Attachment E.pdf

Attachment E

OTHER CONTRACT REQUIREMENTS

1. Accounting and Appropriation Data

Accounting and appropriation data for obligations will be set forth on Task Orders. No funding actions, and therefore no invoicing, shall take place under the contract.

2. Government Points of Contact

The following describes the roles and responsibilities of the individuals who will be the primary points of contact for the Government on matters regarding contract administration.

(a) Government Points of Contact. The Contracting Officer (CO) within the DHS Office of

Procurement Operations has the overall responsibility for the administration of this Contract and Task Orders. The CO, without right of delegation, is the only authorized individual to take actions on behalf of the Government to modify the contract or Task Order. The CO may delegate certain specific technical and administrative responsibilities to the COTR.

(b) Contracting Officer’s Authority. A warranted CO is the only person authorized to issue modifications to the contract, approve changes in any of the requirement, and/or obligate funds. Notwithstanding any clause/provision contained elsewhere in this contact, the authority to modify the contract remains solely with the CO. If the Contractor makes any contract changes at the direction of any person other than the CO, the change will be considered to have been made without authority and no adjustment will be made in the contract to cover any increases in charges that may result. The CO has the authority to perform any and all post-award functions in administering and enforcing the proposed contract in accordance with its terms and conditions.

(c) Task Order Contracting Officer’s Technical Representative (TO COTR) The CO may designate COTRs for individual Task Orders, responsible for the day-to-day administration and oversight of a Task Order. The TO COTR will represent the CO in the administration of technical details within the scope of the Task Order. THE TO COTR is also responsible for the final inspection and acceptance of all Task Order deliverables and reports, and such other responsibilities as may be specified in the Task Order. The TO COTR is not otherwise authorized to make any representations or commitments of any kind on behalf of the CO or the Government. The TO COTR does not have authority to alter the Contractor’s obligations or to change the Task Order specifications, price, terms, or conditions. If, as a result of technical discussions, it is desirable to modify Task Order obligations or specification, changes will be issued in writing and signed by the CO.

3. Unauthorized Work

The Contractor is not authorized at any time to commence Task Order performance prior to the issuance of a signed Task Order, or other written approval provided by the Contracting Officer to begin work.

4. Term(s) of Task Order(s)

Task Order may be issued at any time during the ordering period(s). Task order periods of performance will vary in duration.

5. Minimum and Maximum Quantity

The Government guarantees a minimum of $25,000. However, the Government does not guarantee the total estimated value of Task Order 01 as the minimum guarantee. In addition, the

Government is not obligated to issue any future Task Orders over the minimum guarantee.

The maximum value of the IDIQ contract shall be $9,850,000.00

6. Place of Performance

The place(s) of performance shall be set forth in the individual Task Orders. The Government anticipates that the majority of the work will be completed in the Washington D.C. metropolitan area.

7. Deliverables

All schedules, deliverables, required delivery dates, and destination(s) for delivery will be specified in each Task Order issued under this contract.

8. Ordering Procedures

DHS will issue a Task Order Proposal Request for each proposed Task Order.

(a) Each TOPR will include the following information:

(1) Request for Proposal number, title, and suggested type of Task Order (Labor Hour or Firm Fixed Price).

(2) Details of the task(s), descriptions of the task(s) required to be performed/items to be delivered, delivery schedule(s), performance period, pricing arrangements, and other pertinent information deemed necessary.

(3) A listing of Government Furnished Information/Equipment/Materials/Property to be provided to the Contractor, if applicable.

(4) Security classification designated for the task(s) to be performed.

(5) Type of proposal, date when the proposals are due, identification of key positions, option exercise period, option period of performance (if applicable), and procedures and criteria for evaluation.

(6) Other pertinent information.

(b)

(1) The Contractor shall provide the Contracting Officer with an electronic copy of the requested proposal, which shall be submitted by the date specified. The proposal shall include information requested by the TOPR, which may include:

(A) Technical and managerial approaches to accomplishing the task(s), to include proposed schedule(s) of performance/completion, and/or delivery date(s). This information should support the Contractor’s proposed use of labor categories and delivery date.

(B) Total estimated price, proposed type of Order, with applicable supporting documentation.

(c) DHS will negotiate and issue Task Orders up to the maximum amounts specified in FAR 52.216-19, Ordering Limitations.

(d) All Task Orders are subject to the terms and conditions of this contract. In the event of conflict between a Task Order and the contract, the contract will take precedence.

(e) The amount and detail of information required in each proposal may vary depending upon the estimated dollar value, complexity and scope of work.

9. Task Order Format

Each Task Order shall be issued by a DHS Contracting Officer and shall contain at least the following information:

(a) Contract Number/Task Order Number;

(b) Task/Statement of Work;

(c) Total Task Order pricing (Firm Fixed-Price, Labor Hour or a combination)

(d) List of Government Furnished Property;

(e) Place and Period of Performance

(f) Deliverable(s)

(g) Invoice and Payment Provisions;

(h) Effective date;

(i) Organizational Conflicts of Interest

(j) Contract Security Classification (DD254)

(k) Signature of Contracting Officer.

10. Government-Furnished Property and Information (GFP/GFI)

The Government will provide property or information as necessary for the Contractor to fulfill the tasks described in individual Task Orders.

(a) GFP. The Government may provide hardware and/or software requiring technical analysis, evaluation, verification or study in support of a specific task. Such GFP will be specified in individual Task Orders. GFP provided to the Contractor in support of individual Task Orders shall be tracked through applicable procedures provided by the CO in accordance with the FAR. Property shall be accounted for and marked accordingly for identification and tracking purposes with the contract number, Task Order number, serial number and other information as required by the CO. The Government does not intend to provide hardware/software equipment required to accomplish day-to-day work requirements in support of the overall contract-level effort at the Contractor site. All GFP shall be returned to the Government at the completion of each Task Order unless otherwise specified.

(b) GFI. The Government may provide information (e.g., technical data, applicable documents, plans, regulations, specifications, etc.) in support of a specific task. Such GFI will be specified in individual Task Orders.

11. Non-Personal Services

The Government and the Contractor understand and agree that the services delivered by the Contractor to the Government are non-personal services. The understanding is that personal services do not exist with this statement of work. The parties recognize and agree that no employer-employee exists or will exist between the Government and the Contractor. The Contractor and the Contractor’s employees are not employees of the Federal Government and are not eligible for entitlement and benefits given federal employees. The contractor may not represent the government as its agent in inherently governmental decisions.

Contractor personnel under this contract shall not (i) be placed in a position where there is an appearance that they are employed by a Federal Officer or are under the supervision, direction or evaluation of a Federal Officer or (ii) be placed in a position of command, supervision, administration or control over Government personnel.

12. Travel

(a) The contractor shall seek advance written approval from the Government prior to incurring any costs associated with travel. The request shall be forwarded to the COTR from the Project Manager.

(b) The Contractor will be reimbursed for actual travel-related costs in accordance with the Federal lodging and per diem allowances stated at FAR Subpart 31.205-46, Travel Costs, and the Federal Travel Regulation (FTR) governing the travel requirements conducted under this contract. The Government will not reimburse the transportation costs in excess of coach class commercially scheduled air or reasonable ground transportation by the most expeditious route. Special FAR requirements exist for overseas travel. The Contractor will not be reimbursed for local travel.

(c) Advance travel requests shall be submitted in sufficient time for the COTR to grant prior approval and must identify: the name of the traveler(s), inclusive dates and destination(s) (including itinerary), purpose(s) of the trip(s), and include a complete cost breakdown.

(d) When seeking reimbursement, long-distance travel expenditures must be:

(1) Other-than local travel expenses within the local Washington D.C. metropolitan commuting area, or the location of the Contractor’s personnel if their actual workplace is outside the Washington D.C. metropolitan area;

(2) Allowable under the FTR, FAR and the terms and conditions of this contract;

(3) Approved by the COTR prior to travel expenditure; and

(4) Allocable, allowable, reasonable, and necessary for performance under this contract.

(e) Invoices, including travel expenses, must provide a detailed cost breakdown of the actual expenditures incurred. The Contractor shall maintain the original or legible copy of receipts for all travel-related expenses, with copies provided along with the applicable invoice. The Government reserves the right to request additional evidence of any invoiced travel-related expenses. All approvals shall be provided with the invoice.

(f) The Government will not reimburse the contractor for parking not associated with long distance travel.

(g) Profit or fee shall not be allowed on travel costs. A maximum of 4% handling charge is allowable.

13. Post Award Evaluation of Contractor Performance

Contractor Performance Evaluations

In accordance with FAR Subpart 42.1502, Policy, agencies are required to prepare an evaluation of contractor performance for each (non-construction/A&E) contract in excess of $100,000. An assessment must be prepared at least annually and at the conclusion of the contract. In addition, contracts with a period of performance exceeding one year (including option periods) require interim evaluations so as to document contractor performance and provide current information for source selection purposes.

Contractor Performance Assessment Reporting System (CPARS)

The U.S. Department of Homeland Security utilizes the Department of Defense’s Contractor Performance Assessment Reporting System (CPARS), a web-enabled application that collects and manages the library of automated contractor performance assessments, to collect and maintain contractor performance assessments. An assessment evaluates a contractor’s performance, both positive and negative, and provides a record on a given contractor during a specific period of time, under a specific contract or task order. CPARS is for UNCLASSIFIED use only.

Contractor Performance Information

The DHS Office of Procurement Operations’ (OPO) assessments of contractor performance shall be accessed by the contractor electronically after completion of the assessment by logging onto CPARS at https://www.cpars.csd.disa.mil. Contractors shall be given a minimum of thirty (20) days to submit comments, rebut statements, and/or provide additional information to the Government.

The OPO Assessing Official shall review the Assessing Official Representative’s assessment and consider the potential for disagreements between the Government and the contractor. If the contractor’s response to the report is contentious, the Assessing Official will forward the evaluation to the Reviewing Official, who will serve as the mediator and shall resolve any dispute between the contractor and Government. If the Reviewing Official cannot resolve the dispute, the matter shall be referred to the Deputy Director, Office of Procurement Operations, for decision and resolution.

Copies of the evaluation, contractor response, and review comments, if any, shall be retained as part of the evaluation. The evaluation may be used to support future award decisions. The release of the completed contractor evaluation shall be restricted to Government personnel and the contractor whose performance is being evaluated. Once the evaluation is completed, it is copied into the Past Performance Information Retrieval System (PPIRS), a web-enabled, government-wide application that provides timely and pertinent contractor past performance information to the Federal acquisition community for use in making source selection decisions, where it can be viewed by authorized personnel at any agency for source selection purposes.

14. Identification of Contractor Personnel

The contractor shall ensure that its employees will identify themselves as employees of their respective company while working on DHS/OPO contracts. For example, contractor personnel shall introduce themselves in person and in voice-mail, and sign attendance logs as employees of their respective companies, and not as DHS employees. The contractor shall ensure that its personnel use the following format signature on all official e-mails generated by DHS computers:

Name Position or Professional Title Company Name Supporting the _____division/office of DHS Phone Fax Other contact information as desired

15. Contractor Pre-Screening

(a) Policy. Contractors requiring recurring access to Government facilities or access to sensitive but unclassified information and/or logical access to Information Technology (IT) resources shall verify minimal fitness requirements for all persons/candidates designated for employment under any Department of Homeland Security (DHS) contract by pre-screening the person/candidate prior to submitting their name for consideration to work on the contract.

Pre-screening the candidate ensures the minimum fitness requirements are considered and mitigates the burden of DHS having to conduct background investigations on objectionable candidates. The Contractor shall submit only those candidates that have not had a felony conviction within the past 36 months, illegal drug use within the past 12 months, or misconduct such as criminal activity on the job relating to fraud or theft within the past 12 months from the date of submission of their name as a candidate to perform work under this contract. Pre-screening shall be conducted within 15 days after contract award. The fitness determination does not impact the candidate’s fitness for employment with your firm on other assignments unrelated to this contract. This requirement shall be placed in all subcontracts if the subcontractor requires routine physical access, access to sensitive but unclassified information, and/or logical access to IT resources. Failure to comply with the pre-screening requirement will result in the Contracting Officer taking the appropriate remedy (i.e., recording non-compliance into the Past Performance Database, contract termination).

(b) Definitions. Logical access means providing an authorized user the ability to access one or more computer resources such as a workstation, network, application, or database through automated tools. A logical access control system (LACS) requires validation of an individual’s identity through some mechanism such as a personal identification number (PIN), card, username and password, biometric, or other token. The system has the capability to assign different access privileges to different persons depending on their roles and responsibilities in an organization.

16. Disclosure of Ownership or Control by the Government of a Terrorist

(a) Definitions. As used in this provision—

(1) “Government of a terrorist country” includes the state and the government of a terrorist country, as well as any political subdivision, agency, or instrumentality thereof.

(2) “Terrorist country” means a country determined by the Secretary of State, under section 6(j)(1)(A) of the Export Administration Act of 1979 (50 U.S.C. App. 2405(j)(i)(A)), to be a country the government of which has repeatedly provided support for acts of international terrorism. As of the date of this provision, terrorist countries subject to this provision include: Cuba, Iran, Sudan, and Syria.

(3) “Significant interest” means—

(i) Ownership of or beneficial interest in 5 percent or more of the firm’s or subsidiary’s securities. Beneficial interest includes holding 5 percent or more of any class of the firm’s securities in “nominee shares,” “street names,” or some other method of holding securities that does not disclose the beneficial owner;

(ii) Holding a management position in the firm, such as a director or officer;

(iii) Ability to control or influence the election, appointment, or tenure of directors or officers in the firm;

(iv) Ownership of 10 percent or more of the assets of a firm such as equipment, buildings, real estate, or other tangible assets of the firm; or

(v) Holding 50 percent or more of the indebtedness of a firm.

(b) Prohibition on award. In accordance with 10 U.S.C. 2327, no contract may be awarded to a firm or a subsidiary of a firm if the government of a terrorist country has a significant interest in the firm or subsidiary or, in the case of a subsidiary, the firm that owns the subsidiary, unless a waiver is granted by the Secretary of Defense.

(c) Disclosure. If the government of a terrorist country has a significant interest in the Offeror or a subsidiary of the Offeror, the Offeror shall disclose such interest in an attachment to its offer. If the Offeror is a subsidiary, it shall also disclose any significant interest the government of a terrorist country has in any firm that owns or controls the subsidiary. The disclosure shall include—

(1) Identification of each government holding a significant interest; and

(2) A description of the significant interest held by each government.

17. Observance of Legal Holidays and Excused Absence

(a) The Government hereby provides notification that Government personnel observe the listed days as holidays:

(1) New Year's Day (6) Labor Day

(2) Martin Luther King's Birthday (7) Columbus Day

(3) President’s Day (8) Veterans' Day

(4) Memorial Day (9) Thanksgiving Day

(5) Independence Day (10) Christmas Day

(b) In addition to the days designated as holidays, the Government observes the following days:

(1) Any other day designated by Federal Statute

(2) Any other day designated by Executive Order

(3) Any other day designated by the President’s Proclamation

(c) It is understood and agreed between the Government and the Contractor that observance of such days by Government personnel shall not otherwise be a reason for an additional period of performance, or entitlement of compensation except as set forth within the contract. In the event the Contractor’s personnel work during the holiday, they may be reimbursed by the Contractor, however, no form of holiday or other premium compensation will be reimbursed either as a direct or indirect cost, other than their normal compensation for the time worked. This provision does not preclude reimbursement for authorized overtime work if applicable to this contract.

(d) When the Federal and governmental entities grants excused absence to its employees, assigned Contractor personnel may also be dismissed. The Contractor agrees to continue to provide sufficient personnel to perform critical tasks already in operation or scheduled, and shall be guided by the instructions issued by the TO CO or the TO COTR.

(e) If Government personnel are furloughed, the Contractor shall contact the TO CO or the TO COTR to receive direction. It is the Government’s decision as to whether the contract price/cost will be affected. Generally, the following situations apply:

(1) Contractor personnel that are able to continue contract performance (either on-site or at a site other than their normal work station) shall continue to work and the contract price shall not be reduced or increased.

(2) Contractor personnel that are not able to continue contract performance (e.g., support functions) may be asked to cease their work effort.

(f) In those situations that furloughed Government personnel are reimbursed, the Contractor may not invoice for their employees working during the Government furlough until such time as the special legislation affecting Government personnel is signed into law by the President of the United States.

(g) Nothing in this clause abrogates the rights and responsibilities of the parties relating to stop work provisions as cited in other sections of this contract.

18. Interrelationships of Contractors

(a) The Government has entered into other contractual relationships separate from the work to be performed under this contract, yet having links and interfaces to them. Further, the Government may extend these existing relationships or enter into new relationships. The Contractor may be required to coordinate with such other Contractor(s) through the Task Manager in providing suitable, non-conflicting technical interfaces and in avoidance of duplication of effort. By suitable tasking, such other Contractor(s) may be requested to assist the Government in the technical review of the Contractor’s technical efforts. Information on reports provided under this SOW may, at the discretion of the Government, be provided to such other Contractor(s) for the purpose of such review.

(b) A Non-Disclosure Agreement (NDA), DHS Form 11000-6, shall be signed by all Contractor employees assigned to perform services under a TO prior to any work commencing on the TO.