Amendment_0002_Terms_and_Conditions_Track_Changes.pdf

HSHQDC-13-R-00072

TABLE OF CONTENTS

PART I – THE SCHEDULE.

Section B Supplies or Services and Price/Cost.

B.1 General B.2 Minimum Dollar Guarantee and Maximum Contract Limitation B.3 Contract Term B.4 Indefinite-Delivery/Indefinite-Quantity (IDIQ) B.5 Contract Pricing

Section C Description/Specification/Work Statement.

C.1 Statement of Work

Section D Packaging and Marking.

D.1 Packing, Packaging, Marking and Storage of Equipment D.2 Markings D.3 Branding

Section E Inspection and Acceptance.

E.1 FAR 52.252-2, Clauses Incorporated by Reference (Feb 1998) E.2 Inspection and Acceptance E.3 Scope of Inspection E.4 Basis of Acceptance E.5 Written Acceptance/Rejection by the Government

Section F Deliveries or Performance.

F.1 FAR 52.252-2, Clauses Incorporated by Reference (Feb 1998) F.2 Term of the Contract F.3 Task Orders Performance Period and Pricing F.4 Delivery F.5 Place of Performance F.6 Notice to the Government of Delays F.7 Deliverables

Section G Contract Administration Data.

G.1 Accounting and Appropriation Data G.2 Points of Contact G.3 Task Order Placement Procedures G.4 Unauthorized Work G.5 Billing Instructions

Section H Special Contract Requirements.

H.1 Authorized Users H.2 Purchasing System H.3 Contractor Justification for Other Direct Costs H.4 Selected Items of Costs H.5 Government Property and Information H.6 Past Performance Evaluation H.7 Disclosure of “Official Use Only” Information Safeguards H.8 Disclosure of Information—Official Use only H.9 Standards of Conduct at Government Installations H.10 Contractor Employees’ Identification

H.11 Subcontracting H.12 Notification Requirements Under T&M Contracts H.13 Key Personnel H.14 Post Award Conference H.15 Prohibition on Contractor Support of Congressional Testimony, Responses, Reports; Also Agency Responses to the IG, GAO, or Other Federal Audit Entities H.16 Modifying Period of Claim

PART II – CONTRACT CLAUSES.

Section I Contract Clauses.

I.1 FAR 52.252-2, Clauses Incorporated by Reference (Feb 1998)

I.2 FAR Clauses Incorporated By Reference

I.3 FAR Full Text Clauses FAR 52.203-14, Display of Hotline Poster (Dec 2007) FAR 52.216-18, Ordering (Oct 1995) FAR 52.216-19, Order Limitations (Oct 1995) FAR 52.216-22, Indefinite Quantity (Oct 1995)

I.4 U. S. Department of Homeland Security Acquisition Regulation (HSAR) Full Text Clauses

HSAR 3052.203-70, Instructions for Contractor Disclosure of Violations (Sep 2012)

HSAR 3052.204-71, Contractor Employee Access (Sep 2012) Alt II (Jun 2006) HSAR 3052.205-70, Advertisements, Publicizing Awards, And Releases (Sep 2012) Alt I (Sep 2012) HSAR 3052.209-70, Prohibition on Contracts with Corporate Expatriates (Jun 2006) HSAR 3052.209-72, Organizational Conflict of Interest (Jun 2006) HSAR 3052.209-73, Limitation of Future Contracting (Jun 2006) HSAR 3052.215-70, Key Personnel or Facilities (Dec 2003) HSAR 3052.228-70, Insurance (Dec 2003)

HSAR 3052-242-72, Contracting Officer’s Technical Representative (Dec 2003)

PART III - LIST OF DOCUMENTS, EXHIBITS AND OTHER ATTACHMENTS

Section J List of Attachments J.1 IDIQ Statement of Work J.2 Past Performance Questionnaire J.3 IDIQ Pricing Schedule J.3.1 Labor Category Descriptions J.4 DHS Non-Disclosure Agreement Form

Section K Offeror Representations and Certifications K.1 Annual Representations and Certifications

Section L Instructions, Conditions, and Notices to Offerors L.1 Solicitation Provisions Incorporated by Reference (FAR 52.252-1) (Feb 1998)

L.2 Solicitation Provisions in Full Text L.3 Communications and Questions L.4 Proposal Preparation Costs L.5 Proposal Integrity L.6 General Instructions L.7 Content of Proposal Elements

Section M Evaluation Factors for Award M.1 Contract Award M.2 Method M.3 Relative Order of Importance M.4 Evaluation Factors – Technical Proposal Requirements

PART I - THE SCHEDULE

SECTION B - SUPPLIES OR SERVICES AND PRICE/COST

B.1 GENERAL

This Human Systems Integration (HSI) Indefinite-Delivery, Indefinite-Quantity (IDIQ) contract will provide the Science and Technology Directorate of the Department of Homeland Security with HSI services including the application of the HSI process to DHS technology and systems development efforts to meet customer requirements and core support for both policy and acquisition workforce development initiatives, as broadly described in Section C, Statement of Work. The Contractor shall provide, in accordance with issued Task Orders (TOs), all management, supervision, labor, and materials necessary to perform services on an IDIQ basis.

B.2 MINIMUM DOLLAR GUARANTEE AND MAXIMUM CONTRACT LIMITATION

Minimum. The minimum guaranteed award amount for this IDIQ contract is $2500.00 for the entire ordering period of performance of this contract (inclusive of fee). Orders beyond the minimum will be determined by user needs. The contract minimum is expected to be satisfied during the initial fiscal year of the contract award.

Maximum. The maximum cumulative dollar ceiling value of all task orders in this IDIQ is established at $9.5 Million.

The Government has no obligation to issue TOs to the Contractor beyond the amount specified in the minimum of this clause.

B.3 CONTRACT TERM

The ordering term of the contract is five (5) years. This is not a multi-year contract as defined in FAR Part 17.1, Multi-year Contracting. The performance periods will be specified in the TOs and can go no further in period of performance than the IDIQ expiration date.

B.4 INDEFINITE-DELIVERY/INDEFINITE-QUANTITY (IDIQ)

The contract is structured and managed in accordance with the rules for TO contracts. The types of TOs issued against this IDIQ may be Time-and-Materials (T&M), Labor-Hours (L-H), or Firm-Fixed-Price (FFP) in accordance with Federal Acquisition Regulation (FAR) Part 16.5, Indefinite-Delivery Contracts, and as set forth in Section G, Contract Administration Data, and Section I, Contract Clauses.

Task Orders may include options as defined in FAR Part 17, Special Contracting Methods.

B.5 CONTRACT PRICING

B.5.1 TIME-AND-MATERIALS, LABOR-HOUR/ FIRM-FIXED-PRICE PRICING

All TOs issued on a T&M, L-H, or FFP basis will be subject to the pricing set forth in the IDIQ contract. The labor rates in the contract will reflect fully-burdened hourly rates for each labor category and will apply to all direct labor hours. The fully-burdened labor rates include all direct labor and indirect costs applicable to that direct labor (such as fringe benefits, overhead, G&A), and profit. These fixed hourly rates are ceiling rates and will apply to the prime contractor. For task order awards in excess of $700,000, the Task Order Contracting Officer (TO CO) will require data other than certified cost or pricing data in accordance with FAR 52.215-20, Requirements for Certified Cost or Pricing Data and Data Other Than Certified Cost or Pricing Data. In any case, proposed rates for TOs shall not exceed the ceiling rates established in the contract. The TO CO may request data other than certified cost or pricing data on orders less than $700,000 on an as needed basis.

The indirect rates applicable to direct materials, subcontracts for supplies, and other direct costs established in Attachment J.3, IDIQ Pricing Schedule, are ceiling rates and shall apply to the prime contractor only. There are no indirect ceiling rates for subcontractors. However, the contractor may elect to propose lower indirect rates on a task-by-task basis.

In accordance with FAR 52.216-29, Time-and-Materials/Labor- Hour Proposal Requirements- Non-Commercial Item Acquisition with Adequate Price Competition, the prime contractor shall establish fixed hourly rates using blended rates for each category of labor to be performed by the offeror, including all subcontractors.

IDIQ Program Management Support Costs. IDIQ Contract-level program management support costs include contract-level management, reporting requirements (See Section F, Deliveries or Performance) and meeting attendance costs associated with the Contractor’s program management staff. These program management support costs shall be included within each fully burdened labor category rate, and shall not be proposed as separate labor categories.

The contract-level “program management” support costs are differentiated from individual task order “Task Order Manager” or “Project Manager” support costs, which are to specifically support project management for individual task orders. The “Task Order Manager” or “Project Manager” support labor hours are billed at hourly labor rates against individual task orders for direct support to the effort performed under those task orders. This will result in direct billings at the task order level.

B.5.2 FIRM- FIXED-PRICE (FFP) TASK ORDERS

For FFP type task orders, travel and materials, if applicable, may be estimated for each TO, including applicable indirect costs, subject to the indirect ceiling rates established in the contract. Partial payment of FFP type TOs may be negotiated based on the completion of milestones/deliverables.

B.5.3 TIME-AND-MATERIALS/LABOR-HOUR TASK ORDERS

For T&M or L-H type task orders, the quantity of hours ordered from each labor category will be specified as deliverable hours billable at the ceiling rates specified in the IDIQ contract.

Materials will be estimated for each TO and may include applicable indirect costs computed in accordance with the contractor’s established accounting practices, subject to the indirect ceiling rates established in the contract. For T&M type task orders, profit on materials is not allowable. The cumulative extended total of all labor categories ordered plus materials/ applicable indirect costs will define the TO ceiling price. TOs may authorize adjustments between labor category quantities of up to 10% within the established task labor ceiling price, without a formal modification. Reimbursement under the contract shall be governed by the clause FAR 52.232-7, Payments under Time-and-Materials and Labor-Hour Contracts.

In the performance of T&M and L-H task orders, the hours billed shall show the labor hours performed by the prime contractor and each subcontractor separately. If the established accounting practices described in the contract are to record and bill a standard number of hours per week (e.g., forty (40) hours), the labor hours will be billed only on the basis of a standard number of hours. If the established accounting practices described in the contract are to record and bill all hours worked by employees, the labor hours billed will be based on all hours worked. If the contractor provides that its established accounting practices are to record and bill all hours worked but it is found after award that the established accounting practices at the time of award were not based on recording all hours worked by employees, the Government shall be entitled to a price adjustment on all payments for labor hours under the T&M and L-H order. The amount of the price adjustment shall be the difference between the number of hours billed based on recording all hours worked and the hours that would have been recorded using a standard number of hours (e.g., forty (40) hours).

(a) Materials. Materials are defined in the clause at FAR 52.232-7, Payments under Time-and-Materials and Labor-Hour Contracts.

Materials means—

Direct materials, including supplies transferred between divisions, subsidiaries, or affiliates of the Contractor under a common control;

Subcontracts for supplies and incidental services for which there is no labor category specified in the contract;

Other direct costs (e.g., incidental services for which there is no labor category specified in the contract, travel, computer usage charges, etc.);and, Applicable indirect costs.

Indirect costs allocated to any direct materials and other direct costs shall be proposed consistent with the payment requirements of FAR Clause 52.232-7, Payments under Time-and-Materials and Labor–Hour Contracts, paragraph (b)(5), as follows:

“The Contractor may include allocable indirect costs and other direct costs to the extent they are—

(i) Comprised only of costs that are clearly excluded from the hourly rate;

(ii) Allocated in accordance with the Contractor's written or established accounting practices;

and

(iii) Indirect costs are not applied to subcontracts that are paid at the hourly rates.”

Indirect costs allocated to any direct materials and other direct costs shall be proposed consistent with FAR 52.216-7, Allowable Cost and Payment clause.

The cost of general purpose items required for the conduct of the Contractor’s normal business operations are not allowable materials in the performance of task orders under this contract. See also Section G and Section H for additional limitations on materials and mandatory support documentation.

Profit is not allowed on materials under a T&M type task order.

(b) Travel (all order types). If authorized in the task order, travel will be reimbursed at actual direct costs in accordance with the limitations set forth in FAR 31.205-46, Travel Costs.

No profit is allowed for travel. Subject to the ceiling rates in the table, indirect costs may be applied to travel in accordance with the Contractor’s established accounting practices consistent with FAR 31.2, Contracts with Commercial Organizations. Travel will be a separate Not-To- Exceed CLIN on orders.

At any time and throughout the life of the contract, at the request of either the Contractor or the Government, the Contractor may propose additional labor categories, rates and descriptions in addition to the Government labor categories. These additional Task Order Unique labor categories, rates, and descriptions will be negotiated on a case-by-case basis (See Section G.3.1 (D), Cost/Price Proposals, for process).

(END OF SECTION B)

SECTION C - DESCRIPTION/SPECIFICATION/WORK STATEMENT

C.1 STATEMENT OF WORK.

a) In accordance with the contract’s terms and conditions, the Contractor shall furnish all personnel, services, equipment, materials, and facilities (except as may be expressly stating in this contract as furnished by the Government) and do all other things necessary for, or incidental to, performance of the requirements set forth herein.

b) Work shall be accomplished in accordance with the Statement of Work, included in Section J.

(END OF SECTION C)

SECTION D - PACKAGING AND MARKING

D.1 PACKING, PACKAGING, MARKING AND STORAGE OF EQUIPMENT.

Unless otherwise specified, all items to be delivered under this contract shall be preserved, packaged, and packed in accordance with normal commercial practices to meet the packing requirements of the carrier and ensure safe delivery at destination.

All initial packing, marking and storage incidental to shipping of equipment to be provided under this contract shall be the responsibility of the Contractor. The Contractor shall supervise the packing of all acquired equipment furnished by the Contractor and shall supervise the unpacking of equipment to be installed. Failure to mark all packages, boxes, etc., as indicated above, may result in return of the shipment at the contractor’s expense.

D.2 MARKINGS.

All supplies or equipment, submitted to the Contracting Officer’s Representative (COR), shall be accompanied by a packing list or other suitable shipping document that shall clearly indicate the following:

a) Contract number;

b) Name and address of the consignor;

c) Name and address of the consignee;

d) Government bill of lading number covering the shipment (if any); and

e) Description of the item/material shipped, including item number, quantity, number of containers, and package number (if any).

D.3 BRANDING.

The Contractor shall comply with the requirements of any DHS Branding and Marking policies.

As a matter of law, Federal criminal statutes prohibit unauthorized uses of the DHS Seal. In addition, DHS policy prohibits granting authorization for certain commercial uses of the Seal. It is permissible to reference DHS in materials if the reference is limited to true, factual statements. The words DHS and/or Homeland Security should appear in the same color, font, and size as the rest of the text in the document. Moreover, such references shall not imply in any way an endorsement of a product, company, or technology.

Requests to use the DHS seal shall be submitted using DHS Official Seal Usage Approval, available from the COR. The Comments section should be used to describe why use of the seal is being requested, and how it will be used. The request shall be reviewed and approved by the COR prior to submitting the completed forms via e-mail to branding@dhs.gov and to the Contracting Officer.

(END OF SECTION D)

SECTION E - INSPECTION AND ACCEPTANCE

E.1 (FAR 52.252-2) CLAUSES INCORPORATED BY REFERENCE (FEB 1998)

This contract incorporates the following clauses by reference with the same force and effect as if they were given in full text. Upon request, the CO will make their full text available. Also, the full text can be accessed electronically at the following internet address:

http://www.acquisition.gov/far.

FAR Clause No. Title and Date

52.246-4 Inspection of Services- Fixed-Price (Aug 1996)

52.246-6 Inspection– Time-and-Material and Labor-Hour (May 2001)

E.2 INSPECTION AND ACCEPTANCE

(a) Inspection and acceptance of all work and services performed under each TO will be in accordance with the FAR clauses incorporated at Section E, Clauses Incorporated by Reference, as applicable.

(b) Final acceptance of all deliverables and or services performed as specified under each task order will be made in writing, at destination by the TO COR, or as detailed in individual TOs.

E.3 SCOPE OF INSPECTION

(a) All deliverables will be inspected for content, completeness, accuracy, and conformance to task order requirements by the TO COR, or as detailed in individual task orders.

Inspection may include validation of information or software through the use of automated tools and/or testing of the deliverables, as specified in the task order. The scope and nature of this testing must be negotiated prior to TO award and will be sufficiently comprehensive to ensure the completeness, quality and adequacy of all deliverables.

(b) The Government requires a period not to exceed sixty (60) calendar days after receipt of final deliverable items for inspection and acceptance or rejection unless otherwise specified in the TO. For periods exceeding sixty (60) days, it is the responsibility of the contractor to confirm receipt and acceptance of the deliverable(s).

E.4 BASIS OF ACCEPTANCE

(a) The basis for acceptance shall be compliance with the requirements set forth in the statement of work of the individual task orders. Deliverable items rejected under any resulting task order shall be corrected in accordance with the applicable clauses.

(b) Commercial and non-developmental hardware items, software items, pre-packaged solutions, and maintenance and support solutions will be accepted within sixty (60) calendar days of delivery when performance is in accordance with delivery requirements. For periods exceeding sixty (60) days, it is the responsibility of the contractor to confirm receipt and acceptance of the deliverable(s).

(c) Services and cost reimbursable items such as travel will be accepted upon receipt of proper documentation as specified in the order.

(d) Reports, documents and narrative type deliverables will be accepted when all discrepancies, errors or other deficiencies identified in writing by the Government have been corrected.

(e) Non-conforming products or services will be rejected. Unless otherwise agreed by the parties, deficiencies will be corrected within sixty (60) calendar days of the rejection notice. If the deficiencies cannot be corrected within sixty (60) days, the Contractor will immediately notify the TO CO of the reason for the delay and provide a proposed corrective action plan within ten (10) working days.

E.5 WRITTEN ACCEPTANCE/REJECTION BY THE GOVERNMENT

The Government shall provide written notification of acceptance or rejection of all final deliverables within sixty (60) calendar days, or as specified in the individual TO. Absent written notification, for periods exceeding sixty (60) days, it is the responsibility of the contractor to confirm receipt and acceptance of the deliverable(s). All notifications of rejection will be accompanied with an explanation of the specific deficiencies causing the rejection.

(END OF SECTION E)

SECTION F - DELIVERIES OR PERFORMANCE.

F.1 FAR 52.252-2 CLAUSES INCORPORATED BY REFERENCE (FEB 1998).

This contract incorporates the following clauses by reference with the same force and effect as if they were given in full text. Upon request, the CO will make their full text available. Also, the full text can be accessed electronically at the following internet address:

http://www.acquisition.gov/far/ and http://farsite.hill.af.mil/VFHSARA.HTM

FAR Clause No. Title and Date

52.242-15 Stop-Work Order (AUG 1989)

52.242.17 Government Delay of Work (APR 1984)

F.2 TERM OF THE CONTRACT

The term of this IDIQ contract is five (5) years. This is not a multi-year contract as defined in FAR Part 17.1, Multi-year Contracting.

F.3 TASK ORDERS PERFORMANCE PERIOD AND PRICING

TOs may be issued at any time during the five year period. The performance period will be specified in the TO. All TOs Period of Performance must end by the IDIQ end date and can go no further in period of performance than the IDIQ expiration date. L-H and T&M TOs shall be priced using the rates provided in the IDIQ that will be applicable to the TO’s anticipated period of performance.

F.4 DELIVERY

The services required under each individual TO shall be delivered and received at destination within the time frame specified in each order.

F.5 PLACE OF PERFORMANCE

Place of performance shall be set forth in individual TOs. The work may be performed at a Government site or at a Contractor site, as specified in the individual TO.

F.6 NOTICE TO THE GOVERNMENT OF DELAYS

In the event the Contractor encounters difficulty in meeting performance requirements, or when it anticipates difficulty in complying with the contract delivery schedule or completion date, or as soon as the Contractor has knowledge that any actual or potential situation is delaying or threatens to delay the timely performance of this contract, the Contractor shall immediately notify the TO CO and the TO COR, in writing. This notification shall give pertinent details and this data shall be informational only in character; this provision shall not be construed as a waiver by the Government of any delivery schedule or date, or any rights or remedies provided by law or under this contract.

F.7 DELIVERABLES

All applicable TO deliverables, their required delivery dates, destination of delivery, and schedule for completion of work to be performed will be specified in TOs issued under this contract, as applicable.

For purposes of delivery, all deliverables shall be made by close of business (COB) 4:30 P.M. local time (Washington, DC) at destination, Monday through Friday, unless stated otherwise in the TO.

The Contractor shall provide all deliverables (including project deliverables, point papers, white papers, briefings, background studies, status and interim reports, and invoices) directly to the DHS S&T TO COR. The DHS S&T IDIQ contract COR should be copied on all correspondence.

All deliverables submitted in electronic format shall be free of any known computer virus or defects. If a virus or defect is found, the initial deliverable will not be accepted. The replacement file shall be provided within two (2) business days after notification of the presence of a virus.

Each contract-level and TO-level deliverable shall be accompanied by a cover letter from the Contractor on Company letterhead. Multiple deliverables may be delivered with a single cover letter describing the contents of the complete package.

In the event the Contractor anticipates difficulty in complying with any contract-level delivery schedule, the Contractor shall immediately provide written notice to the CO and IDIQ contract COR. For any TO level deliverable, the Contractor shall provide written notification immediately to the TO CO and TO COR. Each notification shall give pertinent details, including the date by which the Contractor expects to make delivery, provided that this data shall be informational only in character and that receipt thereof shall not be construed as a waiver by the Government of any contract delivery schedule, or any rights or remedies provided by law or under this contract.

In the event that a Contractor is non-compliant in s ubmission of deliverables, the Government will reflect the non-compliance in the Contractor’s past performance report.

(END OF SECTION F)

SECTION G - CONTRACT ADMINISTRATION DATA

G.1 ACCOUNTING AND APPROPRIATION DATA

Accounting and appropriation data for obligations under the contract will be set forth on individual TOs.

G. 2 POINTS OF CONTACT

The following subsections describe the roles and responsibility of individuals who will be the primary points of contact for the Government on matters regarding contract administration as well as other administrative information. The Government reserves the right to unilaterally change any of these individual assignments.

Contracting Officer:

Name: Mr. Duane Schatz Address: U.S. Department of Homeland Security

Office of Procurement Operations 245 Murray Lane

Washington, DC 20528-0210 Email: Duane.Schatz@hq.dhs.gov

Contract Specialist:

Name: Mrs. Amalia Rodezno Address: U.S. Department of Homeland Security

Office of Procurement Operations 245 Murray Lane

Washington, DC 20528-0210 Email: amalia.rodezno@hq.dhs.gov

Contracting Officer Representative (COR):

Name: TBD Address: U.S. Department of Homeland Security

DHS S&T RSD

245 Murray Lane Washington, DC 20528

Email: TBD

Written communications pertinent to any resulting contract shall make reference to the contract number and shall be e-mailed to the attention of the COR and Contracting Officer at the above addresses.

G.3 TASK ORDER (TO) PLACEMENT PROCEDURES

The Contractor’s services shall be obtained on an as-needed basis (i.e., through the issuance of TOs). The Contractor shall perform the required effort for these services throughout the term of this contract. Issued TOs will identify the services required, provide specific technical details (including the schedule for all deliverables and the identification of any applicable Government-Furnished Property (GFP), Government-Furnished Information (GFI) and/or Government furnished workspace) and activate performance.

The following defines how a TO will be processed, priced, and awarded. It also defines specific, local provisions to be used for issues concerning task order consideration and payment.

G.3.1 TASK ORDER SOLICITATION PROCESS

Each solicitation will include, at a minimum, the following information:

(a) Task Order Solicitation number;

(b) Date of Task Order Request Package (TORP);

(c) Statement of Objectives (SOO) or Statement of Work (SOW) with applicable Section I clauses requiring fill in by TO CO.;

(d) Instructions for submission of technical and cost/price proposals;

(e) Evaluation criteria and relative order of importance (if applicable);

(f) Anticipated Contract Type;

(g) Contracting organization POC: name, phone number, and e-mail address (TO CO and Contract Specialist);

(h) Proposal Due Date.

(A) The TO CO will issue a proposal request to the Contractor. The proposal request will include a due date for proposal submission and requirements documentation (SOO or SOW) that will include either the Government’s objectives or a detailed description of work to be accomplished, the applicable task areas, a listing of the deliverables required and any additional data, as appropriate. The proposal request will also include specific instructions for the submission of proposals, evaluation criteria factors, the factors’ order of importance and other information deemed appropriate.

(B) The Contractor will be provided an adequate time to prepare and submit responses based on the estimated dollar value and complexity of the proposed TO. The due date will be set forth in each proposal request.

(C) Technical Proposals: Responses will be streamlined and succinct, to the extent practical based on the estimated dollar value and complexity of the work, stating compliance or exception to requirements, risks, assumptions and conflict of interest issues. Responses will not be a proposal as discussed in FAR Part 15, Contracting by Negotiation, but only sufficient information to be considered in accordance with FAR Part 16, Types of Contracts.

(D) Cost/Price Proposals: A written cost/price proposal shall always be required. This part of the proposal shall include detailed cost/price amounts of all resources required to accomplish the task, (i.e., labor mix, labor hours, rates, travel, incidental equipment, etc.). The proposal must identify and justify use of all non-labor cost elements. It must also identify any Government Furnished Equipment (GFE) and/or Government Furnished Information (GFI) required for TO performance. If travel is specified in the TO statement of work, airfare and/or local mileage, per diem rates by total days, number of trips and number of Contractor employees traveling shall be included in the cost proposal.

Time-and-Materials, Labor-Hour, and Firm-Fixed-Price Task Orders: The proposed labor rates will not be subject to audit; however, a price analysis will be conducted to ensure the Government will not be placed at risk of nonperformance.

For task order awards in excess of $700,000, the TO CO will require cost or pricing data in accordance with the FAR 52.215-20, Requirements for Certified Cost or Pricing Data and Data Other Than Certified Cost or Pricing Data. In any case, proposed rates for TOs shall not exceed the ceiling rate established in the contract.

The TO CO may request data other than certified cost or pricing data on orders less than $700,000 on an as needed basis.

(a) Firm- Fixed- Price Task Orders: For FFP type task orders, travel and materials, if applicable, may be estimated for each TO, including applicable indirect costs, subject to the indirect ceiling rates established in the contract. Partial payment of FFP type TOs may be negotiated based on the completion of milestones.

(b) Time-and-Materials and Labor-hour Task orders: The quantity of hours ordered from each labor category will be specified as deliverable hours billable at the ceiling rates specified in J.3 IDIQ Pricing Schedule. Materials will be estimated for each TO and may include applicable indirect costs computed in accordance with the contractor’s established accounting practices, subject to the indirect ceiling rates established in the contract. For T&M type task orders, profit on materials is not allowable. The cumulative extended total of all labor categories ordered plus materials/applicable indirect costs will define the TO ceiling price. TOs may authorize adjustments between labor category quantities of up to 10% within the established task labor ceiling price, without a formal modification. Reimbursement under the contract shall be governed by the clause at FAR 52.232-7, Payments under Time-and-Materials and Labor-Hour Contracts.

If the proposed rates were computed based on recording a standard number of hours per week (e.g., 40 hours), the labor hours will be billed only on the basis of a standard number of hours. If the proposed labor rates were computed based on recording of all hours worked by employees, including uncompensated overtime, the labor hours billed will be based on all hours worked. If it is found after award that the established accounting practices at the time of award were not based on recording all hours worked by employees, the Government shall be entitled to a price adjustment on all payments for labor hours under the T&M and labor hour order. The amount of the price adjustment shall be the difference between the number of hours billed based on recording all hours worked and the hours that would have been recorded using a standard number of hours (e.g., 40 hours).

The Contractor shall maintain an adequate accounting system to substantiate vouchers (including any subcontractor hours reimbursed at the hourly rate in the schedule) by evidence of actual payment and by:

(i) Individual daily job timekeeping records;

(ii) Records that verify the employees meet the qualifications for the labor categories specified in the contract; or

(iii) Other substantiation approved by the Contracting Officer. (FAR 52.232-

7(a)(5)).

(2) Other Relevant Information: This information shall always be in writing and shall address other relevant information as required by the contract or requested by the

TORP.

(E) Evaluation of TO Proposals: Proposals will be evaluated in accordance with the evaluation criteria set forth in the TORP. The Government’s award decision may include evaluation criteria which address past performance, technical/ management approach and cost. Among other sources, evaluation of past performance will be based on a database built from past performance assessments provided by TO CORs on individual TOs performed throughout the life of the contract (See Section H.6, Past Performance Evaluation). In addition to past performance, technical/management approach and cost/price, individual TO evaluation criteria may include other factor(s) relevant to the particular requirement. The order of importance for the factors will be identified in each individual TORP. If necessary, during the evaluation of proposals, the Government may contact a Contractor with questions concerning its proposal.

(F) Resolution of Issues: In the event issues pertaining to a proposed task cannot be resolved to the satisfaction of the TO CO, the TO CO reserves the right to withdraw and cancel the proposed task. In such event, the Contractor shall be notified in writing of the TO CO’s decision. This decision is final and conclusive and shall not be subject to the “Disputes” clause or the “Contract Disputes Act.”

(1) Task Order Issuance: TOs may be issued by e-mail using an Optional Form 347, or an agency prescribed form. TOs issued shall include, but not be limited to the following information (when applicable):

(1) Date of order;

(2) Contract and order number;

(3) Type of order;

(4) Appropriation and accounting data;

(5) Description of the services to be performed;

(6) Description of end item(s) to be delivered;

(7) DD Form 254 (Contract Security Classification Specification);

(8) Contract Data Requirements List;

(9) The individual responsible for inspection/acceptance;

(10) Period of performance/delivery date;

(11) Estimated number of labor hours for each applicable labor category;

(12) The estimated ceiling price for the order; and

(13) List of Government furnished equipment, material, and information.

(G) Waivers from education and experience requirement: Task Order Contracting Officers may grant waivers from these requirements or allow substitution of certain technical certifications for education and/or experience if it is determined to be in the best interest of the Government. Any equivalencies or substitutions must be cited in each Task Order.

G.4 UNAUTHORIZED WORK

The Contractor is not authorized at any time to commence TO performance prior to issuance of a signed TO provided by the TO CO.

G.5. BILLING INSTRUCTIONS

(a) T&M/L-H vouchers and required supporting documentation shall be submitted pursuant to FAR 52.232-7, Payments under Time-and-Materials and Labor-Hour Contracts.

(b) For T&M/L-H orders, supporting documentation shall be provided identifying the purpose and itinerary of all travel and other cost reimbursable ODCs being billed during the billing period.

(c) For FFP task orders with performance based payments, vouchers shall be submitted upon achievement of the billing milestones identified in the task order in accordance with FAR 52.232-32, Performance-Based Payments.

(d) A completion voucher will be submitted for each task order in accordance with FAR

52.216-7(d) (5) and (6), Final Indirect Cost Rates.

(END OF SECTION G)

SECTION H - SPECIAL CONTRACT REQUIREMENTS

H.1 AUTHORIZED USERS

This IDIQ Contract is available for use by the DHS S&T Directorate.

H.2 PURCHASING SYSTEM

The Contractor shall notify the CO in writing if there is any change in the status of its approved purchasing system and provide the reason(s) for the change. Documentation required to be submitted for CO consent shall be submitted in accordance with FAR Part 44, Subcontracting Policies and Procedures.

H.3 CONTRACTOR JUSTIFICATION FOR OTHER DIRECT COSTS (ODCs)

All materials required for performance under the TOs issued pursuant to this contract that are not Government-furnished shall be furnished by the Contractor. The Contractor shall utilize Government supply sources when available, including the mandatory-for-consideration DHS commodity contracts. When requisitioning procedures reveal that required materials are not available from Government supply sources, the Contractor shall identify them in each TO proposal. Ownership of supplies acquired by the Contractor with Government funds, for performance of this contract, shall vest with the Government. The Contractor shall include a detailed description of all proposed materials in individual TO proposals. Materials are defined in the clause at 52.232-7, Payments under Time-and-Materials and Labor-Hour Contracts.

H.4 SELECTED ITEMS OF COSTS

H.4.1 TRAVEL COSTS

(a) Contractor personnel may be required to travel to support the requirements of this contract and as stated in individual TOs. For those TOs requiring travel, the Contractor shall include estimated travel requirements in the proposal. The Contractor shall then coordinate specific travel arrangements with the individual TO COR to obtain advance, written approval for the travel about to be conducted. The Contractor’s request for travel shall be in writing and contain the purpose, dates, locations and estimated costs of the travel. Email requests and approvals are sufficient. A brief trip report summarizing the travel will be generated by the traveler and provided to the TO COR within 5 days after return.

(b) If any travel arrangements cause additional costs to the TO that exceed those previously negotiated, written approval by TO modification issued by the TO CO is required, prior to undertaking such travel.

(c) The Contractor shall, to the maximum extent practicable, minimize overall travel costs by taking advantage of discounted airfare rates available through advance purchase. Where there are multiple travelers to the same event, rental car sharing is encouraged. Charges associated with itinerary changes and cancellations under nonrefundable airline tickets are reimbursable as long as the changes are driven by the work requirement. Travel performed for personal convenience or daily travel to and from work at the Contractor's facility or local Government facility (i.e., designated work site) shall not be reimbursed hereunder. Costs associated with Contractor travel shall be in accordance with FAR Part 31.205-46, Travel Costs.

H.4.2 GENERAL PURPOSE OFFICE EQUIPMENT (GPOE) AND IT

The cost of acquisition of General Purpose Office Equipment (GPOE) and IT shall not be allowable as direct charges to this contract. The Contractor is expected to have the necessary facilities to perform the requirements of this contract, including any necessary GPOE and IT.

GPOE means equipment normally found in a business office such as desks, chairs, typewriters, calculators, file cabinets, etc. “IT” means any equipment or interconnected system or subsystem of equipment that is used in the automatic acquisition, storage, manipulation, movement, control, display, switching, interchange, transmission, or reception of data or information. IT includes computers, ancillary equipment, software, firmware and similar products, services (including support services), and related resources.

H.5 GOVERNMENT PROPERTY AND INFORMATION

The Government may provide the items listed below as necessary, for the Contractor to fulfill the tasks described in TO SOWs.

(a) Government Furnished Property (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 TOs. GFP provided to the Contractor in support of individual TOs shall be tracked through applicable procedures provided by the TO CO in accordance with the Federal Acquisition Regulation (FAR).

Property shall be accounted for and marked accordingly for identification and tracking purposes with the Contract Number, TO Number, Serial Number and other information as required by the TO CO. The Government will not provide hardware/software equipment required to accomplish day-to-day work requirements in support of the overall contract-level effort. All GFP shall be returned to the Government at the completion of each TO unless otherwise specified.

(b) Government Furnished Information (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 TOs.

H.5.1 CONTRACTOR ACQUIRED PROPERTY

In the event the Contractor is required to purchase property in the performance of this contract, compliance with the procedures of FAR Part 45, Government Property, is required.

H.5.2 DISPOSITION OF GOVERNMENT PROPERTY

Thirty (30) calendar days prior to the end of the TO period of performance, or upon termination of the contract, the Contractor shall furnish to the TO COR a complete inventory of all Government Property in its possession under the TO that has not been tested to destruction, completely expended in performance, or incorporated and made a part of a deliverable end item. The TO CO will furnish disposition instructions in writing on all listed property which was furnished or purchased under the TO.

H.6 PAST PERFORMANCE EVALUATION

DHS FAR Class Deviation 11-03, applicable to instruments awarded after August 11, 2011, requires evaluations for all supply contracts and orders that exceed $500,000, and for all service contracts and orders that exceed $1,000,000, except as provided in FAR 42.1502 (d).

Evaluation thresholds for other types of contracts and orders established by FAR 42.1502 paragraphs (e) and (f) remain unchanged. Notwithstanding that, however, Components shall prioritize assessments of contracts and orders that: 1) use high-risk vehicles, such as cost-reimbursement, time-and-materials type, or award fee contracts, 2) are complex in nature, such as large software development and implementation contracts, or 3) involve high dollar values or major acquisitions, regardless of the contract type. Interim evaluations shall be performed on contracts and orders exceeding one year in duration (but see FAR 42.1502 (h)) to assist with improving the contractor’s marginal performance and identifying any major deficiencies. For task order or delivery order contracts and blanket purchase agreements awarded by DHS Offices or Components, contractor performance evaluations may be consolidated for orders that are (A) issued by the same office and (B) performed at the same location (e.g., performed at the same facility). As such, this IDIQ Contract will consolidate the CPARS at the IDIQ level.

H.7 DISCLOSURE OF “OFFICIAL USE ONLY” INFORMATION SAFEGUARDS

Any Government information made available, or to which access is provided, and which is marked “Official Use Only,” shall be used only for the purpose of carrying out the provisions of this contract and shall not be divulged or made known in any manner to any person, except as may be necessary in the performance of the contract. Disclosure to anyone other than an officer or employees of the Contractor or Subcontractor at any tier shall require prior written approval of the TO CO. Requests to make such disclosure should be addressed to the TO CO.

H.8 DISCLOSURE OF INFORMATION--OFFICIAL USE ONLY

Each officer or employee of the Contractor or Subcontractor at any tier to whom “Official Use Only” information may be made available or disclosed shall be notified in writing by the Contractor that “Official Use Only” information disclosed to that individual can be used only for a purpose, and to the extent authorized herein, and that further disclosure of any such “Official Use Only” information, by any means, for a purpose or to an extent unauthorized herein, may subject the offender to criminal sanctions imposed by 18 U.S.C. Sections 641 and his use or the use of another, or without authority sells, conveys, or disposes of any record of the United States or whoever receives the same with the intent to convert it to his use or gain, knowing it to have been converted, shall be guilty of a crime punishable by a fine or imprisoned up to 10 years, or both.

H.9 STANDARD OF CONDUCT AT GOVERNMENT INSTALLATIONS

The Contractor shall be responsible for maintaining satisfactory standards of employee competency, conduct, appearance, and integrity; and shall be responsible for taking such disciplinary action with respect to its employees, as necessary.

H.10 CONTRACTOR EMPLOYEES’ IDENTIFICATION

During the period of this contract, the rights of ingress and egress to and from any office for Contractor’s personnel shall be made available, as deemed necessary by the Government. All Contractor employees, whose duties under this contract require their presence at any Government facility, shall be clearly identifiable by a distinctive badge furnished by the Government. In addition, corporate identification badges shall be worn on the outer garment at all times. Obtaining the corporate identification badge is the sole responsibility of the Contractor.

All prescribed information shall immediately be delivered to the appropriate Government Security Office for cancellation or disposition upon the termination of employment of any Contractor personnel. All on-site Contractor personnel shall abide by security regulations applicable to that site.

H.11 SUBCONTRACTING

(a) In accordance with FAR 52.244-2, Subcontracts, including Alternate I, if the Contractor does not have an approved purchasing system, the Contractor shall obtain written TO CO consent prior to subcontracting under a T&M or L-H type contract.

(b) If the Contractor has an approved purchasing system and consent is not required under paragraph (d) of FAR 52.244-2, Subcontracts, the Contractor nevertheless, shall obtain written TO CO consent prior to subcontract under a fixed-price arrangement where 5% or more of the TO work is to be conducted by the subcontractor.

(c) If the Contractor has an approved purchasing system and consent is not required under paragraph (a) and (b), the Contractor nevertheless shall notify the TO CO within fifteen (15) calendar days in advance of entering into any (i) cost-plus-fixed-fee subcontract, or (ii) fixed-price subcontract that exceeds either the simplified acquisition threshold or 5 percent of the total estimated cost of the TO.

(1) The Contractor shall notify the appropriate TO CO within fifteen (15) calendar days in advance of placing any subcontract or modification for which consent is required under paragraph (a) or (b), including the information required by paragraphs (e)(1)(i) through (e)(1)(vii) of the FAR 52.244-2 clause.

(2) The TO CO is responsible for reviewing the Contractor’s notification and supporting data to ensure that the proposed subcontract is appropriate for the risk involved, and consistent with current policy and sound business judgment prior to consent to subcontract.

(3) If the Contractor enters into any subcontract that requires consent under the clause at FAR 52.244-2, Subcontracts, without obtaining such consent, the Government is not required to reimburse the Contractor for any costs incurred under the subcontract prior to the date the Contractor obtains the required consent. Any reimbursement of subcontract costs incurred prior to the date the consent was obtained shall be at the sole discretion of the Government.

(d) The Contractor may add or remove Subcontractors without the express written consent of the Government provided the conditions of paragraph (a) and (b), above, are met.

e) In accordance with FAR 52.219-14, Limitations on Subcontracting, by submission of an offer and execution of a contract, the Offeror/Contractor agrees that in performance of the contract at least 50 percent of the cost of contract performance incurred for personnel shall be expended for employees of the concern.

H.12 NOTIFICATION REQUIREMENTS UNDER T&M CONTRACTS

Contractor notification requirements for FAR Clause 52.232-7(d), Payments under Time-and- Materials and Labor-Hour Contracts, for T&M TOs (clauses are in Section I by reference), shall be accomplished only by separate correspondence directed to the TO CO with copies to the TO COR. No other form of “notification” (e.g., mention in any type of monthly progress or status report) will effect compliance. Further, notification to any individual other than the TO CO shall not constitute compliance with this requirement.

H.13 KEY PERSONNEL

Key personnel are those Contractor personnel considered to be essential to the performance of the single-award IDIQ contract and subsequent TOs.

If the Government determines that certain personnel are “key” to successful completion of a TO, they will be designated as "Key TO Personnel" in the TO in accordance with HSAR 3052.215-

70. “Key TO Personnel” is defined as follows:

(a) Personnel identified in the Task Proposal as key individuals to be assigned for participation in the performance of the TO and who may, at the discretion of the Government, be interviewed to verify resumé representations;

(b) Personnel whose resumés were submitted with the TO Proposal; or

(c) Individuals who are designated as key personnel by agreement between the Government and the Contractor during TO negotiations.

H.14 POST AWARD CONFERENCE

The Contractor…