W912P7-10-B-0005.pdf

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H 63 james.e.garror@usace.army.mil

RATING PAGE OF PAGES

7. ISSUED BY

(Date)

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

Previous Edition is Unusable 33-134 STANDARD FORM 33 (REV. 9-97)

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

1 75

(If other than Item 7)

15A. NAME 16. NAME AND TITLE OF PERSON AUTHORIZED TO

AND

ADDRESS SIGN OFFER (Type or print)

OF

OFFEROR

AMENDMENT NO. DATE

15B. TELEPHONE NO (Include area code) 17. SIGNATURE 15C. CHECK IF REMITTANCE ADDRESS

IS DIFFERENT FROM ABOVE - ENTER

SUCH ADDRESS IN SCHEDULE.

18. OFFER DATE

1. THIS CONTRACT IS A RATED ORDER

UNDER DPAS (15 CFR 700)

2. CONTRACT NO.

W912P7 8. ADDRESS OFFER TO

See Item 7

9. Sealed offers in original and 1 copies for furnishing the supplies or services in the Schedule will be received at the place specified in Item 8, or if handcarried, in the depository located in

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

See Address in block 7

Terms and conditions contained in this solicitation.

10. FOR INFORMATION

CALL:

A. NAME (NO COLLECT CALLS)

JAMES E GARROR 415-503-6988

11. TABLE OF CONTENTS

SOLICITATION/ CONTRACT FORM

SUPPLIES OR SERVICES AND PRICES/

2 - 5

X I CONTRACT CLAUSES

DESCRIPTION/ SPECS./ WORK

PACKAGING AND MARKING

J LIST OF ATTACHMENTS

INSPECTION AND ACCEPTANCE

DELIVERIES OR PERFORMANCE

X K

REPRESENTATIONS, CERTIFICATIONS AND

OTHER STATEMENTS OF OFFERORS

ADDITIONAL INSTRUCTIONS Pages 8-13

SPECIAL CONTRACT REQUIREMENTS

OFFER (Must be fully completed by offeror) X M

L INSTRS., CONDS., AND NOTICES TO OFFERORS

EVALUATION FACTORS FOR AWARD

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

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

13. DISCOUNT FOR PROMPT PAYMENT

(See Section I, Clause No. 52.232-8)

14. ACKNOWLEDGMENT OF AMENDMENTS

(The offeror acknowledges receipt of amendments

AMENDMENT NO. DATE

to the SOLICITATION for offerors and related documents numbered and dated):

FACILITY

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

SOLICITATION, OFFER AND AWARD

X

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

PART I - THE SCHEDULE

26. NAME OF CONTRACTING OFFICER (Type or print) 27. UNITED STATES OF AMERICA 28. AWARD DATE

EMAIL: TEL: (Signature of Contracting Officer)

CODE CODE

B. TELEPHONE (Include area code) C. E-MAIL ADDRESS

AWARD (To be completed by Government)

19. ACCEPTED AS TO ITEMS NUMBERED 20. AMOUNT 21. ACCOUNTING AND APPROPRIATION

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

10 U.S.C. 2304(c) ( ) 41 U.S.C. 253(c) ( ) (4 copies unless otherwise specified)

23. SUBMIT INVOICES TO ADDRESS SHOWN IN ITEM

24. ADMINISTERED BY (If other than Item 7) CODE 25. PAYMENT WILL BE MADE BY CODE

PART IV - REPRESENTATIONS AND INSTRUCTIONS

PART III - LIST OF DOCUMENTS, EXHIBITS AND OTHER ATTACHMENTS

14 - 58

PART II - CONTRACT CLAUSES

US ARMY ENGINEER DISTRICT, SAN FRANCISCO

CONTRACTING DIVISION

1455 MARKET ST., 17TH FLOOR SUITE 1741

SAN FRANCISCO CA 94103-1398

FAX:

TEL:

FAX:

TEL:

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

SOLICITATION

6. REQUISITION/PURCHASE NO.5. DATE ISSUED

23 Feb 2010

4. TYPE OF SOLICITATION

SEALED BID (IFB)

NEGOTIATED (RFP)

[ X ]

3. SOLICITATION NO.

W912P7-10-B-0005

Section B - Supplies or Services and Prices

ITEM NO SUPPLIES/SERVICES QUANTITY UNIT UNIT PRICE AMOUNT

0001 1 Lump Sum

2.1 Kickoff Meeting

FFP

FOB: Destination

NET AMT

0002 1 Lump Sum

2.2 Project Coordination

0003 1 Lump Sum

2.3 Project Research Plan

0004 1 Lump Sum

2.4 Permits & Notification Documentations

0005 1 Lump Sum

2.5 (Summer) Identifications & Verifications on Coho Salmon

0006 1 Lump Sum

2.6 Status Report on Summer Period

0007 1 Lump Sum

2.7 (Winter) Identifications & Verifications on Coho Salmon

0008 1 Lump Sum

2.8 Status Report on Winter Period

0009 1 Lump Sum

2.9 Assessment Result

0010 1 Lump Sum

2.10 Assessment Result Draft

2.11 Final Report

0012 1 Lump Sum Monthly Safety Exposure Report (MSER)

Section E - Inspection and Acceptance

52.246-4 INSPECTION OF SERVICES--FIXED-PRICE (AUG 1996)

(a) Definitions. "Services," as used in this clause, includes services performed, workmanship, and material furnished or utilized in the performance of services.

(b) The Contractor shall provide and maintain an inspection system acceptable to the Government covering the services under this contract. Complete records of all inspection work performed by the Contractor shall be maintained and made available to the Government during contract performance and for as long afterwards as the contract requires.

(c) The Government has the right to inspect and test all services called for by the contract, to the extent practicable at all times and places during the term of the contract. The Government shall perform inspections and tests in a manner that will not unduly delay the work.

(d) If the Government performs inspections or tests on the premises of the Contractor or a subcontractor, the Contractor shall furnish, and shall require subcontractors to furnish, at no increase in contract price, all reasonable facilities and assistance for the safe and convenient performance of these duties.

(e) If any of the services do not conform with contract requirements, the Government may require the Contractor to perform the services again in conformity with contract requirements, at no increase in contract amount. When the defects in services cannot be corrected by reperformance, the Government may (1) require the Contractor to take necessary action to ensure that future performance conforms to contract requirements and (2) reduce the contract price to reflect the reduced value of the services performed.

(f) If the Contractor fails to promptly perform the services again or to take the necessary action to ensure future performance in conformity with contract requirements, the Government may (1) by contract or otherwise, perform the services and charge to the Contractor any cost incurred by the Government that is directly related to the performance of such service or (2) terminate the contract for default.

(End of clause)

Section F – Deliveries or Performance

52.242-17 GOVERNMENT DELAY OF WORK (APR 1984)

(a) If the performance of all or any part of the work of this contract is delayed or interrupted (1) by an act of the Contracting Officer in the administration of this contract that is not expressly or impliedly authorized by this contract, or (2) by a failure of the Contracting Officer to act within the time specified in this contract, or within a reasonable time if not specified, an adjustment (excluding profit) shall be made for any increase in the cost of performance of this contract caused by the delay or interruption and the contract shall be modified in writing accordingly. Adjustment shall also be made in the delivery or performance dates and any other contractual term or condition affected by the delay or interruption. However, no adjustment shall be made under this clause for any delay or interruption to the extent that performance would have been delayed or interrupted by any other cause, including the fault or negligence of the Contractor, or for which an adjustment is provided or excluded under any other term or condition of this contract.

(b) A claim under this clause shall not be allowed (1) for any costs incurred more than 20 days before the Contractor shall have notified the Contracting Officer in writing of the act or failure to act involved, and (2) unless the claim, in an amount stated, is asserted in writing as soon as practicable after the termination of the delay or interruption, but not later than the day of final payment under the contract.

Section G – Additional Instructions

U.S. Army Corps of Engineers San Francisco District

1455 Market Street, 15th Floor San Francisco, California 94103-1398

CESPN-ET-PB August 07, 2009

Schedule of Services for:

PROJECT: Congressman Don Clausen Fish Hatchery Russian River Coho Salmon Captive Breeding Program

TITLE: Monitoring and Evaluation of the Survival, Out-migration, and Escapement of Stream Stocked Russian River Coho Salmon

Bids in response to this Request for Proposal should be sent electronically to the Contracting Officer’s Representative (COR) with copies to all individuals listed below; signed hard copies should be sent to Joe Viola at the address below.

MAILING ADDRESS / POINTS OF CONTACT

All submissions and reports shall be sent to the U.S. Army Corps of Engineers (USACE), San Francisco District, Project Manager at the following address (with copies to Mr.LaCivita). Note that there may be additional submittal requirements to insure timely payment for services:

ATTN: CESPN-OR

Michael A. Dillabough, Chief Operations and Readiness Division 1455 Market St.

San Francisco, CA 94103-1398 Phone: 415-503-6770 Fax: 415-503-67??

Email: michael.a.dillbough@usace.army.mil

The point of contact for technical questions at the Corps of Engineers is:

ATTN: CESPN-ET-PB

Peter E. LaCivita 1455 Market Street San Francisco, CA 94103 Phone: 415-503-6864 Fax: 415-503-6692 Email: peter.e.lacivita@usace.army.mil

All correspondence, submittals, invoices etc., will be mailed directly to Joseph Viola, Contracting Officer’s Representative (COR), as the single point of contact for this delivery order, with the following address:

ATTN: CESPN-ET-ES

Joseph Viola A-E Services Unit, (Room 1564 J) 1455 Market Street, 15th Floor

San Francisco, California 94103-1398.

Phone: 415-503-6883 Email: Joseph.J.Viola@usace.army.mil

1.0 General Information

Steelhead and Coho salmon are spawned and raised at our fish facilities and released into the Russian River watershed as mitigation for the loss of spawning and rearing habitat caused by construction of the Coyote Valle and Warm Springs dams. As a result of low numbers of fish in the watershed, Coho salmon is listed as endangered under the authority of the Federal Endangered Species Act. In 2001, the Russian River Coho Salmon Captive Breeding Program (RRCSCBP) was established to supplement the very low natural reproduction in the watershed.

Monitoring of the juvenile survival and adults returning to spawn in the watershed is necessary to evaluate the success of the program and to provide data useful to adaptively manage the program.

2.0 Description of Work and Services

2.1 Within two weeks of contract awards, schedule an onboard meeting between USACE and the Contractor to assure that terms of the contract, goals, objectives, and mutual expectations are clearly understood.

2.2 Within two weeks of completing the onboard meeting, schedule and arrange a stakeholder meeting at which the following will be addressed:

(A) It is the contractor’s responsibility to make all arrangements for this meeting.

(B) The meeting shall consist of the U.S. Army Corps of Engineers, National Marine Fisheries Service, California Department of Fish and Game and, NMFS, and other interested participants and collaborators of the Russian River Coho Salmon Captive Breeding program.

(C) Presentation and explanation of study design/research plan including monitoring locations.

(D) Coordination with possible add-on studies by stakeholders.

(E) Accept input or suggestions that would improve the monitoring effort from previous years.

(F) Address other issues that may arise.

2.3 Prepare a detailed research plan. This shall be a formal document describing proposed schedules, contingency plans, adaptive management; and how data analyses and conclusions would specifically address the survival and escapement of program fish. Some deviation from these guidelines may be acceptable if sufficiently justified by the Contractor in the bid submittal or development of the Detailed Research Plan and agreed to by the stakeholders and in writing by the Corps. The D\detailed research plan should not exceed 15 pages (exclusive of any tables, figures, or references) single spaced.

(A) A draft document shall be submitted within one week after the stakeholder meeting.

(B) Based on review by the USACE, a final version shall be submitted one week after receipt of comments.

(C) The final document shall be suitable for public distribution by the USACE.

2.4 Obtain all required permits, stream access, and complete notifications.

2.5 Assess the summer survival of Coho stocked at selected locations. Beach seines or snorkel surveys may be used. For fish captured by seine, all will be wanded and the PITand/or CWT tag number recorded. Length, weight, condition, and identifying marks or tags will be noted.

2.6 Prepare and submit summer survival draft report including results, analysis, discussion, conclusions, and recommendations; accept comments; prepare and submit final report

2.7 Assess winter survival by trapping out migrating smolts. All fish will be wanded and the PIT and /or CWT tag number recorded. Length, weight, condition, and identifying marks or tags will be noted.

2.8 Prepare and submit winter survival draft report including results, analysis, discussion, conclusions, and recommendations.; accept comments; prepare and submit final report.

2.9 Assess escapement by surveying the stocked streams and identifying and counting spawing adults, redds, and carcasses. Where possible, tissue samples for DNA analysis will be taken from carcasses.

2.10 Prepare and submit escapement draft report including results, analysis, discussion, conclusions, and recommendations.; accept comments; prepare and submit final report.

2.11 Prepare and submit escapement final report including results, analysis, discussion, conclusions, and recommendations.

3.0 Schedule

NOTE: Reports for the various tasks may be combined into a single document provided the timing of the submission of the report is early enough to permit the consideration of adaptive management actions.

3.1 For summer survival, provide a draft report in 60 days; accept comments in 30days; provide a final report by the end of the calendar year.

3.2 For out migrant survival, provide a draft report 60 days from the end of the trapping season; accept comments in 30 days; provide final report by October 1.

3.3 For adult escapement, the time frame for 3.2 shall apply.

4.0 General Contract Requirements

4.1 All material gathered and/or developed in the performance of the tasks listed in his delivery order shall be returned as the property of the government and shall not be used or distributed by the Contractor without specific permission of USACE.

4.2 The Contractor shall take no direction from any government employee or any person other than the Contracting Officer that changes the terms and conditions of this contract action , the scope, or any change that impacts the price or schedule. Changes authorized by the Contracting Officer will be in the form of a written, official, signed modification to the contract action received by the Contractor before the Contractor will act upon those changes.

The Contractor will comply with the changes clause of this contract when the Contractor believes direction has been given from persons other than the Contracting Officer that equate to a change by notifying the Contracting Officer.

Any direction given by any government employee or any other person outside their authority must be reported to the Contracting Officer. Contracting Officer Representatives (CORs) are limited to the authorities stated in the COR appointment letters.

4.3 All documents shall be written in standard proper English generally conforming to a widely accepted style manual consistent with the product, for example, the Government Printing Office (GPO) or Council of Biological Editors (CBE) style manuals. The technical level of writing should be such that the material is fully understandable by a technical person without specific training in the field at hand but without compromising its value to the target audience. The target audience includes technical, managerial, executive, and senior scientist personnel in various regulatory and related government agencies as well as stakeholders in the broader community. The work may be used for regulatory, permitting, policy and related issues as well as possible follow-up research. Specific jargon to the field should either be clearly explained in the text or defined in a glossary.

Submittals either not addressing contractual obligations or with extensive errors may be returned without complete reviews for revision at no additional cost to the government. Thus, the contractor is encouraged to use a professional editor or proofreader for all submittals.

Drafts shall be submitted in MSWord in digital format as a single document. The text shall be single spaced, page size shall be 8.5x 11 inches Any submittals larger than 2MB shall be transmitted over the contractors FTP site.

Ten hard copies of the final document shall be provided. It shall be printed double sided on recycled paper and any binding and cover pages (if any) shall be on recycled/recyclable material. A CD or DVD shall be provided which includes the complete text and copies of all printed/ electronic material upon which the document is based. This shall include, for instance, PDF versions of technical and gray literature to the extent that copyright law is not violated.

Documents, either in draft or final form, shall not be released to the public (including members of the RRCSCPB until reviewed by the USACE. Use of data derived from this contract for other purposes is acceptable providing prior notice is given and proper acknowledgment provided.

4.4 The contractor shall supply all equipment and personnel needed for the project except that stated above. Any major equipment purchased shall be returned to the government at the conclusion of the contract, or any subsequent contract, unless specific written documentation is provided to the contrary. In the event the contractor receives subsequent awards from the government, new purchases shall not be made (except as necessary to replace consumables such as batteries) and only maintenance shall be charged. The contractor shall provide insurance for any major equipment as well as assuring that it is properly maintained and stored when not in use. Final payment will be withheld until equipment is returned in good condition (a separate memorandum of agreement may need to be developed to detail this area).

4.5 The Government will select the contractor who will provide best value. The selection criteria as shown in A through H, all criteria are of equal importance. The contractor must demonstrate a clear track record and series of accomplishments particularly in the following areas (these must be clearly addressed in the bid responding to the request for proposals):

(A) Studies involving tagging and monitoring tagged fish.

(B) Peer reviewed technical publications, particularly on subject at hand.

(C) Technical reports for governmental agencies, particularly on subject at hand.

(D) Obtaining permits for and documented experience working with endangered species of fish, or demonstrated ability to obtain permits within the time constraints of the project.

(E) Success in graciously and expeditiously handling multiagency/stakeholder interests and concerns.

(F) Knowledge of. Russian River Coho Salmon Captive Breeding Program

(G) Knowledge of endangered species consultations.

(H) Reputation for credible work in the field at hand in both government and scientific fields.

5.0 Administrative Compliance:

5.1 To the greatest extent practicable, the Contractor shall conduct work in an environmentally, economically, fiscally, and sustainable manner in compliance with Executive Order 13423 Section 1 (Federal Register: Vol. 72, No. 17; Friday, January 26, 2007).

5.2 The Contractor shall submit the “USACE Summary of Contractor Work-Related Injuries and Illnesses” by using “Summary Guide for Completing USACE Contractor Monthly Summary Record of Injuries/Illnesses & Work Hour Exposure” Guidelines. Monthly Safety Exposure Report (MSER) shall be submitted on a monthly basis, report is to be sent in electronic spreadsheet format and a signed hard copy report thru e-mail and by mail. The MSER is a compilation of number of cases with days away from work, with job transfer or restriction, and other recordable cases; also number of employee-days of job transfer or restriction, total number of injuries and illnesses according to types, establishment information, and employment information. This is to maintain an accurate USACE Summary of Contractor Work-Related Injuries and Illnesses count for the Contractor and for individual subcontractors.

http://www.hnd.usace.army.mil/safety/Safety_Pol_Reg_Docs.aspx

Under "General Safety and Occupational Health" Table, pick the first row from the table "29 CFR 1904", right column from the 20 CFR 1904, “USACE Prime Contractor Monthly Record of Accidents and Exposure Hours”.

If you have any question regarding this particular issue please contact:

Jason Ho U.S. Army of Engineers 1455 Market St. Suite 1564I San Francisco, CA 94103-1398 Tel: 415-503-6884 E-mail: Jason.d.ho@spd02.usace.army.mil Arthur.R.Smith@spd02.usace.army.mil

6.0 Government Furnished Material

6.1 The Government will supply the annual reports from previous years monitoring efforts.

N/A (MIPR)

5.0 PERIOD OF SERVICE

All work including optional task items under this SOW shall be completed within 365 days of the issuance of the contract.

6.0 ADDITIONAL INFORMATION

CESPN-ET-PB (1110-2-1150a) 2 November 2006

MEMORANDUM FOR RECORD

SUBJECT: USACE – NOAA Economy Act MOU

1. I have reviewed the subject MOU and I agree with the provisions and rationale.

2. NOAA and has considerable experience in the area of genetic analysis and are already doing this kind of work for salmon species coast wide

3. They have an extensive genetics data which has already been used to mitigate inbreeding depression for the

Russian River Coho Salmon Captive Breeding Program and have the specialized knowledge that would make them more effective than a contractor

4. While there are contractors that could provide this service, the MOU would afford the two agencies to work closely together without a third party and the added expense of fully funding additional vessel time, staff time for the advertisement and management of a contract, and of course the contractor’s profit.

5. Work already performed by NOAA has and would, would benefit the Corps and the RRCSCBP through this

Economy Act Agreement.

6. There is added value in working under this MOU as there are various other such documents that have been executed by the Corps and resource agencies focused on conservation and restoration species and habitats

7. I recommend the District execute this MOU.

PETER E. LaCIVITA Regional Fishery Biologist Environmental Section B

Section I - Contract Clauses

52.202-1 DEFINITIONS (JUL 2004)

(a) When a solicitation provision or contract clause uses a word or term that is defined in the Federal Acquisition Regulation (FAR), the word or term has the same meaning as the definition in FAR 2.101 in effect at the time the solicitation was issued, unless--

(1) The solicitation, or amended solicitation, provides a different definition;

(2) The contracting parties agree to a different definition;

(3) The part, subpart, or section of the FAR where the provision or clause is prescribed provides a different meaning; or

(4) The word or term is defined in FAR Part 31, for use in the cost principles and procedures.

(b) The FAR Index is a guide to words and terms the FAR defines and shows where each definition is located. The FAR Index is available via the Internet at http://www.acqnet.gov at the end of the FAR, after the FAR Appendix.

52.203-3 GRATUITIES (APR 1984)

(a) The right of the Contractor to proceed may be terminated by written notice if, after notice and hearing, the agency head or a designee determines that the Contractor, its agent, or another representative--

(1) Offered or gave a gratuity (e.g., an entertainment or gift) to an officer, official, or employee of the Government;

and

(2) Intended, by the gratuity, to obtain a contract or favorable treatment under a contract.

(b) The facts supporting this determination may be reviewed by any court having lawful jurisdiction.

(c) If this contract is terminated under paragraph (a) of this clause, the Government is entitled--

(1) To pursue the same remedies as in a breach of the contract; and

(2) In addition to any other damages provided by law, to exemplary damages of not less than 3 nor more than 10 times the cost incurred by the Contractor in giving gratuities to the person concerned, as determined by the agency head or a designee. (This subparagraph (c)(2) is applicable only if this contract uses money appropriated to the Department of Defense.)

(d) The rights and remedies of the Government provided in this clause shall not be exclusive and are in addition to any other rights and remedies provided by law or under this contract.

52.203-5 COVENANT AGAINST CONTINGENT FEES (APR 1984)

(a) The Contractor warrants that no person or agency has been employed or retained to solicit or obtain this contract upon an agreement or understanding for a contingent fee, except a bona fide employee or agency. For breach or violation of this warranty, the Government shall have the right to annul this contract without liability or, in its discretion, to deduct from the contract price or consideration, or otherwise recover, the full amount of the contingent fee.

(b) "Bona fide agency," as used in this clause, means an established commercial or selling agency, maintained by a contractor for the purpose of securing business, that neither exerts nor proposes to exert improper influence to solicit or obtain Government contracts nor holds itself out as being able to obtain any Government contract or contracts through improper influence.

"Bona fide employee," as used in this clause, means a person, employed by a contractor and subject to the contractor's supervision and control as to time, place, and manner of performance, who neither exerts nor proposes to exert improper influence to solicit or obtain Government contracts nor holds out as being able to obtain any Government contract or contracts through improper influence.

"Contingent fee," as used in this clause, means any commission, percentage, brokerage, or other fee that is contingent upon the success that a person or concern has in securing a Government contract.

"Improper influence," as used in this clause, means any influence that induces or tends to induce a Government employee or officer to give consideration or to act regarding a Government contract on any basis other than the merits of the matter.

52.203-6 RESTRICTIONS ON SUBCONTRACTOR SALES TO THE GOVERNMENT (SEP 2006)

(a) Except as provided in (b) of this clause, the Contractor shall not enter into any agreement with an actual or prospective subcontractor, nor otherwise act in any manner, which has or may have the effect of restricting sales by such subcontractors directly to the Government of any item or process (including computer software) made or furnished by the subcontractor under this contract or under any follow-on production contract.

(b) The prohibition in (a) of this clause does not preclude the Contractor from asserting rights that are otherwise authorized by law or regulation.

(c) The Contractor agrees to incorporate the substance of this clause, including this paragraph (c), in all subcontracts under this contract which exceed the simplified acquisition threshold.

52.203-7 ANTI-KICKBACK PROCEDURES. (JUL 1995)

(a) Definitions.

"Kickback," as used in this clause, means any money, fee, commission, credit, gift, gratuity, thing of value, or compensation of any kind which is provided, directly or indirectly, to any prime Contractor, prime Contractor employee, subcontractor, or subcontractor employee for the purpose of improperly obtaining or rewarding favorable treatment in connection with a prime contract or in connection with a subcontract relating to a prime contract.

"Person," as used in this clause, means a corporation, partnership, business association of any kind, trust, joint-stock company, or individual.

"Prime contract," as used in this clause, means a contract or contractual action entered into by the United States for the purpose of obtaining supplies, materials, equipment, or services of any kind.

"Prime Contractor," as used in this clause, means a person who has entered into a prime contract with the United States.

"Prime Contractor employee," as used in this clause, means any officer, partner, employee, or agent of a prime Contractor.

"Subcontract," as used in this clause, means a contract or contractual action entered into by a prime Contractor or subcontractor for the purpose of obtaining supplies, materials, equipment, or services of any kind under a prime contract.

"Subcontractor," as used in this clause, (1) means any person, other than the prime Contractor, who offers to furnish or furnishes any supplies, materials, equipment, or services of any kind under a prime contract or a subcontract entered into in connection with such prime contract, and (2) includes any person who offers to furnish or furnishes general supplies to the prime Contractor or a higher tier subcontractor.

"Subcontractor employee," as used in this clause, means any officer, partner, employee, or agent of a subcontractor.

(b) The Anti-Kickback Act of 1986 (41 U.S.C. 51-58) (the Act), prohibits any person from -

(1) Providing or attempting to provide or offering to provide any kickback;

(2) Soliciting, accepting, or attempting to accept any kickback; or

(3) Including, directly or indirectly, the amount of any kickback in the contract price charged by a prime Contractor to the United States or in the contract price charged by a subcontractor to a prime Contractor or higher tier subcontractor.

(c)(1) The Contractor shall have in place and follow reasonable procedures designed to prevent and detect possible violations described in paragraph (b) of this clause in its own operations and direct business relationships.

(2) When the Contractor has reasonable grounds to believe that a violation described in paragraph (b) of this clause may have occurred, the Contractor shall promptly report in writing the possible violation. Such reports shall be made to the inspector general of the contracting agency, the head of the contracting agency if the agency does not have an inspector general, or the Department of Justice.

(3) The Contractor shall cooperate fully with any Federal agency investigating a possible violation described in paragraph (b) of this clause.

(4) The Contracting Officer may (i) offset the amount of the kickback against any monies owed by the United States under the prime contract and/or (ii) direct that the Prime Contractor withhold, from sums owed a subcontractor under the prime contract, the amount of any kickback. The Contracting Officer may order the monies withheld under subdivision (c)(4)(ii) of this clause be paid over to the Government unless the Government has already offset those monies under subdivision (c)(4)(i) of this clause. In either case, the Prime Contractor shall notify the Contracting Officer when the monies are withheld.

(5) The Contractor agrees to incorporate the substance of this clause, including this subparagraph (c)(5) but excepting subparagraph (c)(1), in all subcontracts under this contract which exceed $100,000.

52.203-8 CANCELLATION, RESCISSION, AND RECOVERY OF FUNDS FOR ILLEGAL OR IMPROPER

ACTIVITY (JAN 1997)

(a) If the Government receives information that a contractor or a person has engaged in conduct constituting a violation of subsection (a), (b), (c), or (d) of Section 27 of the Office of Federal Procurement Policy Act (41 U.S.C.

423) (the Act), as amended by section 4304 of the 1996 National Defense Authorization Act for Fiscal Year 1996 (Pub. L. 104-106), the Government may--

(1) Cancel the solicitation, if the contract has not yet been awarded or issued; or

(2) Rescind the contract with respect to which--

(i) The Contractor or someone acting for the Contractor has been convicted for an offense where the conduct constitutes a violation of subsection 27(a) or (b) of the Act for the purpose of either--

(A) Exchanging the information covered by such subsections for anything of value; or

(B) Obtaining or giving anyone a competitive advantage in the award of a Federal agency procurement contract; or

(ii) The head of the contracting activity has determined, based upon a preponderance of the evidence, that the Contractor or someone acting for the Contractor has engaged in conduct constituting an offense punishable under subsections 27(e)(1) of the Act.

(b) If the Government rescinds the contract under paragraph (a) of this clause, the Government is entitled to recover, in addition to any penalty prescribed by law, the amount expended under the contract.

(c) The rights and remedies of the Government specified herein are not exclusive, and are in addition to any other rights and remedies provided by law, regulation, or under this contract.

52.203-10 PRICE OR FEE ADJUSTMENT FOR ILLEGAL OR IMPROPER ACTIVITY (JAN 1997)

(a) The Government, at its election, may reduce the price of a fixed-price type contract and the total cost and fee under a cost-type contract by the amount of profit or fee determined as set forth in paragraph (b) of this clause if the head of the contracting activity or designee determines that there was a violation of subsection 27 (a), (b), or (c) of the Office of Federal Procurement Policy Act, as amended (41 U.S.C. 423), as implemented in section 3.104 of the Federal Acquisition Regulation.

(b) The price or fee reduction referred to in paragraph (a) of this clause shall be--

(1) For cost-plus-fixed-fee contracts, the amount of the fee specified in the contract at the time of award;

(2) For cost-plus-incentive-fee contracts, the target fee specified in the contract at the time of award, notwithstanding any minimum fee or "fee floor" specified in the contract;

(3) For cost-plus-award-fee contracts--

(i) The base fee established in the contract at the time of contract award;

(ii) If no base fee is specified in the contract, 30 percent of the amount of each award fee otherwise payable to the Contractor for each award fee evaluation period or at each award fee determination point.

(4) For fixed-price-incentive contracts, the Government may--

(i) Reduce the contract target price and contract target profit both by an amount equal to the initial target profit specified in the contract at the time of contract award; or

(ii) If an immediate adjustment to the contract target price and contract target profit would have a significant adverse impact on the incentive price revision relationship under the contract, or adversely affect the contract financing provisions, the Contracting Officer may defer such adjustment until establishment of the total final price of the contract. The total final price established in accordance with the incentive price revision provisions of the contract shall be reduced by an amount equal to the initial target profit specified in the contract at the time of contract award and such reduced price shall be the total final contract price.

(5) For firm-fixed-price contracts, by 10 percent of the initial contract price or a profit amount determined by the Contracting Officer from records or documents in existence prior to the date of the contract award.

(c) The Government may, at its election, reduce a prime contractor's price or fee in accordance with the procedures of paragraph (b) of this clause for violations of the Act by its subcontractors by an amount not to exceed the amount of profit or fee reflected in the subcontract at the time the subcontract was first definitively priced.

(d) In addition to the remedies in paragraphs (a) and (c) of this clause, the Government may terminate this contract for default. The rights and remedies of the Government specified herein are not exclusive, and are in addition to any other rights and remedies provided by law or under this contract.

52.203-12 LIMITATION ON PAYMENTS TO INFLUENCE CERTAIN FEDERAL TRANSACTIONS (SEP

2007)

(a) Definitions. As used in this clause--

Agency means executive agency as defined in Federal Acquisition Regulation (FAR) 2.101.

Covered Federal action means any of the following actions:

(1) Awarding any Federal contract.

(2) Making any Federal grant.

(3) Making any Federal loan.

(4) Entering into any cooperative agreement.

(5) Extending, continuing, renewing, amending, or modifying any Federal contract, grant, loan, or cooperative agreement.

Indian tribe and tribal organization have the meaning provided in section 4 of the Indian Self-Determination and Education Assistance Act (25 U.S.C. 450b) and include Alaskan Natives.

Influencing or attempting to influence means making, with the intent to influence, any communication to or appearance before an officer or employee of any agency, a Member of Congress, an officer or employee of Congress, or an employee of a Member of Congress in connection with any covered Federal action.

Local government means a unit of government in a State and, if chartered, established, or otherwise recognized by a State for the performance of a governmental duty, including a local public authority, a special district, an intrastate district, a council of governments, a sponsor group representative organization, and any other instrumentality of a local government.

Officer or employee of an agency includes the following individuals who are employed by an agency:

(1) An individual who is appointed to a position in the Government under Title 5, United States Code, including a position under a temporary appointment.

(2) A member of the uniformed services, as defined in subsection 101(3), Title 37, United States Code.

(3) A special Government employee, as defined in section 202, Title 18, United States Code.

(4) An individual who is a member of a Federal advisory committee, as defined by the Federal Advisory Committee Act, Title 5, United States Code, appendix 2.

Person means an individual, corporation, company, association, authority, firm, partnership, society, State, and local government, regardless of whether such entity is operated for profit, or not for profit. This term excludes an Indian tribe, tribal organization, or any other Indian organization eligible to receive Federal contracts, grants, cooperative agreements, or loans from an agency, but only with respect to expenditures by such tribe or organization that are made for purposes specified in paragraph (b) of this clause and are permitted by other Federal law.

Reasonable compensation means, with respect to a regularly employed officer or employee of any person, compensation that is consistent with the normal compensation for such officer or employee for work that is not furnished to, not funded by, or not furnished in cooperation with the Federal Government.

Reasonable payment means, with respect to professional and other technical services, a payment in an amount that is consistent with the amount normally paid for such services in the private sector.

Recipient includes the Contractor and all subcontractors. This term excludes an Indian tribe, tribal organization, or any other Indian organization eligible to receive Federal contracts, grants, cooperative agreements, or loans from an agency, but only with respect to expenditures by such tribe or organization that are made for purposes specified in paragraph (b) of this clause and are permitted by other Federal law.

Regularly employed means, with respect to an officer or employee of a person requesting or receiving a Federal contract, an officer or employee who is employed by such person for at least 130 working days within 1 year immediately preceding the date of the submission that initiates agency consideration of such person for receipt of such contract. An officer or employee who is employed by such person for less than 130 working days within 1 year immediately preceding the date of the submission that initiates agency consideration of such person shall be considered to be regularly employed as soon as he or she is employed by such person for 130 working days.

State means a State of the United States, the District of Columbia, or an outlying area of the United States, an agency or instrumentality of a State, and multi-State, regional, or interstate entity having governmental duties and powers.

(b) Prohibition. 31 U.S.C. 1352 prohibits a recipient of a Federal contract, grant, loan, or cooperative agreement from using appropriated funds to pay any person for influencing or attempting to influence an officer or employee of any agency, a Member of Congress, an officer or employee of Congress, or an employee of a Member of Congress in connection with any covered Federal actions. In accordance with 31 U.S.C. 1352, the Contractor shall not use appropriated funds to pay any person for influencing or attempting to influence an officer or employee of any agency, a Member of Congress, an officer or employee of Congress, or an employee of a Member of Congress in connection with the award of this contractor the extension, continuation, renewal, amendment, or modification of this contract.

(1) The term appropriated funds does not include profit or fee from a covered Federal action.

(2) To the extent the Contractor can demonstrate that the Contractor has sufficient monies, other than Federal appropriated funds, the Government will assume that these other monies were spent for any influencing activities that would be unallowable if paid for with Federal appropriated funds.

(c) Exceptions. The prohibition in paragraph (b) of this clause does not apply under the following conditions:

(1) Agency and legislative liaison by Contractor employees.

(i) Payment of reasonable compensation made to an officer or employee of the Contractor if the payment is for agency and legislative liaison activities not directly related to this contract. For purposes of this paragraph, providing any information specifically requested by an agency or Congress is permitted at any time.

(ii) Participating with an agency in discussions that are not related to a specific solicitation for any covered Federal action, but that concern--

(A) The qualities and characteristics (including individual demonstrations) of the person's products or services, conditions or terms of sale, and service capabilities; or

(B) The application or adaptation of the person's products or services for an agency's use.

(iii) Providing prior to formal solicitation of any covered Federal action any information not specifically requested but necessary for an agency to make an informed decision about initiation of a covered Federal action;

(iv) Participating in technical discussions regarding the preparation of an unsolicited proposal prior to its official submission; and

(v) Making capability presentations prior to formal solicitation of any covered Federal action by persons seeking awards from an agency pursuant to the provisions of the Small Business Act, as amended by Pub.L. 95-507, and subsequent amendments.

(2) Professional and technical services. (i) A payment of reasonable compensation made to an officer or employee of a person requesting or receiving a covered Federal action or an extension, continuation, renewal, amendment, or modification of a covered Federal action, if payment is for professional or technical services rendered directly in the preparation, submission, or negotiation of any bid, proposal, or application for that Federal action or for meeting requirements imposed by or pursuant to law as a condition for receiving that Federal action.

(ii) Any reasonable payment to a person, other than an officer or employee of a person requesting or receiving a covered Federal action or an extension, continuation, renewal, amendment, or modification of a covered Federal action if the payment is for professional or technical services rendered directly in the preparation, submission, or negotiation of any bid, proposal, or application for that Federal action or for meeting requirements imposed by or pursuant to law as a condition for receiving that Federal action. Persons other than officers or employees of a person requesting or receiving a covered Federal action include consultants and trade associations.

(iii) As used in paragraph (c)(2) of this clause, ``professional and technical services'' are limited to advice and analysis directly applying any professional or technical discipline (for examples, see FAR 3.803(a)(2)(iii)).

(iv) Requirements imposed by or pursuant to law as a condition for receiving a covered Federal award include those required by law or regulation and any other requirements in the actual award documents.

(3) Only those communications and services expressly authorized by paragraphs (c)(1) and (2) of this clause are permitted.

(d) Disclosure. (1) If the Contractor did not submit OMB Standard Form LLL, Disclosure of Lobbying Activities, with its offer, but registrants under the Lobbying Disclosure Act of 1995 have subsequently made a lobbying contact on behalf of the Contractor with respect to this contract, the Contractor shall complete and submit OMB Standard Form LLL to provide the name of the lobbying registrants, including the individuals performing the services.

(2) If the Contractor did submit OMB Standard Form LLL disclosure pursuant to paragraph (d) of the provision at FAR 52.203-11, Certification and Disclosure Regarding Payments to Influence Certain Federal Transactions, and a change occurs that affects Block 10 of the OMB Standard Form LLL (name and address of lobbying registrant or individuals performing services), the Contractor shall, at the end of the calendar quarter in which the change occurs, submit to the Contracting Officer within 30 days an updated disclosure using OMB Standard Form LLL.

(e) Penalties. (1) Any person who makes an expenditure prohibited under paragraph (b) of this clause or who fails to file or amend the disclosure to be filed or amended by paragraph (d) of this clause shall be subject to civil penalties as provided for by 31 U.S.C.1352. An imposition of a civil penalty does not prevent the Government from seeking any other remedy that may be applicable.

(2) Contractors may rely without liability on the representation made by their subcontractors in the certification and disclosure form.

(f) Cost allowability. Nothing in this clause makes allowable or reasonable any costs which would otherwise be unallowable or unreasonable. Conversely, costs made specifically unallowable by the requirements in this clause will not be made allowable under any other provision.

(g) Subcontracts. (1) The Contractor shall obtain a declaration, including the certification and disclosure in paragraphs (c) and (d) of the provision at FAR 52.203-11, Certification and Disclosure Regarding Payments to Influence Certain Federal Transactions, from each person requesting or receiving a subcontract exceeding $100,000 under this contract. The Contractor or subcontractor that awards the subcontract shall retain the declaration.

(2) A copy of each subcontractor disclosure form (but not certifications) shall be forwarded from tier to tier until received by the prime Contractor. The prime Contractor shall, at the end of the calendar quarter in which the disclosure form is submitted by the subcontractor, submit to the Contracting Officer within 30 days a copy of all disclosures. Each subcontractor certification shall be retained in the subcontract file of the awarding Contractor.

(3) The Contractor shall include the substance of this clause, including this paragraph (g), in any subcontract exceeding $100,000.

52.204-2 SECURITY REQUIREMENTS (AUG 1996)

(a) This clause applies to the extent that this contract involves access to information classified "Confidential," "Secret," or "Top Secret."

(b) The Contractor shall comply with (1) the Security Agreement (DD Form 441), including the National Industrial Security Program Operating Manual (DOD 5220.22-M); and (2) any revisions to that manual, notice of which has been furnished to the Contractor.

(c) If, subsequent to the date of this contract, the security classification or security requirements under this contract are changed by the Government and if the changes cause an increase or decrease in security costs or otherwise affect any other term or condition of this contract, the contract shall be subject to an equitable adjustment as if the changes were directed under the Changes clause of this contract.

(d) The Contractor agrees to insert terms that conform substantially to the language of this clause, including this paragraph (d) but excluding any reference to the Changes clause of this contract, in all subcontracts under this contract that involve access to classified information.

52.204-4 PRINTED OR COPIED DOUBLE-SIDED ON RECYCLED PAPER (AUG 2000)

(a) Definitions. As used in this clause--

“Postconsumer material” means a material or finished product that has served its intended use and has been discarded for disposal or recovery, having completed its life as a consumer item. Postconsumer material is a part of the broader category of “recovered material.” For paper and paper products, postconsumer material means “postconsumer fiber” defined by the U.S. Environmental Protection Agency (EPA) as--

(1) Paper, paperboard, and fibrous materials from retail stores, office buildings, homes, and so forth, after they have passed through their end-usage as a consumer item, including: used corrugated boxes; old newspapers; old magazines; mixed waste paper; tabulating cards; and used cordage; or

(2) All paper,…