N00033-10-R-8009.doc

Section SF 1449 - CONTINUATION SHEET

Base Period Labor

FFP

FOB: Destination

NET AMT

Base Period ODC

NET AMT

Base Period Travel

NET AMT

Option 1 Labor

NET AMT

Option 1 ODC

NET AMT

Option 1 Travel

NET AMT

Option 2 Labor

NET AMT

Option 2 ODC

NET AMT

Option 2 Travel

NET AMT

Option 3 Labor

NET AMT

Option 3 ODC

NET AMT

Option 3 Travel

NET AMT

Option 4 Labor

NET AMT

Option 4 ODC

NET AMT

Option 4 Travel

NET AMT

PERFORMANCE WORK STATEMENT

Performance Work Statement (PWS)

1. Background:

1.1. MSC owns and operates approximately 125 ships, including steam turbine, gas turbine, and diesel engine propelled vessels. These vessels fulfill such varied missions as underway replenishment, oceanographic research, cable repair, and dry and refrigerated cargo support. The MSC N7 Division is responsible for aspects of ship maintenance, repair, alteration and material readiness for the MSC fleet. Throughout the period of performance of this contract, new ships will be introduced into the MSC fleet, ships will undergo life extensions, and ships will be retired from service life.

1.2. The MSC Engineering Directorate has five divisions: N71 (Maintenance Management), N72 (Technical Division), N73 (Policy and Regulatory Compliance), N74 (Fleet Recapitalization), and N75 (Field Activity). With the exception of N75 in Norfolk, VA, all of the divisions are located in Washington, DC.

1.3. Military Sealift Command (MSC) N7 Engineering Field Support Division is required to provide new and revised engineering drawings for ships of the fleet. MSC requires contracted expert survey, drafting, and production drawing support to fulfill its commitments in a timely manner. These new and revised drawings, diagrams, and sketches are required to be drawn in an electronic format and plotted in full size and color. Drawing reproduction and conversion services are also required.

2. Scope of Work:

2.1. This contract will provide non-personal services to Military Sealift Command N7 Engineering Directorate to provide engineering analysis, ship checks, engineering system design, and professional AutoCAD drafting in order to develop and revise engineering drawings. The Contractor shall accurately prepare AutoCAD drawings for the designated systems in accordance with the standard drawings provided as Government Furnished Information (GFI) and listed in Section 12.2 of this PWS. The Contractor may be required to perform surveys, ship checks, and analyze as built drawings, red line mark ups, work packages and other correspondence in order to develop or revise drawings for various engineering disciplines, including, but not limited to, marine engineering, mechanical engineering, electrical engineering, electronics engineering, and naval architecture. MSC manuals that are predominantly composed of drawings such as Engineering Operating Manuals and Damage Control Books shall be updated under this contract.

3. Specific Tasks:

The Contractor shall create or revise engineering drawings to accurately reflect the ship’s system/equipment. All drawings shall be accurately prepared and submitted in accordance with the Government Furnished Information (GFI) references outlined in Paragraph 12 of the PWS.

3.1. Create New Engineering Drawings. The Contractor shall develop new engineering drawings as described in the Task Order (TO). The Contractor may be required to perform a ship check survey to develop sketches and notes for the new drawing as well as consult existing engineering drawings, technical data, work packages, technical manuals and other correspondence as required. The Contractor shall provide the Technical Point of Contact (TPOC) a complete copy of all ship check notes, sketches, photos, and draft drawings for quality assurance comparison of the final drawing.

3.2. Revise Existing Engineering Drawings. The Contractor shall revise engineering drawings as described in the TO. The TPOC will provide a PDF, AutoCAD, or paper copy of the drawings to be revised. The Contractor may be required to perform a ship check survey to develop a mark-up of the original drawing, sketches, and/or notes as well as consult existing engineering drawings, technical data, work packages, technical manuals, and other correspondence as required. The Contractor shall provide the TPOC a complete copy of all ship check notes, sketches, and mark-up drawings, photos, and/or draft drawings for quality assurance comparison of the final drawing.

3.3. Drawing Conversions. The Contractor shall provide services for conversion of drawings from hard copy to electronic AutoCAD format and/or PDF format as required by the TO. Drawing conversion shall also include conversion from raster drawings to vector drawings as well as other document formats (PDF to Excel, PDF to Word, etc). Specifically, the Contractor shall have the capability to electronically convert PDF drawings to AutoCAD and/or a hybrid of the two formats as required by the TO. The Contractor shall accurately produce, reproduce, or modify for production the drawings to scale.

4. Other Requirements:

4.1. Ship Check Survey. The Contractor shall have the manpower capability to perform at least three (3) separate ship check surveys simultaneously, covering all the necessary technical areas of expertise. Contractor travel for ship checks must be approved by Military Sealift Command’s TPOC. Approved Contractor travel will be reimbursable in accordance with DOD Joint Travel Regulations.

4.2. The Contractor shall be responsible for pick up and delivery of documentation and technical references at MSC N7 offices at Camp Pendleton, Virginia Beach, VA and/or Naval Base Norfolk, VA at the Contractor’s expense.

4.3. Meetings shall be held in the Hampton Roads area at the Government’s facility located at Camp Pendleton, Virginia Beach or Norfolk Naval Base, Norfolk, Virginia. Location and type of meeting is at the discretion of the MSC TPOC. Travel to and from meetings is at the Contractor’s expense. MSC estimates 8-10 meetings of this type will occur per Contract year. In the event that meetings are required to take place at locations other than those specified above, Contractor travel will be reimbursed in accordance with Section 13 below.

4.4. Regulatory Body Approvals. Drawings may require submission to the US Coast Guard (USCG) and American Bureau of Shipping (ABS) for acceptance and approval, as indicated by the TO. The TPOC will alert ABS that drawings will be submitted for approval, and the Contractor will submit the drawings directly to ABS. The Contractor is responsible for all corrections and revisions required to meet USCG and ABS final approval. The Contractor will not be responsible for the cost of the ABS review/approval process.

4.4.1. Costs for Regulatory Body Approval will be reimbursed in accordance with the Other Direct Costs Reimbursement Section in this PWS.

4.4.2. The Contractor shall maintain contact with ABS throughout the review process, and notify the TPOC of any potential delays. The Contractor shall make every effort to provide ABS approved final deliverables to the TPOC not later than the deliverable schedule indicated in the task order; however, the Contractor will not be held responsible for documented ABS review delay.

5. Place of Performance:

5.1. Work will be performed at the Contractor’s facility and ship checks worldwide.

5.2. Contractor travel required for ship checks shall be approved by MSC’s N7 COR. Travel required for ship checks shall be reimbursed in accordance with the Reimbursement of Travel Section in this PWS.

6. Period of Performance:

Base Year: 01 October 2010 to 30 September 2011.

Option Year 1: 01 October 2011 to 30 September 2012.

Option Year 2: 01 October 2012 to 30 September 2013.

Option Year 3: 01 October 2013 to 30 September 2014.

Option Year 4: 01 October 2014 to 30 September 2015.

7. Contract Type:

7.1. This will be a firm fixed-price, indefinite delivery-indefinite quantity type Contract with reimbursable costs for actual travel and ODC expenses. Under this type of Contract, no work may be performed until directed by Task Order.

7.2. Minimum and Maximum Quantities.

a) As referred to in paragraph (b) of the "Indefinite Quantity" clause of this Contract, the Contract's total minimum guaranteed quantity is $25,000.00 in orders to be placed during the Contract’s base year. The Contract's maximum quantity shall be the total estimated labor hours multiplied by the Contractor’s proposed hourly rates, plus an additional 10%. This calculation applies to each period of performance of the Contract. This maximum amount is not to be exceeded without prior approval of the Contracting Officer. Reimbursable amounts shall not count against the maximum order quantity.

b) 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.

8. Contract Deliverables:

8.1. Kick-Off Meeting: A contract kick-off meeting will be held within two (2) business days after award.

8.1.1. Contact the COR and arrange a mutually agreeable time and place to meet for the purpose of discussing the requirements and details of the work. The specifications detailed in Section 4.3 above are applicable to the kick-off meeting.

8.1.2. Create a set of meeting minutes, to be signed by both the COR and the Contractor's TPOC, reflecting all matters discussed during the kick-off meeting. Meeting minutes shall be provided to the COR within three (3) days after conclusion of the kick-off meeting.

8.2. Tasking Spreadsheet: The Contractor shall provide a task tracking spreadsheet in Excel 2003 format listing each TO and the associated deliverables. The spreadsheet shall be updated every two weeks and sent to the MSC Contract Officer Representative (COR) and designated TPOC via e-mail. The task tracking spreadsheet shall also be updated upon completion of each task. The spreadsheet shall, at a minimum, list the date of each TO, the MSC N7 POC issuing the TO, a description of each TO, and the percentage of each requirement completed under each TO.

9. Task Deliverables :

9.1. Deliverables and delivery schedules will be defined in each individual task Statement of Work. Examples of deliverables include, but are not limited to, the following:

9.1.1. Ship Check Data: Hard copy and electronic copies of ship check survey notes, drawing mark-ups, draft drawings, photos, and sketches. All CD/DVD(s) shall be labeled, at a minimum, with the date of each TO, title of task, name of the N7 POC issuing the task, and list of documents on CD/DVD (include drawing numbers and technical manual numbers).

9.1.2. Drawings: Drawings shall be submitted in both hard copy and electronic format. Contractor shall provide one (1) full size hard copy, one (1) copy in AutoCAD 2004 and one (1) copy in PDF (Version 6 or newer) on CD/DVD(s). All CD/DVD(s) shall be labeled, at a minimum, with the date of each TO, title of task, name of the N7 POC issuing the task, and list of documents on CD/DVD (include drawing numbers and technical manual numbers).

9.1.3. Regulatory Body Approval: The Contractor shall provide Regulatory body review and approval, as required. The Contractor shall provide one (1) full size hard copy, one (1) AutoCAD copy, and one (1) PDF copy of each deliverable, including USCG and/or ABS stamp and/or letter certifying approval, if required, on CD/DVD. All CD/DVD(s) shall be labeled, at a minimum, with the date of each TO, title of task, name of the N7 POC issuing the task, and list of documents on CD/DVD (include drawing numbers and technical manual numbers).

11. Performance Standards:

11.1 This is a Performance Based Contract in accordance with FAR 37.6. The PWS provides specific requirements to accomplish the work. The Contractor shall be evaluated on its ability to provide quality deliverables in an efficient manner. The Government shall monitor the Contractor’s performance under this contract using the Performance Assessment Plan (PAP) developed by the Government (Attachment 1).

12. Government Furnished Information (GFI):

12.1 MSC N7 TPOC will provide drawings and technical manuals when available and as required.

12.2 MSC Technical Library will provide the following standard references after award:

a. MSC Standard Drawing 803-7079667 (latest revision); Preparation of Selected Record Drawings (SRDs) for USNS Ships

b. MSC Standard Drawing 803-7081122 (latest revision); Military Sealift Command General Technical Requirements (GTRs)

c. MSC Standard Drawing 803-7080803 (latest revision); Preparation of Computer Aided Design (CAD) Drawings for USNS Ships

13. Reimbursement of Travel:

a.

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 (3) days in advance, when possible. The travel request shall include as a minimum, the following:

1.

Contract number

2.

Date, time, and place of proposed travel

3.

Purpose of travel and how it relates to the contract

4.

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

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.

b.

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.

c.

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 quoted 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.

d.

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.

e.

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.

f.

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.

g.

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

h. 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.

14. Other Direct Costs (ODC) Reimbursement:

a. In the event that additional or specialized equipment, services and/or supplies are required, the Government will reimburse the Contractor only for the actual price paid for such equipment, supplies and services that are expressly identified as an ODC under the task order issued. Task orders that anticipate the need for ODC’s will include an ODC CLIN.

b. “Actual price" paid by the Contractor for such equipment, supplies and services includes tax paid, if any, and reduced by any and all credits and rebates, whether accrued or realized, associated with the supplies and services provided. “Actual price” does not include material handling charges, overhead, general and administrative costs, profit, or any other indirect cost that is in any way associated with the Contractor’s purchase or provision of such supplies and services. The parties expressly agree that the offered and accepted daily rate includes all costs incurred or paid by the Contractor, including but not limited to material handling charges, overhead, general and administrative costs, or profit, that are in any way associated with the Contractor’s purchase or provision of such supplies and services.

c. To be eligible to receive reimbursement for equipment, services and supplies identified in a task order as an ODC and obtained in support of this contract, the Contractor must obtain at least three quotes for each transaction in excess of $2,500 to ensure that adequate price competition was sought or the Contractor must provide an acceptable justification as to why it was impracticable to do so. The Contractor shall provide this documentation to the Contracting Officer for approval in accordance with FAR 52.244-2 (Subcontracts), or as directed by the Contracting Officer, prior to obtaining these services and supplies. The Contractor shall maintain documentation of all reimbursable purchases until three years after the contract is completed and shall provide access to and copies of such documentation when requested by the Contracting Officer.

d. The Contracting Officer may reduce the reimbursement by any amount above that which the Contracting Officer finds, in his/her sole discretion, is greater than that which is fair and reasonable for the supplies or services provided, giving due consideration to the facts and circumstances prevailing at the time that the Contractor procured the supplies and services. Disputes as to the amount by which any reimbursement is reduced shall be resolved in accordance with the “Disputes” clause of the contract. It shall be the Contractor’s burden to demonstrate that the price it paid for reimbursable supplies and services was fair and reasonable.

e. When the Contractor expects total funding expended for ODC’s to reach 85 percent of the total funds available on each ODC 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 Schedule. The Contractor shall not exceed or incur costs that exceed the amount of funding stated on each ODC CLIN at the time a reimbursable item is ordered.

f. The Government is not obligated to reimburse the Contractor for ODC’s in excess of the funded amount stated in the Schedule under each Reimbursable CLIN.

g. The Contractor is not obligated to continue performance of any ODC work under this Contract or otherwise incur costs for ODC’s in excess of the funded amount stated in the Schedule under each ODC CLIN unless the Contracting Officer notifies the contractor that the funded amount stated in the Schedule under the applicable ODC CLIN has been increased. Notification shall be in writing. In the event notification is made orally, such notification shall be followed up in writing within two working days.

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

i. Change orders shall not be considered an authorization to exceed the funded amount stated in the Schedule under the ODC CLIN unless they contain a statement expressly increasing the funded amount of the ODC CLIN by a sufficient amount to cover the change order.

15. Ordering Procedures. After Contract award, individual task orders will be issued as necessary to support Contract requirements. The Contractor will be sent a Statement of Work (SOW) for services to be performed. In response to the SOW, the Contractor shall provide a firm fixed price to complete the requirements. This firm fixed price shall include all labor. The prices for labor shall be in accordance with the labor rates established in the Contract. Travel and ODCs shall be priced separately under each task order and will be reimbursed in accordance with the Contract. The Contractor shall respond to each RFQ within the time established by the Government for response (will vary on an Order by Order bases but is typically five business days after receipt of the SOW) with an estimate that identifies the number of labor hours, travel, and ODCs required to complete the requirements. MSCHQ Contracting personnel will notify the Contractor of the acceptance/rejection of the estimate. The Contractor will be directed to commence work via a TO sent from the Contracting Officer or Contract Specialist. The Contractor shall provide notice of acceptance of the TO by either commencing work or signing the SF 1449 and returning it to the Contracting Officer or Contract Specialist.

Electronic mail and facsimile are acceptable forms of transmission for all Orders, Modifications, and correspondence issued under this contract. Orders may be issued orally by the Contracting Officer; however, orally issued orders will be followed up with a written order within three business days.

16. Personnel.

16.1 Key Personnel. The program manager; senior engineer, and engineer are key personnel.

16.1.1 The Contractor shall designate an individual as the program manager with complete authority to make decisions on all technical matters connected with this contract. The program manager shall meet the following minimum qualifications: (1) a minimum of 20 years of marine engineering experience; (2) six years of experience in maritime project management or program planning; and (3) Project Management Professional (PMP) certification.

16.1.2 The Contractor shall designate an individual as the senior engineer on this contract. The senior engineer shall meet the following minimum qualifications: (1) at least 15 years of marine engineering experience; (2) six years of experience in the operation, maintenance, test and evaluation of naval or commercial ship systems or equipment, industrial/commercial shore based systems, or equipment within a particular trade area (electrical, electronics, mechanical, structural weapons, etc.); and (3) four years of specialized experience in the maintenance and repair of ocean-going vessels that demonstrates an ability to survey and inspect such vessels for the purpose of classification, appraisal, determination of equipment installed, and system engineering design.

16.1.3 The Contractor shall designate an individual as the engineer on this contract. The engineer shall meet the following minimum qualifications: (1) 12 years of marine engineering experience; (2) six years of experience in the operation, maintenance, test and evaluation of naval or commercial ship systems or equipment, industrial/commercial shore based systems, or equipment within a particular trade area (electrical, electronics, mechanical, structural weapons, etc.); and (3) four years of specialized experience in the maintenance and repair of ocean-going vessels that demonstrates an ability to survey and inspect such vessels for the purposes of classification, apprasial, determination of equipment installed and system engineering design.

16.2 Other Personnel. The minimum qualifications for non-key personnel labor categories are as follows:

16.2.1 Designer. Minimum of ten years experience as designer in the preparation of construction and as built drawings. Certified AutoCAD 2004 Drafter III, equivalent or greater.

16.2.2 CAD/Drafter/Jr. Designer. Four years experience as a technical drafter involved in the preparation of construction and as built drawings. Certified AutoCAD 2004 Drafter III, equivalent or greater. Drafter III qualifications require either AutoCAD or American Design Drafting Association (ADDA) Drafter certification.

16.2.3 Technical Editor. No specific requirements.

16.2.4 Admin./Clerk. No specific requirements.

16.3 General Provision. The Contractor agrees to assign to this contract the persons whose resumes are submitted with its proposal and who have been identified in the Contractor's proposal as key personnel. No substitutions shall be made except in accordance with this clause. The following positions/individuals are considered as Key Personnel:

Position

Employee

Program Manager

To be identified at award.

Senior Engineer

Engineer

THE OFFEROR CAN ELECT TO PROVIDE ADDITIONAL POSITIONS/PERSONNEL AS KEY. THESE WILL BE IDENTIFIED AT AWARD.

16.4 Guidance on Substitutions. The Contractor agrees that during the first ninety (90) days of the contract performance period, no key personnel substitutions will be permitted unless such substitutions are necessitated by an individual’s illness, death, or termination of employment. In any of these events, the Contractor shall promptly notify the Contracting officer and provide the information required below. After the initial ninety (90) day period, all substitution proposals must be submitted, in writing, at least ten (10) days in advance of the proposed substitution to the Contracting Officer, and provide information required below.

16.5 Requests for Substitution. All requests for substitutions must provide detailed explanations of the circumstances necessitating the proposed substitutions, a complete resume for the proposed substitute, and any other information requested by the Contracting Officer needed by him to approve or disapprove the proposed substitution. All proposed substitutes must have qualifications that are at least the equivalent of the qualifications of the person to be replaced. The Contracting Officer or his authorized representative will evaluate such requests and promptly notify the Contractor of his approval or disapproval thereof.

17. Other Pertinent Information, Guidelines, and Assumptions:

17.1 Identification of Non-Disclosure Requirements: The Contractor will be required to work with business sensitive information in the performance of this PWS. No sensitive or proprietary information of, or in the possession of the Military Sealift Command or any of its operating units, will be disclosed without the written consent of the Contracting Officer. A non-disclosure agreement concerning information gained or used during performing under this contract must be initiated prior to the start of the contract. The agreement must be signed by any personnel who have access to sensitive business information and their employer. The required non-disclosure agreements are included as Attachment 2.

17.2 Security Requirements:

17.2.1 The Contractor shall comply with all applicable public laws, government regulations, and command procedures regarding privacy.

17.2.2 All personnel performing work under this Contract shall be United States citizens.

17.3 Contractor Identification:

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

17.3.2 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.

17.3.3 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.

17.4 Data Rights

a) All work performed by the Contractor under the Contract shall become the exclusive property of MSC in which the Government shall have unlimited rights. The Contractor shall not deliver or otherwise provide to the Government technical data or computer software, to include the deliverables under the Contract, with restrictions, including those as to use, modification, reproduction, and transfer, or with restrictive markings.

b) At any and all times, the Contractor agrees to promptly provide to the Government at no additional cost such documents, codes or other materials and information that are necessary to permit the Government's full enjoyment of its rights in the deliverables as described above.

17.5 Designation of Contracting Officer’s Representative (COR)

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

NAME:

To Be Provided at Award

CODE:

ADDRESS:

PHONE:

FAX:

17.5.2 The COR will represent the Contracting Officer in the administration of technical details within the scope of this contract and will perform inspection and acceptance of all deliverables. The COR is not otherwise authorized to make any representations or commitments of any kind on behalf of the Contracting Officer or the Government. The COR does not have the authority to alter the Contractor's obligations or change the specifications in the contract or issue Task Orders. If, as a result of technical discussions, it is desirable to alter contract obligations or statements of work, a modification must be issued in writing and signed by the Contracting Officer. The COR is responsible for reviewing the invoices submitted by the Contractor and informing the Contracting Officer of areas where exceptions are to be taken. The COR authority is nondelegable. The COR may be personally liable for unauthorized acts.

17.6 Authorized Changes Only by the Contracting Officer:

17.6.1 Except as specified in paragraph (b) 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.

17.6.2 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.

17.6.3 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:

Richard Lee Anderson

ADDRESS:

914 Charles Morris Court, SE

Washington Navy Yard, DC 20398

TELEPHONE:

(202) 685-5947

18. List of Exhibits/Attachments:

a) Exhibit 1: Past Performance Data

b) Exhibit 2: Past Performance Questionnaire

c) Exhibit 3: Sample Task

d) Attachment 1: Performance Assessment Plan (PAP)

e) Attachment 2: Non-Disclosure Agreements

f) Attachment 3: Pricing Spreadsheet

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):

www.acquisition.gov/far

(End of clause)

CLAUSES INCORPORATED BY REFERENCE

CLAUSES INCORPORATED BY FULL TEXT

52.212-5 CONTRACT TERMS AND CONDITIONS REQUIRED TO IMPLEMENT STATUTES OR EXECUTIVE ORDERS--COMMERCIAL ITEMS (SEP 2009)

(a) The Contractor shall comply with the following Federal Acquisition Regulation (FAR) clauses, which are incorporated in this contract by reference, to implement provisions of law or Executive orders applicable to acquisitions of commercial items:

(1) 52.222-50, Combating Trafficking in Persons (FEB 2009) (22 U.S.C. 7104(g)).

Alternate I (Aug 2007) of 52.222-50 (22 U.S.C. 7104(g)).

(2) 52.233-3, Protest After Award (AUG 1996) (31 U.S.C. 3553).

(3) 52.233-4, Applicable Law for Breach of Contract Claim (OCT 2004) (Pub. L. 108-77, 108-78).

(b) The Contractor shall comply with the FAR clauses in this paragraph (b) that the Contracting Officer has indicated as being incorporated in this contract by reference to implement provisions of law or Executive orders applicable to acquisitions of commercial items: (Contracting Officer check as appropriate.)

_X__ (1) 52.203-6, Restrictions on Subcontractor Sales to the Government (SEP 2006), with Alternate I (OCT 1995) (41 U.S.C. 253g and 10 U.S.C. 2402).

___ (2) 52.203-13, Contractor Code of Business Ethics and Conduct (DEC 2008)(Pub. L. 110-252, Title VI, Chapter 1 (41 U.S.C. 251 note)).

___ (3) 52.203-15, Whistleblower Protections under the American Recovery and Reinvestment Act of 2009 (MAR 2009) (Section 1553 of Pub. L. 111-5). (Applies to contracts funded by the American Recovery and Reinvestment Act of 2009.)

__(4) 52.204-11, American Recovery and Reinvestment Act—Reporting Requirements (MAR 2009) (Pub. L. 111-5).

___ (5) 52.219-3, Notice of Total HUBZone Set-Aside (Jan 1999) (15 U.S.C. 657a).

___ (6) 52.219-4, Notice of Price Evaluation Preference for HUBZone Small Business Concerns (JUL 2005) (if the offeror elects to waive the preference, it shall so indicate in its offer) (15 U.S.C. 657a).

___ (7) [Reserved].

_X__ (8)(i) 52.219-6, Notice of Total Small Business Set-Aside (JUNE 2003) (15 U.S.C. 644).

___ (ii) Alternate I (OCT 1995) of 52.219-6.

___ (iii) Alternate II (MAR 2004) of 52.219-6.

___ (9)(i) 52.219-7, Notice of Partial Small Business Set-Aside (JUNE 2003) (15 U.S.C. 644).

___ (ii) Alternate I (OCT 1995) of 52.219-7.

___ (iii) Alternate II (MAR 2004) of 52.219-7.

_X__ (10) 52.219-8, Utilization of Small Business Concerns (MAY 2004) (15 U.S.C. 637 (d)(2) and (3)).

___ (11)(i) 52.219-9, Small Business Subcontracting Plan (APR 2008) (15 U.S.C. 637(d)(4)).

___ (ii) Alternate I (OCT 2001) of 52.219-9 ___ (iii) Alternate II (OCT 2001) of 52.219-9.

_X__ (12) 52.219-14, Limitations on Subcontracting (DEC 1996) (15 U.S.C. 637(a)(14)).

_X__ (13) 52.219-16, Liquidated Damages--Subcontracting Plan (JAN 1999) (15 U.S.C. 637(d)(4)(F)(i)).

___ (14)(i) 52.219-23, Notice of Price Evaluation Adjustment for Small Disadvantaged Business Concerns (OCT 2008) (10 U.S.C. 2323) (if the offeror elects to waive the adjustment, it shall so indicate in its offer).

___ (ii) Alternate I (JUNE 2003) of 52.219-23.

___ (15) 52.219-25, Small Disadvantaged Business Participation Program--Disadvantaged Status and Reporting (APR 2008) (Pub. L. 103-355, section 7102, and 10 U.S.C. 2323).

___ (16) 52.219-26, Small Disadvantaged Business Participation Program--Incentive Subcontracting (OCT 2000) (Pub. L. 103-355, section 7102, and 10 U.S.C. 2323).

___ (17) 52.219-27, Notice of Total Service-Disabled Veteran-Owned Small Business Set-Aside (MAY 2004) (U.S.C. 657 f).

_X__ (18) 52.219-28, Post Award Small Business Program Rerepresentation (APR 2009) (15 U.S.C. 632(a)(2)).

_X__ (19) 52.222-3, Convict Labor (JUNE 2003) (E.O. 11755).

_X__ (20) 52.222-19, Child Labor--Cooperation with Authorities and Remedies (AUG 2009) (E.O. 13126).

_X__ (21) 52.222-21, Prohibition of Segregated Facilities (FEB 1999).

_X__ (22) 52.222-26, Equal Opportunity (MAR 2007) (E.O. 11246).

_X__ (23) 52.222-35, Equal Opportunity for Special Disabled Veterans, Veterans of theVietnam Era, and Other Eligible Veterans (SEP 2006) (38 U.S.C. 4212).

_X__ (24) 52.222-36, Affirmative Action for Workers with Disabilities (JUN 1998) (29

U.S.C. 793).

_X__ (25) 52.222-37, Employment Reports on Special Disabled Veterans, Veterans of the Vietnam Era, and Other Eligible Veterans (SEP 2006) (38 U.S.C. 4212).

_X__ (26) 52.222-39, Notification of Employee Rights Concerning Payment of Union Dues or Fees (DEC 2004) (E.O. 13201).

_X__ (27) 52.222-54, Employment Eligibility Verification (JAN 2009). (Executive Order 12989). (Not applicable to the acquisition of commercially available off-the-shelf items or certain other types of commercial items as prescribed in 22.1803.)

___ (28)(i) 52.223-9, Estimate of Percentage of Recovered Material Content for EPA-Designated Items (MAY 2008) (42 U.S.C. 6962(c)(3)(A)(ii)). (Not applicable to the acquisition of commercially available off-the-shelf items.)

___ (ii) Alternate I (MAY 2008) of 52.223-9 (42 U.S.C. 6962(i)(2)(c)). (Not applicable to the acquisition of commercially available off-the-shelf items.)

___ (29) 52.223-15, Energy Efficiency in Energy-Consuming Products (DEC 2007) (42 U.S.C. 8259b) .

___ (30)(i) 52.223-16, IEEE 1680 Standard for the Environmental Assessment of Personal Computer Products (DEC 2007) (E.O. 13423).

___ (ii) Alternate I (DEC 2007) of 52.223-16.

___ (31) 52.225-1, Buy American Act--Supplies (JUNE 2003) (41 U.S.C. 10a-10d).

___ (32)(i) 52.225-3, Buy American Act--Free Trade Agreements--Israeli Trade Act (JUN 2009) (41 U.S.C. 10a-10d, 19 U.S.C. 3301 note, 19 U.S.C. 2112 note, 19 U.S.C. 3805 note, Pub. L. 108-77, 108-78, 108-286, 108-302, 109-53, 109-169, 109-283, and 110-138).

___ (ii) Alternate I (JAN 2004) of 52.225-3.

___ (iii) Alternate II (JAN 2004) of 52.225-3.

___ (33) 52.225-5, Trade Agreements (AUG 2009) (19 U.S.C. 2501, et seq., 19 U.S.C. 3301 note).

_X__ (34) 52.225-13, Restrictions on Certain Foreign Purchases (JUN 2008) (E.O.'s, proclamations, and statutes administered by the Office of Foreign Assets Control of the Department of the Treasury).

___ (35) 52.226-4, Notice of Disaster or Emergency Area Set-Aside (Nov 2007) (42 U.S.C. 5150).

___ (36) 52.226-5, Restrictions on Subcontracting Outside Disaster or Emergency Area (Nov 2007) (42 U.S.C. 5150).

___ (37) 52.232-29, Terms for Financing of Purchases of Commercial Items (FEB 2002) (41 U.S.C. 255(f), 10 U.S.C. 2307(f)) ___ (38) 52.232-30, Installment Payments for Commercial Items (OCT 1995) (41 U.S.C. 255(f), 10 U.S.C. 2307(f)).

_X__ (39) 52.232-33, Payment by Electronic Funds Transfer--Central Contractor Registration (OCT 2003) (31 U.S.C. 3332).

___ (40) 52.232-34, Payment by Electronic Funds Transfer--Other than Central Contractor Registration (MAY 1999) (31 U.S.C. 3332) ___ (41) 52.232-36, Payment by Third Party (MAY 1999) (31 U.S.C. 3332).

___ (42) 52.239-1, Privacy or Security Safeguards (AUG 1996) (5 U.S.C. 552a).

___ (43)(i) 52.247-64, Preference for Privately Owned U.S.-Flag Commercial Vessels (FEB 2006) (46 U.S.C. Appx 1241(b) and 10 U.S.C. 2631).

____ (ii) Alternate I (APR 2003) of 52.247-64.

(c) The Contractor shall comply with the FAR clauses in this paragraph (c), applicable to commercial services, that the Contracting Officer has indicated as being incorporated in this contract by reference to implement provisions of law or Executive orders applicable to acquisitions of commercial items: (Contracting Officer check as appropriate.)

____ (1) 52.222-41, Service Contract Act of 1965 (Nov 2007) (41 U.S.C. 351, et seq.).

____ (2) 52.222-42, Statement of Equivalent Rates for Federal Hires (MAY 1989) (29 U.S.C. 206 and 41 U.S.C. 351, et seq.).

____ (3) 52.222-43, Fair Labor Standards Act and Service Contract Act--Price Adjustment (Multiple Year and Option Contracts) (SEP 2009) (29 U.S.C. 206 and 41 U.S.C. 351, et seq.).

____ (4) 52.222-44, Fair Labor Standards Act and Service Contract Act--Price Adjustment (SEP 2009) (29 U.S.C. 206 and 41 U.S.C. 351, et seq.)

____ (5) 52.222-51, Exemption from Application of the Service Contract Act to Contracts for Maintenance, Calibration, or Repair of Certain Equipment--Requirements (Nov 2007) (41 U.S.C. 351, et seq.).

____ (6) 52.222-53, Exemption from Application of the Service Contract Act to Contracts for Certain Services--Requirements (FEB 2009) (41 U.S.C. 351, et seq.).

____ (7) 52.226-6, Promoting Excess Food Donation to Nonprofit Organizations (Mar 2009) (Pub. L. 110-247).

____ (8) 52.237-11, Accepting and Dispensing of $1 Coin (SEP 2008)(31 U.S.C. 5112(p)(1)).

(d) Comptroller General Examination of Record. The Contractor shall comply with the provisions of this paragraph (d) if this contract was awarded using other than sealed bid, is in excess of the simplified acquisition threshold, and does not contain the clause at 52.215-2, Audit and Records--Negotiation.

(1) The Comptroller General of the United States, or an authorized representative of the Comptroller General, shall have access to and right to examine any of the Contractor's directly pertinent records involving transactions related to this contract.

(2) The Contractor shall make available at its offices at all reasonable times the records, materials, and other evidence for examination, audit, or reproduction, until 3 years after final payment under this contract or for any shorter period specified in FAR Subpart 4.7, Contractor Records Retention, of the other clauses of this contract. If this contract is completely or partially terminated, the records relating to the work terminated shall be made available for 3 years after any resulting final termination settlement. Records relating to appeals under the disputes clause or to litigation or the settlement of claims arising under or relating to this contract shall be made available until such appeals, litigation, or claims are finally resolved.

(3) As used in this clause, records include books, documents, accounting procedures and practices, and other data, regardless of type and regardless of form. This does not require the Contractor to create or maintain any record that the Contractor does not maintain in the ordinary course of business or pursuant to a provision of law.

(e) (1) Notwithstanding the requirements of the clauses in paragraphs (a), (b), (c), and (d) of this clause, the Contractor is not required to flow down any FAR clause, other than those in this paragraph (e)(1)in a subcontract for commercial items. Unless otherwise indicated below, the extent of the flow down shall be as required by the clause—

(i) 52.203-13, Contractor Code of Business Ethics and Conduct (DEC 2008) (Pub. L. 110-252, Title VI, Chapter 1 (41 U.S.C. 251 note).

(ii) 52.219-8, Utilization of Small Business Concerns (May 2004) (15 U.S.C. 637(d)(2) and (3)), in all subcontracts that offer further subcontracting opportunities. If the subcontract (except subcontracts to small business concerns) exceeds $550,000 ($1,000,000 for construction of any public facility), the subcontractor must include 52.219-8 in lower tier subcontracts that offer subcontracting opportunities.

(iii) Reserved.

(iv) 52.222-26, Equal Opportunity (MAR 2007) (E.O. 11246).

(v) 52.222-35, Equal Opportunity for Special Disabled Veterans, Veterans of the Vietnam Era, and Other Eligible Veterans (SEP 2006) (38 U.S.C. 4212).

(vi) 52.222-36, Affirmative Action for Workers with Disabilities (June 1998) (29 U.S.C. 793).

(vii) 52.222-39, Notification of Employee Rights Concerning Payment of Union Dues or Fees (DEC 2004) (E.O. 13201).

(viii) 52.222-41, Service Contract Act of 1965 (Nov 2007) (41 U.S.C. 351, et seq.).

(ix) 52.222-50, Combating Trafficking in Persons (FEB 2009) (22 U.S.C. 7104(g)).

Alternate I (AUG 2007) of 52.222-50 (22 U.S.C. 7104(g)).

(x) 52.222-51, Exemption from Application of the Service Contract Act to Contracts for Maintenance, Calibration, or Repair of Certain Equipment--Requirements (Nov 2007) (41 U.S.C. 351, et seq.).

(xi) 52.222-53, Exemption from Application of the Service Contract Act to Contracts for Certain Services--Requirements (FEB 2009) (41 U.S.C. 351, et seq.).

(xii) 52.222-54, Employment Eligibility Verification (JAN 2009).

(xiii) 52.226-6, Promoting Excess Food Donation to Nonprofit Organizations. (MAR 2009) (Pub. L. 110-247). Flow down required in accordance with paragraph (e) of FAR clause 52.226-6.

(xiv) 52.247-64, Preference for Privately Owned U.S.-Flag Commercial Vessels (FEB 2006) (46 U.S.C. Appx 1241(b) and 10 U.S.C. 2631). Flow down required in accordance with paragraph (d) of FAR clause 52.247-64.

(2) While not required, the contractor May include in its subcontracts for commercial items a minimal number of additional clauses necessary to satisfy its contractual obligations.

(End of clause)

252.212-7001 CONTRACT TERMS AND CONDITIONS REQUIRED TO IMPLEMENT STATUTES OR EXECUTIVE ORDERS APPLICABLE TO DEFENSE ACQUISITIONS OF COMMERCIAL ITEMS (NOV 2009)

(a) The Contractor agrees to comply with the following Federal Acquisition Regulation (FAR) clause which, if checked, is included in this contract by reference to implement a provision of law applicable to acquisitions of commercial items or components.

_X__ 52.203-3, Gratuities (APR 1984) (10 U.S.C. 2207).

(b) The Contractor agrees to comply with any clause that is checked on the following list of Defense FAR Supplement clauses which, if checked, is included in this contract by reference to implement provisions of law or Executive orders applicable to acquisitions of commercial items or components.

(1) _X__252.203-7000, Requirements Relating to Compensation of Former DoD Officials (JAN 2009) (Section 847 of Pub. L. 110-181).

(2) ___ 252.205-7000, Provision of Information to Cooperative Agreement Holders (DEC 1991) (10 U.S.C. 2416).

(3) ___ 252.219-7003, Small Business Subcontracting Plan (DoD Contracts) (APR 2007) (15 U.S.C. 637).

(4) ___ 252.219-7004, Small Business Subcontracting Plan (Test Program) (AUG 2008) (15 U.S.C. 637 note).

(5) _X__ 252.225-7001, Buy American Act and Balance of Payments Program (JAN 2009) (41 U.S.C. 10a-10d, E.O. 10582).

(6) ____ 252.225-7008, Restriction on Acquisition of Specialty Metals (JUL 2009) (10 U.S.C. 2533b).

(7) ____ 252.225-7009, Restriction on Acquisition of Certain Articles Containing Specialty Metals (JUL 2009) (10 U.S.C. 2533b).

(8) ____ 252.225-7012, Preference for Certain Domestic Commodities (DEC 2008) (10 U.S.C. 2533a).

(9) ____ 252.225-7015, Restriction on Acquisition of Hand or Measuring Tools (JUN 2005) (10 U.S.C. 2533a).

(10) ____ 252.225-7016, Restriction on Acquisition of Ball and Roller Bearings (MAR 2006) (Section 8065 of Public Law 107-117 and the same restriction in subsequent DoD appropriations acts).

(11) ____ 252.225-7021, Trade Agreements (NOV 2009) (19 U.S.C. 2501-2518 and 19 U.S.C. 3301 note).

(12) ____ 252.225-7027, Restriction on Contingent Fees for Foreign Military Sales (APR 2003) (22 U.S.C. 2779).

(13) ____ 252.225-7028, Exclusionary Policies and Practices of Foreign Governments (APR 2003) (22 U.S.C. 2755).

(14)(i) ____ 252.225-7036, Buy American Act--Free Trade Agreements--Balance of Payments Program (JUL 2009) (41 U.S.C. 10a-10d and 19 U.S.C. 3301 note).

(ii) ___ Alternate I (JUL 2009) of 252.225-7036.

(15) ____ 252.225-7038, Restriction on Acquisition of Air Circuit Breakers (JUN 2005) (10 U.S.C. 2534(a)(3)).

(16) _X___ 252.226-7001, Utilization of Indian Organizations, Indian-Owned Economic Enterprises, and Native Hawaiian Small Business Concerns (SEP 2004) (Section 8021 of Public Law 107-248 and similar sections in subsequent DoD appropriations acts).

(17) ____ 252.227-7015, Technical Data--Commercial Items (NOV 1995) (10 U.S.C. 2320).

(18) ____ 252.227-7037, Validation of Restrictive Markings on Technical Data (SEP 1999) (10 U.S.C. 2321).

(19) ____ 252.232-7003, Electronic Submission of Payment Requests and Receiving Reports (MAR 2008) (10 U.S.C. 2227).

(20) ____ 252.237-7019, Training for Contractor Personnel Interacting with Detainees (SEP 2006) (Section 1092 of Public Law 108-375).

(21) __X__ 252.243-7002, Requests for Equitable Adjustment (MAR 1998) (10 U.S.C. 2410).

(22)____ 252.247-7003, Pass-Through of Motor Carrier Fuel Surcharge Adjustment to the Cost Bearer (JUL 2009) (Section 884 of Public Law 110-417).

(23)(i) _X___ 252.247-7023, Transportation of Supplies by Sea (MAY 2002) (10 U.S.C. 2631).

(ii) ____ Alternate I (MAR 2000) of 252.247-7023.

(iii) ____ Alternate II (MAR 2000) of 252.247-7023.

(iv) ____ Alternate III (MAY 2002) of 252.247-7023.

(24) ____ 252.247-7024, Notification of Transportation of Supplies…