HSFEHQ-10-R-0054

HSFEHQ-10-R-0054 Section M

PAGE 1 OF

1. REQUISITION NO.

2. CONTRACT NO.

3. AWARD/EFFECTIVE DATE

4. ORDER NO.

5. SOLICITATION NUMBER

6. SOLICITATION ISSUE DATE

a. NAME

b. TELEPHONE NO. (No Collect Calls)

8. OFFER DUE DATE/LOCAL

TIME

9. ISSUED BY

CODE

10. THIS ACQUISITION IS

UNRESTRICTED OR

SET ASIDE: % FOR:

SMALL BUSINESS

HUBZONE SMALL

BUSINESS

SERVICE-DISABLED VETERAN-

OWNED SMALL BUSINESS

EMERGING SMALL

BUSINESS

8(A)

NAICS:

SIZE STANDARD:

11. DELIVERY FOR FOB DESTINA-

TION UNLESS BLOCK IS

MARKED

SEE SCHEDULE

12. DISCOUNT TERMS

13a

. THIS

CONTRACT IS A

RATED ORDER UNDER

DPAS (15 CFR 700)

13b. RATING

14. METHOD OF SOLICITATION

RFQ

IFB

RFP

15. DELIVER TO

CODE

16. ADMINISTERED BY

CODE

17a. CONTRACTOR/OFFEROR

CODE

FACILITY CODE

18a. PAYMENT WILL BE MADE BY

CODE

TELEPHONE NO.

17b. CHECK IF REMITTANCE IS DIFFERENT AND PUT SUCH ADDRESS IN OFFER 18b. SUBMIT INVOICES TO ADDRESS SHOWN IN BLOCK 18a UNLESS BLOCK BELOW IS CHECKED

SEE ADDENDUM

19.

20.

21.

22.

23.

24.

ITEM NO.

SCHEDULE OF SUPPLIES/SERVICES

QUANTITY

UNIT

UNIT PRICE

AMOUNT

(Use Reverse and/or Attach Additional Sheets as Necessary)

25. ACCOUNTING AND APPROPRIATION DATA

26. TOTAL AWARD AMOUNT (For Govt. Use Only) 27a. SOLICITATION INCORPORATES BY REFERENCE FAR 52.212-1, 52.212-4. FAR 52.212-3 AND 52.212-5 ARE ATTACHED. ADDENDA

ARE

ARE NOT ATTACHED.

27b. CONTRACT/PURCHASE ORDER INCORPORATES BY REFERENCE FAR 52.212-4. FAR 52.212-5 IS ATTACHED. ADDENDA

ARE

ARE NOT ATTACHED

28. CONTRACTOR IS REQUIRED TO SIGN THIS DOCUMENT AND RETURN _______________

29. AWARD OF CONTRACT: REF. ___________________________________ OFFER

COPIES TO ISSUING OFFICE.

CONTRACTOR AGREES TO FURNISH AND

DATED ________________________________.

YOUR

OFFER ON SOLICITATION

DELIVER ALL ITEMS SET FORTH OR OTHERWISE IDENTIFIED ABOVE AND ON ANY

(BLOCK 5), INCLUDING ANY ADDITIONS OR CHANGES WHICH ARE

ADDITIONAL SHEETS SUBJECT TO THE TERMS AND CONDITIONS SPECIFIED

SET FORTH HEREIN IS ACCEPTED AS TO ITEMS:

30a. SIGNATURE OF OFFEROR/CONTRACTOR 31a. UNITED STATES OF AMERICA (SIGNATURE OF CONTRACTING OFFICER) 30b. NAME AND TITLE OF SIGNER (TYPE OR PRINT) 30c. DATE SIGNED 31b. NAME OF CONTRACTING OFFICER (TYPE OR PRINT) 31c. DATE SIGNED

AUTHORIZED FOR LOCAL REPRODUCTION

(REV. 3/2005)

PREVIOUS EDITION IS NOT USABLE

Prescribed by GSA - FAR (48 CFR) 53.212

7. FOR SOLICITATION

INFORMATION CALL:

STANDARD FORM 1449

OFFEROR TO COMPLETE BLOCKS 12, 17, 23, 24, & 30

SOLICITATION/CONTRACT/ORDER FOR COMMERCIAL ITEMS

HSFEHQ-10-R-0054

03-24-2010 Nathan Wolf, Contract Specialist 202-646-4082 Federal Emergency Management Agency Office of the Chief Procurement Officer Mitigation Branch 395 E Street, S.W., PP 5th Floor Washington DC 204723205 X X $7 million N/A X

SAME AS BLOCK 9

Federal Emergency Management Agency/FFC P.O. Box 800 Berryville VA 22611 The contractor shall provide all personnel, facilities, equipment , material, supplies, and services, and otherwise do all things necessary for, or incidental to, providing the services and items listed in Section C, Statement of Objectives for HMTAP-Programmatic Technical Assistance Risk Reduction Division.

This solicitation is a Request for Proposal based on best value competitive procurment solicited to 8(a) firms in accordance with the Federal Acquisition Regulations (FAR)

19.805. The associated NAICS code for this acquisition is

541611-Administrative Management and General Management Consulting.

The small business size standard is $7,000,000.

The Government intends to award one Idefinite Delivery, Indefinite Quantity type, Hybrid contract with task orders issued as Firm-Fixed Price or Cost Reimbursement as a result from this solicitiation and the terms and conditions set forth herein.

X X

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 as furnished by the Government) and otherwise do all things necessary to, or incident to, performing and providing the following items of work (contained in Section C of this solicitation).

B.2 MAXIMUM AND MIMIMUM FUNDING LIMITATION

The maximum funding limitation for this contract (inclusive of estimated cost, fixed price, profit/fee for all Task Orders issued) shall not exceed an amount $28,000,000.00. The guaranteed minimum under this contract is an amount $50,000.00.

B.3 PRICE/COST SCHEDULE

The following is the estimated maximum value the contractor can receive under task orders.

ITEM DESCRIPTION OF SUPPLIES/SERVICES:

CLIN Period of Performance Total Estimated Price

Base Period

0001 Programmatic Technical Assistance $0.00

The Ordering Period for CLIN 0001 shall begin on the effective date of the contract or date of award, whichever is later and end twelve (12) months after that date.

0002 Other Direct Costs

Option Period 1

1001 Programmatic Technical Assistance $0.00

The Ordering Period for CLIN 1001 shall begin on the day following the expiration of the Base Period and end twelve (12) months after that date.

1002 Other Direct Costs

Option Period 2

2001 Programmatic Technical Assistance $0.00

The Ordering Period for CLIN 2001 shall begin on the day following the expiration of Option Period 1 and end twelve (12) months after that date.

2002 Other Direct Costs

Option Period 3

3001 Programmatic Technical Assistance $0.00

The Ordering Period for CLIN 3001 shall begin on the day following the expiration of Option Period 2 and end twelve (12) months after that date.

3002 Other Direct Costs

Option Period 4

4001 Programmatic Technical Assistance $0.00

The Ordering Period for CLIN 4001 shall begin on the day following the expiration of Option Period 3 twelve (12) months after that date.

4002 Other Direct Costs

B.4 CONSIDERATION -- FIXED-PRICE AND COST PLUS AWARD FEE

This is a Hybrid Indefinite Delivery/Indefinite Quantity (IDIQ) in which the Government intends to award task orders with the following preference, Fixed Price and/or Cost Plus Award Fee. In consideration for performance under this contract, the government shall pay the contractor a Fixed Price for those task orders issued as a Firm Fixed Price.

If the task order is awarded as a Cost Reimbursement type, in consideration of performance, the government shall reimburse the contractor for all allowable, allocable costs incurred, and pay the contractor an upfront fixed fee and may include a fee determined by the quality of performance; said award fee formulation is presented as ATTACHMENT C to Schedule J.

If the task order is awarded as a Cost Reimbursement type, in consideration of performance, where the fee is not determined by the quality of performance, the government shall reimburse the contractor for all allowable, allocable costs incurred, and pay the contractor a reasonable fixed profit/fee to be negotiated by individual task order.

The total value for this contract shall be determined by the cumulative amount obligated under all task orders, which amount shall not exceed the maximum funding limitation specified in the contract.

B.5 BID RATES FOR PREPARATION OF FIXED PRICE/COST PLUS AWARD FEE TYPE TASK ORDERS

All task orders issued on a FFP basis will be priced in accordance with the fully burdened labor rates developed in response to table found at Section J, Attachment A. The fully-burdened labor rates include all direct labor and all indirect costs applicable to that direct labor, such as, fringe benefits, overhead, G&A, and profit associated with providing the required skill. The loaded hourly rates are ceiling price rates and the Contractor may, at its discretion, elect to propose lower hourly rates on a task by task basis.

Indirect costs allocated to any direct materials and other direct costs shall be proposed consistent with the payment requirements in the clause at FAR 52.216-7, Allowable Cost and Payment Clause (DEC 2002).

The rates shown are based on the contractors established accounting practices for recording uncompensated overtime. These practices are reflected in the table. If in Attachment A and B tables, the rates were computed based on the recording of all hours, then the contractor will be permitted to bill at the hourly rate for all hours worked. If the rates were computed based on recording only 40 hours per week, then the contractor will be permitted to bill only on the basis of a 40 hour week.

For FFP type task orders, the quantity of each item or labor category ordered will be multiplied against the rate listed in this schedule or as negotiated for that TO, and the cumulative extended total of all items ordered will define the fixed price for the TO. Subcontractor/Consultant cost, travel and materials, if applicable, may be estimated for each TO, burdened with applicable indirect rates, in accordance with established accounting practices and profit. Any total rate negotiated for subcontract/consultant costs, travel and materials will be added to the extended price of all ordered items to arrive at the total fixed price for that TO.

All task orders issued on a Cost Reimbursement basis will be priced in accordance with approved DCAA (or FAR Part 31) rates. Direct and indirect cost rates will be established on a TO basis. For Cost Reimbursement task orders, the Contractor will provide complete supporting schedules identifying all applicable direct and indirect rate estimates building up to the TO cost. Contractors with approved DCAA rates should submit their most recent provisional indirect billing and actual rates for both direct and indirect rates. Contractors without audited rates shall propose indirect rates in accordance with FAR Part 31.

The contractor shall record and account for costs using their standard, DCAA approved, accounting systems. The government shall reimburse the contractor for their actual, allowable and allocable costs, which are in accordance with the terms and conditions of this contract.

B.6 TASK ORDER FUNDING

Firm Fixed Price and Cost Plus Award Fee type Task Orders may be issued under this contract within the established contract ceiling limitation. Task Order payments shall be made in installments based on the 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.7 AWARD PRIOR TO AUDIT

Award of this contract is made prior to completion of a pre-award audit conducted by the Defense Contract Audit Agency (DCAA). Therefore, the rights and obligations of the parties are contingent upon the recommendations of the audit. Upon receipt of the audit report, the Government will issue a modification to the contract, incorporate the findings/recommendations of each audit report.

In accordance with the Federal Acquisition Regulation, the contractor shall have an acceptable accounting system for adequate tracking of costs. Upon receipt of the DCAA audit report, the Contracting Officer will notify the Contractor of DCAA's findings on the acceptability of the contractor's accounting system.

Should DCAA find that the contractor's accounting system is unacceptable, the contractor shall have sixty (60) days to implement an acceptable accounting system. Should the contractor fail to implement an acceptable accounting system with the allotted time frame, the contract will be suspended and/or terminated.

B.8 52.209-1 QUALIFICATION REQUIREMENTS (FEB 1995)

(a) Definition: "Qualification Requirement," as used in this clause, means a Government requirement for testing or other quality assurance demonstration that must be completed before award.

(b) One or more qualification requirements apply to the supplies or services covered by this contract. For those supplies or services requiring qualification, whether the covered product or service is an end item under this contract or simply a component of an end item, the product, manufacturer, or source must have demonstrated that it meets the standards prescribed for qualification before award of this contract. The product, manufacturer, or source must be qualified at the time of award whether or not the name of the product, manufacturer, or source is actually included on a qualified products list, qualified manufacturers list, or qualified bidders list. Offerors should contact the agency activity designated below to obtain all requirements that they or their products or services, or their subcontractors or their products or services, must satisfy to become qualified and to arrange for an opportunity to demonstrate their abilities to meet the standards specified for qualification.

(c) If an offeror, manufacturer, source, product or service covered by a qualification requirement has already met the standards specified, the relevant information noted below should be provided.

Offeror's Name _______________________________________________

Manufacturer's Name __________________________________________

Source's Name ________________________________________________

Item Name ____________________________________________________

Service Identification _______________________________________

Test Number (to the extent known)_____________________________

(d) Even though a product or service subject to a qualification requirement is not itself an end item under this contract, the product, manufacturer, or source must nevertheless be qualified at the time of award of this contract. This is necessary whether the Contractor or subcontractor will ultimately provide the product or service in question. If, after award, the Contracting Officer discovers that an applicable qualification requirement was not in fact met at the time of award, the Contracting Officer may either terminate this contract for default or allow performance to continue if adequate consideration is offered and the action is determined to be otherwise in the Government's best interests.

(e) If an offeror, manufacturer, source, product or service has met the qualification requirement but is not yet on a qualified products list, qualified manufacturers list, or qualified bidders list, the offeror must submit evidence of qualification prior to award of this contract. Unless determined to be in the Government's interest, award of this contract shall not be delayed to permit an offeror to submit evidence of qualification.

(f) Any change in location or ownership of the plant where a previously qualified product or service was manufactured or performed requires reevaluation of the qualification. Similarly, any change in location or ownership of a previously qualified manufacturer or source requires reevaluation of the qualification. The reevaluation must be accomplished before the date of award.

B.9 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 42.7 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. A sample format is provided below to list Indirect Cost Rates:

B-5

SECTION C - DESCRIPTION/SPECIFICATIONS/STATEMENT OF WORK

Hazard Mitigation Technical Assistance Program (HMTAP) 8(a) Small Business Preferred Contract For Programmatic Technical Assistance to the Risk Reduction Division

PURPOSE:

The purpose of this Statement of Objectives is to permit the Federal Emergency Management Agency (FEMA) greater capability in managing and assessing mitigation activities. The Contractor shall provide technical assistance to the FEMA Headquarters’ Risk Reduction Division in the development and maintenance of a project management reporting mechanism and through the development, enhancement, and/or maintenance of benefit-cost analysis tools and loss avoidance tools. The Contractor will further provide technical advisement, guidance, and recommendations to the FEMA Risk Reduction Division and will assist in quantitative and qualitative analyses as it endeavors to modernize and streamline its services.

BACKGROUND:

The Risk Reduction Division is responsible for the provision of program and project management reporting services for several contracts, including the Hazard Mitigation Technical Assistance Program contracts. The scope of this effort encompasses the full range of project management reporting services and associated service infrastructure to support the mitigation mission.

The Division is equally responsible for the assessment of mitigation activities to ensure those activities are cost effective and will provide a return on the investment of mitigation dollars. The scope of this effort encompasses the full range of mitigation activity analysis tool services and associated support for technical reporting and training in support of the mitigation mission.

The authorities for the HMTAP include the National Earthquake Hazards Reduction Act of 1977, as amended, PL 95-124; the Robert T. Stafford Disaster Relief and Emergency Assistance Act (Stafford Act), as amended, PL 93-288; the National Flood Insurance Act of 1968; the Flood Disaster Protection Act of 1973; and the Riegle Community Development and Regulatory Improvement Act of 1994. Assistance is necessary to aid Headquarters Mitigation and the Regional counterparts to meet post-disaster mitigation responsibilities.

CONTRACT OBJECTIVES:

1. Tool development, maintenance, and enhancement for the loss avoidance national tool.

2. Tool maintenance and enhancement for the benefit-cost analysis tool.

3. Training development, enhancement, and maintenance for the loss avoidance national tool and the benefit-cost analysis tool.

4. Training Instruction for the losses avoided national tool.

5. Assist with the development of presentations to effectively communicate technical information.

6. Technical Advisement – provide expert advice, guidance, and recommendations to modernize and streamline grants program business processes and services.

7. Technical editing and reporting – provide assistance to improve the quality of technical reports by FEMA.

8. Technical Advisement – provide expert advice on loss avoidance, benefit-cost analysis and other mitigation projects on an as needed basis.

Technical Support & Advisement – provide expert support and advice on programmatic information analysis. This analysis will include quantitative and qualitative analyses and will utilize GIS and spatial analysis related tools.

HSFEHQ-10-R-0054 Section C

C-2

SECTION D - PACKAGING AND MARKING

[For this Solicitation, there are NO clauses in this Section]

HSFEHQ-10-R-0054 Section D

D-1

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

E-1

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-1

SECTION G - CONTRACT ADMINISTRATION DATA

G.1 IDENTIFICATION OF GOVERNMENT OFFICIALS

The Government Officials assigned to this contract are as follows:

Contracting Officer:

Name: Monica H. Brown Phone: 202-646-3212 Fax: 202-646-3318 Email: monica.brown@dhs.gov

Administrative Contracting Officer:

Name: Nathan Wolf, Contract Specialist Phone: 202-646-4082 Fax: 202-646-3318 Email: nathanj.wolf@dhs.gov

Contracting Officer's Technical Representative:

Name: Gina White Phone: 202-646-3906 Fax:

Email: gina.white@dhs.gov

G.2 ORDERING PROCEDURE

(a) Supplies/services to be furnished under this contract shall be ordered by the authorized individuals or activities designated below:

Name Location

G.3 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 statements or certificates properly identifiable with the contract company name, POC & number and contract number shall be submitted as follows:

FINAL INVOICE OR VOUCHER:

Number Distribution

Original and Mail to:

2 copies Federal Emergency Management Agency/ FFC attn: Vendor Payments PO Box 800 Berryville, VA 22611

One Copy Mail and Electronically:

Gina White Federal Emergency Management Agency 1800 South Bell Street Arlington, VA 20598-3015 Email: gina.white@dhs.gov

One Copy Mail to:

Nathan Wolf Contract Specialist Federal Emergency Management Agency 395 E Street SW, 5th FL- W9 Washington DC 20472-3205

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 voucher charges by showing current and cumulative costs in the following manner:

Element of cost (specify) 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 $__________ $____________

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 installments based on the percentage of completing of work, as determined by the Contracting Officer. Fixed and base fee invoices shall state the period for which fee is claimed and shall indicate the percentage of completion of work required by the contract which has been completed, together with the basis used for computing the fee installment claimed.

b. ELECTRONIC FUNDS TRANSFER (EFT) INFORMATION

1. 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.

HSFEHQ-10-R-0054 Section G

G-3

SECTION H - SPECIAL CONTRACT REQUIREMENTS

H.1 KEY PERSONNEL

a. The contractor shall notify the Contracting Officer prior to making any change in key personnel.

b. Prior to directing any of the specified key personnel to other programs, the contractor shall submit justification to substitute key personnel at least 30 calendar days prior to the substitution. Justification shall be in sufficient detail, to include the replacement’s resume, to permit evaluation of the impact of the proposed change on the program and its schedule. No substitution shall be made by the contractor without the written consent of the Contracting Officer in advance, of any anticipated change. The contractor shall demonstrate, to the satisfaction of the Contracting Officer that the qualifications of the prospective personnel are equal to or better than the qualifications of the personnel being replaced.

c. In the event the contractor's personnel performance is unsatisfactory to the Government, the Contracting Officer reserves the right to request and receive satisfactory replacement.

H.2 DISSEMINATION OF INFORMATION

There shall be no dissemination or publication, except within and between the contractor and any subcontractors, of information developed under this contract or contained in the reports to be furnished pursuant to this contract without prior written approval of the COTR or the Contracting Officer.

H.3 TRAVEL

The Contracting Officer or his/her alternate shall approve all travel requests, in writing, in advance of all travel. The Government will not reimburse travel expense or travel time to and from the contractor’s assigned locations. All travel costs will be reimbursed in accordance with FAR 31.205-46 entitled, “Travel Cost.”

H.4 ORGANIZATIONAL CONFLICT OF INTEREST

a. Performance under this contract may require the contractor to access data and information proprietary to a Government agency, another Government contractor or of such nature that its dissemination or use other than as specified in the work statement would be adverse to the interests of the Government or others. Neither the contractor, nor contractor personnel, shall divulge nor release data or information developed or obtained under performance of this contract, except to authorized Government personnel or upon written approval of the Contracting Officer. The contractor shall not use, disclose, or reproduce proprietary data that bears a restrictive legend, other than as specified in this contract or any information at all regarding this agency.

b. Disclosure of information regarding operations and services of the activity to persons not entitled to receive it and failure to safeguard any classified information that may come to the contractor (or any persons under the contractor’s control) in connection with work under this contract, may subject the contractor, contractor’s agent, or employees to criminal liability under Title 18, sections 793 and 798 of the United States Code. Neither the contractor nor the contractor’s employees shall disclose or cause to be disseminated, any information concerning the operations of the activity, which could result in, or increase the likelihood of, the possibility of a breach of the activity’s security or interrupt the continuity of its operations.

c. The contractor shall direct to the Contracting Officer all inquiries, comments, or complaints arising from matters observed, experienced, or learned as a result of, or in connection with the performance of this contract, the resolution of which may require the dissemination of official information.

H.5 NON-PERSONAL SERVICES

A non-personal services contract is defined as “a contract under which the personnel rendering the services are not subject to, either by the contractor’s terms or by the manner of its administration, to the supervision and control usually prevailing in relationships between the Government and its employees”.

H.6 DHS LOGO/SEAL

The contractor is not an Agent of the government and shall not make any representations, direct or indirect, written or verbal, or act in any manner to imply such action, including but not limited to, wearing of DHS/FEMA clothing, displaying DHS/FEMA signs (in, on, or around vehicles or other contractor property), or using the DHS logo or seal in any manner whatsoever. Use of the DHS logo and seal is strictly prohibited unless, on a case-by-case basis, prior written approval is provided by the Contracting Officer. The Contractor may use the FEMA name to identify its company as a FEMA contractor, provided the Contractor’s name is also present and considerably more prominent than the FEMA name.

H.7 CONTRACTOR PERFORMANCE EVALUATION - CPARS

manage a library of automated contractor performance evaluations. The COTR will be responsible for the automated contractor performance evaluations to be completed in accordance with FAR Part 42. FAR Part 42 identifies requirements for documenting contractor performance for systems and non-systems acquisitions. The CPARS applications are designed for UNCLASSIFIED use only. Classified information is not to be entered into these systems. In general, contractor performance assessments or evaluations provide a record, both positive and negative, for a given contract during a specified period of time. When evaluating contractor performance each assessment or evaluation is based on objective facts and is supported by program and contract management data, such as cost performance reports, customer comments, quality reviews, technical interchange meetings, financial solvency assessments, production management reviews, contractor operations reviews, functional performance evaluations, and earned contract incentives.

b. In accordance with FAR 42.15, and as otherwise provided by this contract, the contractor’s performance under this contract shall be subject to evaluation as follows:

(1) Final evaluation shall be conducted for all Task Orders after completion of contract performance; and

(2) Interim evaluations may be conducted at the Government’s discretion.

c. Past performance evaluation reports shall be retained by the Government to provide source selection information for a period not to exceed three years after contract completion. In accordance with FAR 9.105, the Contracting Officer shall also consider relevant past performance information when making responsibility determinations.

d. The Contracting Officer shall provide appropriate extracted information from the completed interim (if applicable) and final reports to the contractor as soon as practicable after completion of the report. The contractor shall have a maximum of 30 calendar days after the date of the letter forwarding the information to submit written comments, rebutting statements, or additional information. The Government will consider rebuttals and other information provided by the contractor and will render a final determination regarding the contractor’s performance during that period of the evaluation.

HSFEHQ-10-R-0054 Section H

H-2

PART II - CONTRACT CLAUSES

SECTION I - CONTRACT CLAUSES

I.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

I.2 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 task orders by the individuals or activities designated in the Schedule. Such orders may be issued from TBD through TBD.

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

(c) If mailed, a delivery order or task order 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.3 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 [amount TBD at award], 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 [amount TBD at award] ;

(2) Any order for a combination of items in excess of [amount TBD at award]; or

(3) A series of orders from the same ordering office within [amount TBD at award] 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 days after issuance, with written notice stating the Contractor's intent not to ship the item (or items) called for and the reasons. Upon receiving this notice, the Government may acquire the supplies or services from another source.

I.4 52.216-22 INDEFINITE QUANTITY (OCT 1995)

(a) This is an indefinite-quantity contract for the supplies or services specified, and effective for the period stated, in the Schedule. The quantities of supplies and services specified in the Schedule are estimates only and are not purchased by this contract.

(b) Delivery or performance shall be made only as authorized by orders issued in accordance with the Ordering clause. The Contractor shall furnish to the Government, when and if ordered, the supplies or services specified in the Schedule up to and including the quantity designated in the Schedule as the "maximum." The Government shall order at least the quantity of supplies or services designated in the Schedule as the "minimum."

(c) Except for any limitations on quantities in the Order Limitations clause or in the Schedule, there is no limit on the number of orders that may be issued. The Government may issue orders requiring delivery to multiple destinations or performance at multiple locations.

(d) Any order issued during the effective period of this contract and not completed within that period shall be completed by the Contractor within the time specified in the order. The contract shall govern the Contractor's and Government's rights and obligations with respect to that order to the same extent as if the order were completed during the contract's effective period; provided, that the Contractor shall not be required to make any deliveries under this contract after .

I.5 52.217-8 OPTION TO EXTEND SERVICES (NOV 1999)

The Government may require continued performance of any services within the limits and at the rates specified in the contract. These rates may be adjusted only as a result of revisions to prevailing labor rates provided by the Secretary of Labor. The option provision may be exercised more than once, but the total extension of performance hereunder shall not exceed 6 months. The Contracting Officer may exercise the option by written notice to the Contractor within 60 days.

I.6 52.217-9 OPTION TO EXTEND THE TERM OF THE CONTRACT (MAR 2000)

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

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

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

I.7 52.219-18 NOTIFICATION OF COMPETITION LIMITED TO ELIGIBLE 8(a) CONCERNS (JUNE 2003)

(a) Offers are solicited only from small business concerns expressly certified by the Small Business Administration (SBA) for participation in the SBA's 8(a) Program and which meet the following criteria at the time of submission of offer -

(1) The Offeror is in conformance with the 8(a) support limitation set forth in its approved business plan; and

(2) The Offeror is in conformance with the Business Activity Targets set forth in its approved business plan or any remedial action directed by the SBA.

(b) By submission of its offer, the Offeror represents that it meets all of the criteria set forth in paragraph (a) of this clause.

(c) Any award resulting from this solicitation will be made to the Small Business Administration, which will subcontract performance to the successful 8(a) offeror selected through the evaluation criteria set forth in this solicitation.

(d)(1) Agreement. A small business concern submitting an offer in its own name shall furnish, in performing the contract, only end items manufactured or produced by small business concerns in the United States or its outlying areas. If this procurement is processed under simplified acquisition procedures and the total amount of this contract does not exceed $25,000, a small business concern may furnish the product of any domestic firm. This paragraph does not apply to construction or service contracts.

(2) The will notify the Federal Emergency Management Agency Contracting Officer in writing immediately upon entering an agreement (either oral or written) to transfer all or part of its stock or other ownership interest to any other party.

I.8 52.219-28 POST-AWARD SMALL BUSINESS PROGRAM REREPRESENTATION (APR 2009)

(a) Definitions. As used in this clause-

Long-term contract means a contract of more than five years in duration, including options. However, the term does not include contracts that exceed five years in duration because the period of performance has been extended for a cumulative period not to exceed six months under the clause at 52.217-8, Option to Extend Services, or other appropriate authority.

Small business concern means a concern, including its affiliates, that is independently owned and operated, not dominant in the field of operation in which it is bidding on Government contracts, and qualified as a small business under the criteria in 13 CFR part 121 and the size standard in paragraph (c) of this clause. Such a concern is "not dominant in its field of operation" when it does not exercise a controlling or major influence on a national basis in a kind of business activity in which a number of business concerns are primarily engaged. In determining whether dominance exists, consideration shall be given to all appropriate factors, including volume of business, number of employees, financial resources, competitive status or position, ownership or control of materials, processes, patents, license agreements, facilities, sales territory, and nature of business activity.

(b) If the Contractor represented that it was a small business concern prior to award of this contract, the Contractor shall rerepresent its size status according to paragraph (e) of this clause or, if applicable, paragraph (g) of this clause, upon the occurrence of any of the following:

(1) Within 30 days after execution of a novation agreement or within 30 days after modification of the contract to include this clause, if the novation agreement was executed prior to inclusion of this clause in the contract.

(2) Within 30 days after a merger or acquisition that does not require a novation or within 30 days after modification of the contract to include this clause, if the merger or acquisition occurred prior to inclusion of this clause in the contract.

(3) For long-term contracts-

(i) Within 60 to 120 days prior to the end of the fifth year of the contract; and

(ii) Within 60 to 120 days prior to the date specified in the contract for exercising any option thereafter.

(c) The Contractor shall rerepresent its size status in accordance with the size standard in effect at the time of this rerepresentation that corresponds to the North American Industry Classification System (NAICS) code assigned to this contract. The small business size standard corresponding to this NAICS code can be found at http://www.sba.gov/services/contractingopportunities/sizestandardstopics/.

(d) The small business size standard for a Contractor providing a product which it does not manufacture itself, for a contract other than a construction or service contract, is 500 employees.

(e) Except as provided in paragraph (g) of this clause, the Contractor shall make the rerepresentation required by paragraph (b) of this clause by validating or updating all its representations in the Online Representations and Certifications Application and its data in the Central Contractor Registration, as necessary, to ensure that they reflect the Contractor's current status.