SF 33 5.22.09.doc

Section B - Supplies or Services and Prices

Budget and Finance Support Services

CPFF

O&M FUNDING ONLY

The contractor shall perform Budget and Finance Support services as set forth in Attachment 1, Statement of Work (SOW), dated May 22, 2009.

Period of Performance: 5 years from date of contract award.

Period of Performance for task orders will be specified in individual orders issued hereunder.

FOB: Destination

ESTIMATED COST

FIXED FEE

TOTAL EST COST + FEE

Budget and Finance Support Services

FFP

O&M FUNDING ONLY

The contractor shall perform Budget and Finance Support services as set forth in Attachment 1, Statement of Work (SOW), dated May 22, 2009.

Period of Performance: 5 years from date of contract award.

NET AMT

Budget and Finance Support Services

CPFF

R&D FUNDING ONLY

The contractor shall perform Budget and Finance Support services as set forth in Attachment 1, Statement of Work (SOW), dated May 22, 2009.

Period of Performance: 5 years from date of contract award.

ESTIMATED COST

FIXED FEE

TOTAL EST COST + FEE

Budget and Finance Support Services

FFP

R&D FUNDING ONLY

The contractor shall perform Budget and Finance Support services as set forth in Attachment 1, Statement of Work (SOW), dated May 22, 2009.

Period of Performance: 5 years from date of contract award.

NET AMT

ODC and Travel for CPFF and FFP

COST

O&M FUNDING ONLY

No fee on travel. All travel will be conducted in accordance with the Joint Travel Regulations ( JTR).

Period of Performance: 5 years from date of contract award.

ESTIMATED COST

ODC and Travel for CPFF, and FFP

COST

R&D FUNDING ONLY

No fee on travel. All travel will be conducted in accordance with the Joint Travel Regulations ( JTR).

Period of Performance: 5 years from date of contract award.

ESTIMATED COST

Contract Data Requirements List, (CDRLs)

The contractor shall provide data in accordance with Contract Data Requirements List, DD Form 1423 in Section J, Exhibit A.

Period of Performance: 5 years from date of contract award.

NET AMT

Section C - Descriptions and Specifications

CLAUSES INCORPORATED BY FULL TEXT

252.211-9000 Description/Specifications/Work Statement

The Contractor shall provide the supplies and/or services set forth in Section B, in accordance with the following:

a. Statement of Work entitled "Budget and Finance Support Services", Dated May 22, 2009, Attachment 1 to the Contract.

b. CONTRACT DATA REQUIREMENTS LIST (DD FORM 1423), EXHIBIT A to the Contract.

c. DOD CLASSIFIED CONTRACT SECURITY SPECIFICATION (DD FORM 254), ATTACHMENT 4 to the Contract.

Section D - Packaging and Marking

252.247-9001 PACKAGING AND MARKING

(a) All data contained in Exhibit A, Contract Data Requirements List (CDRL), DD Form 1423 delivered under this contract shall be delivered using best commercial practices to meet the packaging requirements of the carrier and to insure delivery, to the addressees specified on the Data Item Cover Sheet, at destination and in accordance with applicable security requirements.

(b) All data and correspondence submitted to the Contracting Officer shall reference the Contract Number, the CDRL number, and the date submitted. A copy of all correspondence sent to the Contracting Officer's Representative (COR) or Project Manager shall be simultaneously provided to the Contracting Officer.

Section E - Inspection and Acceptance

INSPECTION AND ACCEPTANCE TERMS

Supplies/services will be inspected/accepted at:

252.246-9000 INSPECTION AND ACCEPTANCE Alt I (JUL 2007)

Government inspection and acceptance of data is specified on the Contract Data Requirements List, DD Form 1423. In accordance with FAR 52.246-4 (FFP) & 52.246-5 (CPFF), inspection and acceptance for all work performed at any and all times under this contract shall be the responsibility of the:

__X___Contracting Officer's Representative (COR) or Project Manager (PM). The Wide Area Work Flow (WAWF) Acceptor DoDDAC is located in DTRA 252.201-9000 Project Manager or DTRA 252.201-9002 Contracting Officer’s Representative.

Administrative Contracting Officer (ACO). The WAWF Acceptor DoDAAC can be found in the “Administered By” block on page 1 of the contract.

Specific Inspection and Acceptance Terms will be defined in each Task Order.

(End of Clause)

Section F - Deliveries or Performance

F1 Basic Contract Ordering Period/Contract Period of Performance (CLINS 0001 THROUGH 0007)

The ordering period shall commence upon receipt of a fully executed contract and continue for 60 months thereafter. The period of performance shall not extend more than 12 months beyond the ordering period for this contract.

F2

CONTRACT DELIVERIES/PERIOD OF PERFORMANCE

Specific delivery schedules/periods of performance shall be determined at the task order level.

The individual task order (s) may have a 1-year base with up to four 1-year options

CLAUSES INCORPORATED BY REFERENCE

Section G - Contract Administration Data

G.1 TYPE OF CONTRACT

This is an indefinite delivery indefinite quantity cost plus fixed fee (CPFF) and firm fixed price (FFP) contract.

CLAUSES INCORPORATED BY REFERENCE

252.201-9000 PROJECT MANAGER (MAY 2007)

The Project Manager for this requirement is:

“To be filled in at task order level.”

(End of Clause)

252.201-9001 CONTRACTING OFFICE POINT OF CONTACT (POC) (Dec 2007)

The POC in the Procuring Contracting Office for this contract action is Lloyd Royal, Contract Specialist, DTRA-BE-BCB, telephone number (703) 767-3487, email address lloyd.royal@dtra.mil.

252.201-9002 CONTRACTING OFFICER'S REPRESENTATIVE (MAY 2007)

a. The Contracting Officer's Representative (COR) for this contract is:

“To be filled in at task order level.”

b. The COR will act as the Contracting Officer’s Representative for technical matters providing technical direction and discussion as necessary with respect to the specification/statement of work and monitoring the progress and quality of the Contractor’s performance. The COR is NOT an Administrative Contracting Officer (ACO) and does not have the authority to take any action, either directly or indirectly that would change the pricing, quality, quantity, place of performance, delivery schedule, or any other terms and conditions of the contract, or to direct the accomplishment of effort, which goes beyond the scope of the specifications/statement of work in the contract.

c. When, in the opinion of the contractor, the COR requests effort outside the existing scope of the contract, the contractor shall promptly notify the Contracting Officer in writing. No action shall be taken by the contractor under such direction until the Contracting Officer has issued a modification to the contract or has otherwise resolved the issue.

252.204-7006 BILLING INSTRUCTIONS (OCT 2005)

When submitting a request for payment, the Contractor shall--

(a) Identify the contract line item(s) on the payment request that reasonably reflect contract work performance; and

(b) Separately identify a payment amount for each contract line item included in the payment request.

(End of clause)

252.204-9002 PAYMENT INSTRUCTIONS FOR MULTIPLE ACCOUNTING CLASSIFICATION CITATIONS (AUG 2007)

In accordance with DFARS 204.7108 Payment Instructions, payment shall be made by the numbered payment instruction identified below:

“To be determined at the Task Order level”

_____ (1) Line item specific: single funding. If there is only one source of funding for the contract line item (i.e., one ACRN), the payment office will make payment using the ACRN funding of the line item being billed.

____ (2) Line item specific: sequential ACRN order. If there is more than one ACRN within a contract line item, the payment office will make payment in sequential ACRN order within the line item, exhausting all funds in the previous ACRN before paying from the next ACRN using the following sequential order: Alpha/Alpha; Alpha/Numeric; Numeric/Alpha; and Numeric/Numeric.

__ __ (3) Line item specific: contracting officer specified ACRN order. If there is more than one ACRN within a contract line item, the payment office will make payment within the line item in the sequence ACRN order specified by the contracting officer, exhausting all funds in the previous ACRN before paying from the next ACRN.

_____ (4) Line item specific: by fiscal year. If there is more than one ACRN within a contract line item, the payment office will make payment using the oldest fiscal year appropriations first, exhausting all funds in the previous fiscal year before disbursing from the next fiscal year. In the event there is more than one ACRN associated with the same fiscal year, the payment amount shall be disbursed from each ACRN within a fiscal year in the same proportion as the amount of funding obligated for each ACRN within the fiscal year.

_____ (5) Line item specific: by cancellation date. If there is more than one ACRN within a contract line item, the payment office will make payment using the ACRN with the earliest cancellation date first, exhausting all funds in that ACRN before disbursing funds from the next. In the event there is more than one ACRN associated with the same cancellation date, the payment amount shall be disbursed from each ACRN with the same cancellation date in the same proportion as the amount of funding obligated for each ACRN with the same cancellation date.

_____ (6) Line item specific: proration. If there is more than one ACRN within a contract line item, the payment office will make payment from each ACRN in the same proportion as the amount of funding currently unliquidated for each ACRN.

______ (7) Contract-wide: sequential ACRN order. The payment office will make payment in sequential ACRN order within the contract or order, exhausting all funds in the previous ACRN before paying from the next ACRN using the following sequential order: alpha/alpha; alpha/numeric; numeric/alpha; and numeric/numeric.

_____ (8) Contract-wide: contracting officer specified ACRN order The payment office will make payment in sequential ACRN order within the contract or order, exhausting all funds in the previous ACRN before paying from the next ACRN in the sequence order specified by the contracting officer.

_____ (9) Contract-wide: by fiscal year. The payment office will make payment using the oldest fiscal year appropriations first, exhausting all funds in the previous fiscal year before disbursing from the next fiscal year. In the event there is more than one ACRN associated with the same fiscal year, the payment amount shall be disbursed from each ACRN within a fiscal year in the same proportion as the amount of funding obligated for each ACRN within the fiscal year.

_____ (10) Contract-wide: by cancellation date. The payment office will make payment using the ACRN with the earliest cancellation date first, exhausting all funds in that ACRN before disbursing funds from the next. In the event there is more than one ACRN associated with the same cancellation date, the payment amount shall be disbursed from each ACRN with the same cancellation date in the same proportion as the amount of funding obligated for each ACRN with the same cancellation date.

_____ (11) Contract-wide: proration. The payment office will make payment from each ACRN within the contract or order in the same proportion as the amount of funding currently unliquidated for each ACRN.

_____ (12) Other. If none of the standard payment instructions identified in paragraphs (d) (1) through (11) of this section are appropriate, the contracting officer may insert other payment instructions, provided the other payment instructions--

(i) Provide a significantly better reflection of how funds will be expended in support of contract performance; and

(ii) Are agreed to by the payment office and the contract administration office.

252.216-9005 PROFIT OR FEE ON TRAVEL COSTS (JUL 2008)

Travel shall not be a profit or fee bearing cost element.

(End of clause)

252.232-9000 CONTRACT FUNDING PROFILE (OCT 1998)

“To be filled in at task order level.”

The amount of $_____________ is obligated for work to be performed during the period beginning with contract award and continuing through _________________. The remaining incremental funding is $______________.

(End of clause)

252.232-9002 ACCOUNTING AND APPROPRIATION DATA

CLIN

ACRN

ACCOUNTING AND APPROPRIATION DATA

AMOUNT

“To be filled in at task order level.”

252.232-9007

PAYMENT INFORMATION IN CENTRAL CONTRACTOR REGISTRATION (CCR) DATABASE

This contract contains FAR clause 52.204-7, Central Contractor Registration. All contractors must be registered in the CCR database prior to award, during performance, and through final payment of any contract, except for awards to foreign vendors for work to be performed outside the United States.

The Contractor is responsible for the accuracy and completeness of the data within the CCR, and for any liability resulting from the Government’s reliance on inaccurate or incomplete data. In addition to the contractor's requirement to confirm on an annual basis that its information in the CCR database is accurate and complete, the contractor's information in the CCR database must be updated whenever changes occur to the contractor's remit-to data (e.g., account number, vendor name and address, etc.) and the paying office notified of any changes. The contractor's failure to maintain accurate information in the CCR database could result in payment delays for which the Government shall not be liable.

252.232-9012 WIDE AREA WORK FLOW (WAWF) – RECEIPT AND ACCEPTANCE (RA) INSTRUCTIONS (September 2008)

(a) As prescribed in DFARS clause 252.232-7003 Electronic Submission of Payment Requests (Jan 2004), Contractors must submit payment requests in electronic form. Paper copies will no longer be accepted or processed for payment unless the conditions of DFARS clause 252.232-7003(c) apply. To facilitate this electronic submission, the Defense Threat Reduction Agency (DTRA) has implemented the DoD sanctioned Wide Area Workflow-Receipt and Acceptance (WAWF-RA) for contractors to submit electronic payment requests and receiving reports. The contractor shall submit electronic payment requests and receiving reports via WAWF-RA. Vendors shall send an email notification to the Contracting Officer Representative (COR), Program/Project Manager or other government acceptance official identified in the contract by clicking on the Send More Email Notification link upon submission of an invoice/cost voucher in WAWF-RA. To access WAWF, go to https://wawf.eb.mil//.

** For questions, contact the DTRA WAWF Team at 703-767-6840 or wawfhelp@dtra.mil **

(b) Definitions:

Acceptor: Contracting Officer’s Representative, Program/Project Manager, or other government acceptance official as identified in the contract/order.

Pay Official: Defense Finance and Accounting Service (DFAS) payment office identified in the contract/order.

SHIP To/Service Acceptor DoDAAC: Acceptor DoDAAC or DCMA DoDAAC (as specified in the contract/order).

DCAA Auditor DoDAAC: Needed when invoicing on cost-reimbursable contracts. (Go to www.dcaa.mil and click on the appropriate link under the Audit Office Locator to search for your DCAA DoDAAC.)

For contracts that are administered by the Office of Naval Research (ONR) :

<<<<< Enter the ONR DoDAAC in the DCAA Auditor DoDAAC field in WAWF.

(c) WAWF Contractor Input Information:

The contractor shall use the following information in creating electronic payment requests in WAWF:

Invoice Type in WAWF:

If billing for Cost Type/Reimbursable contracts (including T&M and LH), select “Cost Voucher”

If billing for Firm-Fixed Price (FFP) Materials only, select “Combo”

If billing for FFP Materials and Service, select “Combo”

If billing for FFP Services Only, select “2-n-1 (Services only)” ** If the contract contains both FFP and Cost Type (including T&M and LH) line items, they must be invoiced separately on appropriate types mentioned above. Upon the written approval of the Project Manager or Contracting Officer’s Representative, the contractor may invoice both line items in one type of invoice.

For WAWF Routing Information, See Table Below:

Located in Block/Section

INSPECTION AND ACCEPTANCE

INSPECTION AND ACCEPTANCE

(d) Final Invoices/Vouchers -Final Payment shall be made in accordance with the Federal Acquisition Regulation (FAR) 52.216-7, entitled “Allowable Cost and Payment.”

Invoices - Invoice 2-n-1 (Services Only) and Invoice and Receiving Report (Combo) Select the “Y” selection from the “Final Invoice?” drop-down box when submitting the final invoice for payment for a contract. Upon successful submission of the final invoice, click on the Send More Email Notifications link to send an additional email notification to the Contracting Officer Representative (COR), Program/Project Manager or other government acceptance official identified in the contract.

Cost Vouchers - Once the final DCAA audit is complete for cost reimbursable contracts and authorization is received to submit the final cost voucher, select the “Y” selection from the “Final Voucher” drop-down box when submitting the final cost voucher. Upon successful submission of the final cost voucher, click on the Send More Email Notifications link to send an additional email notification to the following email address: finalcostvouchers@dtra.mil

(e) WAWF Training may be accessed online at http://www.wawftraining.com//. To practice creating documents in WAWF, visit practice site at https://wawftraining.eb.mil//. General DFAS information may be accessed using the DFAS website at http://www.dod.mil/dfas//. Payment status information may be accessed using the myInvoice system at https://myinvoice.csd.disa.mil// or by calling the DFAS Columbus helpdesk at 800-756-4571. (Select Option 1) Your contract number and shipment/invoice number will be required to check status of your payment.

Note: For specific invoice related inquiries email: wawfvendorpay@dtra.mil. Vendors shall forward any additional DTRA related WAWF questions to wawfhelp@dtra.mil.

Section H - Special Contract Requirements

H1

KEY PERSONNEL

The personnel listed below are considered essential to the work being performed hereunder. Prior to removing, replacing, or diverting any of the specified key personnel, the contractor shall notify the contracting officer as described below and shall submit justification (including proposed substitutions) in sufficient detail to permit evaluation of the impact to the task order.

“To be filled in at task order level.”

a. During the performance of this contract, the contractor shall make no substitutions of key personnel unless the substitution is necessitated to illness, death, voluntary or involuntary termination of employment, or mutually agreed to between the Government and the contractor. The contractor shall notify the CO within 48 hours after the contractor’s knowledge of any of these events and provide the information required by the paragraph (b) below. The contractor shall submit the information required by paragraph (c) to the Contracting Officer within 5 business days after initial notification.

b. The contractor shall provide an explanation of the circumstances necessitating the proposed substitutions.

c. Submit complete resumes for the proposed substitutes and any additional information requested by the CO. Proposed substitutes should have comparable qualifications to those of the person(s) being replaced. The CO will notify the contractor within 5 calendar days after receipt of all required information of the decision on substitutions. The task order will be modified to reflect any approved changes of key personnel.

H2

TEAMING ARRANGEMENTS

a. The awardees’ first-tier subcontractors are considered “team members.” 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. Should it become advantageous to deviate from the initial teaming arrangement, the contractor should request approval from the Contracting Officer before making such arrangements.

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

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

d. The following first-tier subcontractors were evaluated during source selection and are considered to be team members:

(To be filled in by the Government at contract award)

H3

ORDERING PROCEDURES

The Government shall issue the contractor a Statement of Work (SOW) developed by the Government describing specific work and data items required, anticipated performance period, critical milestones or a SOO that describes the overall task order performance requirement.

The contractor shall provide the Contracting Officer an original and copies (as specified) of a complete, detailed proposal. The proposal shall address:

· The comprehensive technical and management approach to accomplish the effort (to include a SOW if a SOO is issued with the Request for Proposal);

· Detailed cost or pricing in accordance with the instructions set forth in the task order RFP, and Table 15-2 of FAR 15.408;

· Proposed schedule for completing the task order effort; and

· Any other requested and/or pertinent information.

Upon proposal receipt, the Contracting Officer and Technical Representatives will evaluate the submission, conduct discussions/negotiations if necessary and award the task order.

H4

MINIMUM/MAXIMUM ORDERING LIMITS

a. This is an indefinite-quantity contract as contemplated by FAR 16.504. The total scope of the technical tasks for which orders may be issued is set forth in the attached Statement of Work. The maximum dollar amount the Government may order under this program is $80,000,000.00. The total dollar value of all orders will not exceed the total program value. Task orders will be placed in accordance with the terms of this solicitation.

b. Notwithstanding FAR 52.216-19, Order Limitations (OCT 1995), if no orders are placed against this contract, the contractor shall be paid the minimum guarantee of $100,000.00 during the five year ordering period.

H5

AUTHORITY TO ISSUE ORDERS

Orders issued pursuant to this contract may only be placed by DTRA.

H6

HOLIDAYS

The Government observes the following Federal Holidays:

New Year’s Day

Martin Luther King’s Birthday

Presidents’ Day

Memorial Day

Independence Day

Labor Day

Columbus Day

Veterans Day

Thanksgiving Day

Christmas Day

The contractor is responsible for approving contractor personnel leave as it pertains to Federal Holidays and unscheduled Federal holidays (i.e. Approved by Executive Order). The contractor will ensure all areas of support are maintained as to not degrade mission support (i.e. areas requiring 24/7 support or emergency essential personnel).

H7

OTHER REQUIREMENTS

a. Travel ‑Some travel both within the CONUS and OCONUS locations may be required as part of the task order(s). The Government reserves the right to provide short notice notification of a travel requirement in order to provide rapid response to emergency and unforeseen support requirements.

b. Interaction with Other Government Contractors - During the performance of the task order(s), it may be necessary for the contractor to interact and maintain a working relationship with other Government contractors who are providing goods and services to DTRA. The contractor shall use its best efforts to facilitate the exchange of information and or data among the contractors, as it becomes necessary in the performance of this contract. If any problems are encountered, the COR and the CO shall be notified immediately.

52.217-9 OPTION TO EXTEND THE TERM OF THE CONTRACT (MAR 2000)

(a) The Government may extend the term of this contract by written notice to the Contractor within 30 days; provided that the Government gives the Contractor a preliminary written notice of its intent to extend at least 60 days before the contract expires. The preliminary notice does not commit the Government to an extension.

(b) If the Government exercises this option, the extended contract shall be considered to include this option clause.

(c) The total duration of this contract, including the exercise of any options under this clause, shall not exceed 5 years.

(End of clause)

252.204-9003 Contractor Access to DTRA Facilities or Information Systems (AUG 2007)

Contractors requiring access to Defense Threat Reduction Agency (DTRA) facilities or information systems worldwide will be required to obtain a Common Access Card (CAC), and shall comply with the identity proofing, registration, and accreditation requirements provided by the DTRA Physical Security Branch, Security and Counterintelligence Directorate. Further information may be obtained by contacting the Physical Security Branch at 703-767-2972 or 7951.

252.209-9000 ORGANIZATIONAL CONFLICTS OF INTEREST (FEB 2006)

a. Purpose. The primary purpose of this Clause is to aid in ensuring that: (1) the Contractor's objectivity and judgment are not biased because of its past, present, or currently planned interests (financial, contractual, organizational, or otherwise) which relate to work under this Contract, (2) the Contractor does not obtain an unfair competitive advantage by virtue of its access to non-public information regarding the Government's program plans and actual or anticipated resources, and (3) by virtue of its access to proprietary information belonging to others, the Contractor does not obtain any unfair competitive advantage.

b. Scope. The restrictions described herein shall apply to performance or participation by the Contractor and any of its affiliates or their successors in interest (hereinafter collectively referred to as "contractor") in the activities covered by this Clause as prime contractor, subcontractor, cosponsor, joint venture, consultant, or in any similar capacity.

(1) Maintenance of Objectivity: The Contractor shall be ineligible to participate in any capacity in contracts, subcontracts, or proposals therefore (solicited or unsolicited) which stem directly from the Contractor's performance of work under this Contract. Furthermore, unless so directed in writing by the Contracting Officer, the Contractor shall not perform any services under this Contract on any of its own products or services, or the products or services of another firm if the Contractor is, or has been, substantially involved in their development or marketing. In addition, if the Contractor under this Contract prepares a complete, or essentially complete, Statement of Work to be used in competitive acquisitions, the Contractor shall be ineligible to perform or participate in any capacity in any contractual effort which is based on such Statement of Work or specifications. Nothing in this subparagraph shall preclude the Contractor from competing for follow-on contracts.

(2) Access To and Use of Government Information: If the Contractor, in the performance of this Contract, obtains access to 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 unless the information has been released or otherwise made available to the public, (b) compete for work based on such information for a period of six (6) months after the completion of this Contract, or until such information is released or otherwise made available to the public, whichever occurs first, (c) 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 (d) release such information unless such information has previously been released or otherwise made available to the public by the Government.

(3) Access To and Protection of Proprietary Information: The Contractor agrees that, to the extent it receives or is given access to proprietary data, trade secrets, or other confidential or privileged technical, business, or financial information (hereinafter referred to as "proprietary data") under this Contract, it shall treat such information in accordance with any restrictions imposed on such information. The Contractor further agrees to enter into a written agreement for the protection of the proprietary data of others and to exercise diligent effort to protect such proprietary data from unauthorized use or disclosure. A copy of each such written agreement shall be furnished to the Contracting Officer. In addition, the Contractor shall obtain from each employee who has access to proprietary data under this Contract, a written agreement which shall in substance provide that such employee shall not, during his/her employment by the Contractor or thereafter, disclose to others or use for their benefit, proprietary data received in connection with the work under this Contract.

c. Subcontracts: The Contractor shall include this Clause, including this paragraph, in consulting agreements and subcontracts of any tier when directed by the Contracting Officer. The terms "contract," "Contractor," and "Contracting Officer" will be appropriately modified to preserve the Government's rights.

d. Representations and Disclosures:

(1) The Contractor represents that it has disclosed to the Contracting Officer, prior to award, all facts relevant to the existence or potential existence of organizational conflict of interests as that term is used in FAR Subpart 9.5.

(2) The Contractor agrees that if after award it discovers an organizational conflict of interest with respect to this contract, prompt and full disclosure shall be made in writing to the Contracting Officer which shall include a description of the action the Contractor has taken or proposes to take to avoid or mitigate such conflicts.

e. Remedies and Waiver:

(1) For breach of any of the above restrictions or for nondisclosure or misrepresentation of any relevant facts required to be disclosed during 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 organizational conflict of interest (or potential therefore) subsequent to contract award, the Contracting Officer may terminate this contract for convenience if such termination is deemed to be in the best interest of the Government.

(2) The parties recognize that it is impossible to foresee each circumstance to which this clause might be applied in the future and that the clause has effect which will survive the performance of this contract. Accordingly, the Contractor may at any time seek a waiver from the Contracting Officer by submitting a full written description of the requested waiver and the reasons in support thereof. If it is determined to be in the best interests of the Government, the Head of Contracting Activity will grant such a waiver in writing.

f. Modifications: Prior to a contract modification, when the Statement of Work is changed to add new work or the period of performance is significantly increased, the Contracting Officer will request, and the Contractor is required to submit, either an organizational conflict of interest disclosure or an update of the previously submitted disclosure or representation.

g. Termination: The restrictions imposed by paragraph b (1) of this clause will terminate one year after final payment on this contract. Restrictions upon use of government information and the requirement to protect proprietary information are permanent.

(End of clause)

252.215-9003 INCORPORATION OF SECTION K BY REFERENCE (OCT 1998)

Pursuant to Federal Acquisition Regulation (FAR) 15.204-1(b), SECTION K of the solicitation is hereby incorporated by reference.

252.219-7003 SMALL BUSINESS SUBCONTRACTING PLAN (DOD CONTRACTS) (APR. 2007)

This clause supplements the Federal Acquisition Regulation 52.219-9, Small Business Subcontracting Plan, clause of this contract.

(a) Definitions. Historically black colleges and universities, as used in this clause, means institutions determined by the Secretary of Education to meet the requirements of 34 CFR 608.2. The term also means any nonprofit research institution that was an integral part of such a college or university before November 14, 1986.

Minority institutions, as used in this clause, means institutions meeting the requirements of section 1046(3) of the Higher Education Act of 1965 (20 U.S.C. 1135d-5(3)). The term also includes Hispanic-serving institutions as defined in section 316(b) (1) of such Act (20 U.S.C. 1059c (b) (1)).

(b) Except for company or division-wide commercial items subcontracting plans, the term small disadvantaged business, when used in the FAR 52.219-9 clause, includes historically black colleges and universities and minority institutions, in addition to small disadvantaged business concerns.

(c) Work under the contract or its subcontracts shall be credited toward meeting the small disadvantaged business concern goal required by paragraph (d) of the FAR 52.219-9 clause when:

(1) It is performed on Indian lands or in joint venture with an Indian tribe or a tribally-owned corporation, and

(2) It meets the requirements of 10 U.S.C. 2323a.

(d) Subcontracts awarded to workshops approved by the Committee for Purchase from People Who are Blind or Severely Disabled (41 U.S.C. 46-48), may be counted toward the Contractor's small business subcontracting goal.

(e) A mentor firm, under the Pilot Mentor-Protégé Program established under Section 831 of Pub. L. 101-510, as amended, may count toward its small disadvantaged business goal, subcontracts awarded--

(f) The master plan approval referred to in paragraph (f) of the FAR 52.219-9 clause is approval by the Contractor's cognizant contract administration activity.

(g) In those subcontracting plans which specifically identify small businesses, the Contractor shall notify the Administrative Contracting Officer of any substitutions of firms that are not small business firms, for the small business firms specifically identified in the subcontracting plan. Notifications shall be in writing and shall occur within a reasonable period of time after award of the subcontract. Contractor-specified formats shall be acceptable.

(End of clause)

252.242-9000 CONTRACTOR PERFORMANCE ASSESSMENT REPORTING SYSTEM (CPARS) (NOV 2002)

1. As required by FAR Parts 42 and 15, and DTRA policy for the Contractor Performance Assessment Reporting System (CPARS) and Past Performance Information Retrieval System (PPIRS), formerly known as PPAIS, effective July, 2001, the Government shall complete a CPAR each year of the period of performance of this contract. The contractor will have an opportunity to provide their comments in each CPAR before it is completed. In accordance with DTRA CPARS policy the completed CPARs will be entered into PPIRS, a retrieval system for Government source selection teams to access the CPARs of contractor's performance. The DTRA CPARS and PPIRS policy includes an explanation of the process and procedures that will be utilized under this contract. A copy is available for contractor reference via the DTRAlink (www.dtra.mil) by accessing Acquisition, Doing Business with Us.

2. The CPARs shall occur annually in accordance with the schedule established below:

(i) Initial CPAR: 12 months after contract start date (date performance begins) TBD (by PCO)

(ii) Interim CPAR(s) will be performed annually on the anniversary of the contract start date according to the following schedule: TBD (by PCO)

(iii) A Final CPAR will be completed upon contract termination, transfer of program management/contract management responsibility outside of DTRA, the delivery of the final end item on contract and/or the completion of the performance period.

(iv) An Out-of-Cycle CPAR may be required when there is a significant change in performance that alters the assessment in one or more evaluation area(s). An Out-of-Cycle CPAR is optional and shall be processed in accordance with DTRA CPARS policy referenced in paragraph 1. above.

3. Each CPAR shall only cover the period elapsing from the last annual CPAR. The final CPAR shall not be used to summarize or "roll-up" the contractor's performance under the entire contract. Each annual CPAR and the final CPAR together will comprise a total picture of contractor performance.

4. At the request of the Government, a verbal, informal review of the Contractor’s performance may be held 3-6 months before the completion of the Interim or Final Evaluation periods. This review entails discussing any problems or areas of concern regarding the Contractor’s performance to date. No written evaluation form or other formal documentation is required for this evaluation. It may be conducted with the Contractor by telephone, teleconference or face-to-face. This is designed to offer the Contractor an opportunity to correct known deficiencies or weaknesses prior to the formal written evaluation.

5. As set forth in DTRA CPARS policy, any disagreements between the Contractor and the Program Manager regarding the CPAR(s) that cannot be resolved shall be reviewed by the designated Reviewing Official prior to completion of the CPAR.

6. Special Requirements for Indefinite Delivery Contracts (IDIQ and Requirements type), CPARs shall be processed

____ for all existing orders (combined) at the time the CPAR is processed

_X___ on an order-by-order basis

____ on a grouped order basis

7. The policy and procedures set forth in this clause and DTRA CPARS policy are not subject to "Disputes" as described in FAR Part 33.

252.247-9000 GOVERNMENT CONTRACTOR TRAV

EL (MAR 2007)

The Joint Travel Regulation (JTR), Appendix E, Part I.A.1.b., states invitational travel applies to individuals acting in a capacity that is related directly to, or in connection with, official DOD activities; however, this does not include a contractor’s employee traveling in the performance of the contract. Appendix E, Part I.B.4. RESTRICTIONS, further states invitational travel must not be authorized for contractors. Appendix E, Part III states neither the JFTR nor the JTR may be used as official contractor travel regulations as they apply to uniformed personnel and Defense Department civilian employees and contain provisions, the use of which is illegal by contractors. The JTR can be viewed at https://secureapp2.hqda.pentagon.mil/perdiem

Discounts may be obtained for some travel related services (identified below); however, commercial vendors are under no obligation to extend Government rates for the Government’s travel and transportation programs to contractors working on behalf of the Federal Government. Contractors must contact their Contracting Officer Representative (COR) to obtain a Government Contractor Official Travel Letter of Identification, signed by the authorizing Contracting Officer.

Contract City-Pair Air Passenger Transportation Program and Other Government Fares. Use of GSA contract city-pair air passenger fares is governed by GSA’s contracts with the airlines and by the Defense Transportation Regulation (DOD 4500.9-R), Part I, Chapter 103. Use of other airfares reserved for Government employees on official business is governed by the airline fare structure and rules. Government contractors are not eligible to participate in the GSA city-pairs program for air passenger transportation services as of October 1, 1998.

Rail Service. Commercial passenger rail vendors may voluntarily offer discount rates to contractors traveling who are on official Government business at the vendor’s discretion.

Lodging Programs. GSA and Services’ lodging programs may voluntarily offer discount rates to contractors who are on official Government business at the vendor’s discretion.

Car Rental Program. Military Surface Deployment and Distribution Command (SDDC) negotiates special rate agreements with car rental companies available to all Government employees and uniformed personnel while traveling on official Government business. Some commercial car rental companies may voluntarily offer similar discount rates to Government contractors at the vendor's discretion.

Section I - Contract Clauses

CLAUSES INCORPORATED BY REFERENCE

52.211-11 LIQUIDATED DAMAGES--SUPPLIES, SERVICES, OR RESEARCH AND DEVELOPMENT (SEP 2000)

(a) If the Contractor fails to deliver the supplies or perform the services within the time specified in this contract, the Contractor shall, in place of actual damages, pay to the Government liquidated damages of $_______, per calendar day of delay [Contracting Officer insert amount].

(b) If the Government terminates this contract in whole or in part under the Default--Fixed-Price Supply and Service clause, the Contractor is liable for liquidated damages accruing until the Government reasonably obtains delivery or performance of similar supplies or services. These liquidated damages are in addition to excess costs of repurchase under the Termination clause.

(c) The Contractor will not be charged with liquidated damages when the delay in delivery or performance is beyond the control and without the fault or negligence of the Contractor as defined in the Default--Fixed-Price Supply and Service clause in this contract.

(End of clause)

52.215-20 REQUIREMENTS FOR COST OR PRICING DATA OR INFORMATION OTHER THAN COST OR PRICING DATA (OCT 1997)—ALTERNATE IV (OCT 1997)

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

(b) Provide information described below: In accordance with Sections L.5.5.1 and L.5.5.2 and FAR 15.403-5, Table 15-2 (End of provision)

52.215-21 REQUIREMENTS FOR COST OR PRICING DATA OR INFORMATION OTHER THAN COST OR PRICING DATA--MODIFICATIONS (OCT 1997)—ALTERNATE IV (OCT 1997)

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

(b) Provide information described below:

In accordance with Sections L.5.5.1 and L.5.5.2 and FAR 15.403-5, Table 15-2 (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…