SBAHQ-14-R-0010.pdf

SBAHQ-14-R-0010

SOLICITATION, OFFER AND AWARD

4. TYPE OF SOLICITATION2. CONTRACT NUMBER 3. SOLICITATION NUMBER

7. ISSUED BY CODE 8. ADDRESS OFFER TO (If other than Item 7)

ORDER UNDER DPAS (15 CFR 700)

6. REQUISITION/PURCHASE NUMBER

NOTE: In sealed bid solicitations "offer" and "offeror" mean "bid" and "bidder".

NEGOTIATED (RFP)

SEALED BID (IFB)

5. DATE ISSUED

1. THIS CONTRACT IS A RATED RATING PAGE OF PAGES

1 39

C. E-MAIL ADDRESS

EXT.NUMBERAREA CODE

B. TELEPHONE (NO COLLECT CALLS)A. NAME

10. FOR

INFORMATION

CALL:

CAUTION: LATE Submissions, Modifications, and Withdrawals: See Section L, Provision No. 52.214-7 or 52.215-1. All offers are subject to all terms and conditions contained in this solicitation.

(Date)(Hour) local timeuntildepository located in copies for furnishing the supplies or services in the Schedule will be received at the place specified in Item 8, or if hand carried, in the

SOLICITATION

9. Sealed offers in original and

PART IV - REPRESENTATIONS AND INSTRUCTIONS

OTHER STATEMENTS OF OFFERORS

EVALUATION FACTORS FOR AWARD

INSTRS., CONDS., AND NOTICES TO OFFERORS

REPRESENTATIONS, CERTIFICATIONS AND

LIST OF ATTACHMENTS

CONTRACT CLAUSES

PART III - LIST OF DOCUMENTS, EXHIBITS AND OTHER ATTACH.

I

J

K

L

M SPECIAL CONTRACT REQUIREMENTS

CONTRACT ADMINISTRATION DATA

DELIVERIES OR PERFORMANCE

INSPECTION AND ACCEPTANCE

PACKAGING AND MARKING

DESCRIPTION/SPECS./WORK STATEMENT

SUPPLIES OR SERVICES AND PRICES/COSTS

SOLICITATION/CONTRACT FORM

PART II - CONTRACT CLAUSESPART I - THE SCHEDULE

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G

F

E

D

C

B

A

SEC. DESCRIPTION PAGE(S) (X) DESCRIPTION SEC. (X)

11. TABLE OF CONTENTS

18. OFFER DATE17. SIGNATURE

SUCH ADDRESS IN SCHEDULE.

IS DIFFERENT FROM ABOVE - ENTER

15C. CHECK IF REMITTANCE ADDRESS

EXT.NUMBERAREA CODE

15B. TELEPHONE NUMBER

(Type or print)AND

ADDRESS

OF

OFFEROR

CODE FACILITY

16. NAME AND TITLE OF PERSON AUTHORIZED TO SIGN OFFER15A. NAME

DATEAMENDMENT NO.DATEAMENDMENT NO.

and related documents numbered and dated):

amendments to the SOLICITATION for offerors

(The offeror acknowledges receipt of

14. ACKNOWLEDGEMENT OF AMENDMENTS

CALENDAR DAYS (%)30 CALENDAR DAYS (%)20 CALENDAR DAYS (%)10 CALENDAR DAYS (%)

(See Section I, Clause No. 52.232.8)

13. DISCOUNT FOR PROMPT PAYMENT

designated point(s), within the time specified in the schedule.

by the offeror) from the date for receipt of offers specified above, to furnish any or all items upon which prices are offered at the price set opposite each item, delivered at the

12. In compliance with the above, the undersigned agrees, if this offer is accepted within ______________ calendar days (60 calendar days unless a different period is inserted

NOTE: Item 12 does not apply if the solicitation includes the provisions at 52.214-16, Minimum Bid Acceptance Period.

OFFER (Must be fully completed by offeror)

IMPORTANT - Award will be made on this Form, or on Standard Form 26, or by other authorized official written notice.

28. AWARD DATE

(Signature of Contracting Officer)

27. UNITED STATES OF AMERICA

25. PAYMENT WILL BE MADE BY

26. NAME OF CONTRACTING OFFICER (Type or print)

CODE 24. ADMINISTERED BY (If other than Item 7)

ITEM

(4 copies unless otherwise specified)

23. SUBMIT INVOICES TO ADDRESS SHOWN IN

41 U.S.C. 253 (c) ( 10 U.S.C. 2304 (c) (

22. AUTHORITY FOR USING OTHER THAN FULL AND OPEN COMPETITION:

21. ACCOUNTING AND APPROPRIATION20. AMOUNT19. ACCEPTED AS TO ITEMS NUMBERED

AWARD (To be completed by government)

CODE

05/16/2014 X

208050

Denver Acquisition Office for SBA Denver Finance Center 721 19th Street Suite 301 Denver CO 80202

SEE BLOCK 8 1600 ET 06/17/2014

Robert Atchison 303 robert.atchison@sba.gov

844-7102

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PAGE(S)

Diana Davis

AUTHORIZED FOR LOCAL REPRODUCTION

Previous edition is unusable

STANDARD FORM 33 (Rev. 9-97)

Prescribed by GSA - FAR (48 CFR) 53.214(c)

2 - 4

5 - 8

12 -20

22-27

28-33

34-39

ITEM NO. SUPPLIES/SERVICES QUANTITY UNIT UNIT PRICE AMOUNT

NAME OF OFFEROR OR CONTRACTOR

2 39

CONTINUATION SHEET

REFERENCE NO. OF DOCUMENT BEING CONTINUED PAGE OF

SBAHQ-14-R-0010

(A) (B) (C) (D) (E) (F)

FOB: Destination

0001 TECHNICAL AND PROFESSIONAL SERVICES, Non-personal DO services to be performed for the SBA Office of Advocacy, in accordance with the Performance Work Statement enclosed herein.

0002 TRAVEL COST DO

To be specified on the individual task order;

travel will be reimbursed in accordance with the

JTR.

In accordance with Regulatory Flexibility Act (RFA), as amended by the Small Business Regulatory Enforcement Fairness Act of 1996 (SBREFA), this IDIQ will provide the SBA Office of Advocacy access to economic data, technical expertise and knowledge (such as environmental engineering) to analyze the impact of individual regulatory proposals on small entities.

Contractor shall provide all supervision, labor, material, equipment, supplies, and transportation necessary to support the US Small Business Administration (SBA) Office of Advocacy requirements for access to economic data, technical expertise and knowledge (such as environmental engineering) to analyze the impact of individual regulatory proposals on small entities in accordance with the attached Performance Work Statement (PWS).

This award is an Indefinite Delivery, Indefinite Quantity firm-fixed price type contract.

Individual orders shall be placed against this contract. No funds are obligated against this instrument but on each individual task order.

Task Orders shall be placed in accordance with FAR Clauses 52.216-18; 52.216-19; and 52.216-22 included in this contract.

Period of Performance shall be for the base year with four (4) one year option periods.

OPTIONAL FORM 336 (4-86)

Sponsored by GSA

FAR (48 CFR) 53.110

NSN 7540-01-152-8067

SECTION B - Supplies or Services/Prices

SECTION B NOTES

B.1. NOTES REGARDING THE RATE SCHEDULE:

B.1.a. The Government intends for this solicitation to result in the award of a single Indefinite-Delivery Indefinite-Quantity (IDIQ) contract with a five (5) year ordering period. The estimated hours specified in the Attachment – B Price Matrix are just estimates to be used for evaluation purposes only, and as such, should not in any way be construed as the Government’s estimate of the intended work to be acquired under this requirement. At the time of contract award, the Section B Schedule - Contract Line Items (CLINs) will be completed by the Government with the total contract not-to-exceed value.

B.1.b. The hourly rates proposed in the Attachment B – Price Matrix shall be the maximum fully burdened hourly labor rates paid on a task order basis for each labor category, regardless of whether the proposed labor is prime or subcontractors. The rates proposed, and deemed fair and reasonable for the purposes of award, will be incorporated as part of the contract. As individual task order requirements are solicited, the Contractor may propose lower rates, but in no event can the rates in this schedule be exceeded. The rates set forth in the price matrix shall be in effect during the entire term of the contract. Adjustments to these rates will only be permitted in accordance with FAR clause 52.222-43 Fair Labor Standards Act and Service Contract Act – Price Adjustment (Multiple Year and Option Contracts).

B.1.c. Reference Attachment C – Job Descriptions for a summary of each labor category identified in the price matrix. The job descriptions are provided as a baseline for establishing the labor categories that the Government has deemed necessary for the services specified in this requirement, and as a basis for comparison for price analysis purposes. The Contractor shall be responsible for determining the appropriate labor category and rate in this schedule for his/her personnel, and shall specify the appropriate labor category from this schedule for all personnel proposed on the individual task orders. As applicable, labor categories that are subject to the Attachment E – DOL Wage Determination (WD 05-2103 Rev.-13) are noted as such on the price matrix and in the job descriptions.

B.2. CONTRACT AMOUNT and MINIMUM OBLIGATION: The aggregate not-to-exceed value of the contract(s) to be awarded as a result of this solicitation is $250,000.00. The minimum Government obligation under this contract shall be $5,000.00 per award.

SECTION C - Description/Specifications

PERFORMANCE WORK STATEMENT

C.1.GENERAL: This Performance Work Statement (PWS) describes the non-personal services required by the Small Business Administration, Office of Advocacy.

C.2. BACKGROUND: The Regulatory Flexibility Act (RFA), as amended by the Small Business Regulatory Enforcement Fairness Act of 1996 (SBREFA), requires federal agencies to consider the economic impact for their proposed rules on small entities. If the impact, be it positive or negative, is significant, the agencies are then required to prepare a regulatory flexibility analysis, which includes consideration of alternatives that are either less burdensome or more beneficial to the affected small entities. In lieu of preparing an initial or final regulatory flexibility analysis, an agency head may certify the proposed regulations will not have a significant economic impact on a substantial number of small entities and publish with the certification the factual basis in support of that determination.

The basic premise of the RFA is that agencies collect and analyze economic data to examine the impact of their proposals on small entities. Regrettably, agency compliance is inconsistent and the analysis often lacks sufficient information and statistics to gauge the impact of the rule on small entities or which alternatives would be beneficial to small entities. Some agencies do not examine the appropriate regulatory alternatives that would lower costs and provide equivalent or comparable benefits to the agency proposal, or fail to evaluate the benefits of the proposal.

Without adequate economic or technical analysis from the agency, the Office of Advocacy needs to obtain information from other sources in order to make cogent arguments that the agency should adopt a particular regulatory alternative. Advocacy recognizes that agencies should be more willing to accept alternative regulatory approaches that are supported by sound economic data and analysis of the benefits.

C.3. OBJECTIVE: This requirement is to expand the Office of Advocacy’s access to economic data, technical expertise and knowledge (such as environmental engineering) to analyze the impact of individual regulatory proposals on small entities. This requires understanding of specific industries, the ability to rapidly accumulate industry-specific data, and the capacity to analyze this data within a fixed time period.

Most importantly, the selected Contractor shall assist the Office of Advocacy by identifying regulatory alternatives, as well as data and methodologies to evaluate the costs and benefits of the agency’s regulatory proposal and less costly alternatives.

C.4. SCOPE: Current products are available at the Office of Advocacy’s website: http://www.sba.gov/advo. This contract will provide the Office of Advocacy with appropriate data, statistical, economic and technical analyses to comment on specific rules proposed by the Environmental Protection Agency (EPA), the Occupational Safety and Health Administration (OSHA), and other agencies as may be assigned.

The project entails a technical and economic review of Advocacy-specified proposed rules and draft alternatives under or for consideration by the agencies. The Contractor will utilize, among other sources, the data provided by the agencies and industry to analyze the small-firm impacts of such rules. The benefits and costs of alternatives to small firms, their comparative problem solving effectiveness, and recommendations for final rules affecting small firms, should be included in the final analysis.

In addition, under section 609 (b) of the Regulatory Flexibility Act, the Office of Advocacy participates with the Office of Management and Budget, EPA and OSHA in a panel process to deliberate over the content of proposed rules, in advance of the agency issuing the proposed rule in the Federal Register.

Historically, the bulk of the work performed under this contract has been to support Advocacy’s participation in these panels. This is likely to continue in future years.

C.5. SUMMARY OF REQUIREMENTS: Contractors must submit quotes or offers that address one or more specific Federal agencies or subject matters, rather than all Federal agencies. However, Contractors may also separately address other area of small business interest, such as tax, labor, health rules, and http://www.sba.gov/advo homeland security. We plan to focus on the EPA/OSHA area, and will entertain other subject areas if qualified Contractors make an appropriate offer.

Unless otherwise provided herein, the Contractor shall furnish the necessary qualified personnel, material, and equipment to perform the following functions:

• Accumulate technical and economic data on industries affected by specific proposed federal regulations determined by the Office of Advocacy.

• Analyze the proposal to determine the extent of the economic impact and whether alternatives exist that are less costly while achieving the regulatory objectives.

• Provide alternatives to the agency’s proposal, such as tiering of exemptions, and examine the economic impact and technical merit of those alternatives.

• Examine compliance with the Regulatory Flexibility Act, the Data Quality Act, the Paperwork Reduction Act, and Executive Order 12866.

• Collect data from the federal agencies, their contractor, Advocacy, industry, and other sources for measuring the impact of proposed rules on small business and possible alternatives being considered by the agency or deemed appropriate by Advocacy and the Contractor. Review the rulemaking docket for other relevant information.

• Select alternative rules to be analyzed as appropriate (including those being considered by the agencies and alternatives deemed appropriate and consistent with applicable laws by the contractor).

• Estimate the direct and indirect financial and economic impacts of each rule and each alternative, in total costs, using Return on Investment (ROI) or similar methodology, unless the cost is too small for quantitative analysis. This estimate should include, where possible, cost increases and firm closures. The analysis will be divided into the industry subcategories if appropriate.

• Provide estimated direct and indirect benefits of each rule and alternative considered in item #6 above, both quantitatively and qualitatively, if possible.

• Provide recommendations for the final agency rule, based on the analyses performed above in items 7 and 8. Provide recommendations for regulatory flexibility analyses to be performed by the agencies in order to complete the rulemakings.

• Provide any other technical, legal or economic analyses in support of rulemaking comments.

• During the period of performance, the Contractor shall maintain close telephone communication with the COR to report on the progress of each task order, inform the COR of any current or anticipated problems that might impede performance of the project, and offer recommendations or suggestions for resolving problems.

C.6. PLACE OF PERFORMANCE: Contractor personnel will perform their day to day assignments at their respective facilities as designated in individual task orders. The only exception will be when travel is required to temporary duty sites with prior approval of the COR.

C.7. PERIOD OF PERFORMANCE: The base contract shall commence upon contract award and be effective for a period of 12 months. Task order periods of performance will be specified in the individual task order.

C.8. TRAVEL: Contractor personnel may be required to periodically meet with the COR and other agency representatives to discuss current and future task orders. Meeting with Federal agency staff in the Washington, DC, area may also be required on a less frequent basis to discuss work and related rulemakings. The Contractor will be reimbursed for travel in accordance with FAR 31.205-46. Contractor shall seek COR approval prior to making any travel arrangements. Attachment D - travel worksheet is required to be submitted to COR for approved prior to any travel.

C.9. DELIVERABLES: Specific deliverables will be outlined in each task order issued. In general, or unless otherwise specified in the task order, the following deliverables at a minimum shall be required:

Monthly Progress Reports: The Contractor shall submit a Monthly Progress report(s) to the COR briefly stating the progress made, including percent completion of the work performed. Specific areas of interest shall include difficulties encountered during the reporting period and remedial action taken and a statement of activity anticipated during the subsequent reporting period.

Documentation File: The Contractor shall maintain a documentation file on all work, including calculations, assumptions, interpretations of regulations, and sources of information.

Draft Report: The Contractor shall submit a draft technical memorandum/report on the work performed under each Task Order, at the time specified in the work plan. The memorandum/report should summarize the work performed and present the results.

Final Report: At completion of each Task Order, the Contractor shall submit a final report that incorporates the COR’s comments on the draft.

C.10. PERFORMANCE: The contractor shall perform work as specified by the specific task orders. Each task order will include, as a minimum, a PWS that will delineate the performance requirements and standards required for that task order. Each Task Order shall, as a minimum, include:

• The numerical designation of the assignment for the specified task order.

• The period of performance/schedule of deliverables of the task order, including reporting requirements.

C.11. CONFLICTS OF INTEREST: The Contractor may be required, by task order, to perform independent reviews of on-going research projects, and make recommendations for future projects. An organizational conflict of interest may arise if the Contractor were in turn requested to perform reviews of the research projects which they recommended. Therefore, the Contractor (including their affiliates) will be precluded from any future work resulting from recommendations provided under a separate task order or contract for a period of two (2) years following completion of the individual task order. Such restriction will also be included in each applicable task order.

C.12. GOVERNMENT FURNISHED PROPERTY AND SERVICES: None. The Contractor is responsible for providing all necessary materials to complete assigned Task Orders.

C.13. NON-PERSONAL SERVICES: The Government and the Contractor hereby understand and agree that the services to be delivered under this contract by the Contractor to the Government are non-personal services. The parties recognize and agree that no employer-employee or master-servant relationships exist or will exist under this contract between the Government and the Contractor's employees.

C.14. CONTRACTING OFFICER’S REPRESENTATIVE (COR): The identification of, duties, and limitations of the COR are specified in the COR appointment letter, which will be provided to the contractor at or shortly after the time of award. Although other Government personnel may clarify technical points or supply relevant information, only a Contracting Officer has the authority to revise any requirements in these specifications, including those resulting from verbal clarifications. The Contracting Officer Representative is Dr. Radwan Saade and his email address is as follows: Radwan.saade@sba.gov.

C.15. TASK ORDER REQUIREMENTS

C.15.1. Issuance of Task Orders:

C.15.1.1 Task Order Request (TOR): The Contracting Officer (CO) or Contract Specialist will forward the contract awardee the Performance Work Statement (PWS) for each proposed TOR. Each TOR will contain the PWS describing the requirements and objectives of the requirement, identify the products required, list appropriate reference material and Government Furnished Material, describe any report requirements, and provide other information and data as necessary for task accomplishment.

C.15.1.2. Task Order Execution Plan (TOEP): The Contractor shall furnish a TOEP to the CO within 7 working days, or less (if specified in the TOR), of receipt of a TOR. The Plan shall include a brief discussion of the contractor’s proposed approach and understanding of the work required, to include;

rational for the mix and skill level to be employed; a description of how the work will be accomplished; a proposed schedule and a brief definition of deliverables; and a clear explanation of any constraints which would impact the successful completion of the order. The Plan shall also include a proposed price which shall reflect all labor based on the rates incorporated into the contract at Attachment B – Price Matrix, travel and ODC’s required to complete the task. The Contractor may propose lower rates, but in no event can the rates in in the price matrix be exceeded. Following successful negotiation of each individual requirement, the Contracting Officer will issue a written task order for services. Task orders may be issued at any time during the contract period. Multiple task orders may be in force at any given time. Conversely, there may be periods when no task orders are in force. No compensation will be provided to the Contractor during such periods of non-work.

C.15.2. Performance of Task Orders: The Contractor shall be required to commence work on each approved task order in accordance with the terms of that task order. The Contractor shall perform the necessary work on each assignment continuously as working conditions permit. If it becomes necessary for the Government to stop work on any assignment, FAR clause 52.242-15 shall govern.

To perform the required work, the Contractor shall provide all professional staff, support staff, and specialists necessary to plan, supervise, perform and report the required work. The Contractor shall also provide adequate professional supervision to assure the accuracy, quality, and completeness of all work required under this contract.

C.16. PERFORMANCE METRICS: Contract performance will be measured against the performance standards specified in the applicable task order.

SECTION E - Inspection and Acceptance

52.246-4 Inspection of Services - Fixed-Price. (AUG 1996)

SECTION F - Deliveries or Performance

52.242-15 Stop-Work Order. (AUG 1989)

52.242-17 Government Delay of Work. (APR 1984)

SECTION G - Contract Administration Data

ADMINISTRATIVE INFORMATION

CONTRACTING OFFICER REPRESENTATIVE: Dr. Radwan Saade

(202) 205-6878 (v) Radwan.saade@sba.gov

CONTRACTING POC: Robert Atchison

(303) 844-7102 (v) Robert.atchison@sba.gov

PRIMARY PLACE OF PERFORMANCE: Contractor Facility

PERIOD OF PERFORMANCE: Five years from date of award

AUTHORITY TO ISSUE ORDERS: Task orders may only be issued by an authorized Contracting Officer of the Small Business Administration (Denver Finance Center).

INVOICING INSTRUCTIONS:

When submitting invoice(s) the following information is required on every invoice:

Vendor Name and address Invoice Date Invoice Number Contract Number Requisition Number Period of Performance of the Task Order Period of Performance Being Invoiced Contractor POC for Invoice Issues

Failure to cite this information will result in non-payment of invoice.

SECTION I - Contract Clauses

CLAUSES INCORPORATED BY REFERENCE

52.202-1 Definitions JAN 2012 52.203-3 Gratuities APR 1984 52.203-5 Covenant Against Contingent Fees APR 1984 52.203-6 Restrictions On Subcontractor Sales To The Government SEP 2006 52.203-7 Anti-Kickback Procedures OCT 2010 52.203-8 Cancellation, Rescission, and Recovery of Funds for Illegal or Improper Activity JAN 1997 52.203-10 Price Or Fee Adjustment For Illegal Or Improper Activity JAN 1997 52.203-12 Limitation On Payments To Influence Certain Federal

Transactions OCT 2010 52.203-13 Contractor Code of Business Ethics and Conduct APR 2010 52.203-16 Preventing Personal Conflicts of Interest DEC 2011 52.203-17 Contractor Employee Whistleblower Rights and Requirement

To Inform Employees of Whistleblower Rights SEP 2013 52.204-4 Printed or Copied Double-Sided on Postconsumer Fiber

Content Paper MAY 2011 52.204-9 Personal Identity Verification of Contractor Personnel JAN 2011 52.204-10 Reporting Executive Compensation and First-Tier

Subcontract Awards JUN 2013 52.204-13 System for Award Management Maintenance JUL 2013 52.209-6 Protecting the Government's Interest When Subcontracting

With Contractors Debarred, Suspended, or Proposed for Debarment DEC 2010

52.209-9 Updates of Publicly Available Information Regarding Responsibility Matters JUL 2013

52.209-10 Prohibition on Contracting With Inverted Domestic Corporations MAY 2012

52.210-1 Market Research APR 2011 52.215-2 Audit and Records--Negotiation OCT 2010 52.215-8 Order of Precedence--Uniform Contract Format OCT 1997 52.219-6 Notice of Total Small Business Set-Aside NOV 2011 52.219-14 Limitations On Subcontracting NOV 2011 52.219-28 Post-Award Small Business Program Representation JUL 2013 52.222-3 Convict Labor JUN 2003 52.222-17 Nondisplacement of Qualified Workers JAN 2013 52.222-21 Prohibition Of Segregated Facilities FEB 1999 52.222-26 Equal Opportunity MAR 2007 52.222-35 Equal Opportunity for Veterans SEP 2010 52.222-36 Affirmative Action For Workers With Disabilities OCT 2010 52.222-37 Employment Reports on Veterans SEP 2010 52.222-40 Notification of Employee Rights Under the National Labor

Relations Act DEC 2010 52.222-41 Service Contract Act Of 1965 NOV 2007 52.222-43 Fair Labor Standards Act And Service Contract Act - Price

Adjustment (Multiple Year And Option) SEP 2009 52.222-50 Combating Trafficking in Persons FEB 2009 52.222-54 Employment Eligibility Verification AUG 2013 52.223-5 Pollution Prevention and Right-to-Know Information MAY 2011 52.223-6 Drug-Free Workplace MAY 2001 52.223-10 Waste Reduction Program MAY 2011 52.223-18 Encouraging Contractor Policies To Ban Text Messaging

While Driving AUG 2011 52.224-1 Privacy Act Notification APR 1984 52.224-2 Privacy Act APR 1984 52.227-17 Rights in Data—Special Works DEC 2007 52.229-3 Federal, State And Local Taxes FEB 2013 52.232-1 Payments APR 1984 52.232-8 Discounts For Prompt Payment FEB 2002 52.232-11 Extras APR 1984 52.232-17 Interest OCT 2010 52.232-23 Assignment Of Claims JAN 1986 52.232-33 Payment by Electronic Funds Transfer--System for Award

Management JUL 2013 52.232-37 Multiple Payment Arrangements MAY 1999 52.232-39 Unenforceability of Unauthorized Obligations JUN 2013 52.232-40 Providing Accelerated Payments to Small Business

Subcontractors DEC 2013 52.233-1 Alt I Disputes (Jul 2002) - Alternate I DEC 1991 52.233-3 Protest After Award AUG 1996 52.233-4 Applicable Law for Breach of Contract Claim OCT 2004 52.237-3 Continuity Of Services JAN 1991 52.239-1 Privacy or Security Safeguards AUG 1996 52.242-13 Bankruptcy JUL 1995 52.243-1 Alt I Changes--Fixed Price (Aug 1987) - Alternate I APR 1984 52.244-6 Subcontracts for Commercial Items DEC 2013 52.246-25 Limitation Of Liability--Services FEB 1997 52.249-2 Termination For Convenience Of The Government (Fixed-

Price) APR 2012 52.249-8 Default (Fixed-Price Supply & Service) APR 1984 52.253-1 Computer Generated Forms JAN 1991

CLAUSES INCORPORATED BY FULL TEXT

52.216-18 ORDERING (OCT 1995)

(a) Any supplies and services to be furnished under this contract shall be ordered by issuance of delivery orders or task orders by the individuals or activities designated in the Schedule. Such orders may be issued from 1 Jun 2014 through 31 May 2019.

(b) All delivery orders or task orders are subject to the terms and conditions of this contract. In the event of conflict between a delivery order or task order and this contract, the contract shall control.

(c) If mailed, a delivery order or task order is considered “issued” when the Government deposits the order in the mail. Orders may be issued orally, by facsimile, or by electronic commerce methods only if authorized in the Schedule.

(End of Clause)

52.216-19 ORDER LIMITATIONS. (OCT 1995)

(a) Minimum order. When the Government requires supplies or services covered by this contract in an amount of less than $2,500.00, the Government is not obligated to purchase, nor is the Contractor obligated to furnish, those supplies or services under the contract.

(b) Maximum order. The Contractor is not obligated to honor:

(1) Any order for a single item in excess of $50,000;

(2) Any order for a combination of items in excess of $100,000; or

(3) A series of orders from the same ordering office within 3 days that together call for quantities exceeding the limitation in subparagraph (1) or (2) above.

(c) If this is a requirements contract (i.e., includes the Requirements clause at subsection 52.216-21 of the Federal Acquisition Regulation (FAR)), the Government is not required to order a part of any one requirement from the Contractor if that requirement exceeds the maximum-order limitations in paragraph

(b) above.

(d) Notwithstanding paragraphs (b) and (c) above, the Contractor shall honor any order exceeding the maximum order limitations in paragraph (b), unless that order (or orders) is returned to the ordering office within 5 days after issuance, with written notice stating the Contractor's intent not to ship the item (or items) called for and the reasons.

Upon receiving this notice, the Government may acquire the supplies or services from another source.

(End of clause)

52.216-22 INDEFINITE QUANTITY. (OCT 1995)

(a) This is an indefinite-quantity contract for the supplies or services specified, and effective for the period stated, in the Schedule. The quantities of supplies and services specified in the Schedule are estimates only and are not purchased by this contract.

(b) Delivery or performance shall be made only as authorized by orders issued in accordance with the Ordering clause. The Contractor shall furnish to the Government, when and if ordered, the supplies or services specified in the Schedule up to and including the quantity designated in the Schedule as the "maximum". The Government shall order at least the quantity of supplies or services designated in the Schedule as the "minimum".

(c) Except for any limitations on quantities in the Order Limitations clause or in the Schedule, there is no limit on the number of orders that may be issued. The Government may issue orders requiring delivery to multiple destinations or performance at multiple locations.

(d) Any order issued during the effective period of this contract and not completed within that period shall be completed by the Contractor within the time specified in the order. The contract shall govern the Contractor's and Government's rights and obligations with respect to that order to the same extent as if the order were completed during the contract's effective period; provided, that the Contractor shall not be required to make any deliveries under this contract after the date specified on the individual task order(s).

(End of clause)

52.217-8 OPTION TO EXTEND SERVICES (NOV 1999)

The Government may require continued performance of any services within the limits and at the rates specified in the contract. These rates may be adjusted only as a result of revisions to prevailing labor rates provided by the Secretary of Labor. The option provision may be exercised more than once, but the total extension of performance hereunder shall not exceed 6 months. The Contracting Officer may exercise the option by written notice to the Contractor within 10 days of the contract expiration.

(End of clause)

52.217-9 OPTION TO EXTEND THE TERM OF THE CONTRACT (MAR 2000)

(a) The Government may extend the term of this contract by written notice to the Contractor within TO BE IDENTIFIED AT THE TASK ORDER LEVEL WHEN APPLICABLE; provided that the Government gives the Contractor a preliminary written notice of its intent to extend at least 30 days before the contract expires. The preliminary notice does not commit the Government to an extension.

(b) If the Government exercises this option, the extended contract shall be considered to include this option clause.

(c) The total duration of this contract, including the exercise of any options under this clause, shall not exceed TO BE IDENTIFIED AT THE TASK ORDER LEVEL WHEN APPLICABLE.

52.222-42 STATEMENT OF EQUIVALENT RATES FOR FEDERAL HIRES (MAY 1989)

In compliance with the Service Contract Act of 1965, as amended, and the regulations of the Secretary of Labor (29 CFR Part 4), this clause identifies the classes of service employees expected to be employed under the contract and states the wages and fringe benefits payable to each if they were employed by the contracting agency subject to the provisions of 5 U.S.C. 5341 or 5332.

THIS STATEMENT IS FOR INFORMATION ONLY: IT IS NOT A WAGE DETERMINATION

Employee Class Monetary Wage-Fringe Benefits

Labor Category GS Level

Annual Wage Range (including locality for "Rest of US"

Fringe Benefit Rate

Engineer/Scientist Level II GS 14 $97,657 - $126,949 $36.25

Engineer/Scientist Level III GS 15 $114,872 - $149,333 $36.25 Engineer/Research Technician Level I GS 07 $39,179 - $50,932 $36.25 Engineer/Research Technician Level III GS 12 $69,497 - $90,344 $36.25 Project Manager Level II GS 14 $97,657 - $126,949 $36.25

52.232-32 PERFORMANCE-BASED PAYMENTS (APR 2012)

(a) Amount of payments and limitations on payments. Subject to such other limitations and conditions as are specified in this contract and this clause, the amount of payments and limitations on payments shall be specified in the contract's description of the basis for payment.

(b) Contractor request for performance-based payment. The Contractor may submit requests for payment of performance-based payments not more frequently than monthly, in a form and manner acceptable to the Contracting Officer. Unless otherwise authorized by the Contracting Officer, all performance-based payments in any period for which payment is being requested shall be included in a single request, appropriately itemized and totaled. The Contractor's request shall contain the information and certification detailed in paragraphs (l) and (m) of this clause.

(c) Approval and payment of requests.

(1) The Contractor shall not be entitled to payment of a request for performance-based payment prior to successful accomplishment of the event or performance criterion for which payment is requested. The Contracting Officer shall determine whether the event or performance criterion for which payment is requested has been successfully accomplished in accordance with the terms of the contract. The Contracting Officer may, at any time, require the Contractor to substantiate the successful performance of any event or performance criterion which has been or is represented as being payable.

(2) A payment under this performance-based payment clause is a contract financing payment under the Prompt Payment clause of this contract and not subject to the interest penalty provisions of the Prompt Payment Act. The designated payment office will pay approved requests on the 30th day after receipt of the request for performance based payment by the designated payment office. However, the designated payment office is not required to provide payment if the Contracting Officer requires substantiation as provided in paragraph (c)(1) of this clause, or inquires into the status of an event or performance criterion, or into any of the conditions listed in paragraph (e) of this clause, or into the Contractor certification. The payment period will not begin until the Contracting Officer approves the request.

(3) The approval by the Contracting Officer of a request for performance-based payment does not constitute an acceptance by the Government and does not excuse the Contractor from performance of obligations under this contract.

(d) Liquidation of performance-based payments.

(1) Performance-based finance amounts paid prior to payment for delivery of an item shall be liquidated by deducting a percentage or a designated dollar amount from the delivery payment. If the performance-based finance payments are on a delivery item basis, the liquidation amount for each such line item shall be the percent of that delivery item price that was previously paid under performance-based finance payments or the designated dollar amount. If the performance-based finance payments are on a whole contract basis, liquidation shall be by either predesignated liquidation amounts or a liquidation percentage.

(2) If at any time the amount of payments under this contract exceeds any limitation in this contract, the Contractor shall repay to the Government the excess. Unless otherwise determined by the Contracting Officer, such excess shall be credited as a reduction in the unliquidated performance-based payment balance(s), after adjustment of invoice payments and balances for any retroactive price adjustments.

(e) Reduction or suspension of performance-based payments. The Contracting Officer may reduce or suspend performance-based payments, liquidate performance-based payments by deduction from any payment under the contract, or take a combination of these actions after finding upon substantial evidence any of the following conditions:

(1) The Contractor failed to comply with any material requirement of this contract (which includes paragraphs (h) and (i) of this clause).

(2) Performance of this contract is endangered by the Contractor's --

(i) Failure to make progress; or

(ii) Unsatisfactory financial condition.

(3) The Contractor is delinquent in payment of any subcontractor or supplier under this contract in the ordinary course of business.

(f) Title.

(1) Title to the property described in this paragraph (f) shall vest in the Government. Vestiture shall be immediately upon the date of the first performance-based payment under this contract, for property acquired or produced before that date. Otherwise, vestiture shall occur when the property is or should have been allocable or properly chargeable to this contract

(2) "Property," as used in this clause, includes all of the following described items acquired or produced by the Contractor that are or should be allocable or properly chargeable to this contract under sound and generally accepted accounting principles and practices:

(i) Parts, materials, inventories, and work in process;

(ii) Special tooling and special test equipment to which the Government is to acquire title;

(iii) Nondurable (i.e., noncapital) tools, jigs, dies, fixtures, molds, patterns, taps, gauges, test equipment and other similar manufacturing aids, title to which would not be obtained as special tooling under subparagraph (f)(2)(ii) of this clause; and

(iv) Drawings and technical data, to the extent the Contractor or subcontractors are required to deliver them to the Government by other clauses of this contract.

(3) Although title to property is in the Government under this clause, other applicable clauses of this contract (e.g., the termination or clauses) shall determine the handling and disposition of the property.

(4) The Contractor may sell any scrap resulting from production under this contract, without requesting the Contracting Officer's approval, provided that any significant reduction in the value of the property to which the Government has title under this clause is reported in writing to the Contracting Officer.

(5) In order to acquire for its own use or dispose of property to which title is vested in the Government under this clause, the Contractor shall obtain the Contracting Officer's advance approval of the action and the terms. If approved, the basis for payment (the events or performance criteria) to which the property is related shall be deemed to be not in compliance with the terms of the contract and not payable (if the property is part of or needed for performance), and the Contractor shall refund the related performance-based payments in accordance with paragraph (d) of this clause.

(6) When the Contractor completes all of the obligations under this contract, including liquidation of all performance-based payments, title shall vest in the Contractor for all property (or the proceeds thereof) not

(i) Delivered to, and accepted by, the Government under this contract; or

(ii) Incorporated in supplies delivered to, and accepted by, the Government under this contract and to which title is vested in the Government under this clause.

(7) The terms of this contract concerning liability for Government-furnished property shall not apply to property to which the Government acquired title solely under this clause.

(g) Risk of loss. Before delivery to and acceptance by the Government, the Contractor shall bear the risk of loss for property, the title to which vests in the Government under this clause, except to the extent the Government expressly assumes the risk. If any property is lost (see 45.101), the basis of payment (the events or performance criteria) to which the property is related shall be deemed to be not in compliance with the terms of the contract and not payable (if the property is part of or needed for performance), and the Contractor shall refund the related performance-based payments in accordance with paragraph (d) of this clause.

(h) Records and controls. The Contractor shall maintain records and controls adequate for administration of this clause. The Contractor shall have no entitlement to performance-based payments during any time the Contractor's records or controls are determined by the Contracting Officer to be inadequate for administration of this clause.

(i) Reports and Government access. The Contractor shall promptly furnish reports, certificates, financial statements, and other pertinent information requested by the Contracting Officer for the administration of this clause and to determine that an event or other criterion prompting a financing payment has been successfully accomplished. The Contractor shall give the Government reasonable opportunity to examine and verify the Contractor's records and to examine and verify the Contractor's performance of this contract for administration of this clause.

(j) Special terms regarding default. If this contract is terminated under the Default clause,

(1) the Contractor shall, on demand, repay to the Government the amount of unliquidated performance-based payments, and

(2) title shall vest in the Contractor, on full liquidation of all performance-based payments, for all property for which the Government elects not to require delivery under the Default clause of this contract. The Government shall be liable for no payment except as provided by the Default clause.

(k) Reservation of rights.

(1) No payment or vesting of title under this clause shall --

(i) Excuse the Contractor from performance of obligations under this contract; or

(ii) Constitute a waiver of any of the rights or remedies of the parties under the contract.

(2) The Government's rights and remedies under this clause --

(i) Shall not be exclusive, but rather shall be in addition to any other rights and remedies provided by law or this contract; and

(ii) Shall not be affected by delayed, partial, or omitted exercise of any right, remedy, power, or privilege, nor shall such exercise or any single exercise preclude or impair any further exercise under this clause or the exercise of any other right, power, or privilege of the Government.

(l) Content of Contractor's request for performance-based payment. The Contractor's request for performance-based payment shall contain the following:

(1) The name and address of the Contractor;

(2) The date of the request for performance-based payment;

(3) The contract number and/or other identifier of the contract or order under whichthe request is made;

(4) Such information and documentation as is required by the contract's description of the basis for payment; and

(5) A certification by a Contractor official authorized to bind the Contractor, as specified in paragraph (m) of this clause.

(m) Content of Contractor's certification. As required in paragraph (l)(5) of this clause, the Contractor shall make the following certification in each request for performance-based payment:

I certify to the best of my knowledge and belief that --

(1) This request for performance-based payment is true and correct; this request (and attachments) has been prepared from the books and records of the Contractor, in accordance with the contract and the instructions of the Contracting Officer;

(2) (Except as reported in writing on __________), all payments to subcontractors and suppliers under this contract have been paid, or will be paid, currently, when due in the ordinary course of business;

(3) There are no encumbrances (except as reported in writing on _________) against the property acquired or produced for, and allocated or properly chargeable to, the contract which would affect or impair the Government's title;

(4) There has been no materially adverse change in the financial condition of the Contractor since the submission by the Contractor to the Government of the most recent written information dated _____________; and

(5) After the making of this requested performance-based payment, the amount of all payments for each deliverable item for which performance-based payments have been requested will not exceed any limitation in the contract, and the amount of all payments under the contract will not exceed any limitation in the contract.

(End of Clause)

52.243-7 NOTIFICATION OF CHANGES (APR 1984)

(a) Definitions. “Contracting Officer,” as used in this clause, does not include any representative of the Contracting Officer.

“Specifically Authorized Representative (SAR),” as used in this clause, means any person the Contracting Officer has so designated by written notice (a copy of which shall be provided to the Contractor) which shall refer to this subparagraph and shall be issued to the designated representative before the SAR exercises such authority.

(b) Notice. The primary purpose of this clause is to obtain prompt reporting of Government conduct that the Contractor considers to constitute a change to this contract. Except for changes identified as such in writing and signed by the Contracting Officer, the Contractor shall notify the Administrative Contracting Officer in writing promptly, within ____ (to be negotiated) calendar days from the date that the Contractor identifies any Government conduct (including actions, inactions, and written or oral communications) that the Contractor regards as a change to the contract terms and conditions. On the basis of the most accurate information available to the Contractor, the notice shall state --

(1) The date, nature, and circumstances of the conduct regarded as a change;

(2) The name, function, and activity of each Government individual and Contractor official or employee involved in or knowledgeable about such conduct;

(3) The identification of any documents and the substance of any oral communication involved in such conduct;

(4) In the instance of alleged acceleration of scheduled performance or delivery, the basis upon which it arose;

(5) The particular elements of contract performance for which the Contractor may seek an equitable adjustment under this clause, including --

(i) What contract line items have been or may be affected by the alleged change;

(ii) What labor or materials or both have been or may be added, deleted, or wasted by the alleged change;

(iii) To the extent practicable, what delay and disruption in the manner and sequence of performance and effect on continued performance have been or may be caused by the alleged change;

(iv) What adjustments to contract price, delivery schedule, and other provisions affected by the alleged change are estimated; and

(6) The Contractor’s estimate of the time by which the Government must respond to the Contractor’s notice to minimize cost, delay or disruption of performance.

(c) Continued performance. Following submission of the notice required by paragraph (b) of this clause, the Contractor shall diligently continue performance of this contract to the maximum extent possible in accordance with its terms and conditions as construed by the Contractor, unless the notice reports a direction of the Contracting Officer or a communication from a SAR of the Contracting Officer, in either of which events the Contractor shall continue performance; provided, however, that if the Contractor regards the direction or communication as a change as described in paragraph (b) of this clause, notice shall be given in the manner provided. All directions, communications, interpretations, orders and similar actions of the SAR shall be reduced to writing promptly and copies furnished to the Contractor and to the Contracting Officer. The Contracting Officer shall promptly countermand any action which exceeds the authority of the

SAR.

(d) Government response. The Contracting Officer shall promptly, within 5 calendar days after receipt of notice, respond to the notice in writing. In responding, the Contracting Officer shall either --

(1) Confirm that the conduct of which the Contractor gave notice constitutes a change and when necessary direct the mode of further performance;

(2) Countermand any communication regarded as a change;

(3) Deny that the conduct of which the Contractor gave notice constitutes a change and when necessary direct the mode of further performance; or

(4) In the event the Contractor’s notice information is inadequate to make a decision under subparagraphs (d)(1), (2), or (3) of this clause, advise the Contractor what additional information is required, and establish the date by which it should be furnished and the date thereafter by which the Government will respond.

(e) Equitable adjustments.

(1) If the Contracting Officer confirms that Government conduct effected a change as alleged by the Contractor, and the conduct causes an increase or decrease in the Contractor’s cost of, or the time required for, performance of any part of the work under this contract,…