SP330010R0009_Conformed thru Amendment 0001.docx

MAX MAX

ITEM NO. SUPPLIES/SERVICES QUANTITY UNIT UNIT PRICE AMOUNT

PART I - THE SCHEDULE

SECTION B - SUPPLIES OR SERVICES AND PRICES/COSTS

BASE PERORMANCE PERIOD

EFFECTIVE UPON CONTRACT AWARD THROUGH

12 MONTHS THEREAFTER

Cost Plus Fixed Fee (CPFF) 0001 Distribution Support Service labor necessary to perform a wide range 1 LOT

Cost Reimbursement (No FEE) 0002 Material Support, Operational Support, Travel, Training & Conference Costs for CLIN 0001 IAW PWS Section C-4

0003 Reports IAW PWS Section C-6.6 1 LOT NSP

Firm Fixed Price (Applicable to CLIN 0004) 0004 Phase-In Training IAW PWS Section C-1.8 & 3.2 1 Month $________ $___________

TOTAL ESTIMATED COST - BASE PERIOD $___________

PREVIOUS EDITION USABLE 36-109 STANDARD FORM 36 (REV.10-83)

Prescribed by GSA

FAR (48 CFR) 53.111

MAX MAX

ITEM NO. SUPPLIES/SERVICES QUANTITY UNIT UNIT PRICE AMOUNT

PART I - THE SCHEDULE

SECTION B - SUPPLIES OR SERVICES AND PRICES/COSTS

OPTION PERORMANCE PERIOD ONE

EFFECTIVE UPON COMPLETION OF BASE PERFORMANCE

PERIOD THROUGH 12 MONTHS THEREAFTER

Cost Plus Fixed Fee (CPFF) 1001 Distribution Support Service labor necessary to perform a wide range 1 LOT

Cost Reimbursement (No FEE) 1002 Material Support, Operational Support, Travel, Training & Conference Costs for CLIN 1001 IAW PWS Section C-4

1003 Reports IAW PWS Section C-6.6 1 LOT NSP

TOTAL ESTIMATED COST - OPTION PERIOD ONE $___________

PREVIOUS EDITION USABLE 36-109 STANDARD FORM 36 (REV.10-83)

Prescribed by GSA

FAR (48 CFR) 53.111

MAX MAX

ITEM NO. SUPPLIES/SERVICES QUANTITY UNIT UNIT PRICE AMOUNT

PART I - THE SCHEDULE

SECTION B - SUPPLIES OR SERVICES AND PRICES/COSTS

OPTION PERORMANCE PERIOD TWO

EFFECTIVE UPON COMPLETION OF OPTION PERFORMANCE

PERIOD ONE THROUGH 12 MONTHS THEREAFTER

Cost Plus Fixed Fee (CPFF) 2001 Distribution Support Service labor necessary to perform a wide range 1 LOT

Cost Reimbursement (No FEE) 2002 Material Support, Operational Support, Travel, Training & Conference Costs for CLIN 2001 IAW PWS Section C-4

2003 Reports IAW PWS Section C-6.6 1 LOT NSP

TOTAL ESTIMATED COST - OPTION PERIOD TWO $___________

PREVIOUS EDITION USABLE 36-109 STANDARD FORM 36 (REV.10-83)

MAX MAX

ITEM NO. SUPPLIES/SERVICES QUANTITY UNIT UNIT PRICE AMOUNT

PART I - THE SCHEDULE

SECTION B - SUPPLIES OR SERVICES AND PRICES/COSTS

OPTION PERORMANCE PERIOD THREE

EFFECTIVE UPON COMPLETION OF OPTION PERFORMANCE

PERIOD TWO THROUGH 12 MONTHS THEREAFTER

Cost Plus Fixed Fee (CPFF) 3001 Distribution Support Service labor necessary to perform a wide range 1 LOT

Cost Reimbursement (No FEE) 3002 Material Support, Operational Support, Travel, Training & Conference Costs for CLIN 3001 IAW PWS Section C-4

3003 Reports IAW PWS Section C-6.6 1 LOT NSP

TOTAL ESTIMATED COST - OPTION PERIOD THREE $___________

PREVIOUS EDITION USABLE 36-109 STANDARD FORM 36 (REV.10-83)

MAX MAX

ITEM NO. SUPPLIES/SERVICES QUANTITY UNIT UNIT PRICE AMOUNT

PART I - THE SCHEDULE

SECTION B - SUPPLIES OR SERVICES AND PRICES/COSTS

OPTION PERORMANCE PERIOD FOUR

EFFECTIVE UPON COMPLETION OF OPTION PERFORMANCE

PERIOD THREE THROUGH 12 MONTHS THEREAFTER

Cost Plus Fixed Fee (CPFF) 4001 Distribution Support Service labor necessary to perform a wide range 1 LOT

Cost Reimbursement (No FEE) 4002 Material Support, Operational Support, Travel, Training & Conference Costs for CLIN 4001 IAW PWS Section C-4

4003 Reports IAW PWS Section C-6.6 1 LOT NSP

TOTAL CEILING PRICE - OPTION PERIOD FOUR $___________

TOTAL CEILING PRICE FOR BASE AND OPTIONS $___________

PREVIOUS EDITION USABLE 36-109 STANDARD FORM 36 (REV.10-83)

Prescribed by GSA Conformed thru Amendment 0001

FAR (48 CFR) 53.111

SECTION B INSTRUCTIONS

This is an Indefinite Delivery / Indefinite Quantity (ID/IQ) Cost-Plus Fixed Fee (CPFF) type contract. The form of the CPFF is “completion” as defined in FAR 16.306(d)(1). This contract includes a one-year base period and four (4) one-year option periods.

This solicitation contains FAR 52.219-18 since competition is limited to Eligible 8(a) concerns.

PRICING INSTRUCTIONS:

COST PLUS FIXED FEE (CPFF) PRICING ARANGEMENT – CLINs X001: Costs for Labor shall include all direct labor costs. Costs shall be reimbursed at actual cost plus applicable indirect costs and a base fixed fee. In accordance with FAR 15.404-4(c)(4)(i)(C), the fixed fee shall not exceed 10% of the contract’s estimated cost, excluding fee. All CLINS shall be invoiced in accordance with SECTION G, DLA DISTRIBUTION 52.232-9W32 INVOICING INSTRUCTION (AUG 2008).

Solicitation Instructions: Offeror shall insert Estimated Cost, Fixed Fee Profit Percentage, Fixed Fee Profit Dollars, and Total Estimated Cost Plus Fixed Fee.

COST REIMBURSEMENT (NO FEE) PRICING ARRANGEMENT - CLINs X002: Government has provided an estimated cost exclusive of G&A or Material Handling. Offerors shall apply only their G&A or Material Handling Rate to this estimated cost to arrive at the Ceiling Price amount. The Contractor shall be reimbursed for actual cost and G&A or Material Handling only. No fee shall be applied. Shall be invoiced in accordance with SECTION G, DLA DISTRIBUTION 52.232-9W32 INVOICING INSTRUCTION (AUG 2008).

Solicitation Instructions:

Offerors shall insert and apply their G&A or Material Handling Rate to the Government provided estimated cost to arrive at the Ceiling Price. The Government provided estimated cost has already been inserted. Offerors shall enter the G&A or Material Handling Rate dollar amount and the Ceiling Price in Section B. No fee shall be applied.

REPORTING REQUIREMENTS – CLINs X003: Reporting requirements. Not Separately Priced.

FIRM FIXED PRICE ARRANGEMENT – CLIN 0004: shall be paid on firm fixed price.

Minimum and Maximum Quantities

(a) As referred to in paragraph (b) of the Section I clause at FAR 52.216-22 entitled “Indefinite Quantity”, the minimum value of services is $250,000 for the base year and $250,000 for each option period, if exercised. The maximum value of the services is the total estimated value of the contract for the base and all option years.

(b) Individual states have their own laws which may require additional compensation to employees beyond the requirements of the U.S. Government; for example, overtime payment requirements and health insurance requirements. Offerors must determine for themselves the individual state conditions and requirements. Specific examples are the requirements of the states of California, Washington and Hawaii.

(End of Text)

END OF SECTION B

SP3300-10-R-0009

Conformed thru Amendment 0001

SP3100-09-R-0013

Conformed thru Amendment 0007

SECTION C – DESCRIPTION/SPECS/WORK STATEMENT

See Section J – List of Attachments

Attachment J.1: Section C – Performance Work Statement (PWS)

END OF SECTION C

SP3300-10-R-0009

Conformed thru Amendment 0001

SP3300-10-R-0009

Conformed thru Amendment 0001

SECTION D – PACKAGING AND MARKING

No Applicable Clauses

END OF SECTION D

SECTION E - INSPECTION AND ACCEPTANCE

CLAUSE(S) INCORPORATED BY REFERENCE

Clause(s) Applicable to Fixed-Price CLIN 0004

END OF SECTION E

SECTION F - DELIVERIES OR PERFORMANCE

CLAUSE(S) INCORPORATED BY REFERENCE

Clause(s) Applicable to All CLINs

F-4 Period of Performance

Services shall be performed as prescribed by the Performance Work Statement – Section C.

1. Base Period – effective date of contract for a period of 12 months.

2. Option Period One – if exercised, 12 months from effective date until 12 months thereafter.

3. Option Period Two – if exercised, 24 months from effective date until 12 months thereafter.

4. Option Period Three – if exercised, 36 months from effective date until 12 months thereafter.

5. Option Period Four – if exercised, 48 months from effective date until 12 months thereafter.

(End of Text F-4)

END OF SECTION F

SECTION G - CONTRACT ADMINISTRATION DATA

ACCOUNTING AND APPROPRIATION DATA

Clause(s) Applicable to All CLINs

CLAUSE(S) INCORPORATED BY FULL TEXT

Clause(s) Applicable to All CLINs

G-2 DLA DISTRIBUTION 52.201-9W26 --Designation of COR/Alternate COR (AUG 2008)

(a) The Contracting Officer (KO) will designate a COR/Alternate COR for this contract in writing prior to performance. The COR/Alternate COR is responsible for monitoring progress and overall management of Contractor performance hereunder. In no event, however, shall any understanding or agreement, modification, change order, or other matter deviating from the terms of subject contract between the Contractor and any person other than the KO be effective or binding upon the Government, unless formalized by proper contractual documents executed by the KO prior to completion of this contract.

(b) On all matters that pertain to contract terms, the Contractor shall contact the KO. When, in the opinion of the Contractor, the COR/Alternate COR requests effort outside the existing scope of the order or contract, the Contractor shall promptly notify the KO in writing. The Contractor under such request shall take no action unless authorized by the KO that the request is within the scope of the contract or the KO has issued a contractual modification.

(End of Clause) (End of Text G-2)

G-3 Instructions for Payment by DFAS

This contract/order will be paid by DFAS.

Invoices for supply contracts shall be submitted at time goods are shipped.

Invoices for service contracts shall be submitted in accordance with instructions provided in the contract/order.

Unless indicated elsewhere in this contract/order, invoices shall be faxed or emailed to the contract specialist identified on page 1 of this document in the block titled "Administered by".

In accordance with the Prompt Payment Act (FAR 52.232-25), payment will normally be made within thirty (30) days after receipt of proper invoice or acceptance of supplies/services, whichever is later. All inquiries regarding payments shall be directed to:

Check payment status on the web at www.dod.mil/dfas under "Money Matters."

(End of Text G-3)

G-4 DLA DISTRIBUTION 52.232-9W32 -- Invoicing Instruction (AUG 2008)

(a) Invoices shall be submitted not later than the fifth (5th) working day after the end of the previous month. The amount claimed to be due shall be indicated for the Contract and Contract Line Item Numbers (CLINs) and Sub CLINs. The public voucher and Standard Form 1034 shall be used to document each invoice.

(b) Reimbursement requests for Cost Plus Fixed Fee CLINs 0001, 1001, 2001, 3001 and 4001 shall be fully documented with Contractor payroll records showing name, labor category, labor rate, and hours worked or evidence of payments to subcontractors to support the hours claimed for the CLINs using the report format in Section C-6.6.1, Monthly Reports, Report Number 001, CLINs X001 Monthly Report. The contractor shall invoice 1/12th of the amount of the fixed fee each month.

(c) Reimbursement requests for material support costs and travel/training/conferences under CLINs 0002, 1002, 2002, 3002, 4002 shall be documented using the report format in Section C-6.6.1, Monthly Reports, Report Number 002, CLINs X002 Monthly Report. Documentation shall be provided which fully supports the amount claimed for payment IAW FAR 31.205 such as paid receipts for materials purchased, copies of quotes obtained, paid receipts for travel costs, detailed per diem statements IAW the Joint Travel Regulations, etc. The Government will reimburse the Contractor for actual costs. The Contractor may include General and Administrative (G&A) or Material Handling expense IAW the Contractor’s usual accounting practices consistent with Subpart 31.2 of the FAR.

(d) Firm Fixed Price CLIN 0004 shall be paid at the unit price on a monthly basis.

(e) Two (2) copies of each invoice shall be forwarded to the COR for certification and one (1) copy of each invoice shall be forwarded to the Contract Specialist administering the contract for the contract file. The COR will be responsible to indicate the date received and the date accepted, and process within five (5) working days. Upon acceptance/approval, the COR will forward to the appropriate Defense Contract Audit Agency, (DCAA) for review and approval. Upon acceptance/approval, DCAA shall forward the invoice to the appropriate Defense Finance and Accounting Services (DFAS) office as indicated on the Standard Form 33 of the contract for payment and will also forward an information copy to the DLA DISTRIBUTION Contract Specialist.

(f) In addition to the requirements of FAR 52.232-25, Prompt Payment, submissions of invoices shall include the following information:

1. Contract CLIN or SubCLIN for each item invoiced.

2. BOSS Financial Document Number (see “Accounting and Appropriation Data”, Section G).

4. Contract Number, Delivery Order Number and/or Modification Number.

5. Description of work.

6. A certificate of performance, stating:

“This is to certify that the services set forth herein were performed during the period stated on this contract/order.”

Contractor’s Authorized Representative Date

7. A certificate for the COR’s signature stating:

“I certify that the labor charges and other costs specified herein are reasonable and accurately reflect the work accomplished by the contractor on this contract.”

The Contractor’s final invoice shall be identified as such, and shall list all other invoices previously tendered under this contract.

(End of Clause) (End of Text G-4)

G-5 DLA DISTRIBUTION 52.232-9W33 -- Payment, Selected Items of Cost Reimbursement Contracts (AUG 2008)

Travel Costs

(1) Air: The Contractor shall be reimbursed for the actual cost of transportation via air, provided, such costs are the lowest customary standard, coach, or equivalent airfare offered during normal business hours, unless higher fares are justified in accordance with FAR 31.205-46(d).

(2) Privately Owned Conveyance: Reimbursement for the use of privately owned conveyance by the Contractor’s personnel will be at the mileage rate specified in the Joint Travel Regulations plus all necessary tolls when such travel is necessary for performance under this contract and does not constitute non-reimbursable travel as defined below.

(3) Auto Rental: Reimbursement for the use of rental cars (most economical class available consistent with the need) by the Contractor’s personnel will be at actual cost.

Substantiation of Costs: The Contractor shall submit a summary by trip of actual costs incurred for authorized travel. In no event will reimbursement exceed the published rates of common carriers unless justified and approved in advance by the Contracting Officer.

Personnel in Travel Status: For personnel on official travel status (i.e. travel required for performance of this contract and authorized by the Contracting Officer or the Contracting Officer’s Representative (COR)), travel shall be considered at time of performance under the contract. However, such reimbursement shall not exceed eight (8) labor hours per individual while in travel status during one (1) calendar day nor shall travel outside regular duty hours be reimbursed except: when travel involves the performance of work while traveling, is carried out under arduous conditions, or results from an event that could not be scheduled or controlled administratively by either the Contractor or Government.

Per Diem

Expenses for subsistence and lodging shall be reimbursed to the Contractor only to the extent where overnight stay is necessary and authorized by the Contracting Officer for performance under this contract. Incurred costs shall be considered to be reasonable and allowable only to the extent that they do not exceed, on a daily basis, the maximum per diem rates in effect at the time of travel as set forth in the Federal Travel Regulations, Joint Travel Regulations and Standardized Regulations set forth in FAR 31.205-46(a)(2).

Cost of Materials

The cost of materials furnished or used under this contract shall be reimbursed in accordance with paragraph (b) of the clause entitled, “Allowable Cost and Payment (FAR 52.216-07)” for cost reimbursement contracts or “Payments under Time-and-Material/Labor Hour Contracts” (FAR 52.232-07” for time-and-material or labor hour contracts. Expendable material costs for items such as office supplies, report paper, etc and tools of the trade shall be considered to be included in the contractor’s indirect cost pools. The Contractor shall be required to support all material costs claimed.

Credits

The Contractor shall insure that any credits for future travel, free travel, free gifts or rebates on current travel offered by airlines or car rental agencies as part of frequent traveler or similar promotional programs, that are accrued as a result of travel necessary for performance under the contract, shall be conveyed to the Government.

(End of Clause) (End of Text G-5)

G-6 DLA DISTRIBUTION 52.242-9W01 – Contractor Performance Assessment Reporting System (CPARS) Requirements (MAY 2008)

(a) The contractor, in performing this contract, will be subject to a past performance assessment in accordance with FAR 42.15 and the Contractor Performance Assessment Reporting System (CPARS) Guide at http://www.cpars.navy.mil/cparsfiles/pdfs/navycparsmanual.pdf. All information contained in the assessment may be used by the Government, within the limitations of FAR 42.15, for future source selections in accordance with FAR 15.304 where past performance is an evaluation factor. Assessments will be conducted as prescribed by CPARS guidance.

(b)The contractor will be provided with a copy of the assessment. The contractor will have 30 calendar-days to submit comments, additional information, or rebut statements if warranted or desired. The contractor must strictly control access to the assessment while in the Contractor's possession and must ensure that the assessment is never released to persons or entities outside of the contractor's control. After receipt of Contractor's comments or expiration of the 30 day comment period, whichever occurs first, and depending on the Contractor's response the Government will:

(i) If no comments are received; close the CPAR by the Assessing Official Rep and Reviewing Official

(ii) If the Contractor concurs with the assessment; accept/update and close the CPAR and forward comments to all reviewers

(iii) If Contractor does not concur with the assessment, coordinate a final response with Reviewing Official, Assessing Official Representative, and Assessing Official.

(iv) Enter the final government response and close CPARS.

After completion of one of the appropriate actions, the Assessing Official will notify all individuals that the report is complete. The assessment is considered complete when signed by the Assessing or Reviewing Official.

(End of Text G-6)

G-7 DLA DISTRIBUTION 52.242-9W38 -- Post Award Conference (AUG 2008)

If required, the successful offeror shall attend a post-award conference prior to commencement of the phase-in period. The purpose of the conference is to highlight essential contract requirements, coordinate implementation timelines and answer any questions the Contractor may have prior to commencement of work. During the period between the award and the conference, the Contractor shall submit questions in writing to the Contracting Officer (KO). The KO will arrange with the Contractor as to the time, date, and location of the conference.

(End of Clause) (End of Text G-7)

G-8 DLA DISTRIBUTION 52.242-9W39 -- Contract Administration Plan (AUG 2008)

In order to expedite administration of this contract, the following delineation of functions is provided. The individual/position designated as having responsibility should be contacted for any questions, clarifications, or information regarding the administration function specified. The names, addresses and phone numbers for these individuals or offices are as follows:

(b) Paying Office should be contacted for inquiries/information with regard to payment of those vouchers approved by the PCO.

(c) Contracting Officer's Representative (COR) should be contacted for inquiries/information pertaining to the following functions:

(d) In the event that the COR named above is absent due to leave, illness or official business, all responsibilities and functions assigned to the COR will be the responsibility of the Alternate COR (ACOR).

(End of Text G-8)

END OF SECTION G

SECTION H - SPECIAL CONTRACT REQUIREMENTS

CLAUSE(S) INCORPORATED BY FULL TEXT

H-1 DLAD 52.237-9001 -- Contractor Personnel Changes and Key Personnel Requirements (APR 2008)

1. Contractor Personnel Changes:

(a) The contractor shall have the right to remove his personnel assigned to perform the tasks hereunder and to substitute other qualified personnel provided that the Contracting Officer is notified of (and in certain circumstances approves) such removal and replacement. The contractor shall notify the Contracting Officer prior to such change, giving the new employee's name, security clearance and technical qualifications.

(b) Any removals or replacements for the convenience of the contractor shall be at no additional cost to the Government. Cost to be borne by the contractor include but are not limited to time of travel, travel and training costs for replacement personnel.

(c) Removals or replacements of contractor personnel shall be considered for the convenience of the contractor except when such removal is for:

(1) employees removed as a result of cancellation or completion of the contract,

(2) employees replaced due to death or incapacitating illness or injury,

(3) or employees removed or replaced at the Government's request.

(d) If any employee removes him/herself from the employ of the contractor, such removal will be at no additional cost to the Government.

2. Key Personnel Requirements:

(a) Certain experienced, professional and/or technical personnel are essential for successful accomplishment of the work to be performed under this contract. These are defined as “Key Personnel” and are those persons whose resumes were submitted for evaluation of the proposal and are listed in paragraph (c) below. The contractor agrees that such personnel shall not be removed from the contract work or replaced without compliance with the following:

1) If one or more of the key personnel, for any reason, becomes or is expected to become unavailable for work under this contract for a continuous period exceeding 30 work days, or is expected to devote substantially less effort to the work than indicated in the proposal or initially anticipated, the contractor shall, subject to the concurrence of the Contracting Officer or an authorized representative, promptly replace personnel with personnel of equal ability and qualifications.

2) All requests for approval of substitutions hereunder must be in writing and provide a detailed explanation of the circumstances necessitating the proposed substitutions. The request must contain a resume for the proposed substitute, and any other information requested by the Contracting Officer. The Contracting Officer shall promptly notify the contractor of approval or disapproval in writing.

(b) If the Contracting Officer determines that suitable and timely replacement of Key Personnel who have been reassigned, terminated or have otherwise become unavailable for the contract work is not reasonably forthcoming or that the resultant reduction of productive effort would be so substantial as to impair successful completion of the contract, the Contracting Officer may terminate the contract for default or for the convenience of the Government, as appropriate, or make an equitable adjustment to the contract to compensate the Government for any resultant delay, loss or damage.

(c) The follow positions are identified as Key Personnel:

See Attachment J.1, Performance Work Statement (PWS) Section 1.4 entitled Key Personnel.

(End of Clause) (End of Text H-1) H-2 DLA DISTRIBUTION 52.206-9W27 -- Competition in Supplies (AUG 2008) Contractor shall obtain competition for items purchased over $3,000.00 for which reimbursement will be sought under this contract. The Government reserves the right to audit all purchase records during the period of performance of the contract to determine if adequate competition is being sought for purchases over $3,000.00 (End of Clause) (End of Text H-2)

H-3 DLA DISTRIBUTION 52.216-9W28 -- Accounting System (AUG 2008)

In accordance with FAR 16.104(h), the Contractor shall have an accounting system which permits timely development of all necessary cost data in the form required by the proposed contract type.

(End of Clause) (End of Text H-3)

H-4 DLA DISTRIBUTION 52.237-9W34 -- Hiring (AUG 2008)

The Contractor shall maintain records for all personnel hired. At a minimum, the Contractor shall maintain records that support the personnel hired met the minimum qualification of the position. These records will be made available to the Contracting Officer (KO) or designee upon request and in the event that a Service Contract Act (SCA)-exempt employee is hired the records supporting the employees qualifications shall be provided to the KO or designee no later than 10 days after the employee begins his/her employment. The term “Contractor” includes subcontractors.

(End of Clause) (End of Text H-4)

H-5 DLA DISTRIBUTION 52.237-9W35 -- Substitution or Addition of Key Personnel (AUG 2008)

(a) Key Personnel assigned to or utilized by the Contractor in the performance of this contract shall, as a minimum, meet the experience, education or other background requirements set forth below and shall be fully capable of performing in an efficient, reliable and professional manner. Key Personnel categories for this contract are identified in Attachment J.1, Performance Work Statement (PWS,) Section 1.4 entitled Key Personnel.

(b) At a minimum, the Project Manager shall possess a Bachelor’s Degree (or equivalent ten (10) years Government or private-sector work experience) and three (3) years of management experience. Experience includes, but is not limited to, experience in managing projects, contracts, funds, and resources. Individuals holding these positions require a secret security clearance.

(c) The Contractor agrees to assign to the contract those persons whose resumes, personnel data forms or personnel qualifications statements were submitted as required by SECTION L of the solicitation to fill the Key Personnel requirements of the contract. No substitutions or additions of Key Personnel shall be made except in accordance with this clause.

(d) The Contractor agrees that during the first 90 days of the contract performance period, no personnel substitutions or additions will be performed unless such substitutions or additions are necessitated by an individual’s sudden illness, death, or termination of employment. In any of these events, the Contractor shall promptly notify the Contracting Officer and provide the information required by paragraph (f) below.

(e) If the personnel for whatever reason become unavailable to work under the contract for a continuous period exceeding 30 work days, or are expected to devote substantially less effort to the work than indicated in the proposal, the Contractor shall propose a substitution of such personnel, in accordance with paragraph (f) below.

(f) All proposed substitutions or additions shall be submitted, in writing, to the Contracting Officer at least fifteen (15) days (thirty (30) days if a security clearance must be obtained) prior to the proposed substitution or addition. Each request shall provide a detailed explanation of the circumstances necessitating the proposed substitution or addition, and a complete resume, including annual salary, for the proposed substitute or addition as well as any other information required by the Contracting Officer to approve or disapprove the proposed substitution or addition. All proposed substitutes or additions (no matter when they are proposed during the performance period) shall have qualifications that are equal to or higher than the qualifications of the person being replaced or the average qualifications of the people in the category which is being added to.

(g) In the event a requirement to increase the specified level of effort for a designated labor category, but not the overall level of effort of the contract occurs, the Contractor shall submit to the Contracting Officer a written request for approval to add personnel to the designated labor category. The information required is the same as that required in paragraph (f) above. The additional personnel shall have qualifications greater than or equal to at least one (1) of the individuals proposed for the designated labor category.

(h) The Contracting Officer shall evaluate requests for substitution and/or addition or personnel and promptly notify the Contractor, in writing, of whether the request is approved or disapproved.

(End of Text H-5)

H-6 DLA DISTRIBUTION 52.237-9W36 -- Employment of US Government Personnel Restricted (AUG 2008)

In performing this contract, the Contractor shall not use as a consultant or employ (on either a full or part time basis) any active duty U.S. Government personnel (civilian or military) without the prior written approval of the Contracting Officer. Such approval may be given only in circumstances where it is clear that no laws and no DoD or U.S. Government instructions, regulations, or policies might possibly be contravened and no appearance of a conflict of interest will result.

(End of Clause) (End of Text H-6)

H-7 DLA DISTRIBUTION 52.245-9W41 -- Government-Furnished Equipment/Vehicles (AUG 2008)

(a) The Contractor shall comply with the applicable policies and procedures provided in FAR Part 51 and with the requirements of 41 CFR 101-39 and 41 CFR 101-38.301-1, and the operator’s packet furnished with each piece of equipment/vehicle. The term “Contractor” includes subcontractors.

(b) The Contractor shall establish and enforce suitable penalties for employees who use or authorize the use of government equipment/vehicles for other than performance of Government contracts, and provide the Contractor’s established penalties in writing to the Contracting Officer (KO), 90 days after contract start date, together with evidence that the contractor has obtained motor vehicle liability insurance covering bodily injury and property damage, protecting the Contractor and the Government against third party claims arising from the ownership, maintenance or use of Government-furnished equipment/vehicle.

(c) Contractor-at-fault damage is damage caused by the simple negligence or willful misconduct of the contractor or its employees. Simple negligence is the absence of due care, by an act or omission, of a person which lacks that degree of care for the property that a reasonably prudent person would have taken under similar circumstances, to avoid loss, damage, or destruction of the property.

(d) The Contractor shall be responsible for parts, labor, and materials required to repair Contractor-at-fault damage.

(e) The Contractor shall make an initial determination of fault concerning whether a specific incident of damage constitutes Contractor-at-fault damage. The Contractor shall provide this initial determination of fault to the KO or designee with a damage report. If the Contractor does not find the damage to be Contractor-at-fault damage, and the KO or designee suspects that the Contractor’s negligence or willful misconduct was the cause of the damage, a Report of Survey or FLIPL will be initiated.

(End of Clause) (End of Text H-7)

H-8 DLA DISTRIBUTION 52.245-9W42 -- Damage to Contractor Supplies, Materials, Equipment, and Property (AUG 2008)

The Government will not be responsible in any way for damages to the Contractor's supplies, materials, equipment, and property or to contractor or employees' personal belongings that are caused by fire, theft, accident, or other disaster/misfortune. The term “Contractor” includes subcontractors.

(End of Clause) (End of Text H-8)

H-9 Unilateral Unpriced Order

(a) When the Government determines, in circumstances of emergency or exigency, that the need for specific supplies or services is unusually urgent, the Ordering Officer may issue a unilateral unpriced order requiring the Contractor to provide the supplies or services specified.

(b) The unilateral unpriced order shall specify the estimated cost and fee and the desired delivery schedule for the work being ordered. The Government’s desired delivery shall apply unless the Ordering Officer receives written notification from the Contractor within fifteen (15) days after receipt of the order that the proposed delivery schedule is not acceptable. Such notification shall propose an alternate delivery schedule. The Contractor shall submit its cost proposal within thirty (30) days after receipt of the order. The Government has no obligation to pay for the supplies or services ordered until the actual price and delivery schedule have been negotiated. In no event shall the costs incurred exceed the estimated cost of the order before the proposal is submitted.

(c) The Contractor shall include in its proposal a statement of costs incurred and an estimate of costs expected to complete the work. Data supporting the accuracy and reliability of the cost estimate should also be included. After submission of the Contractor’s cost proposal and supporting data, the Contractor and the Ordering Officer shall negotiate a bilateral modification to the original order finalizing the price and delivery schedule, which will be specified in a bilateral modification to the original order.

(d) Should the Ordering Officer and the Contractor be unable to reach an agreement as to the terms of the order, the conflict shall be referred to the Contracting Officer who shall issue such direction as is required by the circumstances. If a bilateral agreement is not negotiated within sixty (60) days after submission of the Contractor’s cost proposal, the Contracting Officer will issue a modification to the unilateral unpriced order which establishes the Government’s total estimated cost for the order. This estimate will remain in effect until a final price is established in a bilateral modification to the order.

(e) Failure to arrive at an agreement shall be considered a “dispute” in accordance with the Disputes Clause.

(End of Text H-9)

H-10 Compliance with FAR 52.219-14 Limitations on Subcontracting

In order to monitor compliance with the Limitations on Subcontracting (LOS) clause at FAR 52.219-14, the successful 8(a) contractor must demonstrate semi-annually whether it has performed 50 percent of personnel costs with its own employees. Accordingly, a semi-annual subcontracting report detailing the subcontracting percentages for the cost of all personnel between the 8(a) prime and all major subcontractors shall be submitted to the Contracting Officer identified on page 1, block 26 (address in block 7). The total cost for personnel should be based on the combined total of all task/delivery orders at the end of each six (6) month period starting from the date of contract award. (Note – this does not mean the 50% minimum applies to work performed under each individual task order or that a contractor must meet the requirement cumulatively for all work performed under all task orders at any given point in time.) A sample report is provided as Attachment J.4 to the solicitation that may be used for this purpose, or any other format that clearly captures the distribution of employee labor.

(End of Text H-10)

END OF SECTION H

SECTION I - CONTRACT CLAUSES

I-18

*** APPLICABLE TO CLINs X002 ONLY***

APR 1984

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