HSCG32-12-R-R00004.rtf

HSCG32-12-R-R00004

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) 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 listing, 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.

(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)

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

(d) 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).

(e) If the data deliverable is submitted by electronic mail, the contractor shall identify the deliverable in the subject line of the email message as follows:

Deliverable No., Deliverable Title, Contract No., Task Order No.

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)

52.246-8 Inspection of Research and Development – Cost Reimbursement. (MAY 2001)

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 Representative (COR) 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 will provide written notification of acceptance or rejection of all final deliverables within thirty (30) days. Absent written notification, final deliverables will be construed as accepted. All notifications of rejection will be accompanied by an explanation of the specific deficiencies causing the rejection.

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 five years 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 six 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 Representative (COR) as specified in the task order.

F.3 Place of Performance

Work shall be performed at the Contractor’s facility or as set forth in individual task orders issued under this contract.

Section G – Contract Administration Data

G.1 Contractual Authority and Communications

(a) 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 contractual 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.

(b) 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. 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) Except as specified in paragraph (b) above, 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.

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. A Contracting Officer will be assigned to each individual Task Order and will be named in the Task Order award document. A Contract Specialist may be assigned to an individual Task Order and if assigned will be named in the Task Order award document.

(e) The Contracting Officer for this contract is:

Name: [*]

Address: Contracting Office U.S. Coast Guard Research and Development Center 1 Chelsea Street New London, CT 06320-5506

Telephone: (860) 271-[*]

E-mail: [*]@uscg.mil

*To be filled in at time of award.

G.2 Contracting Officer’s Representative Appointment

(a) Coordinating Contracting Officer’s Representative (CCOR). The Contracting Officer hereby appoints a CCOR for this contract. The CCOR is responsible for the specific functions identified in the CCOR Appointment Letter provided as Attachment #3. The CCOR 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 CCOR for this contract:

CCOR: [*]

Address: U.S. Coast Guard Research and Development Center 1 Chelsea Street New London, CT 06320-5506

Telephone: (860) 271-[*]

E-mail: [*]@uscg.mil

(b) Alternate CCOR. In the absence of the CCOR named above, all responsibilities and functions assigned to the CCOR will be the responsibility of the Alternate CCOR acting on behalf of the CCOR. The following individual is appointed as the Alternate CCOR.

Alternate CCOR: [*]

Address: U.S. Coast Guard Research and Development Center 1 Chelsea Street New London, CT

Telephone: (860) 271-[*]

E-mail: [*]@uscg.mil

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

(d) The Contracting Officer is the only person authorized to approve changes to any of the requirements of this contract. Therefore, in no event will any understanding, agreement, modification, change order, or other matter deviating from the terms of the contract 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 the contract is requested, the Contractor shall promptly notify the Contracting Officer in writing. No action shall be taken by the Contractor unless the Contracting Officer has issued a formal modification.

* 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, Order for Supplies or Services, 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 e-mailed/mailed, a task order will be “issued” for the purpose of this contract at the time the Government forwards the e-mail to the Contractor, deposits the order in the mail, or, if transmitted by other means, when physically delivered to the Contractor. Verbal award of task orders is authorized and will be confirmed by issuance of a written task order on Optional Form 347 within five working days.

(b) A Standard Form 30, Amendment of Solicitation/Modification of Contract, 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 incremental funding clause will specify the total amount allocated to the task order and how much is allocated to both cost and fee. 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) For supplies and services, contract item number and description, quantity, and unit price and estimated cost or fee.

(4) Delivery or performance schedule.

(5) Place of delivery or performance (including consignee)

(6) Any packaging, packing, and shipping instructions.

(7) Accounting and Appropriation Data.

(8) Method of payment and payment office.

(9) A Statement of Work including data deliverables, product sheets, non-disclosure agreement as applicable.

(10) Identification as either a term form or completion form order. For term form orders, the level of effort including the estimated number of hours for each applicable labor category required to perform the order will be provided

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

(12) 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, Section I, (FAR 52.233-1).

(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.

G.4 Payment of Fixed Fee

(a) The fixed fee specified in Section B of this contract represents the maximum fee that shall be paid under this contract. For the prime Contractor the fee applied to cost is established at [*%], and the fee applied to Subcontractor costs is established at [*%]. 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. In no event shall the Contractor exceed the fixed fee established for each task order.

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

(c) For term form task orders, a portion of fixed fee specified in the task order will be paid on a provisional basis. The amount of such payments will be based on the fee percentage established in the basic contract applied to the allowable costs for the period being invoiced. No fee shall be paid under term form task orders for work not performed.

(d) For completion form task orders, if performance is considered satisfactory as determined by the Contracting Officer, the Government may make provisional fee payments subject to FAR 52.216-8, Fixed Fee, on the basis of percentage of work completed. 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).

*To be filled in at time of award

G.5 Contractor Performance Assessment Rating System (CPARS)

(a) Pursuant to FAR 42.1502, this contract is subject to DoD’s Contractor Performance Assessment Rating System (CPARS). CPARS is an automated centralized information system accessible via the Internet that maintains reports of Contractor performance. CPARS is located at http://www.cpars.csd.disa.mil/cparsmain.htm. Further information on CPARS is available at this web-site.

(b) Under CPARS, the Government will conduct evaluations of the Contractor’s performance for the contract on an annual basis. The Contractor has thirty (30) days after the Government’s evaluation is completed to comment on the evaluation. The opportunity to review and comment is limited to this time period and will not be extended. The Contractor’s failure to review and/or comment on the report during the allotted period will not prevent the Government from using the report.

(c) The CPARS system requires the Government to assign the Contractor a User ID and password in order to view and comment on the evaluation. The Contractor shall provide the Name(s) of at least one individual (not more than three) that will be assigned as their Contractor Representative for CPARS.

Name Phone E-mail Address (optional)

*Offeror shall fill in the above information.

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

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. The Contractor /subcontractor shall include uncompensated overtime in their cost proposal only if the practice is consistent with its established accounting practices. The Contractor/subcontractor accounting system shall record all direct and indirect hours worked, including uncompensated overtime.

Only the Contractor/subcontractor 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:

* Offeror shall fill in the above information.

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 Contracting Officer or Coordinating Contracting Officer’s 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 thirty (30) days. The submittal shall consist of an Invoice prepared in accordance with the clause in Section I entitled, FAR 52.232-25, Prompt Payment.

(b) Each invoice shall contain the following information:

Contract and Task Order Number

Name of the Contract Specialist (KS) or Contracting Officer (KO) Invoice Routing Code assigned by the Coast Guard Annotation on the invoice indicating that the Contractor represents a small business for accelerated payment purposes.

(c) The Coast Guard unique Invoice Routing Code (IRC) for this contract and each task order is: CG-9128.

(d) Each invoice must be submitted to the designated billing office via one of the following modes, listed in descending order of preference:

USCG Finance Center (FINCEN) Website invoice receipt form:

http://www.fincen.uscg.mil/centralinv/central_inv_contr.cfm

Fax: (757) 523-6900 Mailed to:

Commercial Invoices U.S. Coast Guard Finance Center 1430A Kristina Way Chesapeake, VA 23326

(e) To facilitate processing, all proper invoices and any supporting information submitted electronically using the FINCEN web based invoice submission capability must be submitted as a single Adobe.pdf formatted file, or as otherwise specified in the contract.

(f) Supporting documentation along with a courtesy copy of the invoice shall be e-mailed to the KS or KO and/or COR as identified in the task order award document.

(g) The Contractor shall be required to submit invoices directly to the cognizant Defense Contract Audit Agency (DCAA) office identified in this contract at the same time as the original is sent to the KS/KO/COR.

(h) In accordance with the Prompt Payment Act, for the purposes of determining a payment due date and the date on which interest will begin to accrue if a payment is late, a proper invoice shall be deemed to have been received:

(1) On the later of:

(i) For invoices that are mailed or transmitted via facsimile, the date a proper invoice is actually received by the designated billing office and annotates the invoice with date of receipt at the time of receipt.

(ii) For invoices electronically transmitted by the Contractor via web based submission, the date a transmission is received by the designated billing office, and receipt confirmation is provided to the designated recipient; or

(iii) The seventh day after the date on which the property is actually delivered or performance of the services is actually completed; unless— The agency has actually accepted the property or services before the seventh day in which case the acceptance date shall substitute for the seventh day after the delivery date; or

A longer acceptance period is specified in the contract, in which case the date of actual acceptance or the date on which such longer acceptance period ends shall substitute for the seventh day after the delivery date;

(2) On the date placed on the invoice by the Contractor, when the agency fails to annotate the invoice with date of receipt of the invoice at the time of receipt (such invoice must be a proper invoice); or

(3) On the date of delivery, when the contract specifies that the delivery ticket may serve as an invoice.

(4) Web based submission by the Contractor and receipt confirmation does not reflect Government review or acceptance of the invoice.

(5) Payment inquiries and status may be obtained - at the following website: -https://www.fincen.uscg.mil/secure/payment.htm.

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

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. For the prime Contractor, each invoice shall identify the indirect billing rates. For the prime Contractor and each Subcontractor, each invoice shall cite direct labor hours incurred by labor category and number of hours worked. For the prime Contractor and each subcontractor, all ODCs shall be broken out and identified such as travel, subcontracting, material, and equipment.

(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 KO. 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, Allowable Cost and Payment, 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 KO. It is imperative that the KO be provided signed copies of all rate agreements since these rate agreements must be in the possession of the KO before any rates contained therein can be utilized by the Contractor for cost reimbursement.

(j) Audit Information and Records. The following information and records shall be compiled, retained and made available to the KO for audit purposes upon request, in accordance with the clause in Section I entitled, FAR 52.215-2, Audit and Records – Negotiation:

(1) 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.

(3) 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.

(k) Last Interim Invoice. The Contractor shall submit a last interim invoice for each task order. The last interim invoice shall consist of the completion invoice (clearly identified in accordance with FAR 52.216-7, Allowable Cost and Payment) 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.

(l) Final Invoice. For each task order, the Contractor shall submit a final invoice, along with the DHS Form 700-1,Cumulative Claim and Reconciliation Statement, DHS Form 700-2, Contractor’s Assignment of Refunds, Rebates, Credits , and DHS Form 0700-03, Contractor's Release, to the KO, following the final adjustment of its annual indirect rates per FAR 52.216-7, Allowable Cost and Payment.

G.10 Calendar Days

Unless otherwise specified in this contract and/or task order issued hereunder, all references to “days” are defined as “calendar” days.

Section H – Special Contract Requirements

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

(a) The Contractor shall formally 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; or

(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.

Notification to any individual other than the Task Order Contracting Officer shall not constitute compliance with this requirement. No other form of “notification” (e.g., mention in any type of monthly progress or status report) will affect compliance with this requirement.

(b) Either FAR 52.232-20 Limitation of Cost or 52.232-22 Limitation of Funds, 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 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) Subject to FAR 52.232-22, Limitation of Funds, 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 $__________. FAR 52.232-22, Limitation of Funds, 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 FAR 52.232-22, Limitation of Funds, 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) FAR 52.232-20, Limitation of Cost, 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 $__________. FAR 52.232-22, Limitation of Funds, 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 FAR 52.232-22, Limitation of Funds, 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) FAR 52.232-20, Limitation of Cost, applies to this task order.

H.3 Insurance

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

(1) Standard Workmen's Compensation and Employer's Liability Insurance (or, where maritime employment is involved, Longshoremen's and Harbor Worker's Compensation Insurance). The Contractor shall, at a minimum, meet the requirements specified at (FAR) CFR 48.307-2 (a).

(2) Comprehensive General Liability: The Contractor shall meet the requirements as specified at (FAR) 48 CFR 28.307-2(b). No property damage general liability insurance is required.

(3) Automobile Insurance: The Contractor shall, as a minimum, meet the requirements specified at (FAR) 48 CFR 28.307-2(c).

(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 thirty (30) 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 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 FAR 52.244-2, Subcontracts.

(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 a copy 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.5 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. In accordance with FAR 19.704(a)(10)(iii) and (iv), submit the Individual Subcontract Report (ISR), and the Summary Subcontract Report (SSR) using the Electronic Subcontracting Reporting System (eSRS) at http://www.esrs.gov, following the instructions in the eSRS.

* To be filled in at time of award.

H.6 Security Requirements

(a) Some task orders may require access to and handling of classified information and material including TOP SECRET/SENSITIVE COMPARTMENTED INFORMATION (TS/SCI), SECRET (S), Confidential (C) and sensitive information including FOR OFFICIAL USE ONLY/SENSITIVE SECURITY INFORMATION (FOUO/SSI) classifications.

(b) When the task order requires access to classified material and/or information, the Contractor shall:

(1) Assign lead personnel who hold appropriate clearances as required in the task order. These individuals must maintain the level of security required for the life of the task order.

(2) Be expected to attend classified briefings and discussions at Government and Contractor facilities within CONUS and the National Capital Region.

(3) Use a Government furnished Sensitive Compartmented Information Facility (SCIF) to produce, store, and destroy TS/SCI materials.

(4) Have the ability to courier SECRET level materials to and from briefings, meetings, and workspaces.

(c) The Contractor shall possess and maintain a Top Secret Facility Clearance (FCL) with the ability to store classified material at the Secret level in accordance with the Industrial Security Regulation (DOD 5220.22R) for the receipt, generation, storage and destruction of SECRET classified material. The Contractor shall possess the clearance at time of task order award.

(d) When the task order requires access to TS/SCI material and a Government furnished SCIF, the Government will provide to the Contractors site-specific OPSEC training during in processing and before individuals receive access to mission critical information. This training will be provided by the Government annually thereafter.

(e) The Contractor shall be responsible for safeguarding all Government equipment, information and property provided for Contractor use. At the close of each work period, Government facilities, equipment, and materials shall be secured.

(f) 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.

(g) 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.7 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.8 Government Furnished Property

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

Government Furnished Equipment (GFE), Government Furnished Material (GFM) and

Government facilities made available for the 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 quantities and at the times specified in the aforementioned attachment at the following location:

(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, New London, 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.9 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.10 Technical Report Format

The most current U.S. Coast Guard Research and Development Center Report Format Guide shall be used in formatting all technical reports unless a different format is specified. When applicable, the most current version of U.S. Coast Guard Research and Development Center Report Format Guide shall be provided as Task Order Government Furnished Information (GFI).

H.11 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 one year 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.12 Non-Disclosure Agreement

During the course of performing work under individual task orders issued under this contract:

Contractor/subcontractor/individuals with a legitimate Need-to-Know may be given access to Sensitive but Unclassified (SBU) information.