HSCG32-08-R-R00007.rtf

HSCG32-08-R-R00007

SECTION C – DESCRIPTION/SPECIFICATIONS/STATEMENT OF WORK

C.1 Scope of Work

Services shall be performed in accordance with a Statement of Work (SOW) that is included in each task order. A task order SOW details efforts that fall within the scope of this contract’s SOW, Attachment 1.

C.2 Personnel Qualifications

(a) Qualifications. The Contractor shall provide personnel having the minimum levels of professional/technical experience and education as specified for each labor category in the Labor Category Qualifications, Attachment 2. Specialized experience shall have been obtained in the areas indicated by the labor qualifications and the Statement of Work, Attachment 1. In addition, key personnel are subject to the terms of the clauses in Section H entitled, Key Personnel Requirements and in Section I entitled, Key Personnel or Facilities (HSAR 3052.215-70).

(b) Workmanship. Unless otherwise specified in this contract, the quality of all services rendered hereunder shall conform to the highest standards in the relevant profession, trade or field of endeavor. All services shall be rendered by individuals fully qualified in the relevant profession, trade or field, and holding any licenses required by law.

SECTION D – PACKAGING AND MARKING

D.1 F.o.b. Point

All items shall be shipped f.o.b. destination with all shipping and transportation costs prepaid.

D.2 Delivery of Data

(a) Data furnished hereunder shall be adequately packaged to assure safe delivery at destination.

(b) Transmittal of classified information by mail shall be in accordance with the National Industrial Security Program Operating Manual (NISPOM) for Safeguarding Classified Information (DOD 5220.22-M).

(c) All copies of data deliverable items under this contract, regardless of distribution, shall be marked on the report cover with the following information:

U.S. Coast Guard Research and Development Center Contract, Task Order, and Deliverable Numbers Report Title Date of Report Contractor Name (division which generated the report)

(d) If applicable, deliverables containing software or other magnetic media shall be marked on external package with a notice reading substantially as follows: “CAUTION: SOFTWARE/MAGNETIC MEDIA ENCLOSED. DO NOT EXPOSE TO HEAT OR MAGNETIC FIELDS.”

(e) The Data Deliverables included in the Statement of Work, Attachment 1, of this contract are representative of data likely to be required during performance. Place and time of delivery of data will be as specified on the Data Deliverables, supplied with each task order. The Data Deliverables furnished with the individual task orders shall control. Any change in the delivery of data will be made by a formal modification to the task order.

D.3 Preservation, Packaging, Packing, and Marking (Other than Data)

(a) Preservation, packaging, packing, and marking shall be in accordance with best commercial practices to meet the packing requirements of the carrier and to ensure safe delivery at destination. Additionally, the Contractor shall mark all deliverables with the following:

(b) If applicable, deliverables containing software or other magnetic media shall be marked on external package with a notice reading substantially as follows: “CAUTION: SOFTWARE/MAGNETIC MEDIA ENCLOSED. DO NOT EXPOSE TO HEAT OR MAGNETIC FIELDS.”

(c) When practical, one set of the unpacking instructions shall be placed in a heavy waterproof envelope prominently marked “UNPACKING INFORMATION” and firmly affixed to the outside of the deliverable in a protected location. If the unpacking instructions are too large to be affixed to the exterior of the deliverable, they shall be placed inside and directions for locating them provided in the envelope marked “UNPACKING INFORMATION.”

(d) The use of asbestos, excelsior, newspaper or shredded paper (all types including waxed paper, computer paper, and similar hygroscopic or non-neutral material) is prohibited. In addition, loose fill polystyrene is prohibited for shipboard use.

SECTION E – INSPECTION AND ACCEPTANCE

52.246-3 Inspection of Supplies - Cost-Reimbursement. (MAY 2001)

52.246-5 Inspection of Services - Cost-Reimbursement. (APR 1984)

E.1 Government Review and Acceptance

(a) The Government will review and verify that all deliverables associated with a task order issued under this contract fulfill the requirements and standards stated in this contract and in the associated task order.

(b) Technical inspection and acceptance of all work, performance, reports, and other deliverables under this contract will be performed at the location specified in an individual task order. The task order will also designate the Contracting Officer's Technical Representative responsible for inspection and acceptance, as well as the basis for acceptance. Task order deliverable items rejected shall be corrected in accordance with the applicable clauses.

(c) Unless otherwise stated in the individual task order, the Government requires a period not to exceed 30 days after receipt of the final deliverable item(s) for inspection and acceptance or rejection. Final acceptance rests with the Contracting Officer or designee.

SECTION F – DELIVERIES OR PERFORMANCE

52.242-15 Stop-Work Order. (AUG 1989) - Alternate I (APR 1984)

52.247-34 F.o.b. Destination. (NOV 1991)

F.1 Contract Period of Performance

(a) The ordering period of this contract is four years nine months from the effective date of contract award. (See Section I, FAR 52.216-18, Ordering). The Contractor shall not be required to make deliveries under this contract beyond five years from the effective date of contract award (See Section I, FAR 52.216-22, Indefinite Quantity).

(b) The period of performance and deliverables will be specified in each task order.

F.2 Deliveries

Delivery of supplies, services, written documents, etc. (including required formats and delivery locations) shall be in accordance with the task order requirements. All correspondence and reports related to each task order shall be delivered to the cognizant Contracting Officer and/or designated Contracting Officer’s Technical Representative as specified in the task order.

F.3 Place of Performance

(a) Work shall be performed at the Contractor's facility or other locations as required by the Statement of Work, Attachment 1. Performance in or use of Government facilities by the Contractor is not authorized under this contract without the prior approval of the Contracting Officer. For indefinite-delivery type contracts, the individual task orders may specify locations where work shall be performed. These sites are likely to include, but are not limited to, the following locations:

(b) Performance under this contract may require travel by Contractor personnel. Sea travel and work aboard Government vessels may be required. The Contractor shall obtain boarding authorization from the Commanding Officer prior to boarding any U.S. Coast Guard vessel.

(c) The Contractor is responsible for making all needed arrangements for its personnel. This includes, but is not limited to, travel reservations, medical examinations, immunization, passports, visas, and security clearances.

SECTION G – CONTRACT ADMINISTRATION DATA

G.1 Contractual Authority and Communications

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

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

(c) The Contracting Officer is the only person authorized to approve changes to any of the requirements of this contract and, notwithstanding provisions contained elsewhere in this contract, the said authority remains solely the Contracting Officer’s. In addition to the Contracting Officer identified below, individual task order Contracting Officers will be identified for each task order issued under this contract. In no event will any understanding, agreement, modification, change order, or other matter deviating from the terms of this contract or any task order between the Contractor and any other person be effective or binding on the Government. If, in the opinion of the Contractor, an effort outside the existing scope of this contract or any task order is requested, the Contractor shall promptly notify the Contracting Officer of this contract or any task order, whichever applies, in writing. No action shall be taken by the Contractor unless the Contracting Officer has issued a formal modification. In the event the Contractor effects any change at the direction of any person other than the Contracting Officer for this contract or any task order issued hereunder, the change will be considered to have been made without authority and no cost adjustment will be made to this contract or any task order to cover an increase in charges incurred as a result thereof.

(d) The Government reserves the right to administratively transfer authority over this contract from the individual named below to another Contracting Officer at any time.

(e) The Contracting Officer for this contract is:

Name: *_________________________

Address: Contracting Office U.S. Coast Guard Research and Development Center 1082 Shennecossett Road Groton, CT 06340-6048

Telephone: (860) 441-*_____

E-mail: *__________@uscg.mil

* To be filled in at time of award.

G.2 Contracting Officer’s Technical Representative Appointment

(a) Coordinating Contracting Officer’s Technical Representative (CCOTR). The Contracting Officer hereby appoints a CCOTR for this contract. The CCOTR is responsible for the specific functions identified in the CCOTR Appointment Letter provided as Attachment 3. The CCOTR does not have the authority to make new assignments of work or to issue directions that cause an increase or decrease to the cost of this contract or otherwise affect any other contract terms. The following individual is appointed as the CCOTR for this contract:

CCOTR: *_________________________

Address: U.S. Coast Guard Research and Development Center 1082 Shennecossett Road Groton, CT 06340-6048

Telephone: (860) 441-*_____

E-mail: *__________@uscg.mil

(b) Task Order Contracting Officer’s Technical Representative (TOCOTR). The Contracting Officer will designate a TOCOTR for each individual task order issued under this contract. The TOCOTR will be named in the task order award document. This individual will perform the duties of the Contracting Officer’s Technical Representative in connection with the technical oversight of the task order. The TOCOTR will be the technical point of contact for that task order and will be responsible for the specific functions identified in the TOCOTR Appointment Letter provided as Attachment 4.

* To be filled in at time of award.

G.3 Ordering

(a) Supplies or services to be furnished under this contract shall be furnished at such times as ordered by the issuance of task orders on an Optional Form 347 by a Contracting Officer of the U.S. Coast Guard Research and Development Center. All task orders issued hereunder are subject to the terms and conditions of this contract. This contract shall control in the event of conflict with any task order. When mailed, a task order will be “issued” for the purpose of this contract at the time the Government deposits the order in the mail, or, if transmitted by other means, when physically delivered to the Contractor. Verbal awards of task orders are authorized in accordance with paragraph (g) below.

(b) A Standard Form 30 will be used to modify task orders.

(c) Each task order issued will include an estimated cost and fixed fee. If the task order is incrementally funded, the amount available for payment and allotted to the task order will also be specified. The Limitation of Cost and/or the Limitation of Funds clauses will control notification requirements when the Contractor has reason to believe it will experience an overrun of the estimated cost or allocated funds specified in the task order.

(d) Under no circumstances shall the Contractor start work prior to the issue date of the task order unless specifically authorized to do so by the Contracting Officer. Any work commenced prior to the date of authorization or task order issuance will be considered unauthorized and will not be subsequently ratified.

(e) Information. Each task order will include at least the following:

(1) Date of order

(2) Contract and order number

(3) Appropriation and accounting data

(4) Description of the services to be performed, including the period of performance, and a description of any end items to be delivered

(5) Identification as either a term form or completion form order

(6) For term form orders, the level of effort including the estimated number of hours for each applicable labor category required to perform the order

(7) Data Deliverables

(8) Exact place of delivery

(9) The estimated cost, fixed fee and cost-plus-fixed-fee amount

(10) List of Government Furnished Property and the estimated value thereof, if applicable

(11) DD Form 254 (Contract Security Classification Specification), if applicable

(f) Term or Completion Form Orders. Task orders will be issued on either a term or completion form basis as described in FAR 16.306.

(g) Oral Orders. Oral task orders (or modifications to task orders) will be placed only as follows. The information described in paragraph (e) above will be furnished to the Contractor at the time of placing an oral task order and will be confirmed by issuance of a written task order on Optional Form 347 within five working days. Unilateral task orders cannot be issued orally.

(h) Unilateral Orders. Task orders under this contract will ordinarily be issued after both parties agree on all terms. If the parties fail to agree, the Contracting Officer may require the Contractor to perform and any disagreement will be deemed a dispute within the meaning of the Disputes clause.

(i) Cautionary Note. Nothing stated in a task order, in a quote, or in discussions thereto can modify the contract terms or regulations governing this contract. Task orders are not advance agreements under FAR 31.109; costs incurred remain subject to the same standards of allowability regardless of whether they were used as a basis for projecting task order costing.

G.4 Payment of Fee

(a) The fixed fee specified in Section B of this contract represents the maximum fee that shall be paid under this contract. This fee shall be paid, subject to any adjustment required by other provisions of this contract, in installments at the time of each provisional payment for reimbursement of allowable cost. This clause addresses payment of fixed fee for both term and completion form task orders.

(b) Requests for provisional fee payment must be based on and be consistent with the information stated in the contract or task order financing request.

(c) For term form task orders, a portion of any fixed fee specified in the task order will be paid on a provisional basis. The amount of such payments will be based on the ratio of direct professional labor hours expended during the covered period to the direct professional labor hours specified in the task order. Direct professional labor hours include all labor categories specified for the task order except administrative or support personnel such as company management, typists, secretarial support, word processing, contract administration, and key punch operators, even though such administrative personnel are normally treated as direct labor by the Contractor. At the time of issuance, a term form task order will state the requirements for earning full fixed fee by including one of the following clauses:

(2) The total fee for each term form task order shall be payable upon acceptance of the work by the Government and upon receipt of a written certification from the Contractor that at least 90% of the level of effort specified in the task order has been expended. If the Contractor provides less than 90% of the level of effort specified in the task order, the fixed fee will be adjusted downward based on each hour not provided of the full level of effort specified. If the Contractor has provided 100% of the level of effort specified in the task order and the cost incurred is below the estimated cost, the Government may require the Contractor to provide additional effort up to 110% of the level of effort specified in the task order until the estimated cost has been reached. However, this additional effort shall not result in any increase in the fixed fee.

(d) If performance is considered satisfactory, the Government may make provisional fee payments subject to FAR 52.216-8 on the basis of percentage of work completed, as determined by the Contracting Officer for completion form task orders. The Contractor is entitled to the full amount of fixed fee upon the acceptable completion of the task order. The Contractor shall be required to complete the specified end product (e.g., a final report or working system) within the estimated cost as a condition for payment of the entire fixed fee. In the event the work cannot be completed within the estimated cost, the Government may require more effort without any increase in fee, provided the Government increases the estimated cost. If the Government chooses not to increase the estimated cost, the fixed fee payable will be based on the Contracting Officer’s determination of the percentage of completion of the specified end product(s).

(e) Provisional payment of fee will be subject to other relevant clauses of the contract including retainage.

G.5 Contractor Performance Evaluations

(a) In compliance with FAR 42.15, the Contractor shall register in the National Institutes of Health (NIH) Contractor Performance System (CPS). CPS is the official site utilized by the U.S. Coast Guard for rating Contractor performance. The Contractor shall register in CPS at the following NIH secure website: https://cpscontractor.nih.gov.

(b) The Contracting Officer or designee will transmit the completed evaluation to the Contractor for comment. The Contractor shall have 30 days in which to respond. The Government will consider any comments provided by the Contractor before finalizing the Performance Report. The Contractor’s comments will be included in the Performance Report.

(c) Performance evaluations will be done for each completed task order valued over $100,000 and for selected task orders with lower dollar values as determined by the Contracting Officer.

G.6 Cost Accounting Systems

(a) Cost Accounting System

The Contractor shall maintain a cost accounting system that will accumulate costs incurred for each task order separately.

(b) Task Order Proposal Preparation Cost

Submission of proposals in response to task order request for proposals is not mandatory. Bid and proposal expenses incurred in connection with the preparation of task order proposals will be reimbursed in accordance with established practices; however, bid and proposal costs will not be reimbursed as direct costs.

(c) Uncompensated Overtime

Uncompensated overtime is defined as hours worked by Fair Labor Standards Act exempt employees in excess of 40 hours per week for which no compensation is paid in excess of normal weekly salary. An Offeror/subcontractor shall include uncompensated overtime in its cost proposal only if the practice is consistent with its established accounting practices. The Contractor's/subcontractor's accounting system shall record all direct and indirect hours worked, including uncompensated overtime.

Only those Contractors/subcontractors who included uncompensated effort in their contract proposals shall utilize this accounting practice in a task order proposal or during performance. Similarly, task order proposals shall include uncompensated effort consistent with contract cost proposals. Task order proposals, which deviate from contract proposals, shall include an explanation for the deviation for the Contracting Officer's consideration.*

* The term “contract proposals” as used in this clause refers to proposals, which may result in initial contract award. “Task order proposals” refers to proposals received in response to task order request for proposals.

G.7 Cognizant Defense Contract Audit Agency

The cognizant Defense Contract Audit Agency (DCAA) for this contract is:

DCAA Office: *______________________________________________

Address: * ______________________________________________

Telephone: *______________________________________________

* Offeror shall fill in the above information, if known.

G.8 Contractor’s Points of Contact

(a) The Contractor’s Senior Management Representative (SMR) shall have authority to manage affairs and assign resources. The SMR shall report to the company’s highest-level management. The SMR shall be the point of contact for the Coordinating Contracting Officer’s Technical Representative when contract or task order issues occur that require the attention of a higher authority than the Program Manager. The SMR point of contact for performance under this contract is:

Name: *______________________________________________

Title: *______________________________________________

Address: *______________________________________________

Telephone: *______________________________________________

E-Mail: *______________________________________________

(b) The Contractor’s Contracting Officer point of contact for performance under this contract is:

Name: *______________________________________________

Title: *______________________________________________

Address: *______________________________________________

Telephone: *______________________________________________

E-Mail: *______________________________________________

* Offeror shall fill in the above information.

G.9 Invoice Payments

(a) The Contractor shall submit invoices on an individual task order basis; not more frequently than biweekly, for costs incurred. The lapse between performance and the submission of invoices shall not exceed 30 days. The submittal shall consist of an invoice prepared in accordance with the clause in Section I entitled, Prompt Payment (FAR 52.232-25).

(b) The Contractor shall distribute the original invoice and one copy to:

(c) Interim Invoices. In addition to the information required by the clauses in Section I entitled, Allowable Cost and Payment (FAR 52.216-7), and FAR 52.232-25, an invoice shall meet the following requirements:

(1) Each invoice shall be consecutively numbered for each task order.

(2) The invoice shall include current and cumulative charges by major cost element such as direct labor, overhead and other direct costs (ODCs), and fee. Each invoice shall identify the indirect billing rates. Cite direct labor hours incurred by labor category and number of hours worked. All ODCs shall be broken out and identified such as travel, subcontracting, material, and equipment. The following information and records shall be compiled, retained and made available to the Contracting Officer for audit purposes upon request, in accordance with the clause in Section I entitled, Audit and Records – Negotiation (FAR 52.215-2):

Travel records shall be broken out by person including travel dates and locations. Per trip, each person on travel shall have the total cost of their tickets, lodging, car rentals, meals, etc. delineated. A travel expense report or receipts for travel mode (air, train, etc.), lodging and travel expenses exceeding $75.

All ODCs procured in connection with this effort shall be broken out providing detailed information identifying material, equipment, supplies, etc. and the cost for each item.

A copy of each subcontractor’s invoice including current charges for labor including labor hours incurred by labor category and a detailed breakdown of ODCs such as travel, material, equipment, supplies, etc. and the cost for each item.

(3) Invoices shall clearly indicate the period of performance for which payment is requested.

(4) When the Contractor submits invoices on a monthly basis, the performance period covered by invoices shall be the same as the performance period for the corresponding monthly progress reports submitted under the task order.

(5) Pending settlement of the final indirect rates for any period, the Contractor will be reimbursed at billing rates approved by the Cognizant Federal Agency (CFA). The Contractor shall ensure that any change in the identity of the CFA responsible for establishment of its indirect rate factors is made known to the Contracting Officer. These rates are subject to appropriate adjustments when revised by mutual agreement or when the final indirect rates are settled either by mutual agreement or unilateral determination by the CFA (See FAR 42.704). In accordance with FAR 52.216-7, the Contractor shall submit to the CFA a proposal for final indirect rates based on the Contractor’s actual costs for the period, together with all supporting data. In addition, Contractors are required by the CFA to submit billing rate proposals, usually no later than 30 days after the close of its fiscal year, for the ensuing fiscal year to the CFA. The Contractor’s failure to provide the rate proposal in a timely manner may impact payment of invoices and could ultimately result in suspension of the indirect expense portion. The Contractor shall provide copies of all rates established by the CFA to the Contracting Officer. It is imperative that the Contracting Officer be provided signed copies of all rate agreements since these rate agreements must be in the possession of the Contracting Officer before any rates contained therein can be utilized by the Contractor for cost reimbursement.

(d) Last Interim Invoice. The Contractor shall submit a last interim invoice for each task order. This invoice shall include a complete list of invoices previously tendered under the task order. The last interim invoice shall consist of the completion invoice (clearly identified in accordance with FAR 52.216-7) prior to the establishment of final annual indirect rates. The last interim invoice shall be submitted within one year of the contract’s physical completion.

(e) Final Invoice. For each task order, the Contractor shall submit a final invoice, along with the Contractor's Release DHS Form 0700-03, to the Contracting Officer, following the final adjustment of its annual indirect rates per FAR 52.216-7.

SECTION H – SPECIAL CONTRACT REQUIREMENTS

H.1 Level of Effort Notification (Term Form Task Orders)

(a) The Contractor shall notify the Contracting Officer immediately in writing whenever it has reason to believe that:

(1) The level of effort that the Contractor expects to incur under any term form task order in the next 30 days, when added to the level of effort previously expended in the performance of that task order, will exceed 75% of the level of effort established for that task order;

(2) The level of effort required to perform a particular task order will be greater than the level of effort established for the task order.

(b) Either the Limitation of Cost or the Limitation of Funds clause, depending on whether the task order is fully funded or not, applies independently to each task order under this contract and nothing in this clause amends the rights or responsibilities of the parties hereto under either of these two clauses. The notifications required by this clause are separate and distinct from any specified in the Limitation of Cost or Limitation of Funds clause.

H.2 Incremental Funding of Task Orders

(a) Pursuant to the clause in Section I entitled, Limitation of Funds (FAR 52.232-22), task orders issued under this contract may be incrementally funded.

(b) When a term form task order is incrementally funded, the following clauses will be set forth in full in the task order:

Limitation of Liability – Initial Incremental Funding (Term Form)

(a) The amount available for payment for this incrementally funded task order is $__________. The amount allocated to the estimated cost is $__________. The amount allocated to the fixed fee is $__________. The Limitation of Funds clause, FAR 52.232-22, applies to the amount allotted to cover the estimated costs only. The fixed fee will be payable in accordance with other clauses of the contract.

(b) The estimated level of effort applicable to the incremental funding provided herein is __________ labor hours.

(c) The incremental funding provided herein is estimated to be adequate for services performed through __________.

Limitation of Liability – Subsequent Incremental Funding (Term Form)

(a) Additional funds in the amount of $__________ are hereby provided for continued performance under this task order. The amount allocated to the estimated cost is increased from $__________ by $__________ to $__________. The amount allocated to the fixed fee is increased from $__________ by $__________ to $__________. The total funding obligated for performance is therefore increased from $__________ by $__________ to $__________. Subject to the Limitation of Funds clause, FAR 52.232-22, no legal liability on the part of the Government for payment in excess of $__________ shall arise unless additional funds are made available and are incorporated by modification to this task order.

(b) The estimated level of effort applicable to the incremental funding provided herein is __________ labor hours. The total estimated level of effort for this task order is therefore increased from __________ labor hours by __________ labor hours to __________ labor hours.

(c) The incremental funding provided herein is estimated to be adequate for services performed through __________.

Limitation of Liability – Final Incremental Funding (Term Form)

(a) Additional funds in the amount of $__________ are hereby provided for continued performance under this task order. The amount allocated to the estimated cost is increased from $__________ by $__________ to $__________. The amount allocated to the fixed fee is increased from $__________ by $__________ to $__________. The total funding obligated for performance is therefore increased from $__________ by $__________ to $__________, which is the total estimated amount of this task order. This is the last increment of funding.

(b) The Limitation of Cost clause, FAR 52.232-20, applies to this task order.

(c) When a completion form task order is incrementally funded, the following clauses will be set forth in full in the task order:

Limitation of Liability – Initial Incremental Funding (Completion Form)

(a) The amount available for payment for this incrementally funded task order is $__________. The amount allocated to the estimated cost is $__________. The amount allocated to the fixed fee is $__________. The Limitation of Funds clause, FAR 52.232-22, applies to the amount allotted to cover the estimated costs only. The fixed fee will be payable in accordance with other clauses of the contract.

(b) The incremental funding provided herein is applicable to the tasks and deliverables specified in __________.

Limitation of Liability – Subsequent Incremental Funding (Completion Form)

(a) Additional funds in the amount of $__________ are hereby provided for continued performance under this task order. The amount allocated to the estimated cost is increased from $__________ by $__________ to $__________. The amount allocated to the fixed fee is increased from $__________ by $__________ to $__________. The total funding obligated for performance is therefore increased from $__________ by $__________ to $__________. Subject to the Limitation of Funds clause, FAR 52.232-22, no legal liability on the part of the Government for payment in excess of $__________ shall arise unless additional funds are made available and are incorporated by modification to this task order.

(b) The incremental funding provided herein is applicable to the tasks and deliverables specified in __________.

Limitation of Liability – Final Incremental Funding (Completion Form)

(a) Additional funds in the amount of $__________ are hereby provided for continued performance under this task order. The amount allocated to the estimated cost is increased from $__________ by $__________ to $__________. The amount allocated to the fixed fee is increased from $__________ by $__________ to $__________. The total funding obligated for performance is therefore increased from $__________ by $__________ to $__________, which is the total estimated amount of this task order. This is the last increment of funding.

(b) The Limitation of Cost clause, FAR 52.232-20, applies to this task order.

H.3 Insurance

(a) The following types of insurance are required in accordance with the clause in Section I entitled, Insurance - Liability to Third Persons (FAR 52.228-7), and shall be maintained in the minimum amounts shown:

(1) Comprehensive General Liability: $200,000 per person and $500,000 per accident for bodily injury. No property damage general liability insurance is required.

(2) Automobile Insurance: $200,000 per person and $500,000 per accident for bodily injury and $20,000 per accident for property damage. Comprehensive form of policy is required.

(3) Standard Workmen's Compensation and Employer's Liability Insurance (or, where maritime employment is involved, Longshoremen's and Harbor Worker's Compensation Insurance) in the minimum amount of $100,000.

(b) Each policy of insurance shall contain an endorsement that any cancellation or material change in the coverage adversely affecting the Government's interest shall not be effective unless the insurer or the Contractor gives written notice of cancellation or change to the Contracting Officer at least 30 calendar days prior to the aforementioned actions. When the coverage is provided by self-insurance, the Contractor shall not change or decrease the coverage without the Contracting Officer's prior approval.

H.4 Maximum Fee Rate for Task Orders

The Contractor shall propose a fee for each task order depending on the risk associated with a cost-plus-fixed-fee contractual arrangement and the nature of the work. However, the proposed task order fee shall not exceed the following maximum fee percentage(s):

Maximum Fee Base Fee %

* To be filled in at time of award, based on Contractor’s proposal.

H.5 Authorization for Use of Subcontracted Labor

(a) Authorization to use subcontracted labor consists of two separate and distinct procedures, consent and approval. Subcontracts shall meet both the consent and approval requirements of this clause to be considered allowable.

(b) Consent. Consent to subcontract means the Contracting Officer's written consent for the prime Contractor to enter into a particular subcontract. Consent to subcontract shall be obtained from the Contracting Officer in accordance with the clause in Section I entitled, Subcontracts (FAR 52.244-2).

(c) Approval. The Contracting Officer's approval is required for all subcontracts for direct services, i.e., any labor performed by other than bona-fide employees of the Contractor, such as “consultants.” The existence of an approved purchasing system does not affect the requirement for Contracting Officer approval.

(1) Direct services subcontracts subject to consent requirements. The Contractor shall obtain approval by forwarding a request for consent to subcontract to the Contracting Officer. The request shall include two copies of the proposed subcontract and a cover letter.

(2) Direct services subcontracts not subject to consent requirements. The Contractor shall obtain approval by forwarding one copy of all direct services subcontracts not subject to consent requirements to the Contracting Officer.

(3) Contracting Officer approval is granted to subcontract with the firms listed below. Subcontract direct services shall be provided only by the following companies:

*Subcontractors

(4) The Contractor shall obtain Contracting Officer approval in writing for all additional firms prior to their performance of any direct services under the contract. The Contractor shall fully justify why the additional firms are necessary for performance, as well as other matters pertaining to selection and pricing.

* Offeror shall fill in the above information conforming to their technical and cost proposals.

H.6 Subcontracting Plan

The Contractor's Small Business and Small Disadvantaged Business Subcontracting Plan dated *_____ number *_____ is determined to be acceptable and is hereby incorporated by reference.

* To be filled in at time of award.

H.7 Security Requirements

(a) Some task orders may require access to classified information. The Contractor shall possess and maintain a Secret Facility Security Clearance in accordance with the Industrial Security Regulation (DOD 5220.22R) for the receipt, generation, and storage of classified material. The Contractor shall possess the clearance at time of task order award.

(b) The Contractor shall be responsible for ensuring compliance by its employees and subcontractors with the security regulations of the Government installation or other facility where work is to be performed. The Contractor shall remove from the Government site any individual whose presence is deemed by the Commanding Officer of that site to be contrary to the public interest or inconsistent with the best interests of national security.

(c) The Contractor shall comply with DD Form 254, Contract Security Classification Specification, Attachment 5 and any documents such as Classification Guidelines attached thereto or referenced thereon.

H.8 Key Personnel Requirements

(a) Certain skilled experienced professional and/or technical personnel are essential for successful performance of the work required under this contract. These are defined as “key personnel” and are those persons identified below: *

(b) The Contractor agrees that such key personnel shall not be removed from the contract effort, replaced, or added to the contract without a legitimate reason and without compliance with paragraphs (c) and (d) below.

(c) If any changes (substitutions or additions) to the list of authorized key personnel become necessary, the Contractor shall immediately notify the Contracting Officer and propose personnel having the qualifications specified for that labor category. See the clause in Section C entitled, Personnel Qualifications.

(d) Requests for changes hereunder shall be written and shall provide a detailed explanation of the circumstances necessitating the proposed change. Requests shall be submitted when the need is identified, and not when submitting a proposal for an individual task order. The Contracting Officer will evaluate such requests and promptly notify the Contractor in writing of the acceptability of the personnel being proposed. The request shall also contain, for each individual:

(1) The current actual hourly rate, with appropriate burden indicated separately;

(2) A completed resume in the same detail as the original proposal; and

(3) Any other information requested by the Contracting Officer in order to reach a decision.

(e) If the Contractor uses any personnel under key personnel categories in performing the effort who are not currently authorized, the Contractor shall bear total risk if any individual is subsequently found unacceptable by the Contracting Officer.

* To be filled in at time of award.

H.9 Government Furnished Property

(a) The Government will furnish to the Contractor for use in connection with this contract, Government property as follows:

(1) Government Furnished Equipment (GFE), Government Furnished Material (GFM) and Government facilities made available for Contractor's use as identified in Attachment *_____ entitled, Government Property Made Available. The property identified in the attachment will be made available, free of expense to the Contractor in the quantities and at the times specified in the aforementioned attachment at the following location: *__________.

(2) Government Furnished Information (GFI) as identified in the statement of work and specifications. Unless specified otherwise, GFI will be furnished within 30 days after contract award.

(b) Only the identified items, in the quantity shown, will be furnished by the Government. All other material required for the performance of this contract shall be furnished by the Contractor. Government property furnished under this contract is for use exclusively under this contract unless specified otherwise in writing by the Contracting Officer.

(c) All Government property furnished under this contract shall be returned to the U.S. Coast Guard Research and Development Center, Groton, CT at the completion of the contract unless otherwise specified. The Contractor shall immediately advise the Contracting Officer, in writing, of any property lost, damaged, or transferred out of the Contractor's possession.

* Specific GFE/GFM/Government facilities will be provided with individual task orders.

H.10 Control of Technical Data

(a) The Contractor shall distribute data items according to the distribution shown on the Data Deliverables, supplied with each task order. The Contractor shall not distribute, release, or show data items or other technical data to third parties except with the written permission of the Contracting Officer.

(b) All copies of data deliverable items under this contract, regardless of distribution, shall be marked on the report cover with the following information:

U.S. Coast Guard Research and Development Center Contract, Task Order, and Deliverable Numbers Report Title Date of Report Contractor Name (division which generated the report)

H.11 Technical Report Format

The current U.S. Coast Guard Research and Development Center Report Reference Guide shall be used in formatting technical reports under this contract. This guide is available at http://www.rdc.uscg.gov/Portals/0/RDC%20Report%20Reference%20Guide.dot.

H.12 Organizational Conflict of Interest

(a) Work under this contract may provide the Contractor with access to advance information about future Government procurements that is not generally available to the general public, other persons or firms. In addition, the work may involve the definition of requirements, or the preparation of specifications, for various systems, equipment, hardware, and/or software. In order to prevent a potential bias, unfair competitive advantage, or other potential conflicts of interest, the Contractor shall be subject to the following restrictions:

(1) The Contractor shall be excluded from competition for, or award of, any Government contract for which, in the course of performance of this contract, the Contractor has received advance procurement information, which has not been made generally available to other persons or firms.

(2) The Contractor shall be excluded from competition for, or award of, any Government contract for which the Contractor actually assists in the development of the request for proposal, cost estimate, specifications, or statement of work.

(3) The Contractor shall be excluded from competition for, or award of, any Government contract, which calls for the evaluation of systems requirements, systems definitions, or other products developed by the Contractor under this contract.

(4) The Contractor shall be excluded from competition for, or award of, any Government contract which calls for the construction or fabrication of any system, equipment, hardware, and/or software for which the Contractor participated in the development of requirements or definitions pursuant to this contract.

(b) This clause shall not exclude the Contractor from performing work under any modification to this contract or from competing for an award for any future contract for work which is the same or similar to work performed under this contract.

(c) The term “Contractor,” as used in this clause includes any person, firm or corporation which has a majority or controlling interest in the Contractor or in any parent corporation thereof, and any person, firm or corporation in or as to which the Contractor (or any parent or subsidiary corporation thereof) has a majority or controlling interest. The term also includes the corporate officers of the Contractor, and those of any corporation (or any parent or subsidiary corporation thereof), which has a majority or controlling interest in the Contractor.

(d) The Government may, in its sole discretion, waive any provisions of this clause if deemed in the best interest of the Government.

(e) The exclusions contained in this clause shall apply for the duration of each task order and for two years after completion and acceptance of all work performed thereunder.

(f) If any provision of this clause excludes the Contractor from competition for, or award of, any contract, the Contractor shall not be permitted to serve as a subcontractor, at any tier, on such contract.

(g) This clause shall be incorporated into any subcontracts awarded under this contract unless the Contracting Officer determines otherwise.

H.13 Non-Disclosure Agreement

During the course of performing work under each task order, Contractor/subcontractor individuals may be given access to Government and/or commercial proprietary data, trade secrets, procurement sensitive information and/or other commercially protected/proprietary information. Therefore, in response to each task order Request for Proposal, a fully executed Non-Disclosure Agreement, Attachment 6, shall be completed by each individual proposed to perform work under the task order.

H.14 Contractor Representations and Certifications

The representations and certifications completed by the Contractor on the Online Representations and Certifications Application (ORCA) website, effective on the date of contract award and valid from *_____ to *_____, is hereby incorporated into this contract by reference.

* To be filled in at time of award.

SECTION I – CONTRACT CLAUSES

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. (JUL 1995)

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)

52.203-12 Limitation on Payments to Influence Certain Federal Transactions. (SEP 2005)

52.204-2 Security Requirements. (AUG 1996)

52.204-4 Printed or Copied Double-Sided on Recycled Paper. (AUG 2000)

52.204-7 Central Contractor Registration. (JUL 2006)

52.209-6 Protecting the Government's Interest When Subcontracting with Contractors Debarred, Suspended, or Proposed for Debarment. (JAN 2005)

52.215-2 Audit and Records - Negotiation. (JUN 1999)

52.215-8 Order of Precedence - Uniform Contract Format. (OCT 1997)

52.215-15 Pension Adjustments and Asset Reversions. (OCT 2004)

52.215-18 Reversion or Adjustment of Plans for Postretirement Benefits (PRB) Other Than Pensions. (JUL 2005)

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.

(c) 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)

52.215-21 Requirements for Cost or Pricing Data or Information Other Than Cost or Pricing Data - Modifications. (OCT 1997)

52.216-7 Allowable Cost and Payment. (DEC 2002)

(a) Invoicing. (1) The Government will make payments to the Contractor when requested as work progresses, but (except for small business concerns) not more often than once every 2 weeks, in amounts determined to be allowable by the Contracting Officer in accordance with Federal Acquisition Regulation (FAR) subpart 31.2 in effect on the date of this contract and the terms of this contract.