.1 All data required by this contract shall be delivered FOB Destination and in accordance with the applicable task order and CDRL.

F. 2.2 All drawings and other technical data required by this contract shall be submitted to the Government upon completion or termination of this contract if not previously delivered in accordance with the applicable task order and CDRL.

DELIVERY INFORMATION

CLIN DELIVERY DATE QUANTITY SHIP TO ADDRESS UIC

0001 N/A N/A N/A N/A

1001 N/A N/A N/A N/A

1002 N/A N/A N/A N/A

1003 N/A N/A N/A N/A

1004 N/A N/A N/A N/A

1005 N/A N/A N/A N/A

2001 N/A N/A N/A N/A

2002 N/A N/A N/A N/A

2003 N/A N/A N/A N/A

2004 N/A N/A N/A N/A

2005 N/A N/A N/A N/A

4001 N/A N/A N/A N/A

4002 N/A N/A N/A N/A

4003 N/A N/A N/A N/A

4004 N/A N/A N/A N/A

4005 N/A N/A N/A N/A

Section H - Special Contract Requirements

H. 4 CPFF LOE TASK ORDERS

H. 4 CPFF Level-of-Effort (LOE)

This section applies to all task orders issued under the basic contract that require cost-plus-fixed-fee

LOE ( CLIN’s 2001, 2002, 2003, 2004 and 2005).

(a) The contractor shall apply best efforts towards accomplishing the contract work effort. The level-of-effort required under each task order shall consist of a labor expenditure not less than 95 percent and not more than 105 percent of the total labor hours specified in the task order.

(b) The contractor shall promptly notify the Contracting Officer in writing when there is an indication that premature exhaustion of the total labor hours will occur.

(c) It is understood and agreed that the monthly labor hour expenditure rate may fluctuate in pursuit of the technical objective. However, such fluctuations will be controlled to avoid exhaustion of total labor hours before the expiration of the term of the contract.

(d) It is further agreed that the contractor may submit written requests to accelerate the labor of this contract. If approved by the Contracting Officer, the accelerated performance shall be without increase in fee or profit, as applicable, and the transaction shall be formalized by Supplemental Agreement to this contract.

e) Upon contract completion, the contractor shall submit to the Contracting Officer a certified statement of the labor hours actually expended in the performance of each task order.

(f) The fee for performance is predicated upon the contractor furnishing at least the minimum and not more than the maximum effort specified. In the event the contractor fails to provide the minimum effort specified, the Contracting Officer may either unilaterally reduce the base fee and maximum award fee, to include fees already awarded/earned, using the formula below, or obtain other consideration from the contractor.

Fee Reduction = Fee (in $) x (Target LOE – Expended LOE) Target LOE

(h) Changes in labor categories, minimum or maximum quantity of labor hours, and the period (h) Changes in labor categories, minimum or maximum quantity of labor hours, and the period of performance shall be made in accordance with the Changes clause herein.

H.3 QUANTITY LIMITATION

H. 3 In accordance with FAR 16.504(a)(4) ii, the total minimum quantity of supplies or services the Government will acquire during the base year and years 2 through 4 is $250,000. The maximum quantity is $25,000,000.

H.1 CONFLICT OF INTEREST

H.1 CONFLICT OF INTEREST

H.1.1 The Contractor agrees to enter into written agreements with all companies to whose proprietary data it shall have access to the effect that it will protect such data from unauthorized use or disclosure as long as the data remains proprietary. The contractor shall furnish the Contracting Officer with copies of such written agreements, in accordance with FAR 9.505-4.

H.1.2 The Contractor agrees to protect the proprietary data and rights of other organizations made available from any source, which were disclosed to it, directly or indirectly during the performance of this contract with the same caution that a reasonable, prudent contractor would use to safeguard its own proprietary data and rights. The contractor agrees not to use proprietary data for any purpose other than that for which it was furnished, except to the extent the Contractor and the owner of the proprietary data agree to other uses of the proprietary data.

H.1.3 Notwithstanding any other provision herein, protection of and exclusion of use of proprietary data shall be extended for so long as the data remains proprietary. However, such protection and exclusion shall not be in effect when data is lawfully obtained by the contractor from some other sources without restriction.

H.1.4 The Contractor shall not distribute reports, data or information of any nature arising from its performance under this contract, except as provided by this contract or as may be directed by the Contracting Officer. All proprietary data and any derivatives shall be returned to the Government at the end of the contract.

H.1.5 Subcontracts: The Contractor shall include the Conflict of Interest provision, including this paragraph, in subcontracts of any tier which involve access to information. The use of this clause in such subcontracts shall be read by substituting the word "subcontractor" for the word "contractor" whenever the latter appears.

H.1.6 The Contractor agrees to inform its employees of this restriction and provide company policy information directives and/or procedures, to ensure an awareness of the legal provisions of FAR Part 9, Subpart 9.505-4, so that each employee will understand the absolute necessity of safeguarding information developed under this contract from anyone other than the Contractor's employees who have a need to know, and the U.S. Government.

H.2 LOADED LABOR RATES

H.1 Loaded Labor Rates:

Offerors are required to provide loaded rates for all direct labor categories required to perform the requirements of the Performance Work Statement (PWS) during the period of performance of the basic contract. The rates for the labor categories will be binding for one year from date of contract award to the successful offeror. The Offeror shall provide the loaded rates below. The loaded rates shall include all associated indirect costs, such as: labor overhead, fringe, G&A, and cost of money. The successful offeror shall use these rates in all cost proposals submitted for task orders issued under the basic contract. These rates apply to all CLIN’s in Section B of the contract..

Labor Category Loaded Rate

Note: The above rates will be used for the purpose of submitting cost proposals. However, the contractor will be paid based on actual costs incurred (including overhead rates) pursuant to FAR 52.216-7, Allowable Cost and Payment.

The contractor agrees to negotiate rates for the following years with the cognizant DCMA Administrative Contracting Officer (ACO). The contractor shall provide a forward pricing rate proposal to the ACO within three (3) months from the expiration date of last forward pricing rate agreement (FPRA). Unless authorized by the ACO, and agreed to by the contractor, the FPRA shall be specific to this contract. Negotiated forward pricing rates are required to ensure timely negotiations of task orders. Therefore, failure to reach agreement on rates could result in the Procuring Contracting Officer issuing a final determination, subject to the Disputes clause.

H.5 ORDERING PROCEDURE

H. 5 Ordering Procedure for Task Orders.

This section applies to all CPFF completion type and level-of-effort (LOE) task orders issued under the basic contract.

(a) When requested by the Government, the contractor shall submit a CPFF proposal to the Contracting Officer for a task order to be issued under the basic contract. Said proposal shall contain a detailed technical description of the effort to be performed under the task order, the number of direct hours, by labor category, proposed for the task order, and any other direct costs (ODC) proposed for the task order. The contractor will use the loaded labor rates in H.1 of the contract to determine the proposed labor costs. The CPFF proposals shall contain separate pricing for the completion-type and level-of-effort type CLIN’s. The proposal shall provide the specific LOE tasks to be performed, as listed in the Performance Work Statement and specific rationale for the proposed hours for each category of labor.

(b) For urgent requirements, the contractor shall provide their cost proposal within 4 to 10 days from the Government’s request for proposal. The Government’s request for proposal will state the degree of urgency and the required date for receipt of proposal.

(c) Each task order will specify: (1) the total estimated cost (including ODC and material costs plus associated indirect costs, if applicable) and fee for the task order; (2) a description of the effort to be performed; (3) the task order period of performance; and (4) the CDRL item(s) that the contractor will be required to submit for the work authorized. Within 3 working days after receipt of each request for proposal of each task, the contractor shall submit a written notice to the Contracting Officer indicating acceptance or non-acceptance of the task order. Submitting a proposal in response to the Government’s request constitutes acceptance of a task orders. Each task order accepted by the contractor shall be deemed to be incorporated into this contract by reference. The contractor understands that acceptance of a task order obligates it to complete all the effort required by that task order, subject to the provisions of the Limitation of Cost or Limitation of Funds clause, as applicable to this contract.

(d) The Limitation of Cost or Limitation of Funds clause, whichever is applicable, applies to each task order issued under the basic contract. If the contractor cannot complete the work required by the authorized task orders within the cumulative estimated cost, the contractor shall submit a written cost overrun proposal to the Contracting Officer in accordance with the Limitation of Cost or Limitation of Funds clause, as applicable to this contract. The contractor shall not exceed the estimated cost for any authorized task order until it receives written notification from the Contracting Officer increasing the estimated cost. Any such increase in the cumulative estimated cost of a task order shall be considered a cost overrun, and therefore, the contractor will not be entitled to an increase in fee. The Contracting Officer is the only person authorized to increase the estimated cost of a task order or the total estimated cost set forth in Section B for the designated CLIN(s).

(e) No task orders shall be issued under this provision until sufficient funds are allotted to cover the work. Incremental funding of task orders shall be governed by the provisions of the Limitation of Funds clause.

Section I - Contract Clauses

CLAUSES INCORPORATED BY REFERENCE

52.202-1 Definitions JUL 2004 52.203-3 Gratuities APR 1984 52.203-5 Covenant Against Contingent Fees APR 1984 52.203-6 Restrictions On Subcontractor Sales To The Government SEP 2006 52.203-7 Anti-Kickback Procedures JUL 1995 52.203-8 Cancellation, Rescission, and Recovery of Funds for Illegal or

Improper Activity

JAN 1997

52.203-10 Price Or Fee Adjustment For Illegal Or Improper Activity JAN 1997 52.203-11 Certification And Disclosure Regarding Payments To

Influence Certain Federal Transactions

SEP 2007

52.203-12 Limitation On Payments To Influence Certain Federal Transactions

SEP 2007

52.204-4 Printed or Copied Double-Sided on Recycled Paper AUG 2000 52.204-7 Central Contractor Registration APR 2008 52.209-6 Protecting the Government's Interest When Subcontracting

With Contractors Debarred, Suspended, or Proposed for Debarment

SEP 2006

52.211-15 Defense Priority And Allocation Requirements APR 2008 52.215-2 Audit and Records--Negotiation JUN 1999 52.215-2 Alt I Audit and Records--Negotiation (Mar 2009) Alternate I MAR 2009 52.215-6 Place of Performance OCT 1997 52.215-8 Order of Precedence--Uniform Contract Format OCT 1997 52.215-10 Price Reduction for Defective Cost or Pricing Data OCT 1997 52.215-12 Subcontractor Cost or Pricing Data OCT 1997 52.215-15 Pension Adjustments and Asset Reversions OCT 2004 52.215-16 Facilities Capital Cost of Money JUN 2003 52.215-18 Reversion or Adjustment of Plans for Postretirement Benefits

(PRB) Other than Pensions

JUL 2005

52.216-7 Allowable Cost And Payment DEC 2002 52.216-8 Fixed Fee MAR 1997 52.219-6 Notice Of Total Small Business Set-Aside JUN 2003 52.219-14 Limitations On Subcontracting DEC 1996 52.222-1 Notice To The Government Of Labor Disputes FEB 1997 52.222-2 Payment For Overtime Premiums JUL 1990 52.222-3 Convict Labor JUN 2003 52.222-4 Contract Work Hours and Safety Standards Act - Overtime

Compensation

JUL 2005

52.222-21 Prohibition Of Segregated Facilities FEB 1999 52.222-26 Equal Opportunity MAR 2007 52.222-35 Equal Opportunity For Special Disabled Veterans, Veterans of the Vietnam Era, and Other Eligible Veterans

SEP 2006

52.222-36 Affirmative Action For Workers With Disabilities JUN 1998 52.222-37 Employment Reports On Special Disabled Veterans, Veterans

Of The Vietnam Era, and Other Eligible Veterans

SEP 2006

52.222-41 Service Contract Act Of 1965 NOV 2007 52.222-50 Combating Trafficking in Persons FEB 2009 52.222-54 Employment Eligibility Verification FEB 2009 52.223-6 Drug-Free Workplace MAY 2001

52.225-13 Restrictions on Certain Foreign Purchases JUN 2008 52.227-1 Authorization and Consent DEC 2007 52.227-2 Notice And Assistance Regarding Patent And Copyright

Infringement

DEC 2007

52.227-16 Additional Data Requirements JUN 1987 52.228-7 Insurance--Liability To Third Persons MAR 1996 52.232-1 Payments APR 1984 52.232-17 Interest OCT 2008 52.232-20 Limitation Of Cost APR 1984 52.232-22 Limitation Of Funds APR 1984 52.232-23 Assignment Of Claims JAN 1986 52.232-25 Prompt Payment OCT 2008 52.232-33 Payment by Electronic Funds Transfer--Central Contractor

Registration

OCT 2003

52.233-1 Disputes JUL 2002 52.233-3 Alt I Protest After Award (Aug 1996) - Alternate I JUN 1985 52.233-4 Applicable Law for Breach of Contract Claim OCT 2004 52.237-2 Protection Of Government Buildings, Equipment, And

Vegetation

APR 1984

52.242-1 Notice of Intent to Disallow Costs APR 1984 52.242-3 Penalties for Unallowable Costs MAY 2001 52.242-4 Certification of Final Indirect Costs JAN 1997 52.242-13 Bankruptcy JUL 1995 52.242-15 Alt I Stop-Work Order (Aug 1989) - Alternate I APR 1984 52.243-2 Alt I Changes--Cost-Reimbursement (Aug 1987) - Alternate I APR 1984 52.243-7 Notification Of Changes APR 1984 52.244-2 Subcontracts JUN 2007 52.244-5 Competition In Subcontracting DEC 1996 52.244-6 Subcontracts for Commercial Items FEB 2009 52.245-1 Government Property JUN 2007 52.245-9 Use And Charges JUN 2007 52.246-5 Inspection Of Services Cost-Reimbursement APR 1984 52.246-25 Limitation Of Liability--Services FEB 1997 52.248-1 Value Engineering FEB 2000 52.249-6 Alt IV Termination (Cost Reimbursement) (May 2004) - Alternate

IV

SEP 1996

52.249-14 Excusable Delays APR 1984 52.252-3 Alterations in Solicitation APR 1984 52.253-1 Computer Generated Forms JAN 1991 252.203-7001 Prohibition On Persons Convicted of Fraud or Other Defense-

Contract-Related Felonies

DEC 2008

252.203-7002 Requirement to Inform Employees of Whistleblower Rights JAN 2009 252.204-7000 Disclosure Of Information DEC 1991 252.204-7002 Payment For Subline Items Not Separately Priced DEC 1991 252.204-7003 Control Of Government Personnel Work Product APR 1992 252.204-7004 Alt A Central Contractor Registration (52.204-7) Alternate A SEP 2007 252.204-7005 Oral Attestation of Security Responsibilities NOV 2001 252.204-7006 Billing Instructions OCT 2005 252.204-7007 Alt A Annual Representations and Certifications Alternate A JAN 2008 252.205-7000 Provision Of Information To Cooperative Agreement Holders DEC 1991 252.209-7001 Disclosure of Ownership or Control by the Government of a

Terrorist Country

JAN 2009

252.209-7004 Subcontracting With Firms That Are Owned or Controlled By The Government of a Terrorist Country

DEC 2006

252.211-7007 Reporting of Government-Furnished Equipment in the DoD Item Unique Identification (IUID) Registry

NOV 2008

252.215-7000 Pricing Adjustments DEC 1991 252.215-7002 Cost Estimating System Requirements DEC 2006 252.223-7004 Drug Free Work Force SEP 1988 252.223-7006 Prohibition On Storage And Disposal Of Toxic And

Hazardous Materials

APR 1993

252.225-7012 Preference For Certain Domestic Commodities DEC 2008 252.225-7014 Alt I Preference For Domestic Specialty Metals (Jun 2005) -

Alternate I

OCT 2007

252.225-7016 Restriction On Acquisition Of Ball and Roller Bearings MAR 2006 252.225-7031 Secondary Arab Boycott Of Israel JUN 2005 252.226-7001 Utilization of Indian Organizations and Indian-Owned

Economic Enterprises, and Native Hawaiian Small Business Concerns

SEP 2004

252.227-7013 Rights in Technical Data--Noncommercial Items NOV 1995 252.227-7016 Rights in Bid or Proposal Information JUN 1995 252.227-7017 Identification and Assertion of Use, Release, or Disclosure

Restrictions

JUN 1995

252.227-7025 Limitations on the Use or Disclosure of Government- Furnished Information Marked with Restrictive Legends

JUN 1995

252.227-7026 Deferred Delivery Of Technical Data Or Computer Software APR 1988 252.227-7030 Technical Data--Withholding Of Payment MAR 2000 252.227-7037 Validation of Restrictive Markings on Technical Data SEP 1999 252.227-7039 Patents--Reporting Of Subject Inventions APR 1990 252.231-7000 Supplemental Cost Principles DEC 1991 252.232-7010 Levies on Contract Payments DEC 2006 252.235-7003 Frequency Authorization DEC 1991 252.244-7000 Subcontracts for Commercial Items and Commercial

Components (DoD Contracts)

JAN 2009

252.246-7001 Warranty Of Data DEC 1991

CLAUSES INCORPORATED BY FULL TEXT

52.204-8 ANNUAL REPRESENTATIONS AND CERTIFICATIONS (FEB 2009)

(a)(1) The North American Industry Classification System (NAICS) code for this acquisition is 541330.

(2) The small business size standard is -------------- [insert size standard].

(3) The small business size standard for a concern which submits an offer in its own name, other than on a construction or service contract, but which proposes to furnish a product which it did not itself manufacture, is 500 employees.

(b)(1) If the clause at 52.204-7, Central Contractor Registration, is included in this solicitation, paragraph (d) of this provision applies.

(2) If the clause at 52.204-7 is not included in this solicitation, and the offeror is currently registered in CCR, and has completed the ORCA electronically, the offeror may choose to use paragraph (d) of this provision instead of completing the corresponding individual representations and certifications in the solicitation. The offeror shall indicate which option applies by checking one of the following boxes:

(__) Paragraph (d) applies.

(__) Paragraph (d) does not apply and the offeror has completed the individual representations and certifications in the solicitation.

(c)(1) The following representations or certifications in ORCA are applicable to this solicitation as indicated:

(i) 52.203-2, Certificate of Independent Price Determination. This provision applies to solicitations when a firm-fixed-price contract or fixed-price contract with economic price adjustment is contemplated, unless--

(A) The acquisition is to be made under the simplified acquisition procedures in Part 13;

(B) The solicitation is a request for technical proposals under two-step sealed bidding procedures; or

(C) The solicitation is for utility services for which rates are set by law or regulation.

(ii) 52.203-11, Certification and Disclosure Regarding Payments to Influence Certain Federal Transactions. This provision applies to solicitations expected to exceed $100,000.

(iii) 52.204-3, Taxpayer Identification. This provision applies to solicitations that do not include the clause at 52.204-7, Central Contractor Registration.

(iv) 52.204-5, Women-Owned Business (Other Than Small Business).This provision applies to solicitations that--

(A) Are not set aside for small business concerns;

(B) Exceed the simplified acquisition threshold; and

(C) Are for contracts that will be performed in the United States or its outlying areas.

(v) 52.209-5, Certification Regarding Responsibility Matters. This provision applies to solicitations where the contract value is expected to exceed the simplified acquisition threshold.

(vi) 52.214-14, Place of Performance--Sealed Bidding. This provision applies to invitations for bids except those in which the place of performance is specified by the Government.

(vii) 52.215-6, Place of Performance. This provision applies to solicitations unless the place of performance is specified by the Government.

(viii) 52.219-1, Small Business Program Representations (Basic & Alternate I). This provision applies to solicitations when the contract will be performed in the United States or its outlying areas.

(A) The basic provision applies when the solicitations are issued by other than DoD, NASA, and the Coast Guard.

(B) The provision with its Alternate I applies to solicitations issued by DoD, NASA, or the Coast Guard.

(ix) 52.219-2, Equal Low Bids. This provision applies to solicitations when contracting by sealed bidding and the contract will be performed in the United States or its outlying areas.

(x) 52.222-22, Previous Contracts and Compliance Reports. This provision applies to solicitations that include the clause at 52.222-26, Equal Opportunity.

(xi) 52.222-25, Affirmative Action Compliance. This provision applies to solicitations, other than those for construction, when the solicitation includes the clause at 52.222-26, Equal Opportunity.

(xii) 52.222-38, Compliance with Veterans' Employment Reporting Requirements. This provision applies to solicitations when it is anticipated the contract award will exceed the simplified acquisition threshold and the contract is not for acquisition of commercial items.

(xiii) 52.223-1, Biobased Product Certification. This provision applies to solicitations that require the delivery or specify the use of USDA-designated items; or include the clause at 52.223-2, Affirmative Procurement of Biobased Products Under Service and Construction Contracts.

(xiv) 52.223-4, Recovered Material Certification. This provision applies to solicitations that are for, or specify the use of, EPA-designated items.

(xv) 52.225-2, Buy American Act Certificate. This provision applies to solicitations containing the clause at 52.225- 1.

(xvi) 52.225-4, Buy American Act--Free Trade Agreements—Israeli Trade Act Certificate. (Basic, Alternate I, and Alternate II) This provision applies to solicitations containing the clause at 52.225-3.

(A) If the acquisition value is less than $25,000, the basic provision applies.

(B) If the acquisition value is $25,000 or more but is less than $50,000, the provision with its Alternate I applies.

(C) If the acquisition value is $50,000 or more but is less than $67,826, the provision with its Alternate II applies.

(xvii) 52.225-6, Trade Agreements Certificate. This provision applies to solicitations containing the clause at 52.225-5.

(xviii) 52.225-20, Prohibition on Conducting Restricted Business Operations in Sudan--Certification.

(xix) 52.226-2, Historically Black College or University and Minority Institution Representation. This provision applies to--

(A) Solicitations for research, studies, supplies, or services of the type normally acquired from higher educational institutions; and

(B) For DoD, NASA, and Coast Guard acquisitions, solicitations that contain the clause at 52.219-23, Notice of Price Evaluation Adjustment for Small Disadvantaged Business Concerns.

(2) The following certifications are applicable as indicated by the Contracting Officer:

(Contracting Officer check as appropriate.)

----(i) 52.219-19, Small Business Concern Representation for the Small Business Competitiveness Demonstration Program.

------(ii) 52.219-21, Small Business Size Representation for Targeted Industry Categories Under the Small Business Competitiveness Demonstration Program.

------(iii) 52.219-22, Small Disadvantaged Business Status.

------(A) Basic.

------(B) Alternate I.

------(iv) 52.222-18, Certification Regarding Knowledge of Child Labor for Listed End Products.

------(v) 52.222-48, Exemption from Application of the Service Contract Act to Contracts for Maintenance, Calibration, or Repair of Certain Equipment Certification.

------(vi) 52.222-52 Exemption from Application of the Service Contract Act to Contracts for Certain Services-- Certification.

------(vii) 52.223-9, with its Alternate I, Estimate of Percentage of Recovered Material Content for EPA-Designated Products (Alternate I only).

------(viii) 52.223-13, Certification of Toxic Chemical Release Reporting.

------(ix) 52.227-6, Royalty Information.

------ (A) Basic.

------ (B) Alternate I.

------(x) 52.227-15, Representation of Limited Rights Data and Restricted Computer Software.

(d) The offeror has completed the annual representations and certifications electronically via the Online Representations and Certifications Application (ORCA) website at http://orca.bpn.gov. After reviewing the ORCA database information, the offeror verifies by submission of the offer that the representations and certifications currently posted electronically that apply to this solicitation as indicated in paragraph (c) of this provision have been entered or updated within the last 12 months, are current, accurate, complete, and applicable to this solicitation (including the business size standard applicable to the NAICS code referenced for this solicitation), as of the date of this offer and are incorporated in this offer by reference (see FAR 4.1201); except for the changes identified below (offeror to insert changes, identifyingchange by clause number, title, date). These amended representation(s) and/or certification(s) are also incorporated in this offer and are current, accurate, and complete as of the date of this offer.

FAR Clause Title Date Change

Any changes provided by the offeror are applicable to this solicitation only, and do not result in an update to the representations and certifications posted on ORCA.

(End of Provision)

52.215-19 NOTIFICATION OF OWNERSHIP CHANGES (OCT 1997)

(a) The Contractor shall make the following notifications in writing:

(1) When the Contractor becomes aware that a change in its ownership has occurred, or is certain to occur, that could result in changes in the valuation of its capitalized assets in the accounting records, the Contractor shall notify the Administrative Contracting Officer (ACO) within 30 days.

(2) The Contractor shall also notify the ACO within 30 days whenever changes to asset valuations or any other cost changes have occurred or are certain to occur as a result of a change in ownership.

(b) The Contractor shall--

(1) Maintain current, accurate, and complete inventory records of assets and their costs;

(2) Provide the ACO or designated representative ready access to the records upon request;

(3) Ensure that all individual and grouped assets, their capitalized values, accumulated depreciation or amortization, and remaining useful lives are identified accurately before and after each of the Contractor's ownership changes; and

(4) Retain and continue to maintain depreciation and amortization schedules based on the asset records maintained before each Contractor ownership change.

The Contractor shall include the substance of this clause in all subcontracts under this contract that meet the applicability requirement of FAR 15.408(k).

(End of clause)

52.216-18 ORDERING. (OCT 1995)

(a) Any supplies and services to be furnished under this contract shall be ordered by issuance of delivery orders or task orders by the individuals or activities designated in the Schedule. Such orders may be issued from the award date of the basic contract through five (5) years from the date of the contract.

(b) All delivery orders or task orders are subject to the terms and conditions of this contract. In the event of conflict between a delivery order or task order and this contract, the contract shall control.

(c) If mailed, a delivery order or task order is considered "issued" when the Government deposits the order in the mail. Orders may be issued orally, by facsimile, or by electronic commerce methods only if authorized in the Schedule.

52.216-19 ORDER LIMITATIONS. (OCT 1995)

(a) Minimum order. When the Government requires supplies or services covered by this contract in an amount of less than $250,000, the Government is not obligated to purchase, nor is the Contractor obligated to furnish, those supplies or services under the contract.

(b) Maximum order. The Contractor is not obligated to honor:

(1) Any order for a single item in excess of $25,000,000.

(2) Any order for a combination of items in excess of $25,000,000; or

(3) A series of orders from the same ordering office within thirty (30) days that together call for quantities exceeding the limitation in subparagraph (1) or (2) above.

(c) If this is a requirements contract (i.e., includes the Requirements clause at subsection 52.216-21 of the Federal Acquisition Regulation (FAR)), the Government is not required to order a part of any one requirement from the Contractor if that requirement exceeds the maximum-order limitations in paragraph (b) above.

(d) Notwithstanding paragraphs (b) and (c) above, the Contractor shall honor any order exceeding the maximum order limitations in paragraph (b), unless that order (or orders) is returned to the ordering office within ten (10) days after issuance, with written notice stating the Contractor's intent not to ship the item (or items) called for and the reasons. Upon receiving this notice, the Government may acquire the supplies or services from another source.

52.216-19 ORDER LIMITATIONS. (OCT 1995)

(a) Minimum order. When the Government requires supplies or services covered by this contract in an amount of less than $1, the Government is not obligated to purchase, nor is the Contractor obligated to furnish, those supplies or services under the contract.

(b) Maximum order. The Contractor is not obligated to honor:

(1) Any order for a single item in excess of $25,000,000;

(2) Any order for a combination of items in excess of $25,000,000; or

(3) A series of orders from the same ordering office within 30 days that together call for quantities exceeding the limitation in subparagraph (1) or (2) above.

(c) If this is a requirements contract (i.e., includes the Requirements clause at subsection 52.216-21 of the Federal Acquisition Regulation (FAR)), the Government is not required to order a part of any one requirement from the Contractor if that requirement exceeds the maximum-order limitations in paragraph (b) above.

(d) Notwithstanding paragraphs (b) and (c) above, the Contractor shall honor any order exceeding the maximum order limitations in paragraph (b), unless that order (or orders) is returned to the ordering office within 10 days after issuance, with written notice stating the Contractor's intent not to ship the item (or items) called for and the reasons.

Upon receiving this notice, the Government may acquire the supplies or services from another source.

52.216-22 INDEFINITE QUANTITY. (OCT 1995)

(a) This is an indefinite-quantity contract for the supplies or services specified, and effective for the period stated, in the Schedule. The quantities of supplies and services specified in the Schedule are estimates only and are not purchased by this contract.

(b) Delivery or performance shall be made only as authorized by orders issued in accordance with the Ordering clause. The Contractor shall furnish to the Government, when and if ordered, the supplies or services specified in the Schedule up to and including the quantity designated in the Schedule as the "maximum". The Government shall order at least the quantity of supplies or services designated in the Schedule as the "minimum".

(c) Except for any limitations on quantities in the Order Limitations clause or in the Schedule, there is no limit on the number of orders that may be issued. The Government may issue orders requiring delivery to multiple destinations or performance at multiple locations.

(d) Any order issued during the effective period of this contract and not completed within that period shall be completed by the Contractor within the time specified in the order. The contract shall govern the Contractor's and Government's rights and obligations with respect to that order to the same extent as if the order were completed during the contract's effective period; provided, that the Contractor shall not be required to make any deliveries under this contract after completion of all last task orders issued during option year 4 of the basic contract.

52.216-24 LIMITATION OF GOVERNMENT LIABILITY (APR 1984)

(a) In performing this contract, the Contractor is not authorized to make expenditures or incur obligations exceeding ( specified in individual task orders) dollars.

(b) The maximum amount for which the Government shall be liable if this contract is terminated is ( specified in individual task orders) dollars.

52.219-14 LIMITATIONS ON SUBCONTRACTING (DEC 1996)

(a) This clause does not apply to the unrestricted portion of a partial set-aside.

(b) By submission of an offer and execution of a contract, the Offeror/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.