HSFEHQ-09-R-0070.doc

Table of Contents

PART I - THE SCHEDULE

A-1

SECTION A - SOLICITATION/CONTRACT FORM

A-2

SF 33 SOLICITATION, OFFER AND AWARD

A-2

PART I - THE SCHEDULE

B-3

SECTION B - SUPPLIES OR SERVICES AND PRICE/COSTS

B-3

B.1 ITEMS TO BE ACQUIRED

B-3

B.2 CONSIDERATION -- FIXED-PRICE

B-3

B.3 ESTIMATED COST AND FIXED FEE

B-3

B.4 CONSIDERATION AND PAYMENT - FIRM FIXED PRICE/COST PLUS FIXED FEE

B-3

B.5 MAXIMUM AND MINIMUM FUNDING LIMITATION

B-3

B.6 READINESS

B-3

B.7 PHASE-IN

B-3

B.8 FIXED RATES FOR SERVICES -- INDEFINITE DELIVERY/INDEFINITE QUANTITY CONTRACT

B-3 B.9 CLIN LIST -- See Attachment E, Part III, Section J -- List of Attachments.

B-3

B.10 NEGOTIATED INDIRECT COST RATES

B-3

SECTION C - DESCRIPTION/SPECIFICATIONS/STATEMENT OF WORK

C-iii

SECTION D - PACKAGING AND MARKING

D-3

D.1 PRESERVATION, PACKING AND PACKAGING -- COMMERCIAL

D-3

SECTION E - INSPECTION AND ACCEPTANCE

E-3

E.1 NOTICE LISTING CONTRACT CLAUSES INCORPORATED BY REFERENCE

E-3

E.2 INSPECTION AND ACCEPTANCE

E-3

E.3 PERFORMANCE EVALUATION

E-3

SECTION F - DELIVERIES OR PERFORMANCE

F-3

F.1 NOTICE LISTING CONTRACT CLAUSES INCORPORATED BY REFERENCE

F-3

F.2 TERM OF CONTRACT

F-3

F.3 PRINCIPAL PLACE OF PERFORMANCE

F-3

F.4 NOTICE OF DELAY

F-3

F.5 DELIVERY SCHEDULE

F-3

F.6 REPORTS OF WORK

F-3

SECTION G - CONTRACT ADMINISTRATION DATA

G-3

G.1 TRAVEL COSTS

G-3

G.2 MANDATORY PARTICIPATION IN ELECTRONIC INVOICE PROCESS

G-3

G.3 INVOICES

G-3

G.4 SUBMISSION OF INVOICES OR VOUCHERS FOR PAYMENT

G-3

G.5 PROJECT MONITOR

G-3

G.6 TECHNICAL DIRECTION AND SURVEILLANCE

G-3

G.7 TASK ORDER PROCEDURES

G-3

SECTION H - SPECIAL CONTRACT REQUIREMENTS

H-3

H.1 CONFIDENTIALITY OF INFORMATION

H-3

H.2 NONPERSONAL SERVICES

H-3

H.3 PERFORMANCE BASED CONTRACT

H-3

H.4 AWARD PRIOR TO AUDIT

H-3 H.5 LIMITATION OF FUTURE CONTRACTING (Jul 2004) (Deviation) H-3

H.6 LOCAL PREFERENCE

H-3

H.7 GOVERNMENT-FURNISHED PROPERTY

H-3

H.8 HSAR 3052.245-70 GOVERNMENT PROPERTY REPORTS (DEC 2003)

H-3

H.9 LIABILITY INSURANCE (COST TYPE CONTRACTS)

H-3

H.10 SECURITY REQUIREMENTS

H-3

H.11 WAGE DETERMINATION

H-3

H.12 DHS LOGO/SEAL

H-3

PART II - CONTRACT CLAUSES

I-3

SECTION I - CONTRACT CLAUSES

I-3

I.1 NOTICE OF HYBRID CONTRACT

I-3

I.2 NOTICE LISTING CONTRACT CLAUSES INCORPORATED BY REFERENCE

I-3

I.3 52.204-10 REPORTING SUBCONTRACT AWARDS (SEP 2007)

I-3

I.4 52.216-7 ALLOWABLE COST AND PAYMENT (DEC 2002)

I-3

I.5 52.216-18 ORDERING (OCT 1995)

I-3

I.6 52.216-19 ORDER LIMITATIONS (OCT 1995)

I-3

I.7 52.216-22 INDEFINITE QUANTITY (OCT 1995)

I-3

I.8 52.217-8 OPTION TO EXTEND SERVICES (NOV 1999)

I-3

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

I-3 I.10 52.219-9 SMALL BUSINESS SUBCONTRACTING PLAN (JULY 2005) ALTERNATE II (OCT 2001)(DEVIATION) I-3

I.11 52.219-28 POST-AWARD SMALL BUSINESS PROGRAM REREPRESENTATION (JUNE 2007)

I-3

@ I.12 52.222-2 PAYMENT FOR OVERTIME PREMIUMS (JUL 1990)

I-3

I.13 52.222-21 PROHIBITION OF SEGREGATED FACILITIES (FEB 1999)

I-3 I.14 52.222-39 NOTIFICATION OF EMPLOYEE RIGHTS CONCERNING PAYMENT OF UNION DUES OR FEES (DEC 2004) I-3

I.15 52.222-41 SERVICE CONTRACT ACT OF 1965 (NOV 2007)

I-3 $ I.16 52.222-44 FAIR LABOR STANDARDS ACT AND SERVICE CONTRACT ACT - PRICE ADJUSTMENT (FEB 2002) I-3

I.17 52.222-49 SERVICE CONTRACT ACT - PLACE OF PERFORMANCE UNKNOWN (MAY 1989)

I-3 I.18 52.232-33 PAYMENT BY ELECTRONIC FUNDS TRANSFER--CENTRAL CONTRACTOR REGISTRATION (OCT 2003) I-3

$ I.19 52.246-20 WARRANTY OF SERVICES (MAY 2001)

I-3

I.20 52.249-14 EXCUSABLE DELAYS (APR 1984)

I-3

I.21 52.252-2 CLAUSES INCORPORATED BY REFERENCE (FEB 1998)

I-3 I.22 HSAR 3052.209-70 PROHIBITION ON CONTRACTS WITH CORPORATE EXPATRIATES (JUN 2006) I-3

I.23 HSAR 3052.215-70 KEY PERSONNEL OR FACILITIES (DEC 2003)

I-3

I.24 HSAR 3052.242-72 CONTRACTING OFFICER'S TECHNICAL REPRESENTATIVE (DEC 2003)

I-3

PART III - LIST OF DOCUMENTS, EXHIBITS AND OTHER ATTACHMENTS

J-3

SECTION J - LIST OF ATTACHMENTS

J-3

PART IV - REPRESENTATIONS AND INSTRUCTIONS

K-3

SECTION K - REPRESENTATIONS, CERTIFICATIONS AND OTHER STATEMENTS OF OFFERORS

K-3

K.1 52.203-2 CERTIFICATE OF INDEPENDENT PRICE DETERMINATION (APR 1985)

K-3 K.2 52.203-11 CERTIFICATION AND DISCLOSURE REGARDING PAYMENTS TO INFLUENCE CERTAIN FEDERAL TRANSACTIONS (SEPT 2007) K-3

K.3 52.204-3 TAXPAYER IDENTIFICATION (OCT 1998)

K-3

K.4 52.204-5 WOMEN-OWNED BUSINESS (OTHER THAN SMALL BUSINESS)

K-3

K.5 52.204-8 ANNUAL REPRESENTATIONS AND CERTIFICATIONS (JAN 2006)

K-3

K.6 52.209-5 CERTIFICATION REGARDING RESPONSIBILITY MATTERS (DEC 2008)

K-3

K.7 52.215-6 PLACE OF PERFORMANCE (OCT 1997)

K-3

K.8 52.219-1 SMALL BUSINESS PROGRAM REPRESENTATIONS (MAY 2004)

K-3

K.9 52.219-22 SMALL DISADVANTAGED BUSINESS STATUS (OCT 1999)

K-3

K.10 52.222-22 PREVIOUS CONTRACTS AND COMPLIANCE REPORTS (FEB 1999)

K-3

K.11 52.222-25 AFFIRMATIVE ACTION COMPLIANCE (APR 1984)

K-3

K.12 52.223-13 CERTIFICATION OF TOXIC CHEMICAL RELEASE REPORTING (AUG 2003)

K-3 K.13 52.225-20 PROHIBITION ON CONDUCTING RESTRICTED BUSINESS OPERATIONS IN SUDAN--CERTIFICATION (JUN 2008) K-3

K.14 52.230-1 COST ACCOUNTING STANDARDS NOTICES AND CERTIFICATION (OCT 2008)

K-3

K.15 52.230-7 PROPOSAL DISCLOSURE--COST ACCOUNTING PRACTICE CHANGES (APR 2005)

K-3

SECTION L - INSTRUCTIONS, CONDITIONS, AND NOTICES TO OFFERORS

L-3

L.1 NOTICE LISTING SOLICITATION PROVISIONS INCORPORATED BY REFERENCE

L-3

L.2 52.216-1 TYPE OF CONTRACT (APR 1984)

L-3

L.3 52.233-2 SERVICE OF PROTEST (SEP 2006)

L-3

L.4 52.252-1 SOLICITATION PROVISIONS INCORPORATED BY REFERENCE (FEB 1998)

L-3

SECTION M - EVALUATION FACTORS FOR AWARD

M-3

M.1 52.217-5 EVALUATION OF OPTIONS (JUL 1990)

M-3

M.2 EVALUATION CRITERIA AND BASIS FOR AWARD

M-3

PART I - THE SCHEDULE

SECTION B - SUPPLIES OR SERVICES AND PRICE/COSTS

B.1 ITEMS TO BE ACQUIRED

The Contractor shall furnish all personnel, facilities, equipment, material, supplies, and services (except as may be expressly set forth in this contract and task orders as furnished by the Government) and otherwise do all things necessary to, or incident to, performing and providing the following items of work:

Program Coordination and Planning in accordance with Section C – Statement of Objectives

B.2 CONSIDERATION -- FIXED-PRICE

Onetime Phase-in, Readiness, and all LIN listed as FFP at contract level in the CLIN Table.

(a) Total payment(s) shall be made upon the satisfactory completion and Government acceptance of all requirements under the contract. Phase-In is fixed price for a one-time fee and Readiness will be paid on a monthly basis.

B.3 ESTIMATED COST AND FIXED FEE

The estimated cost of this contract is (TBD per Task Order). The fixed fee is (TBD per Task Order). The total estimated cost and fixed fee is (TBD per Task Order). The fixed fee shall be paid in installments based on the monthly percentage of completion of work, as determined by the Contracting Officer, and subject to the withholding provisions of this contract (FAR 52.216-8). Payment of fixed fee will not be made in less than monthly increments.

B.4 CONSIDERATION AND PAYMENT - FIRM FIXED PRICE/COST PLUS FIXED FEE

(a) FIRM FIXED PRICE. Monthly payment(s) shall be made upon the satisfactory completion, inspection and acceptance of the Government.

(b) Services may be ordered at any time during the effective period of performance. Task orders shall be issued in accordance with the Section G clause entitled "Task Order Procedures." The aggregate dollar amount of all task order funding obligations shall not exceed the ceiling price of this contract as specified in the Section B clause entitled "Maximum and Minimum Funding Limitation".

B.5 MAXIMUM AND MINIMUM FUNDING LIMITATION

The maximum funding limitation for this contract (inclusive of the aggregate price of all task orders issued) shall not exceed _______ . The guaranteed minimum under this contract is ________.

B.6 READINESS

The Contractor shall provide Readiness for the overall contract. Responsibilities include but are not limited to: Project Management, Training, Reports, and Project Briefings, which are not disaster specific. All disaster specific costs shall be billed under each individual task order. Responsibilities for Readiness are identified in the Performance Work Statement, Section 9.4.

Readiness costs will be awarded by a Fixed Price Task Order. Any applicable Readiness tasks (e.g., reporting, briefing, and quality control) that the Government requires past the contract expiration date will be directly charged to the specific task orders that remain open after formal contract expiration. Readiness will be paid on a monthly basis.

B.7 PHASE-IN

The Contractor shall provide Phase-In within the first thirty (30) calendar days after contract award. Responsibilities for phase in are identified in the Performance Work Statement, Section 9.3. The Phase-In will be paid on a one time fee basis for the contract.

The Phase-In cost will be awarded by a one time Fixed Priced Task Order.

B.8 FIXED RATES FOR SERVICES -- INDEFINITE DELIVERY/INDEFINITE QUANTITY CONTRACT

The following Contract Line Items (CLINs) shall apply for payment purposes for the duration of the contract -- from date of award through sixty months.

Date of Award through not to exceed 60 months:

Base Period – From Date of award for a period of twelve months with each option period to be 12 month intervals.

Contract

Line Item

Number Unit Extended

(CLIN)

Description Unit QTY Price Price

Phase In Lump

Sum

Readiness Monthly

First Option Period -- TBD

Readiness Monthly 12

Second Option Period -- TBD

Monthly 12

Third Option Period -- TBD

Monthly 12

Forth Option Period -- TBD

Monthly 12

B.9 CLIN LIST -- See Attachment E, Part III, Section J -- List of Attachments.

B.10 NEGOTIATED INDIRECT COST RATES

Notwithstanding the provisions of Clause 52.216-7 of this contract entitled, "Allowable Cost and Payment," the allowable indirect costs under this contract shall be obtained by applying negotiated indirect rates to bases agreed upon by the parties. The period(s) for which such rates will be established shall correspond to the contractor's fiscal year(s).

Negotiation of final indirect rates shall be in accordance with FAR 52.216-7 and Subpart 42.700 of the Federal Acquisition Regulation.

The results of each negotiation shall be set forth in a modification to this contract which shall specify (1) the agreed final rates, (2) the bases to which the rates apply, and (3) the periods for which the rates apply.

Pending establishment of final overhead rates for any period, the Contractor shall be reimbursed for allowable indirect costs, not claimed elsewhere, at the following billing rate(s). Such billing rate(s) may, at the request of either party, be revised by mutual consent to apply either retroactively or prospectively to prevent substantial over and under payment.

To Be Proposed by Offeror

Indirect

Base of

Billing

Contractor's

Cost

Application Rate

Fiscal Year

SECTION C - DESCRIPTION/SPECIFICATIONS/STATEMENT OF WORK

1.0 Introduction

The Federal Emergency Management Agency (FEMA) is the federal agency responsible for leading the Nation’s efforts to prepare for, protect and mitigate against, respond to, and recover from the impacts of natural disasters and man-made incidents or terrorist events. FEMA’s formation in 1979 by a Presidential executive order directed the combination of federal programs that addressed emergency management for all types of incidents into a single agency.

Though created as the Federal Agency that leads and manages emergency management on behalf of the Nation, there are many organizations engaged in all phases of emergency management at the federal, state, tribal entities and local levels. FEMA, in its leadership role, must set the standard for emergency management across the Nation and help build strong relationships among its partners. As a first step, FEMA will foster a culture of preparedness by building combined and comprehensive national capabilities that better protect us from the extraordinary natural and man-made threats that face our Nation.

The Post-Katrina Emergency Management Reform Act passed by Congress and signed by the President in October 2006, sets forth a new expanded mission for FEMA. Our mandate is to reduce the loss of life and property and protect the Nation from all hazards, including natural disasters, acts of terrorism, and other man-made disasters, by leading and supporting the Nation in a risk-based, comprehensive emergency management system of preparedness, protection, response, recovery, and mitigation.

2.0 FEMA’s Mission

FEMA’s Mission is to reduce the loss of life and property and protect the Nation from all hazards, including natural disasters, acts of terrorism, and other man-made disasters, by leading and supporting the Nation in a risk-based, comprehensive emergency management system of preparedness, protection, response, recovery, and mitigation.

2.1 FEMA’s Strategic Plan Goals

· To provide customer-focused, field-based, and results-oriented mission delivery;

· To provide compassionate program and service delivery to all populations;

· To provide strong leadership, teamwork, and accountability at all levels;

· To maintain a professional workforce of motivated employees who are empowered and equipped to act;

· To seek and create strong partnerships that leverage capabilities and capitalize on public-private efficiencies; and

· To maintain a business approach to achieving desired results with a strong foundation in technology.

2.2 Overarching Themes

· Lead an integrated approach that strengthens the Nation’s ability to address disasters, emergencies, and terrorist events;

· Deliver easily accessible and coordinated assistance for all programs;

· Provide reliable information at the right time for all users;

· Invest in people and have people invest in FEMA to ensure mission success; and

· Build public trust and confidence through performance and stewardship.

3.0 Background

The mission is to support the procurement of Management Support Services that provide catastrophic disaster recovery and other planning activities; guides and coordinates long-term community recovery activities; develops, manages, and tracks post-disaster reviews; and coordinates other activities in support of the FEMA Disaster Assistance Directorate’s mission as authorized under the Robert T. Stafford Disaster Relief and Emergency Assistance Act, 42 U.S.C. §5121-5206 (hereinafter referred to as the Stafford Act).

4.0 General Scope

The proposed procurement shall have an ordering period of performance of five (5) years from date of award that consists of one (1) base year with four (4) one-year options.

The services provided shall support FEMA operations in the continental U.S., U.S. territories and possessions and special districts to include the District of Columbia and the Commonwealth of the Northern Marianna Islands. Work shall be conducted at any number of locations to include contractor, various governmental, disaster, and private-sector locations to be determined based on task order, and/or disaster location.

1. PURPOSE:

PCP coordinates and manages catastrophic disaster recovery and other planning activities; guides and coordinates long-term community recovery activities; develops, manages, and tracks post-disaster reviews; and coordinates other activities in support of the FEMA Disaster Assistance Directorate’s mission. The PCP Division is comprised of the following components:

· Program Evaluation and Coordination

· Disaster Assistance and Recovery Operations Planning

· Long-term Community Recovery (LTCR)/Post-Disaster Community Planning

· Disaster Assistance Training

· Disaster Assistance Continuity of Operations

To better prepare for future disasters, FEMA proposes to acquire Contractor services to provide required services that include providing technical support for community recovery planning; writing, reviewing, and revising contingency plans; developing and conducting program evaluations; developing and maintaining SOPs, program guides, and job aids; conference planning and delivery support. These program activities are highly visible and require the services of community recovery planners with expertise in community development related fields such as urban land use planning, sociology, civil engineering, historical preservation, economics, grant writing, anthropology, and agronomy; emergency management planners; general management consultants; project managers; training/education developers.

2. SCOPE:

The proposed procurement shall have an ordering period of performance of five (5) years from date of award that consists of one (1) base year with four (4) one-year options.

The services provided shall support FEMA operations in the continental U.S., U.S. territories and possessions and special districts to include the District of Columbia and the Commonwealth of the Northern Marianna Islands. Work shall be conducted at any number of locations to include contractor, various governmental, disaster, and private-sector locations to be determined based on task order, and/or disaster location.

The scope of this SOO is to have the Contractor use and develop state-of-the-art tools, techniques, and best practices to enhance the ability of the PCP Division to effectively and efficiently execute its mission. The deliverables produced by the Contractor under this SOO will further PCP’s effort to enhance the readiness planning and operational effectiveness of FEMA’s Disaster Assistance programs. PCP’s support to the Disaster Assistance programs’ mission can be grouped into the following activities:

· Program Evaluation and Coordination: Developing and conducting evaluations of on-going program delivery and after-action reviews of disaster recovery operations.

· Disaster Assistance and Recovery Operations Planning: Developing operational plans and operating procedures to support the delivery of FEMA’s Public Assistance and Individual Assistance programs and community recovery planning assistance activity. Participating in the development of operational plans by other DHS and FEMA components.

· Long-term Recovery/Post-Disaster Community Planning: Assisting communities with long-term disaster recovery coordination and planning. Providing planning and other technical assistance to communities to coordinate Federal disaster assistance to achieve more efficient and effective use of Federal resources that result in a more well-organized and successful recovery by the community.

· Disaster Assistance Training: Designing and developing training programs and materials to support the delivery of FEMA’s Disaster Assistance mission.

· Disaster Assistance Continuity of Operations: Ensuring that FEMA’s Disaster Assistance programs continue to function through effective continuity of operations and devolution planning.

The performance objectives are as follows:

· Develop innovative methods, approaches, ideas, and guidance to providing technical assistance in order to advance FEMA’s goals of promoting successful long-term recovery for communities; conducting disaster assistance planning and capability enhancement efforts; developing and providing program assessment and evaluation efforts, developing innovative training models for various Disaster Assistance Directorate initiatives.

· Provide efficient and effective management and administration of the overall project; ensure timely deployment of trained and qualified professionals; deliver high quality service, and exceptional customer service, while adhering to budget and schedule constraints.

· Provide personnel to simultaneously support multiple disaster operations. For example in 2008 operational activities included: Supporting more than 30 heavily impacted communities in 9 States (Tornados in Tennessee, Arkansas and Windsor, Colorado; Midwest floods in Wisconsin, Indiana, Illinois, Iowa, Missouri; Hurricane Ike in Texas).

In order to support the mission requirements of PCP, it is necessary for the Contractor to identify technical specialists within 48 hours of Government notification. Additionally, to ensure success of FEMA disaster operations and programmatic initiatives, it is necessary for the Contractor to work cooperatively with all entities in which FEMA has entered into a partnership, including other FEMA contractors currently working under similar technical assistance contract awards.

3. TECHNICAL ASSISTANCE:

Technical assistance is often provided to assist impacted states and local communities in launching long-term community recovery. The impacted communities are helped in identifying and connecting critical recovery resources to their LTCR needs through coordination, planning, and other technical assistance efforts. Technical assistance may include the provision of technical personnel to analyze the impacts of the disaster upon the affected community’s economy, infrastructure or housing sector; assess the gap between what the affected community has internally in terms of existing recovery capacities and resources; identifying what needs to be supplemented from external sources such as the federal government, private and non-profit sources; or providing guidance and support as the community develops LTCR strategies and implementation plans. There may also be other ways to provide guidance and support to the impacted state and community.

The Contractor shall provide technical assistance as is needed to provide appropriate assistance to impacted states and communities.

5.0 Summary of Required Services

PCP coordinates and manages catastrophic disaster recovery and other planning activities; guides and coordinates long-term community recovery activities; develops, manages, and tracks post-disaster reviews; and coordinates other activities in support of the FEMA Disaster Assistance Directorate’s mission. The PCP Division is comprised of the following components:

· Program Evaluation and Coordination

· Disaster Assistance and Recovery Operations Planning

· Long-term Community Recovery (LTCR)/Post-Disaster Community Planning

· Disaster Assistance Training

· Disaster Assistance Continuity of Operations

To better prepare for future disasters, FEMA proposes to acquire Contractor services to provide required services that include providing technical support for community recovery planning; writing, reviewing, and revising contingency plans; developing and conducting program evaluations; developing and maintaining SOPs, program guides, and job aids; conference planning and delivery support. These program activities are highly visible and require the services of community recovery planners with expertise in community development related fields such as urban land use planning, sociology, civil engineering, historical preservation, economics, grant writing, anthropology, and agronomy; emergency management planners; general management consultants; project managers; training/education developers.

SECTION D - PACKAGING AND MARKING

D.1 PRESERVATION, PACKING AND PACKAGING -- COMMERCIAL

Not applicable.

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.

NUMBER

TITLE

DATE

52.246-2

INSPECTION OF SUPPLIES--FIXED-PRICE

AUG 1996

52.246-6

INSPECTION--TIME-AND-MATERIALS AND

MAY 2001

LABOR-HOUR

52.246-16

RESPONSIBILITY FOR SUPPLIES

APR 1984

52.246-4

INSPECTION OF SERVICES--FIXED-PRICE

AUG 1996

E.2 INSPECTION AND ACCEPTANCE

Final inspection and acceptance shall be by the Contracting Officer or his/her duly authorized representative at the FEMA JFO to be specified in individual task orders.

For the purpose of this clause, the COTR 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 occur, the Contractor will be notified by a written notice.

E.3 PERFORMANCE EVALUATION

(a) The Government reserves the right, at all reasonable times, and upon reasonable notice to the Contractor, to inspect or otherwise evaluate the work performed or being performed at the location(s) at which work is being performed. Pursuant thereto, the Government reserves the right to maintain representatives on the premises of the contractor (or subcontractor). The Contractor shall provide all reasonable facilities and assistance ensuring the safety and convenience of the Governments representatives in the performance of their duties should the Government make any inspections or evaluations on the premises of the Contractor (or subcontractor). All inspections and evaluations by the Governments 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 by the Government which reflects deficiencies or proposed corrective actions to be taken by the Contractor or its 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 inspections shall be discussed with the Government prior to implementation. Evaluations of the Contractors work product shall be placed in the contract file and are not subject to public release under the Freedom of Information Act, but may be used by the government for internal purposes, as deemed appropriate.

(b) The Government representatives are extended to include agents i.e., auditors, and/or other Contractors, as authorized.

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.

52.242-15

STOP-WORK ORDER

AUG 1989

52.242-17

GOVERNMENT DELAY OF WORK

52.247-34

F.O.B. DESTINATION

NOV 1991

52.247-48

F.O.B. DESTINATION--EVIDENCE OF SHIPMENT

FEB 1999

F.2 TERM OF CONTRACT

The contract shall be effective as of the execution date and shall continue through five years (60 months) one base plus four (4) option periods, except that delivery orders placed prior to the expiration date shall remain in full force and effect until deliveries have been completed and payments, therefore, have been made.

F.3 PRINCIPAL PLACE OF PERFORMANCE

The effort required under this contract shall be performed at:

Various disaster sites to be determined under individual task orders.

F.4 NOTICE OF DELAY

If the Contractor becomes unable to complete the contract work at the time specified because of technical difficulties, notwithstanding the exercise of good faith and diligent efforts in the performance of the work called for hereunder, the Contractor shall give the Contracting Officer written notice of the anticipated delay and the reasons therefore. Such notice and reasons shall be delivered promptly after the condition creating the anticipated delay becomes known to the Contractor but in no event less than forty-five (45) days before the completion date specified in this contract, unless otherwise directed by the Contracting Officer. When notice is so required, the Contracting Officer may extend the time specified in the Schedule for such period as deemed advisable.

F.5 DELIVERY SCHEDULE

Delivery of items will be determined on an individual task order basis.

F.6 REPORTS OF WORK

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 to fit the needs of the declared disaster and FEMA requirements.

Reports not otherwise stated shall be provided in either electronic copy or CD/diskette.

MONTHLY CONTRACT STATUS REPORT

The Contractor shall submit a Monthly Contract Status Report to the COTR and Contracting Officer by the 15th day after each month. This report shall reflect a summary of the overall contract status, including the current and cumulative hours worked by skill type. For each open Task Order Assignment, the report shall list the Task Order 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 Task Order 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, planned activities for the next month and problems and proposed corrective actions. The Contractor shall attach two graphs that depict: Personnel in Field vs. Time and Contract Totals vs. Time. The Contractor will include a summary of pending actions and actions expected in the next 30/60/90 days. Additionally, the Contractor will post a digital version of the report on the real-time Web reporting site.

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 tables, graphs, and other visual aids, as necessary to comprehensively explain the results achieved under the contract. The final report shall be submitted to the Government five (5) days prior to expiration of this contract. The Contractor shall submit copies of the report as follows: One copy to the COTR and one copy to the Contracting Officer.

SUBMISSION

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

Federal Emergency Management Agency Acquisition Management Directorate Disaster Assistance/Disaster Operations Section 500 C Street, S.W., PP 5th Floor Washington DC 20472

SECTION G - CONTRACT ADMINISTRATION DATA

G.1 TRAVEL COSTS

Costs for transportation, lodging, meals and incidental expenses incurred by contractor personnel on official company business are allowable subject to FAR 31.205-46, Travel Costs. These costs will be considered to be reasonable and allowable only to the extent that they do not exceed on a daily basis the maximum per diem rates in effect at the time of travel as set forth in the Federal Travel Regulations. NOTE: All travel requests must be approved in advance by the Contracting Officer and Program Manager.

G.2 MANDATORY PARTICIPATION IN ELECTRONIC INVOICE PROCESS

(a) Invoice Submission to the FEMA Disaster Finance Center (DFC): The contractor shall send each invoice separately in PDF format as a file attachment in an e-mail to Terry Ritenour (terry.ritenour@dhs.gov) and to FEMA-Disaster-Vendor-Payments@dhs.gov at the Disaster Financial Center (DFC). The contractor should submit the actual invoice (only) to DFC without any of the back-up documentation.

(b) The contractor shall also send this invoice separately in PDF format as a file attachment in an email to the PCP Program Management Office (PMO) Invoice Monitor (Jeanine.Benjamin@dhs.gov). Submit the complete invoice (along with all back-up documentation) on a CD ROM in PDF format to:

Invoice Monitor PCP Program Office Federal Emergency Management Division FEMA 500 C Street, S.W. Washington, DC 20472

(c) Invoice Submission to Contracting Officer (CO): The contractor shall simultaneously submit the invoice with back-up documentation (as required by the CO) to the CO on a CD-ROM in PDF format to the address listed below. Only one invoice with all back-up documentation per CD-ROM.

Eddie.Murphy@dhs.gov

(d) Invoice Submission to the Contracting Officers Technical Representative (COTR): The contractor shall simultaneously submit the invoice with all back-up documentation to COTR (1) on a CD-ROM in PDF format and (2) Submit an electronic copy to the e-mail address listed below. Only one invoice with all back-up documentation per CD-ROM.

Jeanine.Benjamin@dhs.gov

G.3 INVOICES

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 in accordance with G.2, Mandatory Participation in Electronic Invoice Process.

(b) ELECTRONIC FUNDS TRANSFER (EFT) INFORMATION

1. As mandated by the Debt Collection Improvement Act (DCIA) of 1996 and in accordance with FAR Clause 52.232-33-Payment By Electronic Funds Transfer--Central Contractor Registration (OCT 2003) of this contract, the contractor must submit the following information as specified in clause 52.232-33 of this award document by the 5th day following contract award:

(a) The contract number (or other procurement identification number).

(b) The contractors name and remittance address, as stated in the contract(s).

(c) The signature (manual or electronic, as appropriate), title, and telephone number of the contractor official authorized to provide this information.

(d) The name, address, and 9-digit Routing Transit Number (RTN) of the contractor's financial agent.

(e) The contractors account number and the type of account (checking, savings or lockbox).

(f) If applicable, the Fedwire Transfer System (FTS) telegraphic abbreviation of the contractor's financial agent.

(g) If applicable, the contractor shall also provide the name, address, telegraphic abbreviation, and 9-digit Routing Transit Number (RTN) of the correspondent financial institution receiving the wire transfer payment if the contractors financial agent is not directly on-line to the FTS; and, therefore, not the receiver of the wire transfer payment.

2. 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 (RTN). The contractor shall provide the current 9-digit RTN of the payee's bank

(b) Payees account number

(c) Contractors 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.4 SUBMISSION OF INVOICES OR VOUCHERS FOR PAYMENT

Payment of invoices or vouchers submitted under this contract shall be made in accordance with the Prompt Payment clause of this contract and in accordance with the provisions of other clauses in this contract. An invoice or voucher must include the following:

(a) GENERAL

Invoices or vouchers and any required supporting documentation, must be properly identifiable with the name of the contractor, date of the invoice, contract number, task order number, name and address or EFT information that payment is to be sent to, and name, title, and phone number of the point of contact at the contractors facility in case of a defective invoice. All invoice submissions shall be prepared and submitted in accordance with G.2, Mandatory Participation in Electronic Invoice Process.

Payments of invoices or vouchers shall be subject to the withholding provisions (if any) of the contract. In the event that amounts are withheld from payment in accordance with provisions of this contract, a separate invoice for the amount withheld will be required before payment for that amount may be made.

Invoices or vouchers for payment of costs and fee(s), if any, shall include the total cumulative cost and fee(s), if any, previously invoiced. Each invoice or voucher for reimbursement shall include sufficient detail to identify costs properly chargeable to the contract. In addition, each invoice or voucher for reimbursement of costs shall detail the total vouchered charges by showing current and cumulative costs in the following manner:

Element of cost Total Dollar Amount current Costs

Cumulative Costs

Total Direct Labor

Total Overhead

Raw Materials and

Purchased Parts

Subcontract(s)

Travel

Computer

Facilities

Special Test Equipment

Other Direct Charges

G&A

Sub-TOTAL

Fee

TOTAL

The above is the precise format to follow. In the event no charges exist for any one of the items, such shall be so indicated by entering $0 (zero dollars). Inability to reconcile the entries with recorded Contracting Officer approved estimates, particularly in the areas of computer (IT acquisitions), facilities, and special test equipment, may result in the voucher being returned for correction and resubmission.

Fixed or base fee, if any, shall be paid in monthly installments based on the percentage of completion of work, as determined by the Contracting Officer. Fixed and base fee invoices shall state the period for which the fee is claimed and shall indicate the percentage of completed work as required by the contract and the basis used for computing the fee installment claimed.

(b) ELECTRONIC FUNDS TRANSFER (EFT) INFORMATION

1. As mandated by the Debt Collection Improvement Act (DCIA) of 1996 and in accordance with FAR Clause 52.232-33, Payment By Electronic Funds Transfer--Central Contractor Registration (OCT 2003) of this contract, the contractor must submit the following written EFT information as specified in clause 52.232-33 of this award document by the 5th day following contract award:

(a) The contract number (or other procurement identification number).

(b) The contractor's name and remittance address, as stated in the contract(s).

(c) The signature (manual or electronic, as appropriate), title, and telephone number of the contractor official authorized to provide this information.

(d) The name, address, and 9-digit Routing Transit Number (RTN) of the contractor's financial agent.

(e) The contractor's account number and the type of account (checking, savings or lockbox).

(f) If applicable, the Fedwire Transfer System (FTS) telegraphic abbreviation of the contractor's financial agent.

(g) If applicable, the contractor shall also provide the name, address, telegraphic abbreviation, and 9-digit Routing Transit Number (RTN) of the correspondent financial institution receiving the wire transfers payment if the contractor's financial agent is not receiver of the wire transfer payment.

2. The contractor should include the EFT information set forth below on all invoices or vouchers 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 or voucher in accordance with the Prompt Payment clause of this contract. The following EFT information to be submitted on each invoice or vouchers is as follows:

(a) Routing Transit Number (RTN): 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 or vouchers submitted under this contract.

To avoid delays in processing invoices or vouchers, 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.5 PROJECT MONITOR

A Project Monitor (PM) will be designated under each task order. The PM is responsible for individual project management and task assignment administration in the field. This may involve daily oversight to ensure work is performed in accordance with the Task Order terms and conditions and the Performance Work Statement. The PM may provide necessary technical guidance to the contractor. A PM does not have authority to authorize work to be performed outside the scope of the Task Order. The PM may also be a COTR or works in conjunction with the COTR, however, if any discrepancies exist between the guidance given to a contractor by a COTR and a PM, the COTRs guidance shall take precedence. If the contractor is unclear as to the guidance provided by the COTR or PM or believes the guidance to be out of scope, the contractor shall contact the Contracting Officer.

G.6 TASK ORDER PROCEDURES

A. Issuing of Pre-Authorization Notice/Request for Task Proposal

A written or electronic Pre-authorization Notice may be issued by the Government prior to issuance of a formal written Task Order. The pre-authorization notice will specify the Government's requirement, authorize the Contractor to perform a preliminary assessment of the Government's requirement, and request a proposal for the required effort. The pre-authorization notice authorizes the Contractor to begin work based on urgency.

The pre-authorization notice will be limited to a specified timeframe and ceiling amount. The pre-authorization notice will authorized the contractor to incur costs (not-to-exceed the specified ceiling) within an expressly stated time period, prior to issuance of the formal Task Order. The Contractor will not be authorized to incur costs in excess of the ceiling amount specified or to perform work after expiration of the specified timeframe.

When a pre-authorization notice is issued, the Contractor and the Government will develop a definitive Statement of Work based on the Contractors preliminary assessment and recommendations provided by the Government. Based on the definitive Statement of Work, the Contractor shall submit a Draft Work Plan (which reflects the definitive Statement of Work) with its Technical and Cost Proposals. The technical proposal shall specify the Contractor's approach to performing the specific task required within the time frame specified, and identify the names of key personnel who will be performing the work. The business proposal shall identify the labor categories and hours per category estimated necessary to perform the task, as well as the materials and other direct costs estimated to be required for successful task completion. A Technical and Cost Proposal and the Draft Work Plan shall be submitted electronically within fifteen (15) days of issuance of a pre-authorization notice.

In the event that it is determined to be impracticable to utilize electronic mail, the contractor may submit proposals on a 3.5" floppy disk or CD-ROM, in MicroSoft Office format.

B. Issuing Task Orders

A Task Order may be issued without negotiations if the Government can determine fair and reasonable price, and cost or pricing data or other than cost or pricing data is not required based on acceptability of the Task Order Proposal. If negotiations are required, the Contract Specialist will arrange a meeting or a conference call among the appropriate Government and Contractor personnel. The Government may request submission of a Final Proposal Revision (FPR) and/or Final Work Plan, if required. If an agreement cannot be reached on any aspect of the task, the Government has the right to unilaterally issue the Task Order, and the Contractor is required to perform; however, while performance is taking place, the Contractor has the right to pursue appropriate remedies under the Contract.

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

C. Completion of Task Orders.

Within ninety (90) days of physical completion of work under each Task Order, the Contractor shall submit a Final Voucher. The final voucher shall include a payment history, cumulative itemized costs, 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.

D. Payment for Task Orders

If the Contractor is performing more than one Task Order simultaneously, separate invoices are required for each Task Order, with the Task Order number included on the invoices.

E. Closeout of Task Orders

All task orders issued under this contract shall be closed out in accordance with FAR Subpart 4.804-5 and established FEMA policy. Upon completion of each Task Order 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 written agreement, in a form satisfactory to the Contracting Officer, 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.

H.2 NONPERSONAL SERVICES

A nonpersonal services contract is defined as "a contract under which the personnel rendering the services are not subject, either by the contract's terms or by the manner of its administration, to the supervision and control usually prevailing in relationships between the Government and its employees."

This is not a personal services contract.

H.3 PERFORMANCE BASED CONTRACT

The contract resulting from this procurement will be performance based. During performance of the contract, the COTR and the Project Monitor in accordance with the overall level of compliance with the contract and the Performance Requirements Summary (PRS) shall evaluate all of the Contractors Task Orders on a quarterly basis or at the end of the Task Order if it is for a period of performance that is less than a quarter of a year. Furthermore, additional performance elements may be necessary to ensure that the performance standards for work specified in the contract or individual Task Orders reflect the requirements stated in the attached Statement of Objectives or the Statement of Work for each individual Task Order.

During contract performance, the COTR and the Project Monitor will record all surveillance observations and will maintain a file of all…