SP330015R5009_Sections_B-M_7.28.15.docx

SP3300-15-R-5006

Part 1 – The Schedule

Section B – Supplies or Services and Prices/Costs

ORDERING PERIOD:

February 9, 2016 through February 8, 2021

Cost Plus Fixed Fee (CPFF)

(Applicable to CLIN 0001)

Estimated Cost:

Fixed Fee (____%)

Total Estimated Cost Plus Fixed Fee:

Cost Reimbursement (No Fee) (Applicable to CLIN 0002)

Estimated Cost

$16,504,499.48

G&A Rate ____%

Not-to-Exceed (NTE)

Firm-Fixed Price

(Applicable to CLIN 0003)

Effective: February 9, 2016 – May 9, 2016

TOTAL CEILING

SECTION B INSTRUCTIONS

This acquisition will fulfill a wide range of warehouse and distribution operation service requirements to support surge and non-recurring services across DLA locations worldwide. This is a Hybrid Cost Plus Fixed Fee (CPFF) Indefinite Delivery/Indefinite Quantity (ID/IQ) with Cost Reimbursement (No Fee) and Firm-Fixed-Price Line Items type contract.

The form of the CPFF is “completion” as defined in FAR 16.306(d)(1).

This requirement is reserved for the 8(a) Program. An award will be made on the basis of competition limited to eligible 8(a) firms.

COST PLUS FIXED FEE (CPFF) PRICING ARANGEMENT – CLIN 0001: 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. CLIN 0001 shall be invoiced in accordance with SECTION G, DFARS 252.232-7006 -- Wide Area Work Flow Payment Instructions (MAY 2013) and paragraph G-5 Invoicing Instructions.

Solicitation Instructions: Offeror shall insert Estimated Cost, Fixed Fee Profit Percentage, Fixed Fee Profit Dollars, and Total Estimated Cost Plus Fixed Fee. For evaluation purposes, offerors shall utilize the Government estimated total productive labor hours per year and per labor position as reflected in the table in Section L of this RFP.

COST REIMBURSEMENT (NO FEE) PRICING ARRANGEMENT - CLIN 0002:

The 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. CLIN 0002 shall be invoiced in accordance with SECTION G, DFARS 252.232-7006 -- Wide Area Work Flow Payment Instructions (MAY 2013) and paragraph G-5 Invoicing Instructions.

Solicitation Instructions:

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

FIRM FIXED PRICE (FFP) PRICING ARRANGEMENT – CLIN X003: Shall be paid on a firm-fixed price. CLIN 0003 shall be invoiced in accordance with SECTION G, DFARS 252.232-7006 -- Wide Area Work Flow Payment Instructions (MAY 2013) and paragraph G-5 Invoicing Instructions. The FFP invoice shall not be certified until the COR has confirmed all POAM tasks for that month have been completed.

Solicitation Instructions:

For the purposes of pricing this proposal, offerors shall price the hours provided by the Government in Section L (L-17, Volume III, Section 1.2) as well as Travel Costs associated with Phase-In only IAW JTR to arrive at a total monthly cost (unit price). Offers shall enter the unit price and total amount in Section B.

REPORTING REQUIREMENTS – CLIN 0004: Reporting requirements. Not Separately Priced.

PRICING:

The Government is not soliciting for the “same old way” of doing business. The Government encourages proposals that will achieve savings through innovative processes. Furthermore, DLA Distribution personnel are working to eliminate unnecessary requirements and negotiating for a reduction in material prices. Therefore, your assistance is requested in not only reducing prices but also, request submitting all of your ideas for how to improve our buying processes to reduce material costs.

MINIMUM AND MAXIMUM QUANTITIES:

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 equal to the awarded amount of CLIN 0003, Phase-In (for the entire contract). The maximum value of the services is $80,000,000.00.

END OF SECTION B

SP3300-15-R-5009

SP3300-15-R-5006

SECTION C – DESCRIPTION/SPECIFICATIONS/STATEMENT OF WORK

See Section J – List of Attachments

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

END OF SECTION C

SP3300-15-R-5009

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 Firm-Fixed Price CLIN 0003:

Clause(s) Applicable to Cost-Reimbursement CLIN 0001 & 0002:

Clause(s) Applicable to All CLINS:

CLAUSE(S) INCORPORATED BY FULL TEXT

Text Applicable to All CLINs

E-5 Quality/Performance Evaluation

(a) The Government will use a Quality Assurance Surveillance Plan (QASP) IAW FAR 46.401, to monitor compliance with contract terms and conditions, identify conforming and non-conforming services to determine appropriate action under the terms of the contract. This plan sets forth the method and manner by which the Government intends to conduct surveillance of work under the contract, identifies the significance level of each performance requirement according to the definitions for critical, major, and minor non-conformances IAW FAR 46.101, and is subject to unilateral change by the Government without modification of the contract. All work required by the contract is subject to surveillance. The Government will use a web-based Quality Management Tool (QMT) application to schedule, document, report findings, observations, and recommendations, and file surveillance results. The QMT will also be used to provide completed surveillance documentation to the contractor. The Contractor shall use the QMT to respond to all nonconforming surveillance results. The Government will correspond with the Contractor regarding surveillance activities via the QMT to ensure a full and complete history of the surveillance is retained in a single source. The Contractor shall identify contractor personnel who have the authority to review, acknowledge, and respond to surveillance results and findings in the QMT.

(b) The Contractor shall acknowledge all surveillance results through the QMT within one (1) working day. In addition, and in the event of a nonconformance, the Contractor shall provide a corrective action plan that includes preventive actions and timelines to mitigate future non-compliance when requested by the Contracting Officer’s Representative (COR) in the QMT by the date requested. The Contractor shall update their QCP IAW CDRL A005 as applicable with actions taken and methods to prevent future occurrences.

(c) The Contractor shall ensure all correspondence with the COR regarding surveillance activities is performed using QMT. When the Contractor fails to achieve acceptable performance and such nonconformance is clearly the fault of the contractor, the COR may, at their discretion, document the performance issues and forward it to the Contracting Officer (KO) to issue a Letter of Concern (LOC) to the contractor. In response to the LOC, the contractor shall explain within the suspense timeframe in the LOC, in writing, why performance was unacceptable, how performance will be returned to acceptable levels and how recurrence of the problem will be prevented in the future. The KO will evaluate the contractor’s explanation and determine the appropriate action. If additions or changes are made for the Contractor’s QC Inspections as a result of the LOC, the Contractor shall update their QCP IAW CDRL A005.

(d) Government contract quality assurance actions described above in no way limits the Governments’ available contractual remedies for nonconformance under any other provisions of the contract.

(End of Text E-5)

END OF SECTION E

SECTION F - DELIVERIES OR PERFORMANCE

Clause(s) Applicable to All CLINS

Text Applicable to All CLINs

F-3 Period of Performance

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

Effective date of contract is for a period of 60 months. This includes 3 months Phase-In and 9 months Full Performance during the first year of performance.

(End of Text F-3)

F-4 Deductions

In accordance with FAR clause 52.246-5 Inspection of Services-Cost-Reimbursement, all deductions as a failure to meet performance metrics as established in the Performance Work Statement will be taken from fee only and will be accomplished either through negotiations, through issuance of a bi-lateral modification or through issuance of a unilateral modification by the Contracting Officer.

(End of Text F-4)

END OF SECTION F

SECTION G - CONTRACT ADMINISTRATION DATA

ACCOUNTING AND APPROPRIATION DATA

Since this is an IDIQ acquisition, there will be no funding on the base contract. The guaranteed minimum amount will be certified as available and obligated at contract award. It is anticipated that the guaranteed minimum amount will be paid to the contractor under the first task order.

Clause(s) Applicable to All CLINs

G-2 DFARS 252.232-7006 -- Wide Area WorkFlow Payment Instructions (MAY 2013)

(a) Definitions. As used in this clause— “Department of Defense Activity Address Code (DoDAAC)” is a six position code that uniquely identifies a unit, activity, or organization.

“Document type” means the type of payment request or receiving report available for creation in Wide Area WorkFlow (WAWF).

“Local processing office (LPO)” is the office responsible for payment certification when payment certification is done external to the entitlement system.

(b) Electronic invoicing. The WAWF system is the method to electronically process vendor payment requests and receiving reports, as authorized by DFARS 252.232-7003, Electronic Submission of Payment Requests and Receiving Reports.

(c) WAWF access. To access WAWF, the Contractor shall—

(1) Have a designated electronic business point of contact in the System for Award Management at https://www.acquisition.gov; and

(2) Be registered to use WAWF at https://wawf.eb.mil/ following the step-by-step procedures for self-registration available at this web site.

(d) WAWF training. The Contractor should follow the training instructions of the WAWF Web-Based Training Course and use the Practice Training Site before submitting payment requests through WAWF. Both can be accessed by selecting the “Web Based Training” link on the WAWF home page at https://wawf.eb.mil/

(e) WAWF methods of document submission. Document submissions may be via web entry, Electronic Data Interchange, or File Transfer Protocol.

(f) WAWF payment instructions. The Contractor must use the following information when submitting payment requests and receiving reports in WAWF for this contract/order:

(1) Document type. The Contractor shall use the following document type(s).

Cost Voucher (Cost CLINs 0001 & 0002) 2-in-1 Invoice for the Firm-Fixed-Price (FFP) (CLIN 0003)

(2) Inspection/acceptance location. The Contractor shall select the following inspection/acceptance location(s) in WAWF, as specified by the contracting officer.

Not applicable

(3) Document routing. The Contractor shall use the information in the Routing Data Table below only to fill in applicable fields in WAWF when creating payment requests and receiving reports in the system.

Inspect By DoDAAC

Ship To Code

Ship From Code

Mark For Code

Service Approver (DoDAAC)

SB3300

Accept at Other DoDAAC

LPO DoDAAC

To be completed at time of award

Other DoDAAC(s)

(4) Payment request and supporting documentation. The Contractor shall ensure a payment request includes appropriate contract line item and subline item descriptions of the work performed or supplies delivered, unit price/cost per unit, fee (if applicable), and all relevant back-up documentation, as defined in DFARS Appendix F, (e.g. timesheets) in support of each payment request.

(5) WAWF email notifications. The Contractor shall enter the e-mail address identified below in the “Send Additional Email Notifications” field of WAWF once a document is submitted in the system.

Administrative Acquisition Specialist: Brian Rose, brian.rose@dla.mil COR: Eric Jensen, eric.jensen@dla.mil

(g) WAWF point of contact.

(1) The Contractor may obtain clarification regarding invoicing in WAWF from the following contracting activity’s WAWF point of contact.

WAWF helpdesk at 866-618-5988

(2) For technical WAWF help, contact the WAWF helpdesk at 866-618-5988

(End of clause)

Text Applicable to All CLINs

G-3 WAWF INVOICING PROCEDURES

Invoices shall be submitted in accordance with WAWF procedures provided in DFARS Clause 252.232-7006 Wide Area WorkFlow Payment Instructions (MAY 2013). The points of contact for Invoicing are listed below.

WAWF POINT OF CONTACT TABLE FOR INVOICING

DLA Distribution

DODAAC: SB3300

COR: Eric Jensen DLA Distribution Com: 717-770-5144 Email: eric.jensen@dla.mil

Invoices shall be submitted monthly in arrears. Invoices shall contain all required price and cost documentation, as applicable. Invoices shall be neat and legible and clearly state the applicable CLINs/SubCLINS, date of performance, labor hours, repair parts and associated costs, travel costs, and all other applicable information. Invoices shall include a separate Invoice Summary by month and by CLIN/SubCLIN showing the monthly costs and cumulative costs per year. This shall be reviewed by the COR and Contract Specialist to insure that contract requirements as stated in the Schedule of Supplies/Services are being performed within the contract funding totals.

(End of Text G-3)

G-4 Designation of COR/Alternate COR

(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 Text G-4)

G-5 Invoicing Instruction

(a) Invoices shall be submitted not later than the fifth (5th) working day after the end of the previous month in accordance with instructions provided in DFARS 252.232-7006 Wide Area WorkFlow Payment Instructions (MAY 2013). The amount claimed to be due shall be indicated for the Contract and Contract Line Item Numbers (CLINs).

(b) Reimbursement requests for Cost-Plus-Fixed-Fee (CPFF) CLIN 0001 shall be fully documented with Contractor payroll records showing name, labor category, labor rate, and hours worked using the report format in Section C-6.6, Mandatory Reports, CDRL A019, entitled “Monthly Cost Report for CPFF CLIN”. The report shall be included in the Wide Area Workflow system as supporting documentation for the invoice. The contractor shall invoice at the percentage rates of fixed fee identified in Section B of this contract. Costs shall be reimbursed at actual cost plus applicable indirect costs. Fixed Fee for CLIN 0001 shall be billed at 1/n th of the fee amount per month where "n" equals the number of months in the period of performance for the CLIN.

(c) Reimbursement requests for Cost Reimbursement CLIN 0002 shall be documented using the report format in Section C-6.6, Mandatory Reports, CDRL A020, entitled “Monthly Cost Report for Material Support CLIN”. The report shall be included in the Wide Area Workflow system as supporting documentation for the invoice. 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 prime contractor may include Material Handling expense at the rate identified in Section B except for subcontractor costs that have already included material handling or G&A costs.

(d) Firm-Fixed-Price CLIN 0003 shall be paid at the unit price on a monthly basis.

(End of Text G-5)

G-6 Payment, Selected Items of Cost Reimbursement Contracts

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(b).

(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.

(4) Other Public Transportation: The use of other public transportation (Coach/Economy) by the Contractor’s personnel will be reimbursed at actual cost.

Non-reimbursable Travel: The following travel shall not be reimbursed hereunder: travel performed for personal convenience, daily travel to and from the designated work site.

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 Text G-6)

G-7 Contractor Performance Assessment Reporting System (CPARS) Requirements

(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) User Manual at https://www.cpars.gov/pdfs/CPARS_User_Manual.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 shall provide the name, telephone number and e-Mail address for the CPARS Contractor Representative (CR) to the Acquisition Specialist and/or Contracting Officer.

(c) The contractor shall access the assessment upon receiving notification from the Contracting Officer (KO)/Assessing Official (AO) that the assessment was completed and is pending contractor review/comment. The contractor shall submit comments, request additional information, or rebut statements (if warranted or desired) within 60 calendar days, however, the assessment will be sent to the Past Performance Information Retrieval System (PPIRS) fifteen (15) calendar days following the AO’s signature. The assessment will be marked “Pending” until the Contractor Representative (CR) signs it. On the 61st calendar day, the CR comment period will end and the CR will be locked out of commenting, rebutting and signing the assessment. The evaluation will be returned to the AO for finalization. Depending on the Contractor's response, the results will be as follows:

(i) If automatically annotated in the Contractor Comments section of the HTML view with the following system-generated statement: “The report was delivered/received by the contractor on MM/DD/YYYY. The contractor neither signed nor offered comment in response to this assessment”; the Government may finalize the assessment;

(ii) If the contractor comments with non-concurrence of the assessment, the Government will review the CR comments, modify (if determined necessary) and finalize the assessment; or

(iii) If the contractor concurs with the assessment, the Government will finalize the assessment.

The assessment is not subject to the Disputes clause of the contract, nor is it subject to appeal beyond the review and comment procedures described above and in the CPARS Guide.

Refer to the CPARS User Manual at https://www.cpars.gov/pdfs/CPARS_User_Manual.pdf for details and additional information related to CPARS, user access (which includes obtaining a PKI certificate), and how contractors participate.

(End of Text G-7)

G-8 Post-Award Conference

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 Text G-8)

G-9 Contract Administration Plan

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:

Contracting Officer (KO):

Phone: (717)770-5979

Paying Office:

DEFENSE FINANCE & ACCOUNTABIILTY OFFICE

EBS (Formerly BSM) P.O. Box 369031 Columbus, OH 43236-9031 Fax: 866-313-2340 and Phone 800-756-4571 select Opt 2 and then Opt 2

Primary Contracting Officer's Representative (COR):

Phone: 717-770-5144

Alternate Contracting Officer's Representative (ACOR):

Phone: 717-770-5209

(a) Contracting Officer (KO) should be contacted for general information and shall perform the following functions:

(1) Designates the COR. NOTE: COR authority is not re-delegable.

(2) Provide administrative changes to the contract administration plan.

(3) Maintains the official contract file, ensuring contract ceiling is not exceeded.

(4) Issues technical instructions, ensuring that each technical instruction is within the scope of the contract.

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

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

(1) The COR will act as the Contracting Officer's Representative for technical matters, providing technical direction and discussion, as necessary, with respect to the specification or statement of work, and monitoring the progress and quality of contractor performance. The COR is not a Contracting Officer and does not have authority to direct the accomplishment of effort which is beyond the scope of the statement of work in the contract (or modifications).

(2) Technical advice regarding estimated level of effort and labor mix and/or the cost and need for materials, travel, equipment, etc. for each delivery order and any modifications.

(3) Reports on the contractor's performance and lessons learned.

(4) Certification of the Certificate of Performance/invoice.

(5) Inspection and/or acceptance of the services/deliverables as the official Government representative.

(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).

It is emphasized that only the Contracting Officer has the authority to modify the terms of the contract; therefore, in no event will any understanding, agreement, modification, change order, or other matter deviating from the terms of the basic contract between the contractor and any other person be effective or binding on the Government. When/if, in the opinion of the contractor, any effort outside the existing scope of the contract is requested, the contractor shall promptly notify the KO in writing. No action must be taken by the contractor unless the KO has issued a contractual change.

(End of Text G-9)

END OF SECTION G

SECTION H - SPECIAL CONTRACT REQUIREMENTS

CLAUSE(S) INCORPORATED BY FULL TEXT

Clause(s) Applicable to All CLINs H-1 DLAD 52.237-9001 -- Contractor Personnel Changes and Key Personnel Requirements (NOV 2011)

(a) Contractor personnel changes:

1) 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.

(2) 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.

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

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

(b) Key personnel requirements:

(1) 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 (3) below. The Contractor agrees that such personnel shall not be removed from the contract work or replaced without compliance with the following:

(2) 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.

(3) The follow positions are identified as key personnel: See PWS Section C-1.3.1

(End of clause) Text Applicable to all CLINs H-2 Competition in Supplies 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 Text H-2)

H-3 Accounting System

The contractor shall have an acceptable accounting system. An acceptable accounting system is one that provides for (1) a sound internal control environment, accounting framework, and organizational structure; (2) proper segregation of direct costs from indirect costs; (3) identification and accumulation of direct costs by contract; (4) a logical and consistent method for the accumulation and allocation of indirect costs to intermediate and final cost objectives; (5) accumulation of costs under general ledger control; (6) reconciliation of subsidiary cost ledgers and cost objectives to general ledger; (7) approval and documentation of adjusting entries; (8) management reviews or internal audits of the system to ensure compliance with the Contractor’s established policies, procedures, and accounting practices; (9) a timekeeping system that identifies employees’ labor by intermediate or final cost objectives; (10) a labor distribution system that charges direct and indirect labor to the appropriate cost objectives; (11) interim (at least monthly) determination of costs charged to a contract through routine posting of books of account; (12) exclusion from costs charged to Government contracts of amounts which are not allowable in terms of Federal Acquisition Regulation (FAR) part 31, Contract Cost Principles and Procedures, and other contract provisions; (13) identification of costs by contract line item and by units (as if each unit or line item were a separate contract), if required by the contract; (14) segregation of preproduction costs from production costs, as applicable; (15) cost accounting information, as required (i) by contract clauses concerning limitation of cost (FAR 52.232-20), limitation of funds (FAR 52.232-22), or allowable cost and payment (FAR 52.216-7); and (ii) to readily calculate indirect cost rates from the books of accounts; (16) billings that can be reconciled to the cost accounts for both current and cumulative amounts claimed and comply with contract terms; (17) adequate, reliable data for use in pricing follow-on acquisitions; and (18) accounting practices in accordance with standards promulgated by the Cost Accounting Standards Board, if applicable, otherwise, Generally Accepted Accounting Principles.

(End of Text H-3)

H-4 Hiring

The Contractor shall maintain records for all personnel hired. At a minimum, the Contractor shall maintain records that support the personnel hired meet 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 Text H-4)

H-5 Substitution or Addition of Key Personnel

(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 in Attachment J.1, Performance Work Statement (PWS), Section 1.3.1 entitled “Key Personnel” and shall be fully capable of performing in an efficient, reliable and professional manner.

(b) 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.

(c) 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 (e) below.

(d) 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 (e) below.

(e) 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.

(f) In the event a requirement to increase the specified level of effort for a designated key personnel 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 key personnel labor category. The information required is the same as that required in paragraph (e) above. The additional personnel shall have qualifications greater than or equal to at least one (1) of the individuals proposed for the designated key personnel labor category.

(g) 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.

(h) If the Contracting Officer determines that suitable and timely replacement of personnel who have been reassigned, terminated or have otherwise become unavailable to perform under the contract is not reasonably forthcoming or that the resultant reduction or productive effort would impair the successful completion of the contract, the contract may be terminated by the Contracting Officer for default or for the convenience of the Government, as appropriate. Alternatively, at the Contracting Officer’s discretion, if the Contracting Officer finds the Contractor to be at fault for the condition, the Contracting Officer may equitably adjust (downward) the contract price or fixed fee to compensate the Government for any delay, loss or damage as a result of the Contractor’s action.

(End of Text H-5)

H-6 Employment of US Government Personnel Restricted

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 Text H-6)

H-7 Damage to Contractor Supplies, Materials, Equipment, and Property

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 Text H-7)

H-8 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-8)

H-9 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 that 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.15 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-9)

END OF SECTION H

SECTION I - CONTRACT CLAUSES

Clause(s) Applicable to Firm-Fixed-Price CLIN 0003

Price)

APR 2012

Clause(s) Applicable to Cost Reimbursement CLINs 0001-0002

Clause(s) Applicable to Cost-Plus-Fixed-Fee CLIN 0001

Clause(s) Applicable to Cost Reimbursement – No Fee CLIN 0002