HSHQDC-15-R-00089_-_Attachment_J1_-_Sponsoring_Agreement_-_v1_3.docx

PIID: HSHQDC-15-R-00089

PIID: HSHQDC-15-R-00089

SPONSORING AGREEMENT

SPONSORING AGREEMENT

Between

THE DEPARTMENT OF HOMELAND SECURITY

and

<<TBD>>

to Operate the

HOMELAND SECURITY OPERATIONAL ANALYSIS CENTER (HSOAC)

FEDERALLY FUNDED RESEARCH AND DEVELOPMENT CENTER (FFRDC)

1. PURPOSE OF THIS AGREEMENT

a. This Sponsoring Agreement (hereafter “this Agreement”) sets forth the policies for the operation of the Homeland Security Operational Analysis Center (HSOAC) Federally Funded Research and Development Center (FFRDC, hereafter “the HSOAC FFRDC” or “the FFRDC”) by <<TBD>> (hereafter “the FFRDC Operator”). The HSOAC FFRDC shall be operated as an autonomous organization or an identifiable separate operating unit of a parent organization in support of the U.S. Department of Homeland Security (hereafter “DHS” or “the Department”) and its Operating Elements (also “Components”). The Under Secretary for Science and Technology (US(S&T)) is the Primary Sponsor for the purposes of this of this Agreement.

b. This Agreement is in compliance with Federal Acquisition Regulation (FAR) Subpart 35.017. Additionally, the DHS Management Directive (MD) Number 143-04, “Establishing or Contracting with Federally Funded Research and Development Centers (FFRDCs) and National Laboratories,” is hereby incorporated by this reference into and made a part of this Agreement.

c. This Agreement will be incorporated by reference into and made a part of the DHS contract with <<TBD>> for the operation of the HSOAC (Contract Number: <<TBD>>, hereafter “the Contract”). If conflicts exist between this Agreement and the Contract, the Contract will take precedence and will control.

d. Portions of this Agreement are based on Federal government-wide and DHS policies, and future changes in these policies might necessitate changes to this Agreement. This Agreement may be amended, and its provisions may be modified or waived, by mutual written agreement of the parties. Capitalized terms used within this Agreement shall have the meanings ascribed to them herein or in the Contract.

2. BACKGROUND OF <<TBD>>

<<TBD>>

3. PURPOSE AND MISSION OF THE FFRDC

a. The Homeland Security Act of 2002 (Section 305 of PL 107-296, as codified in 6 U.S.C. 185), herein referred to as the "Act", authorizes the Secretary, acting through the Under Secretary for Science and Technology, to establish one or more FFRDCs to provide independent analysis of homeland security issues, or to carry out other responsibilities under the Act. The DHS’s Science and Technology Directorate (S&T), through the Contract and this Agreement, establishes the HSOAC FFRDC on behalf of the Department.

b. The purpose of this FFRDC is to provide special and independent studies and analysis expertise to Department mission owners to transform mission-level goals into strategies, operational requirements, and performance metrics, constrained by cost and schedule. The FFRDC will advise in core areas important to DHS users and will support policy development, decision making, the development of alternative approaches to achieving mission goals, and will develop new ideas on issues of significance. Through studies and analysis, the FFRDC shall provide recommendations for policy and operational changes, as well as technology insertion concepts, throughout the federal, state, local, tribal, public and private sector organizations that make up the homeland security enterprise (HSE[footnoteRef:1]). The FFRDC shall generally work on the most complex homeland security issues and problems. [1: As defined in the Contract.]

(1) While the DHS is intended as the primary beneficiary of the HSOAC FFRDC’s work, the FFRDC’s expertise and services will be available to all members of the HSE through the Primary Sponsor.

c. In providing this expertise, the HSOAC may consult with other federal, state and local government agencies; non-governmental organizations and institutions; universities and affiliated research centers; and, other non-profit groups.

d. The work performed by the HSOAC will: (a) be authoritative, objective, and free from conflicts of interest caused by involvement with and benefit from commercial or other interests; (b) ensure confidentiality and protect sensitive homeland security, intelligence, and government planning information; (c) ensure confidentiality and protect proprietary commercial information; and (d) constitute high-quality research and advice.

4. SCOPE OF WORK

a. The Contractor shall be responsible for providing studies and analysis expertise to Department of Homeland Security (DHS) program leadership as a trusted agent, particularly in the evolution of the most complex and critical homeland security programs. This will be accomplished by providing specialized independent and objective expertise to Department components in the following focus areas:

(1) Acquisition Studies

(2) Homeland Security Threat and Opportunity Studies

(3) Organizational Studies

(4) Regulatory, Doctrine, and Policy Studies

(5) Operational Studies

(6) Research and Development Studies

(7) Innovation and Technology Acceleration

5. POLICY

a. The FFRDC Operator must maintain the capabilities necessary to address any issue consistent with the FFRDC’s purpose, mission, and scope of work as detailed in the Contract. These capabilities are defined as, but not limited to, high-quality research staff, analytic tools, knowledge of sponsor needs, other relevant management and technical capabilities, etc.

b. The FFRDC may work on many classified and highly sensitive projects. In such cases, the FFRDC must strictly comply with the provisions of the Contract regarding classified work.

c. All DHS components are potential sponsors of HSOAC tasks.

d. Tasks undertaken by the FFRDC, and task sponsors’ engagement with the FFRDC, must be in accordance with the procedures established by the Primary Sponsor or designee. All tasks must be certified by the FFRDC Program Management Office as being appropriate for performance by the HSOAC in accordance with DHS MD 143-04 (and its associated instruction).

e. Proposals for work to be undertaken by the HSOAC may originate with any sponsoring office or with the HSOAC itself. Tasks may be initiated at any time during a fiscal year, and may extend across fiscal years in accordance with the nature of the work, available funding, appropriation type, and other contractual or legal limitations.

f. The HSOAC shall establish and execute a Core Research program with the objective of performing forward leaning research with application and benefit to multiple DHS components, or enhancing the overall mission effectiveness of the homeland security enterprise.

g. The Primary Sponsor will assure a reasonable continuity in the level of support to the HSOAC, consistent with DHS needs and the terms of the Contract, and contingent on available funding (as required by FAR 35.017-2).

h. The HSOAC may not accept work from non-DHS sponsors, including federal, state, local, tribal and foreign governments, and other non-profit and commercial entities unless such work is reviewed, approved and conducted within the considerations and limitations set forth in Section 9.

i. HSOAC users will provide access to classified and sensitive data, facilities, plans and related information, including proprietary data, as necessary to ensure that the HSOAC’s work takes full account of the best available information, including that which is not normally available to non-government organizations.

j. Subject to the requirements set forth in this Section, the HSOAC may augment its in-house research staff with other technical and analytic resources for work on user problems, the scope of which requires temporary access to specialized expertise that is not available within the FFRDC or the Parent Organization. This specialized expertise may come from other FFRDCs operated by <<TBD>>, if applicable.

k. The HSOAC may utilize subcontractors and consultants for DHS-related work subject to the following conditions:

(1) The FFRDC Operator has received Contracting Officer’s approval prior to retaining a subcontractor or consultant for DHS related work in accordance with the subcontracting clause of the Contract (FAR clause 52.244-2, “Subcontracts,” “Alternate I”);

(2) Consistent with the clause in the Contract entitled “Organizational Conflicts of Interest and Confidentiality,” the FFRDC Operator must determine in writing whether the interests disclosed by a subcontractor or consultant present an actual or potential for an organizational conflict of interest. If the conflict cannot be avoided or neutralized, the FFRDC Operator must obtain the approval of the DHS Contracting Officer prior to entering into the subcontract. The existence of an actual or potential organizational conflict of interest at the time of, or after, award may give cause for the Government to terminate the Contract for default, disqualify the Contractor from subsequent related contractual efforts, and pursue such other remedies as may be permitted by law or the Contract; and

(3) The FFRDC Operator must require every subcontractor and consultant to sign nondisclosure agreements (containing the terms set forth in Section 9) and conflict of interest agreements. Both agreements must have been approved by the DHS Office of the General Counsel prior to the FFRDC Operator allowing a subcontractor or consultant to perform DHS-related work. The FFRDC Operator must maintain signed copies of every non-disclosure and conflict of interest agreement for a period of at least five (5) years from the signature date on each document.

l. The HSOAC’s independent research program will be used primarily to assist in building and maintaining research capabilities in support of the HSOAC’s mission, purpose, and scope of work, consistent with DHS-wide guidelines for independent research and development activities.

m. No member of <<TBD>>’s Board of Trustees who is also serving as a member of a Board of Directors, Trustees, or Overseers or any similar governance board for any for-profit entity engaged in providing professional services, or research and development services, under a formal agreement[footnoteRef:2] to DHS shall be permitted to serve on panels or committees related to the work of the HSOAC, or to vote on decisions related to the HSOAC’s work, unless such automatic recusal of the Board of Trustees member is waived in writing by the DHS Primary Sponsor. [2: The term “formal agreement” includes grants, contracts, cooperative agreements, cash prizes, other transactions agreements, memoranda of agreement/understanding, and Cooperative Research and Development Agreement (CRADA).]

6. RESPONSIBILITIES AND OVERSIGHT

a. The Primary Sponsor (Under Secretary for Science and Technology):

(1) Ensures that all work proposed to be placed with the FFRDC is within its purpose, mission, general scope of effort, or special competency.

(2) Ensures that this sponsoring agreement is consistent with requirements of FAR 35.017 and contains a statement of core competencies.

(3) Ensures that the FFRDC is continually assessed for quality, cost-effectiveness, and conformity within applicable law, regulation, policy and procedure.

(4) Ensures that the FFRDC produces high-quality work of value to sponsors and that the costs of services provided are reasonable.

(5) Determines whether to continue or terminate the sponsorship of the FFRDC upon completion of each five-year comprehensive review.

(6) Designates an FFRDC Program Management Office (FFRDC PMO) to provide DHS oversight of the HSOAC, consistent with the terms of this Agreement, the Contract, and any additional policies and procedures established for the FFRDC.

b. The FFRDC PMO Program Manager (PM):

(1) Provides oversight of the PMO which includes the Contracting Officer’s Representative (COR).

(2) Nominates individuals to the Contracting Officer to serve as the HSOAC COR.

(3) Reviews the HSOAC research plans and annual report and recommends approval/rejection to the COR and Contracting Officer.

(4) Reviews and approves/rejects work proposed for the HSOAC through appropriateness review process.

(5) Reviews and establishes procedures for processing task orders.

(6) Reviews and approves/rejects each non-DHS sponsored research task conducted by the HSOAC.

(7) Manages and oversees the use of the core research funding and the core research plan that is funded by authorized users through the application of core funds derived from each task order under the Contract where DHS is the primary or co-sponsor.

(8) Reports to the Contracting Officer any organizational conflicts of interest associated with <<TBD>>’s performance under the Contract as soon as conflicts are identified (or appear to be identified) including a recommended disposition of the conflict and solicit advice as needed from the Contracting Officer.

(9) Reviews and approves/rejects the classification, publication, and distribution of FFRDC publications prepared for DHS Operating Elements, non-DHS Government entities, state and municipal governments, and public charities.

c. The HSOAC COR:

(1) Is responsible for administration of the HSOAC Contract consistent with their letter of delegation from the Contracting Officer.

(2) Serves as the day-to-day HSOAC contact for technical matters.

(3) Ensures compliance with DHS policies regarding FFRDCs.

(4) Coordinates with and assists the FFRDC PM in administering the FFRDC strategic relationship as required.

(5) Reviews and recommends for approval/rejection DHS-sponsored research tasks.

(6) Provides procurement liaison to the Contracting Officer for tasks placed under the contract for FFRDC performance.

(7) Acts as the DHS focal point for placing task orders with HSOAC and provides user liaison for communicating direction to HSOAC on specific technical matters related to task performance.

(8) Assists sponsoring offices in providing information on HSOAC research to other DHS offices and Government agencies.

(9) Ensures the HSOAC receives access to Government information needed to conduct approved research projects. Ordinarily, users will be responsible for releasing classified, privileged, no-contractor, and other sensitive material directly to the FFRDC.

(10) Oversees the HSOAC’s use of subcontractors and consultants subject to the restrictions set forth in Section 5., paragraph k and the clauses of the Contract.

(11) Coordinates presentation of Quarterly Program Reviews with the HSOAC and DHS stakeholders.

(12) Coordinates and conducts the assessments required by DHS policies and the Contract.

d. User Program Offices:

(1) Identify research and technical topics to be undertaken by the HSOAC, and formulate these topics into technical task objectives, consulting with the FFRDC PMO and the HSOAC.

(2) Provide required documentation and coordination necessary for the FFRDC PMO to review the proposed task objectives for appropriateness consistent with established procedures.

(3) Monitor the execution of research task orders, including the quality and timeliness of the work, and its value to DHS.

(4) Participate as appropriate in meetings with the HSOAC and related activities.

(5) Provide HSOAC staff full access to the information necessary to carry out the research tasks.

e. <<TBD>> and HSOAC Management:

(1) Manages the operations of the HSOAC consistent with the Contract with the Government, this Agreement, and <<TBD>>’s corporate charter.

(2) Develops and maintains research capabilities necessary to address issues consistent with the FFRDC’s purpose, mission, and scope of work; sponsor needs; and with the availability of funds.

(3) Develops proposals for sponsored and core research topics, particularly research on cross-cutting issues of interest to several DHS stakeholders. In conjunction with anticipated sponsor needs and the FFRDC PMO, develops a core research plan, and an annual report summarizing the research.

(4) Executes the research program, maintaining quality control over the research products.

(5) Prepares other materials requested by the FFRDC PMO and works with the sponsoring offices and the Primary Sponsor, if necessary, to resolve any problems related to the HSOAC research program.

(6) Maintains a written, rigorous, corporate-wide, organizational and staff conflict of interest regimen in accordance with a conflict of interest policy reviewed and approved in writing by DHS. Any changes made to an HSOAC conflict of interest policy, or <<TBD>>’s conflict of interest policy regarding the HSOAC, must be approved in writing by the Contracting Officer.

(7) Reports any organizational conflicts of interest and their proposed disposition to the Contracting Officer and to the FFRDC PMO Director as soon as such conflicts are identified.

f. DHS, Office of Procurement Operations, Science and Technology Acquisition Division Contracting Officer:

(1) Has the responsibility for ensuring the performance of all necessary actions for effective contracting, ensuring compliance with the terms of the Contract, and safeguarding the interests of the United States in its contractual relationships.

(2) Is the only individual who has the authority to enter into, administer, modify, or terminate the resulting Contract, or any associated task orders.

(3) Is the only person authorized to approve changes to any of the requirements under the resulting contract notwithstanding any provision contained elsewhere. This authority remains solely with the CO and is non-delegable.

(4) Mitigates and resolves contractual disputes between the FFRDC Operator and DHS (including the Primary Sponsor and user program offices).

(5) May be assisted by one or more Contract Specialists, or Contracting Officers, in discharging their duties.

7. DETERMINING SUITABILITY OF WORK FOR HSOAC

a. The FFRDC PM and Contracting Officer have joint responsibility for determining that a proposed research task is appropriate for the HSOAC. Consideration will be given to several criteria related to the nature of the specific project, and the special relationship that the HSOAC maintains with the Department. The criteria include:

(1) Consistency with the FFRDC’s mission, purpose, and capabilities.

(2) Consistency with the FFRDC’s focus areas and core competencies as reflected in the Statement of Work and summarized in the scope of work statement above. Changes in the details of the scope of work statement after contract award can only be made by agreement between FFRDC and the Contracting Officer.

(3) Consistency with the FFRDC’s special relationship with its sponsors, as evidenced by the need for one or more of the following:

i. Effective performance of objective, high-quality work on subjects integral to the mission and operations of sponsoring offices.

ii. Freedom from real and perceived conflicts of interest caused by commercial or other involvement.

iii. Broad access to information, including sensitive Government information, proprietary data from industry, and other information not normally available outside the Government.

iv. Comprehensive knowledge of sponsor needs, problems, and issues.

v. Responsiveness to emerging and evolving needs of sponsors.

vi. Long-term continuity of knowledge on issues and problems of enduring concern, including both maintaining corporate memory for sponsors when appropriate and responding to quick-response sponsor needs in areas of established expertise.

8. ANNUAL ASSESSMENT PROCEDURES

a. The PM/COR will conduct an annual assessment that may consist of a survey of DHS users. If conducted, the survey will gather data on users’ perceptions of the various aspects of the HSOAC work (e.g., technical quality, responsiveness, program value, and timeliness).

b. The annual assessment will be reviewed by the FFRDC PMO and the Contracting Officer.

c. The results of the annual assessment will be forwarded by the FFRDC PMO for review by the Primary Sponsor.

d. The FFRDC Operator, and the Parent Institution, will provide an annual compliance statement in terms of organizational conflicts of interest and staff non-disclosure agreements and conflicts of interest.

9. OTHER CONSIDERATIONS AND GENERAL UNDERSTANDINGS

a. Limitations for the HSOAC. The strategic relationship between the HSOAC and its sponsors requires that the HSOAC accept certain restrictions, namely, that the HSOAC:

(1) May only perform work within the areas defined in Section 4. of this Agreement and the Contract, subject to the guidelines specified in DHS MD 143-04.

(2) May not undertake quantity production or manufacturing unless authorized by legislation and the contract.

(3) May not accept work developing specific components or component prototypes for established system acquisition plans, without prior written approval of the Contracting Officer; who may approve the work when directly related to a specific critical system program development.

(4) May not accept work from any non-DHS government sponsors including federal, state, local, tribal or foreign government sources unless the work has been reviewed by the Primary Sponsor, or its designee, and has determined that:

i. the work is in the national interest, such as addressing economic, social, or governmental issues, and;

ii. the work is for public sector entities and not-for-profit organizations that operate in the public interest (e.g., public charities), and;

iii. the work does not undermine the independence, objectivity, or credibility of the FFRDC by posing an actual or perceived conflict of interest, and does not/will not detract from the performance of HSOAC work for DHS.

(5) May not accept work from any commercial sponsor (i.e. for-profit entities) unless the work has been reviewed by the US(S&T), or its designee, has determined the work at issue to be in the national interest, such as addressing economic, social, or governmental issues, and grants a specific exception in writing. If the US(S&T) grants an exception, such work:

i. may not exclusively benefit any individual for-profit entity to avoid the appearance that the HSOAC or <<TBD>> are endorsing a particular product, company, or industrial process, and;

ii. may not have been acquired by taking unfair advantage of <<TBD>>’s operation of its other FFRDC(s), or from information that is available to <<TBD>> only through its FFRDC(s).

b. Limitations for <<TBD>>. Consistent with DHS policies, the Primary Sponsor, in consultation with the Contracting Officer, may expand the prohibitions in this section as deemed necessary and appropriate to protect DHS’s interests in the FFRDC. The strategic relationship between the HSOAC parent institution and the HSOAC sponsor requires that <<TBD>> accept certain restrictions, namely that <<TBD>>:

(1) May not operate another DHS FFRDC or compete with any non-FFRDC in response to a Federal request for proposals for other than the operation of an FFRDC.

(2) May not compete in response to a Federal Broad Agency Announcement or Funding Opportunity Announcement without the written consent of the Contracting Officer and Primary Sponsor.

(3) May not participate as a substantial partner, or sub-contractor, to another DHS FFRDC contractor unless authorized in writing by the Contracting Officer. Employees of <<TBD>> may participate as consultants on specific tasks conducted by other DHS FFRDCs, provided the procedures for approving the consultants are followed and the individual does not provide their services as an employee of <<TBD>>, or utilize the resources of <<TBD>> in providing their services.

(4) May not accept work for any other FFRDCs operated by <<TBD>> from DHS organizations without authorization from the FFRDC PMO and the Contracting Officer. <<TBD>> must report any attempt by DHS sponsors to obtain work directly from another <<TBD>>-operated FFRDC to the FFRDC PMO and Contracting Officer.

(5) May not perform work using another <<TBD>>-operated FFRDC that is similar in scope to the HSOAC Core statement as it applies to DHS-unique missions or requirements, or, leverages the DHS-unique research capabilities and corporate knowledge of the HSOAC FFRDC, unless such work is reported to the FFRDC PMO and Contracting Officer and determined to not be in conflict with the terms of this Agreement.

c. Profit/Fee. The parties acknowledge that fees may be appropriate, but may be established via negotiation with DHS User Contracting Officers on a project-by-project basis. When a fee (or profit) is considered appropriate, the procedures prescribed in FAR 15.404-4, “Profit,” shall be utilized in determining the amount of fee.

d. Retained Earnings.

(1) <<TBD>> shall provide annually to the Government an accounting and reporting on the sources, uses, and balances of accumulated retained earnings (as defined under Generally Accepted Accounting Principles) from the performance of HSOAC FFRDC contracts, its plans for using the retained earnings for the next budget year and for the following budget year.

(2) The retained earnings of the HSOAC may be used to provide the capital and financial flexibility required to sustain professional expertise, obtain necessary facilities, equipment, and to maintain operations capable of supporting requirements of sponsored HSOAC research tasks under the Contract.

(3) Any retained earnings from the performance of FFRDC contracts, and any personal or real property obtained by <<TBD>> using such retained earnings, are to be treated as assets of the HSOAC and, therefore, Government property. Such items must be disposed of as specified in Section below.

e. Cost Elements Requiring Advance Notice And Approval. <<TBD>> must provide the Primary Sponsor and the Contracting Officer at least thirty (30) calendar days advance notice prior to:

(1) The acquisition of real property either by purchase or long-term lease that is to be used primarily by the HSOAC.

(2) Any material increase in employee benefits chargeable, directly or indirectly, to a contract or contracts covered by this Agreement (except to the extent such increase is mandated by law).

f. Reports. In addition to the reports described in this Agreement, the HSOAC must cooperate with the FFRDC PMO and the Primary Sponsor in providing any required information necessary for them to prepare and submit reports described in DHS MD 143-04 and its associated Instruction.

g. Technology Transfer. Contingent upon security limitations, the HSOAC FFRDC is expected to participate in a technology transfer programs with industry, academia, and Federal, State and local government entities. The HSOAC must adhere to the technology transfer policies established by 15 U.S.C. §3710 and any other DHS policies. Such policies will include adequate safeguards to ensure the HSOAC remains free of organizational conflicts of interest and that the conditions for establishing and maintaining the FFRDC are not compromised. The Primary Sponsor will review and approve any technology transfer work on a case-by-case basis in consultation with the Contracting Officer.

h. Prepublication review policies. The DHS is sensitive to the need for the FFRDC, or its parent institution, to publish its research findings in appropriate professional for a as a result of its work under the HSOAC FFFRDC. The Primary Sponsor may establish pre-publication controls and limits on the publication of research results that have been funded by DHS, or another U.S. government sponsor, under the HSOAC Contract. However, such limitations will not limit the dissemination of findings for unclassified works.

10. NON-RENEWAL, TERMINATION, OR DISSOLUTION

a. This Agreement and <<TBD>>’s operation of the HSOAC are based on expectations of a long-term and continuing relationship between the parties. The DHS will use its best efforts to inform <<TBD>> as far as possible in advance if it concludes that such a long-term relationship is no longer in the best interests of the Government.

b. In the event that the Contract for the HSOAC is terminated (Termination is defined as a termination or non-renewal of this Sponsoring Agreement) in whole or in part, termination costs, disposal of assets, and settlement of liabilities will be in accordance with the Contract and provisions of the FAR. Nothing in this Agreement shall be construed as committing the Government to paying termination costs in any amount.

c. In the event of a termination, the disposition, if any, of HSOAC assets including retained earnings, after adequately providing for any HSOAC debts and obligations, shall be distributed as negotiated by the parties. In addition, <<TBD>> agrees that upon such termination, all HSOAC assets, if any, after adequately providing for its debts and obligations, shall be applied to an objective that will benefit work in support of the DHS. If such assets are sold, it is also agreed that the proceeds received from their sale (after adequate provision for any HSOAC debts and obligations) shall be applied to an objective that will benefit work in support of the DHS.

d. In the event that the DHS’s requirement for the HSOAC FFRDC ceases to exist, the DHS and <<TBD>> shall attempt to transfer the HSOAC FFRDC to another Federal agency(ies). If transfer cannot be accomplished in a reasonable amount of time, the parties shall negotiate a phase-out plan consistent with the terms of this section and the Contract.

e. In the event of Contract termination, expiration, or non-renewal of this Agreement and the Contract for the HSOAC, all items that were furnished by the Government, or purchased by <<TBD>> and charged directly to the Contract (or projects issued pursuant to the Contract’s terms and conditions), are the property of the Government and will be managed/disposed of in accordance with FAR 45.5.

f. Except as otherwise provided in the Contract, all other assets (including equipment and leases on real property) will be the property of <<TBD>> and all liabilities will be the responsibility of <<TBD>>.

g. In the event of dissolution of <<TBD>>, the Members of the Corporation will designate the successor corporation, charitable organization, organizations, the Government, or any or all of these to be recipients to which will be paid over any or all property or assets remaining after the winding up of <<TBD>>’s affairs.

11. TERM OF THIS AGREEMENT

a. This Agreement is effective when signed by both parties and shall be made a part of and incorporated into the Contract as an attachment thereto. This Agreement will be in force for the duration of the Contract, any extensions thereof, and for subsequent renewals of the Contract. Renewals of the Contract are subject to a favorable “need determination” resulting from the Comprehensive Review (as described in FAR Section 35.017, DHS Management Directive 143-04, and the Contract).

b. This Agreement obligates no appropriations, and creates no responsibility on the part of DHS to fund work at or provide funds to the FFRDC Operator beyond the Government’s obligations established in the Contract. Funds are obligated and work undertaken only in strict accordance with the terms and conditions of the Contract.

<<NAME>>

<<TITLE>>

<<TBD COMPANY>>

<<NAME>>

Under Secretary for Science and Technology U.S. Department of Homeland Security

Date

Date

31 August 2015 23 October 2015, v. 1.3