HSFEHQ-09-R-0028 2.10.09.rtf

1. THIS CONTRACT IS A RATED ORDER

RATING

PAGE OF

PAGES

UNDER DPAS (15 CFR 700)

2. CONTRACT NUMBER

3. SOLICITATION NUMBER

4. TYPE OF SOLICITATION

5. DATE ISSUED

6. REQUISITION/PURCHASE NUMBER

SEALED BID (IFB)

NEGOTIATED (RFP)

7. ISSUED BY

CODE

8. ADDRESS OFFER TO

(If other than Item 7) NOTE: In sealed bid solicitations "offer" and "offeror" mean "bid" and "bidder".

9. Sealed offers in original and _____________________________ copies for furnishing the supplies or services in the Schedule will be received at the place specified in Item 8, or if handcarried, in the depository located in until local time _______________________ (Hour) (Date) CAUTION - LATE Submissions, Modifications, and Withdrawals: See Section L, Provision No. 52.214-7 or 52.215-1. All Offers are subject to all terms and conditions contained in this solicitation.

A. NAME

B. TELEPHONE (NO COLLECT CALLS)

C. E-MAIL ADDRESS

AREA CODE

NUMBER

EXT.

(X)

SEC.

DESCRIPTION

PAGE(S)

(X)

SEC.

DESCRIPTION

PAGE(S)

PART I - THE SCHEDULE

PART II - CONTRACT CLAUSES

A

SOLICITATION/CONTRACT FORM

I

CONTRACT CLAUSES

B

SUPPLIES OR SERVICES AND PRICES/COSTS

PART III - LIST OF DOCUMENTS, EXHIBITS AND OTHER ATTACH.

C

DESCRIPTION/SPECS./WORK STATEMENT

J

LIST OF ATTACHMENTS

D

PACKAGING AND MARKING

PART IV - REPRESENTATIONS AND INSTRUCTIONS

E

INSPECTION AND ACCEPTANCE

F

DELIVERIES OR PERFORMANCE

G

CONTRACT ADMINISTRATION DATA

L

INSTR., CONDS., AND NOTICES TO OFFERORS

H

SPECIAL CONTRACT REQUIREMENTS

M

EVALUATION FACTORS FOR AWARD

K

REPRESENTATIONS, CERTIFICATIONS AND OTHER

STATEMENTS OF OFFERORS

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

12. In compliance with the above, the undersigned agrees, if this offer is accepted within ________ calendar days (60 calendar days unless a different period is inserted by the offeror) from the date for receipt of offers specified above, to furnish any or all items upon which prices are offered at the price set opposite each item, delivered at the designated point(s), within the time specified in the schedule.

13. DISCOUNT FOR PROMPT PAYMENT

10 CALENDAR DAYS (%)

20 CALENDAR DAYS (%)

30 CALENDAR DAYS (%)

CALENDAR DAYS (%)

(See Section I, Clause No. 52-232-8)

14. ACKNOWLEDGEMENT OF AMENDMENTS

AMENDMENT NO.

DATE

AMENDMENT NO.

DATE

(The offeror acknowledges receipt of amendments to the SOLICITATION for offerors and related documents numbered and dated:

CODE

FACILITY

16. NAME AND TITLE OF PERSON AUTHORIZED TO SIGN OFFER

15A. NAME AND

ADDRESS

OF OFFEROR

(Type or print)

15B. TELEPHONE NUMBER

17. SIGNATURE

18. OFFER DATE

AREA CODE

NUMBER

EXT.

15C. CHECK IF REMITTANCE ADDRESS IS DIFFERENT FROM

ABOVE - ENTER SUCH ADDRESS IN SCHEDULE

19. ACCEPTED AS TO ITEMS NUMBERED

20. AMOUNT

21. ACCOUNTING AND APPROPRIATION

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

23. SUBMIT INVOICES TO ADDRESS SHOWN IN

ITEM

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

24. ADMINISTERED BY (If other than Item 7)

25. PAYMENT WILL BE MADE BY

CODE

CODE

26. NAME OF CONTRACTING OFFICER (Type or print)

27. UNITED STATES OF AMERICA

28. AWARD DATE

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

(Signature of Contracting Officer)

(REV. 9-97)

10. FOR INFORMATION CALL:

11. TABLE OF CONTENTS

AUTHORIZED FOR LOCAL REPRODUCTION

STANDARD FORM 33

Previous edition is unusable Prescribed by GSA-FAR (48 CFR) 53.214(c)

SOLICITATION, OFFER AND AWARD

SOLICITATION

OFFER (Must be fully completed by offeror) AWARD (To be completed by Government) N/A

HSFEHQ-09-R-0028

X Federal Emergency Management Agency Sean G. Williams

Office of Acquisition Management Contract Specialist 500 C Street, S.W., PP 5th Floor Washington DC 20472 Federal Emergency Management Agency/FCC P.O. Box 800 Berryville VA 22611

TBD

PART I - THE SCHEDULE

SECTION B - SUPPLIES OR SERVICES AND PRICE/COSTS

FFP = Fim Fixed Price LH = Labor Hour CR = Cost Reimbursable

Funding Type

TASK

Description Unit of Measure Unit Price

Preparedness Planning

FFP

A Operational Plan Development and Updates Per Airport

FFP

B Airfield Site Plan and Updates Per Airport

LH

C Staffing Plan Per Labor Hour

LH

D Support for Regional Evacuation Planning Per Labor Hour

CR

E Travel to Support Updates to CLINs 0001A and 0001B IAW the Joint Travel Regulation (Shall not be burden with fee or profit. Only burdened with G&A) NTE Amount TBD in Each Order

Training/Exercises

LH

Training Per Labor Hour

B Exercises

Operations Based Exercise – Situational Drill

Operations Based Exercise – Cadre Scale Exercise

Operations Based Exercise – Full Scale Exercise Per Labor Hour

FFP

C Equipment

Equipment Support – Situational Drill Per Unit

Equipment Support – Cadre Scale Exercise Per Unit

Equipment Support – Full Scale Exercise Per Unit

FFP

Pre-Event Operations

Notification Per Event Per Airport

Alert (Prepare to Deploy)

Activate (Deploy & Stage)

Mobilize, Deploy, & Stage Field Management Team

Mobilize, Deploy & Stage Personnel

Mobilize, Deploy, & Stage Equipment

Operations – Aircraft Ground Support Services

Ramp Services

Aircraft Marshalling

Baggage Transport

Baggage Loading

Aircraft Servicing Per Labor Hour

FFP

Ground Power Unit(s) Per Unit Per 24 hours

Push/Pull Towing Tugs

Aircraft Tow Bar(s)

Baggage Carts

Belt Loader

Stairs

Other

Per Unit Per 24 hours

FFP

C Aircraft Ground Support Management Per Event Per Airport

FFP

D Event Demobilization

Operations – Passenger Service Support

Passenger Reception & Escort Per Labor Hour

FFP

B Passenger Service Support Management Per Event Per Airport

FFP

C

Reporting No Separate Pricing

Project Management No Separate Pricing

LH

C Accounting Support Per Labor Hour

LH

D Contract Close-Out Costs Per Labor Hour

LH

E General Travel Support Per Labor Hour

FFP

F Contractor Personnel Support

Temporary Shelter & Furnishings Per Day (TBD in per event)

Food & Water Per Day (TBD in per event)

Safety Supplies Per Day (TBD in per event)

FFP

Post-Event Operations

Notification

Alert (Prepare to Deploy)

Activate (Deploy & Stage)

Mobilize, Deploy, & Stage Field Management Team

Mobilize, Deploy & Stage Personnel

Mobilize, Deploy, & Stage Equipment

Evacuee Return Operations – Aircraft Ground Support Services

Ramp Services

Aircraft Marshalling

Baggage Transport

Baggage Loading

Aircraft Servicing Per Labor Hour

FFP

Ground Power Unit(s)

Push/Pull Towing Tugs

Aircraft Tow Bar(s)

Baggage Carts

Main Deck Loader

Stairs

Aircraft Ground Support Management

D

Evacuee Return Operations – Passenger Service Support

Passenger Reception & Escort Per Labor Hour

FFP

B Passenger Service Support Management Per Event Per Airport

FFP

C

NOTES AND INSTRUCTIONS TO OFFERORS TO COMPLETE THIS BID SHEET:

1.

Offerors must select and list all proposed labor and material items associated with each of the tasks, sub-tasks, and sub-task elements in their proposal.

2.

Offeror must identify the appropriate units that will be priced under the "UNIT OF MEASURE" column.

3.

Offeror shall list cost per unit under “UNIT COST” – Firm fixed prices were required and Labor Hour Costs per hour were required.

B.1 CONSIDERATION—FIXED PRICE

The total fixed price will be established for the Order using the fixed unit rates (fully burdened including profit/fee) established under this contract.

B.2 CONSIDERATION—TIME AND MATERIAL

A fixed rate will be established for each labor category using the fixed unit rates (fully burdened including profit/fee) established under the ordering periods on this contract. Travel and Material (if applicable) will be a reimbursed plus applicable G&A, but shall not be burdened with profit/fee.

B.3 MINIMUM AND MAXIMUM QUANTITIES FOR SINGLE AWARD CONTRACTS

(a) As referred to in paragraph (b) of FAR Clause 52.216-22, “Indefinite Quantity” of this contract, the contract minimum quantity is a total of $10,000. The contract maximum quantity is hereby established at the total NTE amount of $49,900,000.

SECTION C - DESCRIPTION/SPECIFICATIONS/STATEMENT OF WORK

See attached Statement of Work

SECTION D - PACKAGING AND MARKING

D.1 PRESERVATION, PACKING AND PACKAGING--COMMERCIAL

Preservation, packing, and packaging for shipment of all items ordered hereunder shall be in accordance with commercial practice and adequate to insure both acceptance by common carrier and safe transportation at the most economical rate(s).

SECTION E - INSPECTION AND ACCEPTANCE

E.1 NOTICE LISTING CONTRACT CLAUSES INCORPORATED BY REFERENCE

The following contract clauses pertinent to this section are hereby incorporated by reference (by Citation Number, Title, and Date) in accordance with the clause at FAR "52.252-2 CLAUSES INCORPORATED BY REFERENCE" in Section I of this contract. See FAR 52.252-2 for an internet address (if specified) for electronic access to the full text of a clause.

E.2 INSPECTION AND ACCEPTANCE

Final inspection and acceptance shall be by the Contracting Officer or his/her duly authorized representative at:

For the purpose of this clause, the Contracting Officer Technical Representative named in the Designation of Contracting Officer’s Technical Representative clause in this contract is the representative of the Contracting Officer. The Contracting Officer reserves the right to unilaterally designate other Government agents as authorized representatives. Should such other designations occur, the Contractor will be notified by written notice.

E.3 METHODS OF SURVEILLANCE

The Government may use a variety of surveillance methods to evaluate the Contractors performance. These include, but are not limited to, 100% inspection, random sampling, and/or review of customer complaints.

E.4 PERFORMANCE EVALUATION

The Government reserves the right, at all reasonable times, and upon reasonable notice to the Contractor or Subcontractor, to inspect or otherwise evaluate the work performed or being performed at the location at which it is being performed. Pursuant thereto, the Government reserves the right to maintain representatives on the premises of the Contractor. If any inspection or evaluation is made by the Government on the premises of the Contractor, or a Subcontractor, the Contractor shall provide and shall require the Subcontractor to provide all reasonable facilities and assistance for the safety and convenience of the Government representatives shall be performed in such a manner as will not unduly delay work. The Government will endeavor to conduct all audits, inspections and evaluations in accordance with the highest levels of established professional auditing practices and standards. If a written report of such inspection or evaluation is prepared which reflects deficiencies or proposed corrective actions to be taken by the Contractor, or Subcontractor, a copy of those deficiencies and/or proposed corrective actions shall be furnished to the Contractor. Any corrective action proposed to be taken as a result of such inspection(s) shall be discussed with Government prior to implementation. The Government representative are extended to include agents i.e., auditors, and/or other contractors.

SECTION F - DELIVERIES OR PERFORMANCE

F.1 NOTICE LISTING CONTRACT CLAUSES INCORPORATED BY REFERENCE

The following contract clauses pertinent to this section are hereby incorporated by reference (by Citation Number, Title, and Date) in accordance with the clause at FAR "52.252-2 CLAUSES INCORPORATED BY REFERENCE" in Section I of this contract. See FAR 52.252-2 for an internet address (if specified) for electronic access to the full text of a clause.

NUMBER TITLE DATE

F.2 DELIVERY SCHEDULE

Delivery of items specified below shall be shipped F.O.B. destination in accordance with the following schedule:

As specified under individual Ordering Periods.

F.3 REPORTS OF WORK

Reports are not separately priced; the cost of reports shall be included in the price for services. A commercial report format is acceptable provided all pertinent information is contained in the report. The Government reserves the right to have the Contractor tailor reports at no additional cost.

The Contractor shall have the capability to develop and provide various databases, spreadsheets and reports. The Contractor shall have the capability and flexibility to tailor the reports from these sources that fit the specific declared disaster and FEMA requirements.

Note: Unless otherwise stated, reports shall be provided in both electronic and hard copies.

MONTHLY CONTRACT STATUS REPORT

The Contractor shall submit a Monthly Contract Status Report to the COTR and Contracting Officer by the 15th day after the end of each calendar month. This report shall contain a summary of the overall contract performance status, including the current and cumulative hours worked by skill type. For each open Ordering Period Assignment, the report shall list the Ordering Period Assignment number, work location, a brief description of work and the number of personnel onsite. The report shall also provide the total number of personnel working on all Ordering Period Assignments; the start date(s) for the periods when personnel are deployed; the contract totals for dollars obligated and status; and estimated hours expended for the current month and overall contract to date by skill/skill levels usage. The Contractor will provide a summary of deliverables submitted, a list of planned activities for the next month and describe any performance problems and proposed corrective actions for them. The Contractor will include a summary of pending actions and those actions expected in the next 30/60/90 day periods after the current monthly report period.

FINAL REPORT

The Contractor shall submit a final report that documents and summarizes the results of the entire contractual effort, including recommendations and conclusions. The final report shall include such tables, graphs, and other visual aids, as may be necessary to comprehensively explain the results achieved under the contract. The final report shall be submitted to the Government no later than five (5) calendar days prior to expiration of the contract.

SUBMISSION

One final copy of each report specified above shall be submitted to the COTR. In addition, one copy shall be submitted to the Contracting Officer at:

SECTION G - CONTRACT ADMINISTRATION DATA

G.1 INVOICES

Payment shall be made on a Ordering Period basis in monthly installments based on Contract Line Item quantities accepted.

An invoice is a written request for payment under this contract for supplies delivered or for services rendered. Payment of invoices submitted under this contract shall be made in accordance with the terms and conditions of the Prompt Payment clause and in accordance with the provisions of other clauses in this contract. Failure or refusal to provide the following information on all invoices submitted under this contract may result in the invoice being considered improper for payment in accordance with the Prompt Payment clause. In order to be proper, an invoice must include, as applicable, the following:

a. GENERAL INFORMATION

1. Name of Contractor

2. Invoice date

3. Contract number (including order number, if any), contract line item number, contract description of supplies or services, quantity, contract unit of measure and unit price, and extended total.

4. Shipment number and date of shipment (bill-of-lading number and weight of shipment will be shown for shipments on Government bills of lading).

5. Name, title, phone number and complete mailing address of responsible Official who can be contacted in the event of an improper invoice, if there are questions or additional information is needed by this agency to process payment.

6. Any other information or documentation required by other provisions of the Contract (such as evidence of shipment).

7. Invoices shall be prepared and submitted as follows:

Number Distribution

b. ELECTRONIC FUNDS TRANSFER (EFT) INFORMATION

The contractor should include the EFT information set forth below on all invoices submitted for payment under this contract. Failure to provide the information or failure to notify this agency of changes to this information may result in delays in payments and/or rejection of the invoice in accordance with the Prompt Payment clause of this contract. The following EFT information should be submitted on each invoice:

(a) Routing Transit Number - The contractor shall provide the current 9-digit RTN of the payee's bank

(b) Payee's account number

(c) Contractor's Tax Identification Number (TIN)

(The EFT information submitted must be that of the contractor unless there is an official Assignment of Claims on file with the payment office.)

If at any time during the term of this contract, the contractor changes any EFT information, (i.e. financial agent, RTN, account number, etc.) the new EFT information must replace the old EFT information on subsequent invoices submitted under this contract.

To avoid delays in processing invoices, the contractor must also submit written notification of EFT information changes to the office designated in this award document as soon as the new information is known to the contractor. This notification must be in writing and signed by the individual authorized by the contractor to make such changes.

G.2 DESIGNATION OF CONTRACTING OFFICER'S TECHNICAL REPRESENTATIVE

For the purpose of this contract the Contracting Officer's technical representative shall be:

TBD

G.3 PROJECT MONITOR

A Project Monitor (PM) will be designated under each Ordering Period. The PM is responsible for individual project management and task assignment administration in the field. This responsibility may involve daily oversight to ensure work is performed in accordance with the Ordering Period terms and conditions and the Performance Work Statement. The PM may evaluate the contractor's performance in accordance with the Quality Assurance Surveillance Plan. The PM may provide any necessary technical guidance to the contractor. A PM does not have authority to authorize work to be performed outside the scope of the Ordering Period. The PM will work in conjunction with the COTR; however, if any discrepancies exist between the direction given to a contractor by a COTR and a PM, the COTR's direction shall take precedence. If the contractor is unclear as to the direction provided by a PM or believes the direction to be outside of the scope of the contract or Ordering Period, the contractor shall contact either the COTR or the Contracting Officer, as appropriate.

G.4 TECHNICAL DIRECTION AND SURVEILLANCE

(a) Performance of the work under this contract shall be subject to the surveillance and written technical direction of the Contracting Officer's Technical Representative (COTR) who shall be specifically appointed by the Contracting Officer in writing. Technical direction is defined as a directive to the Contractor which approves approaches, solutions, designs, or refinements; fills in details or otherwise completes the general description of work of documentation items; shifts emphasis among work areas or tasks; or otherwise furnishes guidance to the Contractor. Technical direction includes the process of conducting inquiries, requesting studies, or transmitting information or advice as directed by the COTR regarding matters within the general tasks and requirements in Section C of this contract.

(b) The COTR does not have the authority to, and shall not, issue any technical direction which:

(1) Constitutes an assignment of additional work outside the Performance Work Statement;

(2) Constitutes a change as defined in the contract clause entitled "Changes";

(3) In any manner causes an increase or decrease in the total estimated contract cost, the fixed fee (if any), or the time required for contract performance;

(4) Changes any of the expressed terms, conditions, or specifications of the contract; or

(5) Interferes with the Contractor's right to perform the specifications of the contract.

(c) All technical directions shall be issued in writing by the COTR.

(d) The Contractor shall proceed promptly with the performance of technical directions duly issued by the COTR in the manner prescribed by this clause and within his/her authority under the provisions of this clause. Any instruction or direction by the COTR which falls within one, or more, of the categories defined in (b)(1) through (5) above, shall cause the Contractor to notify the Contracting Officer in writing within five (5) working days after receipt of any such instruction or direction and to request the Contracting Officer to modify the contract accordingly. Upon receiving the notification from the Contractor, the Contracting Officer shall either issue an appropriate contract modification within a reasonable time or advise the Contractor in writing within thirty (30) calendar days after receipt of the Contractor's Letter that:

(1) the technical direction is rescinded in its entirety; or

(2) the technical direction is within the scope of the contract, does not constitute a change under the "Changes" clause of the contract and that the Contractor should continue with the performance of the technical direction.

(e) A failure of the Contractor and Contracting Officer to agree that the technical direction is within scope of the contract, or a failure to agree upon the contract action to be taken with respect thereto shall be subject to the provisions of the "Disputes" clause of this contract.

(f) Any action(s) taken by the Contractor in response to any direction given by any person other than the Contracting Officer or the COTR whom the Contracting Officer shall appoint shall be at the Contractor's risk.

G.5 ORDERING PERIOD FUNDING

Fixed Price and Time & Material type Ordering Periods may be issued under this contract within the established contract ceiling limitation. Ordering Period payments shall be made in installments based on the percentage of completion of work, as determined by the Contracting Officer.

G.6 ORDERING PERIOD PROCEDURES

A. Ordering Period Pricing. The government anticipates issuing Ordering Periods with Firm Fixed Price, and Time and Material provisions under this contract based on the established unit rates specified by performance year in Section B of this contract (if applicable) and/or based on negotiations for the specific task . Ordering Periods will be issued unilaterally, in writing, by the Contracting Officer on an as needed basis. The quantity of each item ordered will be multiplied by the rate listed in the schedule or as negotiated for the specific task, and the cumulative extended total of all items ordered will define the FFP & T&M ceiling for the particular Ordering Period.

Unpriced Contract Line Item Numbers in Section B of the contract will be negotiated and ordered on an as needed basis. When unpriced items are required, the contractor will notify the COTR and provide a proposal for the fixed price of the item(s). The COTR will coordinate with FEMA Logistics or the Contracting Officer, as appropriate, and determine if a Ordering Period will be issued to fulfill the requirement. The Contracting Officer may provide verbal authorization to precede pending issuance of a formal Ordering Period.

B. Ordering Period Authorization. Upon signature by the Contracting Officer, each Ordering Period is considered fully executed, binding and ready for implementation. Each Ordering Period will be forwarded promptly to the Contractor and shall conform to all terms and conditions of the contract. Orders may be issued by the Contracting Officer orally, electronically, or by facsimile methods. If issued orally, a hardcopy will follow. At a minimum, each Ordering Period shall include the following: contractor's name, contract number, Ordering Period number, contract task number and description of task, performance period, disaster number and location, and applicable accounting and appropriations data.

C. Performance. The Contractor shall perform in accordance with the terms and conditions of this contract and the Performance Work Statement, Attachment A. Work orders will be generated and maintained by the Contractor as a record of work actually accomplished under a Ordering Period.

D. Completion of Ordering Periods. Within ninety (90) days of physical completion of work under each Ordering Period, the Contractor shall submit a Final Voucher. The final voucher shall include a payment history and government property and classified materials certification. If additional time is needed, the Contractor shall submit a written request for a time extension that explains the extenuating circumstances.

E. Payment for Ordering Periods. If the Contractor is performing more than one Ordering Period simultaneously, separate invoices are required for each Ordering Period.

F. Closeout of Ordering Periods. All Ordering Periods issued under this contract shall be closed out in accordance with FAR 4.805 and established FEMA policy. Upon completion of each Ordering Period and the receipt of the final voucher, the Government will begin closeout procedures.

SECTION H - SPECIAL CONTRACT REQUIREMENTS

H.1 CONFIDENTIALITY OF INFORMATION

(a) To the extent that the work under this contract requires that the Contractor be given access to sensitive or proprietary business, technical, or financial information belonging to the Government or other companies, the Contractor shall, after receipt thereof, treat such information as confidential and not appropriate such information to its own use or disclose such information to third parties unless specifically authorized by the Contracting Officer in writing. The foregoing obligations, however, shall not apply to information that--

(1) At the time of receipt by the Contractor, is in the public domain

(2) Is published by others after receipt thereof by the Contractor or otherwise becomes part of the public domain through no fault of the Contractor

(3) The Contractor can demonstrate was already in its possession at the time of receipt thereof and was not acquired directly or indirectly from the Government or other companies

(4) The Contractor can demonstrate was received by it from a third party that did not require the Contractor to hold it in confidence.

(b) The Contractor shall obtain from each employee permitted access a DHS Form 11000-6, Non-Disclosure Agreement, stating that he/she will not discuss, divulge or disclose any such information or data to any person or entity except those persons within the Contractor's organization or the Government directly concerned with the performance of the contract. The DHS Form 11000-6 is provided as Attachment 2 under Section J of the contract

H.2 SECURITY REQUIREMENTS

a. Contractor employees working on this contract must complete such forms and supply such information, as may be determined by the agency, to be necessary for security or other reasons, including the conduct of background investigations to determine suitability or eligibility. High and Moderate Risk positions require that an applicant fingerprint card (FD-258), United States of American Authorization to Obtain Consumer (Credit) Report, a Questionnaire for Public Trust Positions (SF 85P), and a Non-Disclosure Agreement Statement shall be completed, submitted, and processed as directed by the Contracting Officer for each contractor employee working on this contract. Low Risk positions require only the FD-258 and the SF 85P.

b. The scope of the suitability screening (as determined by the COTR) will depend on the risk level of the contractor position as delineated in DHS Management Directive ll055, Suitability Screening Requirements Form Contractors. The DHS FEMA Safety & Security Branch, Personnel & Information Security Section shall adjudicate information received as a result of the fingerprint check and OPM background investigation; unless same has been previously adjudicated by the DHS Office of Security or other authorized security office.

c. Access to DHS FEMA facilities, personnel, assets, resources, clients, emergency partners, and sensitive information including proprietary data or resources, requires that contractor employees be in possession of an approved current DHS FEMA identification badge. No contractor employee shall be allowed unescorted access to a DHS FEMA facility or other area subject to security regulations without a favorable suitability determination by DHS FEMA Safety & Security Branch, Personnel & Information Security Section, the DHS Office of Security or other authorized security office.

d. Contractor employees awaiting completion of their background investigations may commence work, in an escorted capacity, after a favorable fingerprint check, as authorized by the Contracting Officer.

e. Issuance of a DHS FEMA-approved identification badge (unescorted access) is contingent upon obtaining a favorable background investigation.

f. The Contracting Officer may direct the contractor to exclude, from working on this contract, any employee found or deemed to be unsuitable or whose continued employment on the contract is deemed contrary to the public interest or inconsistent with the best interest of national security.

g. The Contractor shall arrange with its employees for return, to the COTR, of any DHS or FEMA-issued identification badges that have either expired or have been collected from terminated or departing contractor employees.

h. DHS FEMA shall exercise full control over granting, denying, withholding or terminating unescorted access to all DHS FEMA facilities, assets, systems, and information based upon the results of a background investigation/check.

i. Contractor employees in High Risk positions shall be investigated every five years. Contractor employees in Moderate or Low Risk positions are not required to be reinvestigated unless specific derogatory information is received that would warrant reinvestigation. The DHS FEMA Safety & Security Branch, Personnel & Information Security Section, will initiate reinvestigations.

j. The contractor shall include the substance of this language in all subcontracts at any tier where the subcontractor requires access to government facilities, IT systems, sensitive information or resources.

k. The scope of this clause does not extend to classified contracts or contractor employees who require a security clearance.

H.3 KEY PERSONNEL

HSAR 3052.215-70 Key personnel or facilities.

KEY PERSONNEL OR FACILITIES

(DEC 2003)

(a) The personnel or facilities specified below are considered essential to the work being performed under this contract and may, with the consent of the contracting parties, be changed from time to time during the course of the contract by adding or deleting personnel or facilities, as appropriate.

(b) Before removing or replacing any of the specified individuals or facilities, the Contractor shall notify the Contracting Officer, in writing, before the change becomes effective. The Contractor shall submit sufficient information to support the proposed action and to enable the Contracting Officer to evaluate the potential impact of the change on this contract. The Contractor shall not remove or replace personnel or facilities until the Contracting Officer approves the change.

The Key Personnel or Facilities under this Contract:

AS SPECIFIED IN THE STATEMENT OF WORK

(End of clause)

PART II - CONTRACT CLAUSES

SECTION I - CONTRACT CLAUSES

I.1 NOTICE OF HYBRID CONTRACT

This is a FFP/TM type contract.

See the listing below for applicable contract types:

FFP = Firm Fixed Price FP-E = Fixed Price with Economic Price Adjustment FP-I = Fixed Price Incentive FP-P = Fixed Price Predetermination-Prospective FP-R = Fixed Price Predetermination-Retroactive FFP-L = Firm Fixed Price, Level of Effort Term LH = Labor Hour TM = Time and Material CPAF = Cost Plus Award Fee Completion; CPAF-T = Term CPIF = Cost Plus Incentive Fee Completion; CPIF-T = Term CR = Cost Reimbursement (No Fee) Completion; CR-T = Term CS = Cost Sharing Completion; CS-T = Term TM = Time and Materials

When applicable, the following symbols will appear next to the applicable clauses and provisions through out this document.

$ = applicable to FIXED-PRICE line items only.

@ = applicable to COST-REIMBURSEMENT line items only.

& = applicable to TIME-&-MATERIAL/LABOR-HOUR line items only .

I.2 NOTICE LISTING CONTRACT CLAUSES INCORPORATED BY REFERENCE

The following contract clauses pertinent to this section are hereby incorporated by reference (by Citation Number, Title, and Date) in accordance with the clause at FAR "52.252-2 CLAUSES INCORPORATED BY REFERENCE" in Section I of this contract. See FAR 52.252-2 for an internet address (if specified) for electronic access to the full text of a clause.

NUMBER TITLE DATE

I.3 52.216-7 ALLOWABLE COST AND PAYMENT (DEC 2002)

(a) Invoicing.

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

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

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

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

(b) Reimbursing costs.

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

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

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

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

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

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

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

(C) Direct labor;

(D) Direct travel;

(E) Other direct in-house costs; and

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

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

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

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

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

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

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

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

(d) Final indirect cost rates.

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

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

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

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

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

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

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

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

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

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

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

(1) Shall be the anticipated final rates; and

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

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

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

(h) Final payment. (1) Upon approval of a completion invoice or voucher submitted by the Contractor in accordance with paragraph (d)(5) of this clause, and upon the Contractor's compliance with all terms of this contract, the Government shall promptly pay any balance of allowable costs and that part of the fee (if any) not previously paid.

(2) The Contractor shall pay to the Government any refunds, rebates, credits, or other amounts (including interest, if any) accruing to or received by the Contractor or any assignee under this contract, to the extent that those amounts are properly allocable to costs for which the Contractor has been reimbursed by the Government. Reasonable expenses incurred by the Contractor for securing refunds, rebates, credits, or other amounts shall be allowable costs if approved by the Contracting Officer. Before final payment under this contract, the Contractor and each assignee whose assignment is in effect at the time of final payment shall execute and deliver--

(i) An assignment to the Government, in form and substance satisfactory to the Contracting Officer, of refunds, rebates, credits, or other amounts (including interest, if any) properly allocable to costs for which the Contractor has been reimbursed by the Government under this contract; and

(ii) A release discharging the Government, its officers, agents, and employees from all liabilities, obligations, and claims arising out of or under this contract, except--

(A) Specified claims stated in exact amounts, or in estimated amounts when the exact amounts are not known;

(B) Claims (including reasonable incidental expenses) based upon liabilities of the Contractor to third parties arising out of the performance of this contract; provided, that the claims are not known to the Contractor on the date of the execution of the release, and that the Contractor gives notice of the claims in writing to the Contracting Officer within 6 years following the release date or notice of final payment date, whichever is earlier; and

(C) Claims for reimbursement of costs, including reasonable incidental expenses, incurred by the Contractor under the patent clauses of this contract, excluding, however, any expenses arising from the Contractor's indemnification of the Government against patent liability.

I.4 52.216-18 ORDERING (OCT 1995)

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

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

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

I.5 52.216-19 ORDER LIMITATIONS (OCT 1995)

(a) Minimum order. When the Government requires supplies or services covered by this contract in an amount of less than 10,000, the Government is not obligated to purchase, nor is the Contractor obligated to furnish, those supplies or services under the contract.

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

(1) Any order for a single item in excess of 50M ;

(2) Any order for a combination of items in excess of 50M; or

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

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

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