RMSS_III_-_Letter_Contract_for_PAE_Justice_Support_-_RMSS_III.pdf

December 5, 2016

Ms. Lisa M. Chavez

PAE Justice Support

1320 N. Courthouse Road

Suite 800

Arlington, VA 22201-2572

Re: Department of State Contract SAQMMA17C0051

Dear Ms. Chavez:

This is a letter contract, awarded pursuant to section 16.603 of the Federal Acquisition

Regulation (FAR) is to relocate and consolidate the aforementioned INL

Contracts/Programs from the current location referred to as the Ramirez Towers Complex to a secure platform within the area known as the International Zone in Kabul, Afghanistan or other locations as directed by INL separate from the U.S. Embassy

Compound.

The following FAR clauses are included in this letter contract:

52.216-23 Execution and Commencement of Work (APR 1984)

The Contractor shall indicate acceptance of this letter contract by signing three copies of the contract and returning them to the Contracting Officer not later than December 7, 2016. Upon acceptance by both parties, the Contractor shall proceed with performance of the work, including purchase of necessary materials.

52.216-24 Limitation of Government Liability (APR 1984)

(a) In performing this contract, the Contractor is not authorized to make expenditures or incur obligations exceeding $2,700,000.00.

(b) The maximum amount for which the Government shall be liable if this contract is terminated is $2,700,000.00.

52.216-25 Contract Definitization (OCT 2010)

(a) A definitive contract containing firm, fixed-price and/or labor hour CLINs is contemplated. The contractor agrees to begin promptly negotiating with the Contracting

Officer the terms of a definitive contract that will include (1) all clauses required by the

FAR on the date of execution of the definitive contract, (2) all clauses required by law on the date of execution of the definitive contract, and (3) any other mutually agreeable clauses, terms, and conditions. If requested by the Government, the contractor agrees to submit a cost proposal that is acceptable to the Contracting Officer based on the CLINs in the Request for Proposal and cost or pricing data supporting its proposal.

(b) The schedule for definitizing this contract is:

February 6, 2017 for submission of Contractor's proposal;

February 16, 2017 for beginning of negotiations;

March 1, 2017 for definitization of the contract.

(c) If agreement on a definitive contract to supersede this letter contract is not reached by the target date in paragraph (b) above, or within any extension of it granted by the Contracting Officer, the Contracting Officer may, with the approval of the head of the contracting activity, determine a reasonable price or fee in accordance with Subpart 15.4 and Part 31 of the FAR, subject to Contractor appeal as provided in the Disputes clause.

In any event, the Contractor shall proceed with completion of the contract, subject only to the Limitation of Government Liability clause.

(1) After the Contracting Officer's determination of price or fee, the contract shall be governed by-

(i) All clauses required by the FAR on the date of execution of this letter contract for either fixed-price or cost-reimbursement contracts, as determined by the Contracting Officer under this paragraph (c);

(ii) All clauses required by law as of the date of the Contracting Officer's determination; and

(iii) Any other clauses, terms, and conditions mutually agreed upon.

(2) To the extent consistent with subparagraph (c)(1) above, all clauses, terms, and conditions included in this letter contract shall continue in effect, except those that by their nature apply only to a letter contract.

52.216-26 Payments of Allowable Costs Before Definitization (Dec 2002)

(a) Reimbursement rate. Pending the placing of the definitive contract referred to in this letter contract, the Government will promptly reimburse the Contractor for all allowable costs under this contract at the following rates:

(1) One hundred percent of approved costs representing financing payments to subcontractors under fixed-price subcontracts, provided that the Government's payments to the Contractor will not exceed 80 percent of the allowable costs of those subcontractors.

(2) One hundred percent of approved costs representing cost-reimbursement subcontracts; provided, that the Government's payments to the Contractor shall not exceed 85 percent of the allowable costs of those subcontractors.

(3) Eighty-five percent of all other approved costs.

(b) Limitation of reimbursement. To determine the amounts payable to the Contractor under this letter contract, the Contracting Officer shall determine allowable costs in accordance with the applicable cost principles in Part 31 of the Federal Acquisition

Regulation (FAR). The total reimbursement made under this paragraph shall not exceed 85 percent of the maximum amount of the Government's liability, as stated in this contract.

(c) Invoicing. Payments shall be made promptly to the Contractor when requested as work progresses, but (except for small business concerns) not more often than every 2 weeks, in amounts approved by the Contracting Officer. The Contractor may submit to an authorized representative of the Contracting Officer, in such form and reasonable detail as the representative may require, an invoice or voucher supported by a statement of the claimed allowable cost incurred by the Contractor in the performance of this contract.

(d) Allowable costs. For the purpose of determining allowable costs, the term "costs" includes-

(1) Those recorded costs that result, at the time of the request for reimbursement, from payment by cash, check, or other form of actual payment for items or services purchased directly for the contract;

(2) When the Contractor is not delinquent in payment of costs of contract performance in the ordinary course of business, costs incurred, but not necessarily paid, for-

(i) Supplies and services purchased directly for the contract and associated financing payments to subcontractors, provided payments determined due will be made- (A) In accordance with the terms and conditions of a subcontract or invoice; and (B) Ordinarily within 30 days of the submission of the

Contractor's payment request to the Government;

(ii) Materials issued from the Contractor's stores inventory and placed in the production process for use on the contract;

(iii) Direct labor;

(iv) Direct travel;

(v) Other direct in-house costs; and

(vi) Properly allocable and allowable indirect costs as shown on the records maintained by the Contractor for purposes of obtaining reimbursement under

Government contracts; and

(3) The amount of financing payments that the Contractor has paid by cash, check, or other forms of payment to subcontractors.

(e) Small business concerns. A small business concern may receive more frequent payments than every 2 weeks.

(f) Audit. At any time before final payment, the Contracting Officer may have the

Contractor's invoices or vouchers and statements of costs audited. Any payment may be-

(1) Reduced by any amounts found by the Contracting Officer not to constitute allowable costs; or

(2) Adjusted for overpayments or underpayments made on preceding invoices or vouchers.

The following FAR clause is incorporated by reference into this letter contract:

52.233-1 Disputes (May 2014)

The definitive contract price(s) resulting from this letter contract will replace the provisional billing rates in the letter contract and be retroactive to the date the letter contract was awarded.

Questions should be directed to me at 703-875-4585, e-mail WashingtonFJ@state.gov.

Sincerely, Frederick Washington

Contracting Officer

A/LM/AQM/WWD/INL

ACCEPTED BY: PAE Justice Support

Name/Title Date