N00033-12-D-8001.pdf

32g. E-MAIL OF AUTHORIZED GOVERNMENT REPRESENTATIVE

SOLICITATION/CONTRACT/ORDER FOR COMMERCIAL ITEMS

(CONTINUED)

SEE SCHEDULE

19. ITEM NO. 20. SCHEDULE OF SUPPLIES/ SERVICES 21. QUANTITY 22. UNIT 24. AMOUNT

PAGE 2 OF

23. UNIT PRICE

ACCEPTED, AND CONFORMS TO THE CONTRACT, EXCEPT AS NOTED: ______________________________________________________

32a. QUANTITY IN COLUMN 21 HAS BEEN

RECEIVED INSPECTED

32b. SIGNATURE OF AUTHORIZED GOVERNMENT

REPRESENTATIVE

32c. DATE 32d. PRINTED NAME AND TITLE OF AUTHORIZED GOVERNMENT

REPRESENTATIVE

32e. MAILING ADDRESS OF AUTHORIZED GOVERNMENT REPRESENTATIVE 32f . TELEPHONE NUMBER OF AUTHORIZED GOVERNMENT REPRESENTATIVE

37. CHECK NUMBER

FINALPARTIALCOMPLETE

36. PAYMENT35. AMOUNT VERIFIED

CORRECT FOR

34. VOUCHER NUMBER

FINAL

33. SHIP NUMBER

PARTIAL

38. S/R ACCOUNT NUMBER 39. S/R VOUCHER NUMBER 40. PAID BY

41a. I CERTIFY THIS ACCOUNT IS CORRECT AND PROPER FOR PAYMENT 41b. SIGNATURE AND TITLE OF CERTIFYING OFFICER 41c. DATE

42a. RECEIVED BY (Print)

42b. RECEIVED AT (Location)

42c. DATE REC'D (YY/MM/DD) 42d. TOTAL CONTAINERS

STANDARD FORM 1449 (REV 3/2005) BACK

Prescribed by GSA

FAR (48 CFR) 53.212

AUTHORIZED FOR LOCAL REPRODUCTION

PREVIOUS EDITION IS NOT USABLE

N00033-12-D-8001

Section SF 1449 - CONTINUATION SHEET

ITEM NO SUPPLIES/SERVICES QUANTITY UNIT UNIT PRICE AMOUNT

0001 820 Labor

Hours

$150.00 $123,000.00 EST

Base Period - Labor

FFP

Period of Performance for 24 October 2011 - 23 October 2012.

FOB: Destination

NET AMT $123,000.00 (EST.)

0002 5,000 Each $1.00 $5,000.00 EST Base Period - Travel

FFP

Travel

NET AMT $5,000.00 (EST.)

0003 3,500 Each $1.00 $3,500.00 EST Base Period - ODCs

FFP

Base Period ODCs

NET AMT $3,500.00 (EST.)

1001 700 Labor

Hours

$150.00 $105,000.00 EST

OPTION Option Period One - Labor

FFP

Period of Performance for 24 October 2011 - 23 October 2012.

NET AMT $105,000.00 (EST.)

1002 6,000 Each $1.00 $6,000.00 EST OPTION Option Period One - Travel

FFP

Option Period One - Travel

NET AMT $6,000.00 (EST.)

1003 2,500 Each $1.00 $2,500.00 EST OPTION Option Period One - ODCs

FFP

Option Period One - ODCs

NET AMT $2,500.00 (EST.)

MINIMUM AND MAXIMUM QUANTITIES

As referred to in Paragraph (b) of the “Indefinite Quantity” clause of this contract, the contract minimum and maximum quantities are as follows:

a. MINIMUM: The Government agrees to order a minimum of $4,000.00 of supplies or services under this contract.

b. MAXIMUM: The Government may place task or delivery orders for any of the supplies or services specified in the contract, provided these task or delivery orders do not exceed the maximum amount plus ten percent (10%) of the contract value (inclusive of all options). The maximum amount is not to be exceeded without prior approval of the Contracting Officer. Reimbursable amounts shall not count against the maximum.

c. If the maximum quantity is not reached in a single Period of Performance, the remaining quantity will be carried over to the following Period of Performance.

The minimum and maximum quantities are established for the whole potential 2-year life of the contract and not on a base or option level.

PERFORMANCE WORK STATEMENT

Title: T-AOE Main Reduction Gear Subject Matter Expert

1. Background.

Military Sealift Command (MSC) has an existing contract in place to design, manufacture, and replace the Main Reduction Gears (MRG) on all four T-AOE 6 Class ships. The purpose of this contract is to provide for Mr. Gary Mowers to provide engineering and technical support in the area of reduction gear design and manufacturing related to the existing MRG replacement contract.

2. Scope of Work.

Under the requirements of this Contract, the Contractor shall provide specialized engineering services to assist MSC’s project team during the manufacturing and final Contract Data Requirements List (CDRL) review portions of the MRG replacement contract. The Contractor shall provide the services of Mr. Gary Mowers to complete the following services:

2.1. The Contractor shall perform a detailed technical evaluation of required design products submitted by the MRG vendor, with a recommendation for acceptance/approval. The technical evaluation review shall include (but not be limited to) a review of the following:

2.1.1. CDRL’s for final gear or pinion acceptance

2.1.2. Requests for deviation from specifications

2.1.3. Engineering analysis or technical correspondence

2.1.4. New information regarding Barkhausen Noise Analysis (BNA) methods relevant to the acceptability of the MRG vendor’s form ground gears.

2.2. The Contractor shall perform the following additional tasks:

2.2.1. Participate in bi-weekly phone conference calls with MSC and MRG vendor.

2.2.2. Participate in additional non-scheduled technical conference calls with MSC scheduled in advance per mutual agreement and concurrence with Contractor.

2.2.3. Investigate through various contacts in industry and academia, any new developments in the last five years or studies currently underway on BNA technology that relate to providing accurate measurement of residual stress in nitrided reduction gears.

2.2.4. As part of any technical evaluation requested in Paragraph 2.1 above, the Contractor shall develop Technical Point Papers detailing the viability of the vendor’s technical approach, proposing clarifying questions back to the vendor, or recommending a response or action.

2.2.5 The Contractor shall be available for periodic material inspections at the MRG vendor’s Sunnyvale, CA facility. The purpose of the material inspections shall be to determine that Northrop Grumman Marine System (NGMS) has met the specifications for the gears that no material defects are visible, and that preservation and packaging of the components meets the specifications. The inspections will be tasked under individual task orders.

2.2.6 The Contractor shall keep a copy of all correspondence and documentation related to the acceptability of form ground gears and shall provide a copy of all to the MSC POC at the end of the performance period.

Electronic copy by CD/DVD media is acceptable.

3. Contract Type.

This will be a Firm-Fixed-Price, Indefinite Delivery-Indefinite Quantity type Contract with Firm-Fixed-Price task orders. The Government will provide the Contractor with a Performance Work Statement for each task, in which the Contractor will be requested to submit a quote using the applicable Contract hourly rate. Orders will be issued via Task Orders, on an as needed basis. Electronic mail and facsimile are acceptable forms of transmission for all Orders, Modifications, and correspondence issued under this Contract. Orders may be issued orally; however, orally issued orders will be followed up with a written order within three (3) business days.

4. Place of Performance.

All work is to be performed at the Contractor's site, except for the work specified in Paragraph 2.2.5. The Contractor will attend all meetings by phone, unless otherwise specified.

5. Reimbursement of Travel.

5.1. Contractor Request and Approval of Travel. Any travel under this contract must be specifically requested in writing by the contractor and approved by the Contracting Officer’s Representative (COR), prior to incurring any travel expense. The contractor shall submit the written request to the COR three weeks in advance, when possible.

The travel request shall include as a minimum, the following:

5.1.1. Contract number

5.1.2. Date, time, and place of proposed travel

5.1.3. Purpose of travel and how it relates to the contract

5.1.4. Contractor’s estimated cost of travel with a breakdown of the estimated costs of transportation, lodging, meals, and incidentals; and

5.1.5. Name(s) of individual(s) traveling.

The COR shall review and approve/disapprove (as appropriate) all travel requests submitted giving written notice of such approval or disapproval to the contractor.

5.2. Travel Reimbursement. The Contractor shall be reimbursed for the reasonable actual cost of transportation, lodging, meals and incidental expenses. However, actual costs shall be considered reasonable, allowable, and reimbursable only to the extent that they do not exceed on a daily basis the maximum per diem rate in effect at the time of travel as set forth in the DOD Joint Travel Regulations located at https://secureapp2.hqda.pentagon.mil/perdiem/. Actual cost does not include handling charges, general and administrative cost, overhead, profit or any other indirect cost.

5.3. The Contractor shall use the allowable Government personnel rates for transportation and lodging.

Reimbursement for airfare shall not exceed the lowest customary standard, coach, or equivalent airfare offered during normal business hours. The Contractor will not be reimbursed for travel expenses unless audited records for transportation contain evidence, such as original receipts, substantiating actual expenses incurred for travel. In no event will reimbursement exceed the published rates of common carriers. Expenses for lodging, meals and incidental expenses shall be reimbursed to the Contractor, provided that the overnight stay was documented as necessary.

5.4. Each task order that requires travel will include a not-to-exceed funding limitation for travel costs. When the Contractor expects total funding expended for reimbursable travel to reach 85 percent of the total funds available on each travel CLIN, the Contractor shall notify the Contracting Officer and the COR and any other Government official identified by the Contracting Officer. The notice shall state the estimated amount of additional funds required to continue performance for the period specified in the task order. The Contractor shall not exceed or incur costs that exceed the amount of funding stated on the task order with a reimbursable travel CLIN.

5.5. The Government is not obligated to reimburse the Contractor for otherwise reimbursable travel in excess of the funded amount stated in the task order with the reimbursable travel CLIN.

6.3 The Contractor is not obligated to continue performance of any reimbursable work under this Contract or otherwise incur costs for reimbursable travel in excess of the funded amount stated in the task order with the reimbursable travel CLIN unless the Contracting Officer notifies the Contractor in writing that the funded amount stated in the task order under the applicable reimbursable travel CLIN has been increased. In the event notification is made orally, such notification shall be followed up in writing within two working days.

6.4 No notice, communication, or representation from any person other than the Contracting Officer shall affect the Government’s obligation to reimburse the Contractor.

6.5 Change orders shall not be considered an authorization to exceed the funded amount stated in the task order under the reimbursable travel CLIN unless they contain a statement expressly increasing the funded amount of that reimbursable CLIN by a sufficient amount to cover the change order.

https://secureapp2.hqda.pentagon.mil/perdiem/�

6. Period of Performance.

Period Start Date End Date

Base Period 24 October 2011 23 October 2012 Option Period One 24 October 2012 23 October 2013

7. Deliverable/Delivery Schedule.

Deliverables and delivery schedules will be defined in each individual task statement of work. Examples of deliverables include, but are not limited to, evaluation reports, technical point papers, cost and time estimates, and CDRL comments and recommendations. Deliverables shall be submitted in Microsoft Word/Excel format via email or CD/DVD to the COR.

8. Government Furnished Equipment (GFE)/Government Furnished Information (GFI).

For meetings at the Washington Navy Yard/MSCHQ, MSC will provide conference rooms/working spaces as necessary to hold meetings and review sessions. General office supplies will also be provided as GFE.

The GFI materials will include ship system drawings, arrangement drawings, technical manuals of the existing MCS, technical manuals for the PCM software, and associated subsystems and documentation as needed by the Contractor for the completion of reviews and evaluations. All GFE/GFI will be available at time of Contract award.

9. Identification of Non-Disclosure Requirements.

A non-disclosure agreement concerning information gained or used during the process of this task must be initiated prior to the start date of the Contract. See Attachment 1. An agreement must be signed by any personnel who has access to sensitive business information and their employer (as applicable).

10. Organizational Conflict of Interest.

10.1. It is recognized by the parties hereto that the effort to be performed by the Contractor under this contract creates a potential organizational conflict of interest such as is contemplated by Federal Acquisition Regulation (FAR) 9.505. The Contractor will not engage in any contractual undertakings or other activities which could create an organizational conflict of interest with its position under this contract or which might impair its ability to render unbiased advice and recommendations. The Contractor may submit a request to the Contracting Officer to waive the Organizational Conflict of Interest clause or may submit a mitigation plan to the Contracting Officer for approval to allow participation in a related procurement or other activity. During the term of this contract, including any extensions by change order or supplemental agreement, the Contractor agrees that it will not provide services or other support as a prime Contractor, Subcontractor at any tier, or consultant to the Contractor for the design, manufacture, and replacement of the Main Reduction Gears (MRG) on all four T-AOE 6 Class ships (Contract N00033-12-D-8001) that is the subject of the services to be provided under this contract. Participation in any activities previously described, without express written approval from the MSC Contracting Officer may be grounds for termination of this contract.

10.2. For the purpose of this clause, the term “Contractor” means the Contractor, its subcontractors, subsidiaries, and affiliates, joint ventures involving the Contractor, any entity with which the Contractor may hereafter merge or affiliate, and any other successor of the Contractor.

10.3. Whenever performance of this Contract requires access to another Contractor’s proprietary information, the Contractor shall (i) enter into a written agreement with the other entities involved, as appropriate, in order to protect such proprietary information from unauthorized use or disclosure for as long as it remains proprietary; and (ii) refrain from using such proprietary information other than as agreed to, for example to provide assistance during technical evaluation of other Contractors' offers or products under this Contract. An executed copy of all proprietary information agreements by individual personnel or on a corporate basis shall be furnished to the Contracting Officer within fifteen (15) calendar days of execution.

10.4. In addition, the Contractor shall educate its employees, through appropriate means (such as formal training and promulgation of company policies and procedures) on the principles of FAR Subpart 9.5. Such education shall include, but not be limited to, training to ensure that employees refrain from using or disclosing proprietary information except as provided by executed agreement or as allowed by the Contract. Further, the Contractor shall obtain from each of its employees, whose anticipated responsibility in connection with the work under this Contract may be reasonably expected to involve access to such proprietary information, a written agreement, which, in substance, shall provide that such employee will not, during its employment by the Contractor, or thereafter, improperly disclose such data or information.

10.5. The Contractor shall hold the Government harmless and will indemnify the Government as to any cost/loss resulting from the unauthorized use or disclosure of any third-party proprietary information by its employees, the employees of subcontractors, or by its agents.

10.6. For breach of any of the above restrictions or for nondisclosure or misrepresentation of any relevant facts required to be disclosed concerning this Contract, the Government reserves the right to terminate this Contract for default, disqualify the Contractor for subsequent related Contractual efforts, and to pursue such other remedies as may be available under law. If in compliance with this clause, the Contractor discovers and promptly reports an organizational conflict of interest subsequent to Contract award, the Contracting Officer may choose to undertake termination of this Contract for convenience of the Government, when such termination is deemed to be in the best interest of the Government.

10.7. The Contractor will include the same provisions as are expressed in this clause, including this paragraph, in all subcontracts awarded for performance of any portion of this requirement. Subcontract restrictions will be limited, however, to the technical area(s) addressed in the specific statements of work in the Subcontractor’s given task orders. The Subcontractor shall not participate in any MSC contract in the applicable technical area(s) without written approval of the MSC Contracting Officer. This restriction is applicable throughout the period of performance of the subcontract, and any extensions thereof by change order or supplemental agreement. Use of a Subcontractor on this contract is not permitted without prior approval of the MSC Contracting Officer. When the provisions of this clause are included in a subcontract, the term "contracting officer" shall represent the head of the Contracts Office of the prime Contractor. Any deviations or less restrictive coverage deemed necessary or required by the prime Contractor for a particular subcontract must first be submitted to the Government Contracting Officer for approval. SubContractors, on a case-by-case basis, may make a request, through the prime Contractor, for a revision to the MSC OCI Clause restrictions outlined above.

11. Designation of Contracting Officer’s Representative (COR).

11.1. The Contracting Officer has designated the person named below as the authorized COR for this Contract:

NAME: Dave Lytkowski

CODE: N7

ADDRESS: 914 Charles Morris Court, SE, Washington Navy Yard, DC 20398

PHONE: (202) 685-5796

11.2. The COR is a representative of the Contracting Officer and is responsible for the following:

11.2.1. Providing technical direction.

11.2.2. Final inspection and acceptance of all deliverables under the Contract.

12. Authorized Changes Only by the Contracting Officer.

12.1. Except as specified in Paragraph 14.2 below, no order, statement, or conduct of Government personnel who visit the Contractor’s facilities or in any other manner communicates with Contractor personnel during the performance of this Contract shall constitute a change under the Changes clause of this Contract.

12.2. The Contractor shall not comply with any order, direction or request of Government personnel unless it is issued in writing and signed by the Contracting Officer, or is pursuant to specific authority otherwise included as a part of this Contract.

12.3. The Contracting Officer is the only person authorized to approve changes in any of the requirements of this Contract and notwithstanding provisions contained elsewhere in this Contract, said authority remains solely the Contracting Officer’s. In the event the Contractor effects any change at the direction of any person other than the Contracting Officer, the change will be considered to have been made without authority and no adjustment will be made in the Contract price to cover any increase incurred as a result thereof. The address and telephone number of the Contracting Officer is:

NAME: Stefani Nick ADDRESS: 914 Charles Morris Court, SE Washington Navy Yard, DC 20398

TELEPHONE: (202) 685-5962

13. Contractor Identification.

13.1. Contractor employees must be clearly identifiable while on Government property by wearing appropriate badges.

13.2. Contractor personnel and their subcontractors must identify themselves as Contractors or subcontractors during meetings, telephone conversations, in electronic messages, or correspondence related to this Contract.

13.3. Contractor-occupied facilities (on Department of the Navy or other Government installations) such as offices, separate rooms, or cubicles must be clearly identified with Contractor supplied signs, name plates or other identification, showing that these are work areas for Contractor or subcontractor personnel.

14. Key Personnel

14.1. General Provision. The Contractor shall assign to this Contract those individuals identified as key personnel in its offer. The following positions/individuals are considered as Key Personnel:

SUBJECT MATTER EXPERT GARY MOWERS

14.2. Owing to the nature of the services to be provided under this contract and the expertise required, substitutions will not be permitted.

15. List of Attachments.

Attachment 1: Non-Disclosure Requirements Attachment 2: Performance Assessment Plan (PAP)

ATTACHMENT 1

Non-Disclosure Agreement-Individual

Contract No. N00033-12-D-8001

In providing services to Military Sealift Command under Contract N00033-12-D-8001, I understand that I may have access to sensitive United States Government information. I understand that the unauthorized release of such information would be injurious to the interests of the United States. Additionally, I understand that access to this information is a privilege granted under a contractual agreement between my employer, ____________, and the Government, and is subject to all the terms and conditions of that agreement. I understand that this access may be withdrawn at any time. Violation of the terms of this Agreement may adversely affect my employer’s contract with the Government and may result in the termination of my employment under the contract. Furthermore, I understand that the unauthorized release of the information described above may subject me to criminal and civil penalties.

This is to certify that I understand the need for safeguarding any and all sensitive information that I will have access to, authorized or otherwise, in support of Contract N00033-12-D-8001. I acknowledge awareness of the sensitivity of such information and certify that I will protect the confidentiality of all such material in my possession or that I may be exposed to. I will not divulge, discuss or otherwise reveal information to anyone within _[name of employer]_ or any other entity, private or governmental, not authorized access to such information without the express written approval of the Contracting Officer.

I understand that I may have access to proprietary and sight sensitive information. I fully understand that such information must be protected in accordance with 41 U.S.C. Section 423 and 18 U.S. Code Section 1905. I agree:

To use any and all proprietary information to which I am given access ONLY for Government purposes under the referenced contract. I will not share the information with others unless I have received prior clearance from the Contracting Officer.

Not to use such information for any non-contractual purposes, including but not limited to, the preparation of bids or proposals, or the development or execution of other business or commercial ventures.

To store the information in such a manner as to prevent inadvertent disclosure or release to individuals who have not been authorized access to it.

In the event that I release any of the information described above or become aware that such information has been released, I agree to so notify the Contracting Officer as soon as practicable. The notification shall describe the circumstances and content of the release. I also agree to provide similar notification should any unauthorized governmental entity, business organization, or individual person request any of the information described above.

I understand that the terms of this Agreement shall not apply to information publicly disclosed by Military Sealift Command, information available to the general public through independent sources, information previously known to me, the release of which is not otherwise restricted, or information required to be publicly disclosed by law or a court of competent jurisdiction.

I agree that this obligation shall continue both during the period of my services and thereafter.

Each term of this Agreement is severable. If a court should find any provision of this Agreement to be unenforceable, all other terms shall remain in full force and effect.

Signature:___________________________

Printed Name:________________________

Company:___________________________

Date:_______________________________

Non-Disclosure Agreement-Corporate

Contract No. N00033-12-D-8001

In providing services to Military Sealift Command under Contract No. N00033-12-D-8001, __[Name of Contractor]__ understands that it may have access to sensitive United States Government information.

__[Name of Contractor]__ understands that the unauthorized release of such information would be injurious to the interests of the United States. Additionally, __[Name of Contractor]__ understands that access to this information is a privilege granted under Contract No N00033-12-D-8001 and that this access may be withdrawn at any time. Violation of the terms of this Agreement may constitute a breach of said Contract. Furthermore, the unauthorized release of the information described above may subject __[Name of Contractor]__ and its officers to criminal and civil penalties.

This is to certify that __[Name of Contractor]__ understands the need for safeguarding any and all sensitive information that it or its employees will have access to, authorized or otherwise, in support of Contract No. ______________. __[Name of Contractor]__ acknowledges awareness of the sensitivity of such information and certifies that it will protect the confidentiality of all such material in its possession or that it may be exposed to. __[Name of Contractor]__ will not divulge, discuss or otherwise reveal information to any other entity, private or governmental, not authorized access to such information without the express written approval of the Contracting Officer.

__[Name of Contractor]__ understands that it may have access to proprietary and sight sensitive information. __[Name of Contractor]__ fully understands that such information must be protected in accordance with 41 U.S.C. Section 423 and 18 U.S. Code Section 1905. __[Name of Contractor]__ agrees:

7.0 To use any and all proprietary information to which it is given access ONLY for Government purposes under the referenced contract. __[Name of Contractor]__ will not share the information with others unless it has received prior clearance from the Contracting Officer.

8.0 Not to use such information for any non-contractual purposes, including but not limited to, the preparation of bids or proposals, or the development or execution of other business or commercial ventures.

9.0 To store the information in such a manner as to prevent inadvertent disclosure or release to individuals who have not been authorized access to it.

In the event that __[Name of Contractor]__ releases any of the information described above or becomes aware that such information has been released, __[Name of Contractor]__ agrees to so notify the Contracting Officer as soon as practicable. The notification shall describe the circumstances and content of the release. __[Name of Contractor]__ also agrees to provide similar notification should any unauthorized governmental entity, business organization, or individual person request any of the information described above.

__[Name of Contractor]__ understands that the terms of this Agreement shall not apply to information publicly disclosed by Military Sealift Command, information available to the general public through independent sources, information previously known to it, the release of which is not otherwise restricted, or information required to be publicly disclosed by law or a court of competent jurisdiction.

__[Name of Contractor]__ agrees that this obligation shall continue both during the period of its services and thereafter.

Each term of this Agreement is severable. If a court should find any provision of this Agreement to be unenforceable, all other terms shall remain in full force and effect.

By my signature, below, I certify that I am authorized to enter the foregoing Agreement on behalf of __[Name of Contractor]__ and that said Agreement is binding upon the same.

Signature:_______________________

Printed Name:____________________

Title:___________________________

Date:____________________________

ATTACHMENT 2

MILITARY SEALIFT COMMAND

PERFORMANCE ASSESMENT PLAN (PAP)

T-AOE Class Main Reduction Gears (MRG) Design Subject Matter Expert (SME)

1.0 INTRODUCTION

This Performance Assessment Plan (PAP) has been developed to comply with the Federal Acquisition Regulation (FAR) Subpart 37.6 – Performance Based Contracting. FAR 37.602-2 states that agencies shall develop surveillance plans that recognize the responsibility of the contractor to carry out its quality obligations and shall contain measurable performance standards so that the Government receives the quality of the services called for in the contract.

This PAP is designed to define the performance management approach, define roles and responsibilities, define methodologies used to monitor and evaluate contractor’s performance and define the performance standards from which the contractor will be measured.

2.0 IDENTIFICATION OF WORK TO BE PERFORMED:

The contractor shall provide Military Sealift Command (MSC) the services of subject matter expert Mr. Gary Mowers to provide engineering and technical support for the design and manufacture of the Main Reduction Gears (MRG) on the T-AOE Class ships. Services provided will include evaluating the required design products submitted by MRG vendors and providing recommendations relating to these submittals.

3.0 PERFORMANCE MANAGEMENT APPROACH:

The contractor’s internal quality control system will set forth the staffing and procedures for self inspecting the quality, timeliness, customer satisfaction and other performance requirements in the PWS.

The purpose of the PAP is to provide guidelines and procedures by which the Contractor’s performance will be evaluated and assessed. The PAP is intended to be a “living” document that will be revised or modified as circumstances warrant, and is therefore provided for information only. The PAP is based on the premise that the Contractor is responsible for quality assurance in the performance of their work, but it is the Government’s responsibility to periodically ensure they are receiving the work that was contracted for.

4.0 ROLES AND RESPONSIBILITIES:

Contracting Officer: Responsible for monitoring contract compliance, performing contract administration and resolving any differences between the observations documented by the Contracting Officer’s Representative (COR) and the contractor’s performance.

Contracting Officer’s Representative (COR): The primary technically oriented representative assigned to monitor contract performance. The COR is responsible for providing technical direction to the contractor and will perform the final inspection and acceptance of all deliverables under the contract. The COR will also have the responsibility of performing periodic sampling and documenting customer feedback.

5.0 METHODOLOGIES TO MONITOR PERFORMANCE:

In an effort to minimize the contract administration burden, simplified methods of surveillance techniques shall be used by the Government to evaluate contractor performance. The primary methods of surveillance are Customer Input / Feedback. Customer feedback may be obtained either from the results of the formal customer satisfaction surveys (included in this PAP) or from random customer complaints.

Customer complaints, to be considered valid, must set forth in writing the detailed nature of the complaint, and must be certified by the COR. The complaint will then be forwarded to the Contracting Officer for review. If the Contracting Officer determines that the complaint is valid, the Contractor will be formally notified in writing. The Contractor will have 5 business days to formulate a response detailing the actions taken to remedy the complaint filed.

6.0 DOCUMENTATION

The COR shall maintain copies of all reports, evaluations, recommendations and any actions related to the Government’s performance of the performance assessment function in the COR file for this contract. All records shall be maintained for the life of this contract.

10.0 ATTACHMENTS

Attachment 1 – Required Performance Metrics Attachment 2 – Performance Evaluation Survey

ATTACHMENT 1

REQUIRED PERFORMANCE METRICS:

Task or Deliverable

Metric Type

Performance Standard*

Performance Indicator

Surveillance Method

Incentive (Negative)

Timeliness of Deliverables

Efficiency Deliverables shall be submitted in accordance with the delivery requirements required by the order.

100% of the reports are submitted on time.

COR Tracking / Customer Complaints

$250.00 for every five (5) business day late, up to a maximum of $2,000.00.

Notwithstanding the foregoing, the Contractor may be terminated for cause if deliverables are not provided by the due date.

Accuracy of Deliverables

Quality Reports and Other Deliverables are Correct when submitted.

No more than 4 Errors per Deliverable

COR Review for completion and accuracy

Deliverables received that have more than four (4) errors will result in rejection of the deliverable as incomplete and returned to the Contractor. MSC shall not inspect the entire deliverable, rather MSC shall identify, if present, the first four errors and return the deliverable to the Contractor. Each time the deliverable is returned, $200.00 for each instance in which a deliverable is determined to be incomplete, up to a maximum of $2,000.00. Notwithstanding the foregoing, the Contractor may be terminated for cause if deliverables are not provided by the due date.

*Note: Reports are not counted as late when, on a case by case basis, the COR approves later report submission

ATTACHMENT 2

CONTRACTOR PERFORMANCE EVALUATION SURVEY (TO BE COMPLETED BY COR)

SERVICE (Please include a description of the service being provided):

SURVEY PERIOD:

Please provide ratings and comments regarding the Contractor’s performance in each area below using the following ratings:

SATISFACTORY UNSATISFACTORY

OVERALL RATING

Please provide an overall rating of the contractor’s performance:

a.) Quality of Product or Service:

b.) Timeliness (Deliverables were met in accordance with the contract schedule):

c.) Customer Satisfaction

ADDITIONAL COMMENTS:

Signed: __________________________________ Contracting Officer’s Representative

CLAUSES INCORPORATED BY FULL TEXT

52.252-2 CLAUSES INCORPORATED BY REFERENCE (FEB 1998)

This contract incorporates one or more clauses by reference, with the same force and effect as if they were given in full text. Upon request, the Contracting Officer will make their full text available. Also, the full text of a clause may be accessed electronically at this/these address(es):

https://www.acquisition.far.gov

(End of clause)

CLAUSES INCORPORATED BY REFERENCE

52.227-14 Rights in Data--General DEC 2007 252.204-7000 Disclosure Of Information DEC 1991 252.204-7003 Control Of Government Personnel Work Product APR 1992

CLAUSES INCORPORATED BY FULL TEXT

52.212-4 CONTRACT TERMS AND CONDITIONS-- COMMERCIAL ITEMS (JUN 2010)

(a) Inspection/Acceptance. The Contractor shall only tender for acceptance those items that conform to the requirements of this contract. The Government reserves the right to inspect or test any supplies or services that have been tendered for acceptance. The Government may require repair or replacement of nonconforming supplies or reperformance of nonconforming services at no increase in contract price. If repair/replacement or reperformance will not correct the defects or is not possible, the Government may seek an equitable price reduction or adequate consideration for acceptance of nonconforming supplies or services. The Government must exercise its post-acceptance rights (1) within a reasonable time after the defect was discovered or should have been discovered; and

(2) before any substantial change occurs in the condition of the item, unless the change is due to the defect in the item.

(b) Assignment. The Contractor or its assignee may assign its rights to receive payment due as a result of performance of this contract to a bank, trust company, or other financing institution, including any Federal lending agency in accordance with the Assignment of Claims Act (31 U.S.C. 3727). However, when a third party makes payment (e.g., use of the Governmentwide commercial purchase card), the Contractor may not assign its rights to receive payment under this contract.

(c) Changes. Changes in the terms and conditions of this contract may be made only by written agreement of the parties.

(d) Disputes. This contract is subject to the Contract Disputes Act of 1978, as amended (41 U.S.C. 601-613). Failure of the parties to this contract to reach agreement on any request for equitable adjustment, claim, appeal or action arising under or relating to this contract shall be a dispute to be resolved in accordance with the clause at FAR 52.233-1, Disputes, which is incorporated herein by reference. The Contractor shall proceed diligently with performance of this contract, pending final resolution of any dispute arising under the contract.

(e) Definitions. The clause at FAR 52.202-1, Definitions, is incorporated herein by reference.

(f) Excusable delays. The Contractor shall be liable for default unless nonperformance is caused by an occurrence beyond the reasonable control of the Contractor and without its fault or negligence such as, acts of God or the public enemy, acts of the Government in either its sovereign or contractual capacity, fires, floods, epidemics, quarantine restrictions, strikes, unusually severe weather, and delays of common carriers. The Contractor shall notify the Contracting Officer in writing as soon as it is reasonably possible after the commencement or any excusable delay, setting forth the full particulars in connection therewith, shall remedy such occurrence with all reasonable dispatch and shall promptly give written notice to the Contracting Officer of the cessation of such occurrence.

(g) Invoice.

(1) The Contractor shall submit an original invoice and three copies (or electronic invoice, if authorized) to the address designated in the contract to receive invoices. An invoice must include--

(i) Name and address of the Contractor;

(ii) Invoice date and number;

(iii) Contract number, contract line item number and, if applicable, the order number;

(iv) Description, quantity, unit of measure, unit price and extended price of the items delivered;

(v) Shipping number and date of shipment, including the bill of lading number and weight of shipment if shipped on Government bill of lading;

(vi) Terms of any discount for prompt payment offered;

(vii) Name and address of official to whom payment is to be sent;

(viii) Name, title, and phone number of person to notify in event of defective invoice; and

(ix) Taxpayer Identification Number (TIN). The Contractor shall include its TIN on the invoice only if required elsewhere in this contract.

(x) Electronic funds transfer (EFT) banking information.

(A) The Contractor shall include EFT banking information on the invoice only if required elsewhere in this contract.

(B) If EFT banking information is not required to be on the invoice, in order for the invoice to be a proper invoice, the Contractor shall have submitted correct EFT banking information in accordance with the applicable solicitation provision, contract clause (e.g., 52.232-33, Payment by Electronic Funds Transfer--Central Contractor Registration, or 52.232-34, Payment by Electronic Funds Transfer--Other Than Central Contractor Registration), or applicable agency procedures.

(C) EFT banking information is not required if the Government waived the requirement to pay by EFT.

(2) Invoices will be handled in accordance with the Prompt Payment Act (31 U.S.C. 3903) and Office of Management and Budget (OMB) prompt payment regulations at 5 CFR part 1315.

(h) Patent indemnity. The Contractor shall indemnify the Government and its officers, employees and agents against liability, including costs, for actual or alleged direct or contributory infringement of, or inducement to infringe, any United States or foreign patent, trademark or copyright, arising out of the performance of this contract, provided the Contractor is reasonably notified of such claims and proceedings.

(i) Payment.--

(1) Items accepted. Payment shall be made for items accepted by the Government that have been delivered to the delivery destinations set forth in this contract.

(2) Prompt payment. The Government will make payment in accordance with the Prompt Payment Act (31 U.S.C.

3903) and prompt payment regulations at 5 CFR part 1315.

(3) Electronic Funds Transfer (EFT). If the Government makes payment by EFT, see 52.212-5(b) for the appropriate EFT clause.

(4) Discount. In connection with any discount offered for early payment, time shall be computed from the date of the invoice. For the purpose of computing the discount earned, payment shall be considered to have been made on the date which appears on the payment check or the specified payment date if an electronic funds transfer payment is made.

(5) Overpayments. If the Contractor becomes aware of a duplicate contract financing or invoice payment or that the Government has otherwise overpaid on a contract financing or invoice payment, the Contractor shall--

(i) Remit the overpayment amount to the payment office cited in the contract along with a description of the overpayment including the--

(A) Circumstances of the overpayment (e.g., duplicate payment, erroneous payment, liquidation errors, date(s) of overpayment);

(B) Affected contract number and delivery order number, if applicable;

(C) Affected contract line item or subline item, if applicable; and

(D) Contractor point of contact.

(ii) Provide a copy of the remittance and supporting documentation to the Contracting Officer.

(6) Interest.

(i) All amounts that become payable by the Contractor to the Government under this contract shall bear simple interest from the date due until paid unless paid within 30 days of becoming due. The interest rate shall be the interest rate established by the Secretary of the Treasury as provided in Section 611 of the Contract Disputes Act of 1978 (Public Law 95-563), which is applicable to the period in which the amount becomes due, as provided in (i)(6)(v) of this clause, and then at the rate applicable for each six-month period as fixed by the Secretary until the amount is paid.

(ii) The Government may issue a demand for payment to the Contractor upon finding a debt is due under the contract.

(iii) Final decisions. The Contracting Officer will issue a final decision as required by 33.211 if--

(A) The Contracting Officer and the Contractor are unable to reach agreement on the existence or amount of a debt within 30 days;

(B) The Contractor fails to liquidate a debt previously demanded by the Contracting Officer within the timeline specified in the demand for payment unless the amounts were not repaid because the Contractor has requested an installment payment agreement; or

(C) The Contractor requests a deferment of collection on a debt previously demanded by the Contracting Officer (see 32.607-2).

(iv) If a demand for payment was previously issued for the debt, the demand for payment included in the final decision shall identify the same due date as the original demand for payment.

(v) Amounts shall be due at the earliest of the following dates:

(A) The date fixed under this contract.

(B) The date of the first written demand for payment, including any demand for payment resulting from a default termination.

(vi) The interest charge shall be computed for the actual number of calendar days involved beginning on the due date and ending on--

(A) The date on which the designated office receives payment from the Contractor;

(B) The date of issuance of a Government check to the Contractor from which an amount otherwise payable has been withheld as a credit against the contract debt; or

(C) The date on which an amount withheld and applied to the contract debt would otherwise have become payable to the Contractor.

(vii) The interest charge made under this clause may be reduced under the procedures prescribed in 32.608-2 of the Federal Acquisition Regulation in effect on the date of this contract.

(j) Risk of loss. Unless the contract specifically provides otherwise, risk of loss or damage to the supplies provided under this contract shall remain with the Contractor until, and shall pass to the Government upon:

(1) Delivery of the supplies to a carrier, if transportation is f.o.b. origin; or

(2) Delivery of the supplies to the Government at the destination specified in the contract, if transportation is f.o.b.

destination.

(k) Taxes. The contract price includes all applicable Federal, State, and local taxes and duties.

(l) Termination for the Government's convenience. The Government reserves the right to terminate this contract, or any part hereof, for its sole convenience. In the event of such termination, the Contractor shall immediately stop all work hereunder and shall immediately cause any and all of its suppliers and subcontractors to cease work. Subject to the terms of this contract, the Contractor shall be paid a percentage of the contract price reflecting the percentage of the work performed prior to the notice of termination, plus reasonable charges the Contractor can demonstrate to the satisfaction of the Government using its standard record keeping system, have resulted from the termination. The Contractor shall not be required to comply with the cost accounting standards or contract cost principles for this purpose. This paragraph does not give the Government any right to audit the Contractor's records. The Contractor shall not be paid for any work performed or costs incurred which reasonably could have been avoided.

(m) Termination for cause. The Government may terminate this contract, or any part hereof, for cause in the event of any default by the Contractor, or if the Contractor fails to comply with any contract terms and conditions, or fails to provide the Government, upon request, with adequate assurances of future performance. In the event of termination for cause, the Government shall not be liable to the Contractor for any amount for supplies or services not accepted, and the Contractor shall be liable to the Government for any and all rights and remedies provided by law. If it is determined that the Government improperly terminated this contract for default, such termination shall be deemed a termination for convenience.

(n) Title. Unless specified elsewhere in this contract, title to items furnished under this contract shall pass to the Government upon acceptance, regardless of when or where the Government takes physical possession.

(o) Warranty. The Contractor warrants and implies that the items delivered hereunder are merchantable and fit for use for the particular purpose described in this contract.

(p) Limitation of liability. Except as otherwise provided by an express warranty, the Contractor will not be liable to the Government for consequential damages resulting from any defect or deficiencies in accepted items.

(q) Other compliances. The Contractor shall comply with all applicable Federal, State and local laws, executive orders, rules and regulations applicable to its performance under this contract.

(r) Compliance with laws unique to Government contracts. The Contractor agrees to comply with 31 U.S.C. 1352 relating to limitations on the use of appropriated funds to influence certain Federal contracts; 18 U.S.C. 431 relating to officials not to benefit; 40 U.S.C. 3701, et seq., Contract Work Hours and Safety Standards Act; 41 U.S.C. 51-58, Anti-Kickback Act of 1986; 41 U.S.C. 265 and 10 U.S.C. 2409 relating to whistleblower protections; 49 U.S.C.

40118, Fly American; and 41 U.S.C. 423 relating to procurement integrity.

(s) Order of precedence. Any inconsistencies in this solicitation or contract shall be resolved by giving precedence in the following order: (1) the schedule of supplies/services; (2) the Assignments, Disputes, Payments, Invoice, Other Compliances, and Compliance with Laws Unique to Government Contracts paragraphs of this clause; (3) the clause at 52.212-5; (4) addenda to this solicitation or contract, including any license agreements for computer software; (5) solicitation provisions if this is a solicitation; (6) other paragraphs of this clause; (7) the Standard Form 1449; (8) other documents, exhibits, and attachments; and (9) the specification.

(t) Central Contractor Registration (CCR). (1) Unless exempted by an addendum to this contract, the Contractor is responsible during performance and through final payment of any contract for the accuracy and completeness of the data within the CCR database, and for any liability resulting from the Government's reliance on inaccurate or incomplete data. To remain registered in the CCR database after the initial registration, the Contractor is required to review and update on an annual basis from the date of initial registration or subsequent updates its information in the CCR database to ensure it is current, accurate and complete. Updating information in the CCR does not alter the terms and conditions of this contract and is not a substitute for a properly executed contractual document.

(2)(i) If a Contractor has legally changed its business name, “doing business as” name, or division name (whichever is shown on the contract), or has transferred the assets used in performing the contract, but has not completed the necessary requirements regarding…