MODIFICATION FIFTEEN DATED 22 MAY 2009

• Document Type: SPECIALCOLLECTION
• Collection: FOIA Collection
• Document Number (FOIA) /ESDN (CREST): 06213352
• Release Decision: RIPPUB
• Original Classification: U
• Document Page Count: 62
• Document Creation Date: March 16, 2022
• Document Release Date: March 28, 2016
• Case Number: F-2012-00645
• Publication Date: May 22, 2009

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OMB API's:mm.2700.0042
_
� AMENDMENT OF SOUC1TATION/MODIFICATION OF CONTRACT
1. CONTRACT ID CODE
PAGE OF
1
PAGES
I 3
- 2. AMENDMENT/MODIFICATION NO.
r EFFECTIvE DATE
22 MAY 2009 .
4. REQUISITION/PURCHASE REQ. NO.
MULTIPLE
5. PROJECT NO. (TK APPUcAeLE)
MODIFICATION No. FIFTEEN (15)
6. ISSUED BY CODE'
7. ADMINISTERED BY (PoTHERTNANOBi 6) CODE)
�
WASHINGTON, DC 20505
B. NAME AND ADDRESS OF cONMACTOR (No STRE'r, couNTKSTATEAAvZIP:CoM
GENERAL DYNAMICS INFORMATION TECHNOLOGY
3211 JERMANTOWN ROAD
SUITE 120
FAIRFAX, VA 22030
VI
SA. AMENDMENT OF SOLICITATION No.
9B. DATED (SEE ITEM II) �
10A. MODIFICATION.OF CONTRACT/ORDER NO.
200r1 21181.8*000
105. DATED Of E /TM 131
18 SEPTEMBEIR 2007
CODE IFACIUTY CODE
11. THIS ITEM ONLY APPLIES TO AMENDMENTS OF SOLICITATIONS
0 Tie ABOvE NUittERED SOUOTATioN IS AMENDED AS SET FORTH N trEm 14. THE HOUR AND DATE SPECIFIED FOR RECEIPT OF OFFERS Cl
IS NOT EXTENDED..
OFFF_RS muST ACKNOWLEDGE RECEIPT oF Tits AMENDNENT PRIOR TO THE HOUR AND DATE SPECIFIED IN THE SOL/CITATION OR AS AMENDED. BY ONEOF THE FOLLOWING AETHOCM
(A) BY COMPLETING DEN13 8 AND 15. AND RETURNING ONE ) COPY OF THE AMENDMENT; (11) BY ACKNOWLEDGING RECEIPT OF THIS AMENDMENT ON EACH COPY OF THE OFFER
SUBMITTED; OR (C) By SEPARATE LLTTER OR -T AM WHICH INCLUDES A REFERENCE TO THE SOUCITATION AND AMENDMENT NUMBERS. FAILURE OF YOUR
ACKNOWLEDGMENT TO BE RECEIVED AT THE PLACE DESIGNATED FOR THE RECEIPT OF OFFERS PRIOR TO THE HOUR AND DATA SPECIFIED MAY
RESULT IN REJECTION OF YOUR OFFER. 1F BY VIRTUE of THIS AMENDMENT YOU DESIRE To CHANGE AN OFFER ALREADY sUBMETrED, SUCH CHANGE MAY BE MADE BY
IS EXTENDED, 0
12. ACCOUNTING AND APPROPRIATION DATA Wile:MEV
Funding Increased FROM: $58,883,506 SY: $1,082,623 TO: $59,966,129.
13. THIS ITEM APPLIES ONLY TO MODIFICATIONS OF CONTRACTS/ORDERS,
IT MODIFIES THE CONTRACT/ORDER NO. AS DE.SCRIBED IN ITE11114.
THIS CHANGE ORDER IS ISSUED PURSUANT TO (SpEcFr ATITHoWTV THE CHANGES SET FORTH IN ITEM 14 ARE MADE IN THE CONTRACT ORDER NO. IN ITEM 10A.
B. THE ABOVE NUMBERED CONTRACT/ORDER TS MODIFIED TO REFLECT THE ADMINISTRATIVE CHANGES (sucH As cHANGES PATING OFFICE, APPROPRIATION DATE. Fro)
SETTOITTM IN ITEM 14, PURSUANT TO THE AUTHORITY OF FAR 4310394.
C. THIS SUPPLEMENTAL AGREEMENT IS ENTERED INTO PURSUANT TO AUTHORITY OP:
X
0. OTHER SPECIFY TYPE OF MODIFICATION AND AurNoRrty)
ALLOTTED CONTRACT FUNDING
E. IMPORTANT: CONTRACTOR El IS NOT, 0 IS REQUIRED TO SIGN THIS DOCUMENT AND RETURN ONE (1) COPIES TO THE ISSUING
14. DESCRIPTION OF AMEND499kUMODIFICATION (CWougzED SY CCP sEcnoN HELowas, avaioN9 souctranowtosTRAcTsuEuEcrmAr/TER ViSiERFFFAcim C.) .
SEE ATTACHED PAGE 2. � \
BA. NAME AND TITLE OF SIGNER (TYPE OR FRAV7)
16A. NAME AND TITLE OF CONTRACTING OFFICER rw,EOR
NAT)
1513. GONTRACTOR/OFFEIOR
15G, DATE SIGNED
166.
15G, DAt.,STGNED
\
416?
NSN7540-01-152-8070 30-105
fANDARD FORM 30 (REV. 1Q-8)
PREVIOUS EDITION UNUSABLE COMPUTER GENERATED
BY GSA FAR (48 CFR) 53.243
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CONTRACT NUMBER: 2007*1211818*000
CONFORMED CONTRACT THROUGH MODIFICATION #15
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A-1
UNCLASSIFIED/FOR OFFICIAL USE ONLY
CONTRACT NUMBER: 2007*1211818*000
SECTION A - SOLICITATION/CONTRACT FORM
Use of Facsimile Signatures JUN 2002
This Contract document may be executed in counterparts, each of which shall be deemed an original, all
of which together shall constitute one and the same instrument. Facsimile signatures will be regarded as
authentic by all parties.
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CONTRACT NUMBER: 2007*1211818400
SECTION B - SUPPLIES OR SERVICES AND PRICES/COSTS
This Contract is comprised of multiple Contract Line Item Numbers (CL,lNs) of varying types. Various
portions of Section B of the contract are applicable to specific CLINs.
CIANs 1.2. and 3 (CPFF/LOET) Section B-1. CLINs 1. 2. and 4a (CPAF/LOET) Section B-2 - B-4:
B-1 TYPE OF CONTRACT AND CONSIDERATION (CPFF-LOET) (JUL 2007)
(a) This is a Cost-Plus-Fixed-Fee Level-of-Effort Term (CPFF-LOET) type contract, as identified under
Federal Acquisition Regulation (FAR) 16.306, in the total estimated amounts set forth below.
asetYkar
01VIREFIFE)
(b)(4)
-
(b) The Contractor shall expend its best effort towards accomplishing the Scope of Contract work
outlined above.
(c) Level-of-Effort for Base and Option Periods:
(1) The level-of-effort required for the base period is defined in the table below. The estimated
composition of the total labor hours for the base period is as follows:
"' _ '.
;-------,-.-------4,-,
Z l'
---;&,,.- : .'._&7'Irg
� _-,z.. ":* i�-:-,4w- V- -,W- 7
.
ase e �-
._
ME-,-V
CLIN 1 - Progra6Management .
10,174
CLIN 2- Support Service Labor
280,659
CLlN 3 - Other Direct Costs
-
Minimum LOE
Target LOE
Maximum LOE
282,108
290,833
299,558
(d) The Contractor shall contimially evaluate the total level-of-effort required and recommend to the
Government changes thereto which are considered beneficial in attaining the overall objectives of this
contact In controlling the utilization of labor hours, the Contractor shall promptly notify the Contracting
Officer, in writing, when there is an indication that premature exhaustion of the total labor hours is
predicted.
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CONTRACT NUMBER: 2007*1211818*000
(e) It is understood and agreed that the rate of labor hours per month may fluctuate in pursuit of the
technical objective; however, such fluctuations will be controlled to avoid an exhaustion of the total labor
hours before the expiration of the term of the contract
(f) It is further agreed that the Contractor may submit written requests for acceleration of the average
hourly rate of effort that will result in the utilization of the total labor hours set forth above prior to the
expiration date of this contract If the Contracting Officer approves the request, the accelerated
performance shall be without increase in fee and the transaction formalized by modification to this
contract
(g) The fee for performance under this contract is predicated upon the Contractor furnishing at least the
minimum but up to and including the maximum level-of-effort specified. In the event the minimum
level-of-effort is not provided as specified, the fee shall be equitably adjusted downward in accordance
with the following formula:
Fee Reduction = Fee (in $) x (Target LOE - Expended LOE)
Target LOE.
"Pee Reduction" computed by the above formula is the dollar amount by which the fee specified in the
contract will be reduced. "Fee" in the above formula means the fixed fee specified in the contract for
CPFF type contacts. "LOE" in the above formula means "level-of-effort".
(h) In the event the Government desires an additional level-of-effort in excess of the maximum labor
hours specified prior to contract completion, the parties may negotiate to make an equitable adjustment of
the amount of fee payable hereunder.
B-2
Type of Contract and Consideration (CPAF-LOET) (JUL 2007)
(a) Theses are Cost-Plus-Award-Fee (CPAF) Level-of-Effort Term (CPAF-LOET) type CLINs as
described in FAR 16.305 in the total estimated amounts set forth below.
0 don Period One:
fl
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CONTRACT NUMBER: 2007*I211818*000
Option Period Two:
Option Year 2
(b)(2
5
6
NWS-7-
9
10
OP
tion Period Four:
Option-Yeae 4 �
(b)(4
(b)(4)
(b) Award fee shall be available for consideration of payment under the terms of the "Award Fee
Provisions" set forth under Attachment 2 of this contract. The availability of maximum award fee dollars,
with respect to the evaluation periods, is as follows:
N/A
N/A
This Page Last Modified by Mod X
N/A
,N/As.rM Ele0/./k
N/A ner&N�./".,
MAIM MIME Ingi..5�
iii30 ;71.7 (b)(4)
ML3.12141 fgaTBD:= liaMBD ( b) (4)
ugmairs3 tu)t&F)
TBD
WATBEVIE Mriklame
TB
WITBD
TBD=
BD
WM= tnantlae.:,
,rrITBD11/1/TBD
'TBDIvIej
AMTBD
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TBD
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CONTRACT NUMBER: 2007*1211818400
(c) A provisional/interim fee payment, equivalent to 5 percent of the allowable costs incurred, is
authorized for payment under this contract. Payment and/or adjustment of such provisionalfmterim fee, to
reflect the actual fee earned/awarded during any given evaluation period, shall be made in accordance
with the procedures and under the terms and conditions described under the clause entitled "Provisional
Fee Payment and Adjustment".
(d) The Contractor shall expend its best effort towards accomplishing the Scope of Contract work
outlined above.
(e) Level-of-Effort for Base and Option Periods:
(1) The level-of-effort required for the base period is N/A.
(2) The level-of-effort required for the first option period is a minimum of 399,806 labor hours and a
maximum of 424,537 labor hours. The estimated composition of the total labor hours for the first option
period is as follows:
_
CLIN 1 - Program Management
'10,422
6,432
-16,854
OLIN 2- Support Service Labor
336,898
6,604
343,502
CLIN 4a- NCIX Labor
47,952
3,864
51816
Minimum LOE
- 383,414
16,393
399,806
Target LOE
395,272
16,900
412,172 _
Maximum LOE
, 407,130
17,407
424,537
(3) The level-of-effort required for the second option period is a minimum of 577,670 labor hours and
a maximum of 613,402 labor hours. The estimated composition of the total labor hours for the second
option period is as follows:
CLIN 1 - Program Management
�
11,856
CLIN 2- Support Service Labor
583,680
OLIN 4a- NCIX Labor
-
Minimum LOE.
577,670
Target LOE
595,536
Maximum LOE
- 613,402
(4) The level-of-effort required for the.third option period is a minimum of 577,670 labor hours and a
maximum of 613,402 labor hours. The estimated composition of the total labor hours for the third option
period is as follows:
CLIN 1 - Program Management
11,856
CLIN 2 - Support Service Labor
583,680
CLIN 4a- NCIX Labor
-
Minimum LOE
577,670
Target LOE
�
595,536
Maximum LOE
613,402
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(5) The level-of-effort required for the fourth option period is a minimum of 577,670 labor hours and
a maximum of 613,402 labor hours. The estimated composition of the total labor hours for the fourth
option period is as follows:
1111.11111111111111110111111111010111111
CLIN 1 � Program Management
11,856
CLIN 2� Support Service Labor
583,680
CLIN 4a� NCIX Labor
-
Minimum LOE
577,670
Target LOE
595,536
Maximum LOE
613,402
(f) The Contractor shall continually evaluate the total level-of-effort required and recommend to the
Govenuiaent changes thereto which are considered beneficial in attaining the overall objectives of this
contract. In controlling the utilization of labor hours, the Contractor shall promptly notify the Contracting
Officer, in writing, when there is an indication that premature exhaustion of the total labor hours of effort
is predicted. �
(g) It is understood and agreed that the rate of labor hours per month may fluctuate in pursuit of the
technical objective; however, such fluctuations will be controlled to avoid an exhaustion of the total labor
hours of effort before the expiration of the term of the contract.
(h) It is further agreed that the Contractor may submit written requests for acceleration of the average
hourly rate of effort that will result in the utilization of the total labor hours set forth above prior to the
expiration date of this contract. If the Contracting Officer approves the request, the accelerated
performance shall be without increase in fee and the transaction formalized by modification to this
contract.
(i) The fee for performance under this contract is predicated upon the Contractor furnishing at least the
minimum but up to and including the maximum level-of-effort specified. In the event the minimum
level-of-effort is not provided as specified, the Government may, at its unilateral option, reduce both the
base fee and the award fee pool proportionally. Such reduction, if necessary, will be applicable to all fees
including those awarded/earned. The fee shall be adjusted downward in accordance with the following
formula:
Fee Reduction = Fee (in $) (Target LOB-Expended LOE).
Target LOE.
"Fee Reduction" computed by the above formula is the dollar amount by which the fee specified in the
contract will be reduced. "Fee" in the above formula means the base fee and maximum award fee for
CPAF type contracts. "LOE" in the above formula means "level-of-effort".
(j) In the event the Government desires an additional level-of-effort in excess of the maximum labor
hours specified prior to contract completion, the parties may negotiate to make an equitable adjustment of
the amount of fee payable hereunder.
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B-3
UNCLASSIFIED/FOR OFFICIAL USE ONLY
CONTRACT NUMBER: 24307*1211818*000
Incorporation of Award Fee Plan OCT 2003
The parties hereto agree that the fee payable under this contract shall be established in accordance with
the award fee plan attached hereto and made a part hereof.
B-4
Option For Increased Quantity - Direct Hours (Cost
Reimbursement) NOV 2005
(a) The parties recognize that the total amount of direct labor hours set forth in the "Type of Contract
and Consideration" clause in Section B represent(s) the best estimate of the number of direct hours that
will be required to accomplish this contract effort. As the work continues or evolves, the effort originally
contemplated may enlarge or modify, necessitating additional hours in excess of the amount set forth in.
said clause. As long as the additional effort is deemed by the contracting officer to be Within the scope of
the contract, the total amount of direct hours may be increased in order that additional effort may be
performed. Unless otherwise specified in the contract, any increase in total hours shall be at the hourly
rate as set forth in paragraph (b).below.
(b) The Government may increase the number of direct hours by issuing an appropriately funded
unilateral modification to this contract citing this clause as authority. Each nnilateral modification issued
pursuant to this provision shall increase the total estimated contract value set forth in the "Type of
Contract and Consideration" clause in Section B, at the estimated fully loaded cost and fee amounts as
shown in the following table, respectively for each direct hour added.
*SEE ATTACHMENT 13
(c) The number of direct labor hours that may be increased under this clause is not to exceed 25% of
the negotiated level-of-effort (LOB) as stated in the base contract or in each negotiated option period.
However, the authorizations for such increases must be accomplished within the period of performance
when the option is exercised.
B-5 Type of Contract and Consideration (Cost) OCT 2003
This is a Cost contract as identified under Federal Acquisition Regulation (FAR) 16.302, bearing no fee.
and in the estimated cost as follows:
Base Year
Re-Baseline step I (correct contract values)
Option Year I 1FROM JBY ITO
Re-baseline step 2 (Re-align baseline per ECP)
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CONTRACT NUMBER: 2007*1211818*000
lOption Year 1
l FROM 1BY ITO
Re-baseline step 3 (add personnel off baseline)
10PtiOnlY&irA 4
Options:
1 Option Year 2
IFRom:A4.113y,�
-1040
Option Yeaf,3
Option Year 4.
fal)
B-6
TO
Scope of Contract (Cost-Reimbursement, Level-of-Effort
, Term) OCT 2003
The Contractor shall:
(a) On a Level-of-Effort basis, perform assigned tasks, in accordance with the Statement of Work
(SOW) and all applicable Specifications, Application Standards and/or Requirements documents.
(b) In accordance with the terms and conditions set forth hereafter, furnish the necessary qualified
and properly cleared personnel, services, and travel (except those specifically designated to be provided
by the Government) to enable accomplishment of the task(s) assigned under this contract.
(c) Conduct and/or participate in a Progress Review Meeting, as required by the COTR in order to
review task performance and completion.
(d) Prepare and submit monthly, two (2) copies of the contract status report.
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B-6
Allotted Contract Funding
UNCLASS lE,INFOR OFFICIAL USE ONLY
CONTRACT NUMBER: 2007*1211818*000
JAN 2004
Pursuant to the "Iimitation of Funds" clause, the funding presently available and allotted for the
performance of this contract is set forth below. The Government shall not be obligated to reimburse the
Contractor for costs incurred in excess of this amount and the Contractor shall not be obligated to
continue performance under this contract or otherwise incur costs in excess of the stipulated amount. The
Government estimates that the allotment will cover the period of performance identified below:
..eriod ; �
CM '
i.-:�--.-'
-1/110e
k -BY
-
' 'Altiliie ,..

rie� �,', -'.'�--- � 4--.
r-4,1-0-1150bligateM
ti:�-�-:,_g:- -V,
_ _
Zrolaalli uncl'A
F...�,.....irlia-
Wing -
r�-�-�11--F.Bahri:
,''.4=`,7-�..�.
tc'_)tza.VtrktIx.
-e.-tkvigt,
, �
'-_c
IOW,:
-N.
'-r-EiltWeITIVAbl,- . 1
a
-
---n-.., 1
'-, I.Z.D e p..4) a -,�
,BAsEP..:A--,f,
-1-42..*V-,,�.--i
.:�..4z, --,r
- -
u`-'----1
,...
---4.,.---..204
:=:-.> _-..:TrI1;27: 0 45; 547k,
2
iftP1MOZ1447A Z
.ai-17rSep1418 1

7=-1�"���=2:ti
A3ASE&-,
. '''".747:,,..
riatS__ Tr4:72.....,
rz.M3.�,._-_-...4.74511,,
,
'---
1
,- ' ,---
-�- -
1.-F-7.p:,,- � �"wavegir
a
..-_. w..,... ,
17-Sep-08
IBulliTotall:
--nt o
,!-,'�-ir-n`git�$29,394;789._
:
:,.. 1
6)11.7Sep708i
0 .tion #1
1
. $0,,
_
$1,231,858
w.
17-Sep-09
0 tion #1
2
$24,810,735
17-Sep-09
0 Von #1
3 ODC's
$0,
$74,967 i
�IA.
MI
's. 17-Sep-09
0 tion #1
4a
Er
:SO
-
65,459,825
.0
17-Sep-09
0 tion #1
4b ODC's
/
I
sil
$33,956
i
17-Sep-09
Sub Total
o
s,
- _
,�
$31,611,341
al
17-Sep-09
..,-..-,-...3.:
.
tid_

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CONTRACT NUMBER: 2007*1211818*000
SECTION C - DESCRIPTION/SPECIFICATIONS/WORK STATEMENT
C-1
Statement of Work
�
OCT 2003
The Sponsor's Statement of Work entitled Professional Support Admini strative Services (PYRAMID)
dated 15 May 2007, which is incorporated by reference or attached hereto, is made a part of this contract.
See Section J, Attachment #1.
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CONTRACT NUMBER: 2007*1211818*000
SECTION D - PACKAGING AND MARKING
D-1 Not Applicable
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CONTRACT NUMBER: 2007*1211818*000
SECTION E - INSPECTION AND ACCEPTANCE
E-1 52.252-2 Clauses Incorporated by Reference FEB 1998
This contract incorporates one or more clauses by reference, with the same force and effect as if they
were given in full text Upon request, the Contracting Officer will make their full text available. Also,
the full text of a clause may be accessed electronically at this address http://www.arnetgov/.
E-2 52.246-5 Inspection of Services � Cost-Reimbursement
E-3
APR 1984
Inspection and Acceptance at Destination MAR 2004
Final inspection and acceptance of work accomplished, services provided and/or items produced or
deliverable under this contract shall be performed at destination by cognizant Government personnel.
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CONTRACT NUMBER: 2007*1211818*000
SECTION F - DELIVERIES OR PERFORMANCE
F-1 52.252-2 Clauses Incorporated by Reference Ick,I3 1998
This contract incorporates one or more clauses by reference, with the same force and effect as if they
were given in full text. Upon request, the Contracting Officer will make their full text available. Also, the
full text of a clause may be accessed electronically at this address: http://www.ametgov/
F-2 52.242-15
F-3
Stop-Work Order AUG 1989
Alternate I APR 1984
Late Delivery AUG 1996
When the Contractor encounters difficulty in meeting performance requirements, or anticipates difficulty
in complying with the contract delivery schedule or date, it shall immediately notify the Contracting
Office in writing giving pertinent detnils; provided, however, that this data shall be informational only in
character and that this provision shall not be construed as a waiver by the Government of any delivery
schedule or any rights or remedies provided by law or under this contract.
F-4
Period of Performance AUG 1996.
The period of performance of this contract shall be 18 September 2007 through 17 September 2009.
F-5
Place of Performance
AUG 1996
The principal place of performance under this contract shall be the Government facilities located at the
0/DM at Bolling AFB or other Washington Metropolitan Area DNI Headquarters location that may be.
used in the future.
F-6
Contract Status Report NOV 2005
Monthly contract status reports shall be submitted in one (1) copy each to the Contracting Officer and the
COTR 30 days after contract award and monthly thereafter not later than 15 calendar days after the close
of the month covered by the report. It shall be prepared using Microsoft Office Word. The COTR shall.
be able to easily segregate and forward appropriate sections of the Report to each Branch Chief. Failure
to submit this report will result in delay in payment of invoices.
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G-1
UNCLASSIFIED/FOR OFFICIAL USE ONLY
CONTRACT NUMBER: 2007*1211818*000
SECTION G - CONTRACT ADMINISTRATION DATA
Settlement - Cost Type Contracts APR 2006
Upon completion of the subject contract, the Contractor shall submit the following documents:
(a) Level-of-Effort Certification (if applicable, breakdown by labor category and hours expensed).
(One copy required)
(b) Electronic Funds Transfer Information (Ekii) - The submission of this information is required to
keep our payment database current. (One copy required)
(c) Final Property Closeout Statement (Government Furnished Property (GFP) and Contractor
Acquired Property (CAP). (One copy required)
(d) Final Patent and Royalty Statement (in accordance with FAR 52.227-11, 52.227-12, and 52.227-
13, as appropriate). (One copy required)
(e) Final Invoice or Voucher (also referred to as Final Cumulative Claim and Reconciliation
[FCCR]). Once final annual indirect expense rates have been established or the contractor wishes to use
approved quick-close rates, Contractor shall submit a "FINAL" invoice or voucher. The receipt of an
invoice marked "FINAL" shall initiate the settlement of this contract. This "FINAL" invoice is not to be
transmitted via electronic submission, but must be submitted in hard copy to the address listed below.
(One copy required)
One set of closeout documentation (a), (b), (c), and (d) shall be mailed, postage prepaid, to the
Contracting Officer at the address on page 1 of this contract.
One complete set of closeout documentation shall be mailed, postage prepaid, to:
Washington, DC 20505
If you have any questions in regard to the closeout procedure, please contact the settlements office
directly.
G-2
Submission of Invoices JAN 2004
Notwithstanding the provisions of the clause of this contract at FAR 52.216-7, Allowable Cost and
Payment, Contractors shall not submit invoices or requests for contract interim payment more often than
once a month.
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G-3 Electronic Submission of Payment Requests APR 2006,
(a) Definitions. As used in this clause:
(1) "Contract financing payment" and "invoice payment" have the mesnings given in FAR
section 32.001.
(2) "Electronic form" means using the Agency's Web Invoicing System (WInS ) to transmit
information electronically from the Contractor to the internal contract management
system. The Agency does not consider facsimile, e-mail, and scanned documents
electronic forms.
(3) "Payment request" means any request for contract financing payment or invoice payment
submitted by the Contractor under a contract.
(b) Except as provided in paragraphs (c) and (e) of this clause, the Contractor shall submit payment
requests using the Agency's Web Invoicing System (WInS ). If the Contractor is not registered in WInS ,
the Contractor shall call the Vendor Service Center onL within two weeks of contract award
to register. Items needed to facilitate registration include: a vali contract number and the name, phone
number, and e-mail address for the Contractor's point of contact. The Contractor may make inquires
regarding invoices to the payment office o
(c) If the Contractor is unable to submit a payment request in electronic form, or the Agency is
unable to receive a payment request in electronic form, the Contactor shall submit the payment request
using a method mutually agreed to by the Contractor, the Contracting Officer, and the payment office. ,
(d) In addition to the requirements of this clause, the Contractor shall meet the requirements of the
appropriate payment clauses in this contract when submitting payment requests.
(e) The Contractor shall submit the final invoice or voucher for cost reimbursement contracts in
accordance with the "Settlement - Cost Type Contracts" clause of this contract.
G-4
Authority and Designation of a Contracting Officer's
Technical Representative (COTR)
MAR 2004
(a) � Authority: Performance of this contract is subject to the technical guidance, supervision and
approval of the Contracting Officer or a designated Contracting Officer's Technical Representative
(COTR). As used herein, "technical guidance" is restricted to scientific, engineering or other technical
field-of-discipline matters directly related to the work to be performed. Such guidance may be provided
for the purposes of filling in details, clarifying, interpreting or otherwise serving to accomplish the
technical objectives and requirements of the contract. In addition, and unless specified elsewhere in this
contract, the authority of the designated COTR is specifically limited to the technical administration of
this contract and the inspection of supplies being produced, services being provided or work being
performed to assess compliance with the scope, estimated cost (if cost-reimbursement), schedule, and
technical requirements of the contract.
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(b) Designation: The individual identified below is authorized access to all information concerning
this contract during the life of the contract unless this authorization is reassigned by an administrative
change to the contract
- kr.w, 1.1111
(c) Notification: The Contracting Officer is the only representative of the Government authorized to
negotiate, enter into, modify or take any other action with respect to this contract. Therefore, no other
employee or representative of the Government has the authority to initiate a course of action which may
alter the terms or conditions of this contract All revisions to specifications, requirements or informal '
commitments that may involve a change in either the total cost/price, scope, delivery schedule, or legal
aspects of this contract must be done by change order or supplemental agreement, to be negotiated and
signed by the Contracting Officer. Should any action by Government personnel (other than the
Contracting Officer) imply a commitment on the part of the Government that would affect the terms of
this contract, the Contractor must notify the Contracting Officer and obtain approval before proceeding.
Otherwise, the Contractor proceeds at its own risk.
G-5
Novation/Change-of-Name Notification Requirement MAR 2007
(a) For the purposes of this contract, any transfer of the contractor's assets to a third party, or change
to the contractor's name, that fall under FAR 42.12, will be processed in a centralized manner by the staff
at the following address:
Washington, DC 20505
Secure Fax:
Unclassified Fax:
(b) Until the settlement of this contract is completed, the Contractor shall provide written notification
to this staff via facsimile within (30) thirty days of any fore-mentioned changes. Along with details of the
change, your notification shall provide a point of contact name, title; clearance level, and phone and fax
numbers.
(c) After receiving this notification, your designee will receive a letter with instructions to assist in
the preparation of the novation/change-of-name package. Our organization will typically recognize Other
Government Agency (OGA) Agreements; however, we have unique security requirements that must be
addressed before formally accepting these agreements.
(d) You are reminded that you must continue to invoice under your former name on existing
contracts until this Agency accepts your novation and/or change-of-name agreement by issuance of a
letter recognizing the agreement In addition, you are NOT authorized to request changes to your banking
information to recognize a successor company on existing contracts until this Agency accepts your
novation and/or change-of-name agreement Any delays in submitting the required information may
impact your ability to invoice.
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(e) A submission of inovation or name change agreement does not guarantee approval by this
organization and if a change is deemed unacceptable, the contactor will remain under contractual
obligation to perform. The contract may be terminated for reasons of default should the contractor not
perform.
G-6
Emergency Locator and Points-of-Contact Information in
LOCATOR 14.Ell 2002 (b)(2
(a) In order to be prepared in the event of a potential emergency, the Sponsor requires current work.
location and emergency designee information on all individuals who work in the Sponsor's facilities.
(b) All Prime Contractor employees and all Subcontractor employees, if any, who work in the
Sponsor's facilities during the performance of this contract on a regular or recurring basis, shall input and
maintain the required information in the Sponsor's LOCATOR database on the
The Contractor shall inform each affected Prime Contractor and Subcontractor
employee of this mandatory requirement and the use of the information for emergency situations.
(c) The information in paragraph (d) shall be input and maintained by Prime Contractor and
Subcontractor employees as follows:
(1) ' Individnals, who are given access to the
information.
shall input and maintain their own
(2) In the event that an individual(s) does not have access to the the information shall
be provided by the Prime Contractor and Subcontractor employee(s), in writing, to the
COTR for input into the database by the COTR.
(d) Minimum information to be input and maintained in LOCATOR:
(1) Full name, Social Security Number, Agency Identification Number (AlN) or Security ,
File Nrimber
(2) Non-secure and secure work phone numbers
(3) Primary assigned office, building, floor, vault
. (4) Name and non-secure phone number of contract COTR as "Agency Contact
Name/Phone"
(5) Company name; Subcontractor employees shall include both the name of the prime
contractor and the name of the company they are employed by
(6) Full name and telephone number of an emergency point-of-contact at the Prime
Contractor's company who is not employed at the same Sponsor facility where this
contract will be performed
(7)
Full name, street address, and telephone number of a personal emergency point-of-
contact as designated by each person whose name is entered into the database.
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(e) The Prime Contractor is also required to maintain, at their own facility, this emergency locator
and points-of-contact information of all Prime Contractor and Subcontractor employees working at the
Sponsor's facilities.
(f) The information required by this clause will be used only for emergency contact purposes and is
exempt from sections (e)(3)(A)-(D) of the Privacy Act pursuant to 32 C.F.R 1901.62. Providing and
maintaining this information is mandatory and failure to do so may result in denial of access of the
aforementioned individuals to th and Sponsor's facilities.
(g) The Contactor agrees to incorporate the substance of this clause, including this paragraph (g), in
all subcontracts under this contract when Subcontractor employees will work on the Sponsor's facilities.
G-7
Government Property NOV 2005
(a) General: The contractor shall maintain adequate property control procedures, records, and a
system of identification of all Government property accountable to this contract in accordance with FAR
Part 45 and the applicable Government Property clause incorporated by reference in Section L The
contactor must include this clause in all subcontracts that utili7e Government property.
(b) Government Property Administrator The Contracting Officer has delegated property
administration authority to the Agency Property Administrator.
(c) Contractor Properly Representative: The contractor shall provide written notification of the
name, address, and telephone number of the contractor's designated property representative responsible
for establishing and maintaining control of Government property under this contract to the Agency
Property Administrator at the address indicated below within thirty (30) days after receipt of this contract
Washington, DC 20505
Attn: Property Administrator
If the contractor's Property Representative changes, the contractor must notify the Government Property
Administrator of the change within 30 days.
(d) Government Property List: The Government shall deliver to the contractor the property identified
in the Section J attachment entitled "Government Property Report" for use in the performance of this
contract on a no-charge-for-use basis. The contractor may use Government property in their possession,
which is accountable to other Agency contract(s), if the Contracting Officer(s) of the other contract(s)
provides written authorization of their approval for use on a rent-free, non-interference basis.
(e) Financial Reporting - General: The Government must account for and report assets in
accordance with 31 U.S.C. 3512 and 31 U.S.C. 3515, Federal Accounting Standards, and Office of
Management and Budget (OMB) instructions. Since contractors maintain the official records for
Government assets in their possession, the Government must periodically obtain data from those records
to complete its financial reports. Changes in Federal Accounting Standards and OMB reporting
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requirements may occur from year to year, requiring contractor submission of supplemental information.
The specific Statements of Federal Financial Accounting Standards (SFFAS) to be used for property
records are SFFAS No. 3 "Accounting for Inventory and Related Property and Materials", SFFAS No. 6,
"Accounting for Property, Plant and Equipment", and "SFFAS No. 11, "Amendments to PP&E:
Definitions" issued by the Federal Accounting Standards Advisory Board.
(f) Financial Reports: To assist the Government with these requirements, the contractor's property .
control system shall report the total acquisition cost of Government property for which the contractor is
accountable under this contract, including Government property as defined in FAR 45.101. The
contracting officer will provide the total acquisition cost for all property furnished to the contractor by the
Government in the Section J attachment entitled "Government Property Report". The contractor shall
submit Quarterly and Annual Government Property Reports to the Government Property Administrator in
accordance with the detailed instructions set forth in the Section J attachment entitled "Reporting
Requirements for Government Property "to provide periodic updatOs to the list of property accountable to
this contract and to provide information on contractor acquired property. The contractor shall also submit
a Property Disposition Report with its Quarterly and Annual Reports to identify deletions from contract
property records associated with this contract. The Quarterly, Annual, and Disposition Reports
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shall be considered updates to the Section J attachment entitled "Government Property Report". In
addition, the contractor shall submit a Final Disposition Report within 30 days after disposition of all
property accountable to this contract Failure to provide required reports may result in termination of this
contract, suspension of payment by the Government until required reporting is received, or other action as
deemed appropriate by the Contracting Officer.
(g) Documentation Required to Support Contractor Acquired Property Items: The contractor shall
furnish the Government Property Administrator a copy of all documentation to support the reported
acquisition cost and acquisition date for all contractor acquired property valued at $50,000 and above
within thirty (30) days of delivery by the vendor to the contractor. All contractor acquired property
purchases since the last submitted report must be reported on the next Quarterly Report.
(h) Form 5025 - Annual Government Property Report: After completing the Annual Government
Property Report, the contractor shall submit the completed inventory to the COTR for validation and
verification. The contractor shall receive a signed copy of the inventory back from the COTR. This will
be verified during an audit conducted by the Government Property Administrator. The contactor shall
also submit a signed copy of the Form 5025 - Annual Government Property Report along with the
required Report attachments to the Government Property Administrator in accordance with the
instructions in the Section J attachment entitled "Reporting Requirements for Government Property."
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H-1
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SECTION H - SPECIAL CONTRACT REQUIREMENTS
Fraud, Waste, and Abuse - Unclassified Association DEC 2002
Anyone who suspects fraud, waste, or abuse in any aspect of the acquisition process or during
performance, of this contract by either Government or Contractor personnel should contact the Office of
Inspector General, Investigations Staff, at phone number
11-2
Security Requirements - Contract Classification JUL 1997
[vi ttached
The
contract. The
classified materials.
H-3
Attachment 3, is incorporated into this
is not all-inclusive, but serves as a guide in connection with Contractor handling of
Security Requirements � General DEC 2006
(a) Contracting Officer's Security Representatives (COSR) are the designated representatives of the
Contracting Officer and derive their authorities directly from the Contracting Officer: They are
responsible for certifying the Contractor's capability for handling classified material and ensuring that
customer security policies and procedures are met. The COSR is the focal point for the Contractor,
Contracting Officer, and COTR regarding security issues. The COSR cannot initiate any course of action
that may alter the terms of the contract. The COSR for this contract i and he can be reached on
(b)
The provisions of this clause shall apply to the extent that any aspect of this contract is classified.
(c) The Contractor is obligated to comply with all relevant clauses and provisions incorporated into
this contract and with the "Contractor Secrecy and Security Agreement", Form 4177, and as referenced
therein, the National Industrial Security Program Operating Manual (IVISPOM), February 2006, and all
applicable Sponsor security policies and procedures, including Director of Central Intelligence Directives
(DCID). The contractor shall maintain a security program that meets the requirements of these
documents.
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(d) Security requirements are a material condition of this contract. This contract shall be subject to
immediate termination for default, without the requirement for a 10-day cure notice, when it has been
determined by the Contracting Officer that a failure to fully comply with the security requirements of this
contract resulted from the willful misconduct or lack of good faith on the part of any one of the
Contractor's directors or officers, or on the part of any of the managers, superintendents, or equivalent
representatives of the Contractor who have supervision or direction of:
(1) All or substantially all of the Contractor's business, or
(2) All or substantiAly all of the Contractor's operations at any one plant or separate location
in which this contract is being performed, or
(3)
A separate and complete major industrial operation in connection with the performance
of this contract
(e) When deficiencies in the Contractor's security program are noted which do not warrant immediate
default, the Contractor shall be provided a written notice of the deficiencies and be given a period of 30
days in which to take corrective action. If the Contractor fails to take the necessary corrective action, the
Contracting Officer may terminate the whole or any part of this contract for default. The Contractor shall
maintain and administer, in accordance with all relevant clauses and provisions set forth or incorporated
into this contract, a security program that meets the requirements of these documents.
(f) When it is deemed necessary to disclose classified information to a Subcontractor in order to
accomplish the purposes of this contract, the Contractor shall request permission of the Contracting
Officer prior to such disclosure. The Contractor agrees to include in all subcontracts all appropriate
security provisions pertaining to this contract.
(g) Classification Authority � Executive Order 13292 dated 28 March 2003, "Further Amendment to
Executive Order 12958, as Amended, Classified National Security Information", and implementation
directives, provides principles and procedures for the proper classification and declassification of
material. These principles and procedures are applicable to classified documents or materials generated
by the Contractor in performance of this contract
(h) Identification and Markings � The classification of documentation shall comply with the;
guidelines set forth in Executive Order 13292.
In addition, each classified document shall be stamped or marked in the lower right-hand
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corner of the first page (or on the inside front cover of bound publications, provided that the overall
classification is marked on the outside cover), as follows:
CL BY: [customer contract number]
CL REASON: [ ]
DECL ON: [
DRV FROM: [ ]
Declassified On: (Use the declassify date citation from ther-1
Derived From: (Use the classification guidance from ther�ii.e.,
etc.)
(j) Each classified document shall indicate which paragraphs or, other portions, including subjects
and titles, are classified and which are unclassified. The symbol "(TS)" for Top Secret, "(S)" for Secret,
"(C)" for Confidential, and "(U)" for Unclassified will be placed at the beginning of the text to which it
applies. Non-text portions of a document, such as photographs, graphs, charts, and maps, will be marked
in a readily discernible manner, as will their captions. �
(k) Subjects and titles should be selected so as not to require classification. When a classified subject
or title must be used, a short title or other unclassified identifier should be assigned to facilitate receipting
and reference, if such an identifier (e.g., a report number or registry number) will not otherwise be
assigned.
(1) � Downgrading and Declassification � No classified document or material provided by the
Customer, or generated by the Contractor pursuant to the contract, may be downgraded or declassified
unless authorized in writing by the Customer's Contacting Officer.
(m) References made to the clause entitled "Non-Publicity" � Violations of this clause constitute a
major breach of contract and the contract may be terminated for default, without the requirement of a 10-
day cure notice.
(n) The contractor shall report all contacts described in the NISPOM Chapter 1 Section 3-Reporting
Requirements as promptly as possible, but in no event later than two business days after receipt of such
knowledge to the contracting officer or COSR
(o) If, subsequent to the date of this contract, the security requirements under this contract are
changed by the Government, as provided in this clause, and the security costs or time required for
delivery under this contract are thereby increased or decreased, the contract price, delivery schedule, or.
both, and any other provision of this contract which may be affected shall be'subject to an equitable .
adjustment in accordance with the procedures in the Changes clause of this contract.
H-4
Non-Publicity DEC 2003
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(a) The Contractor shall not use or allow to be used any aspect of this solicitation and/or contract for
publicity. "Publicity" means, but is not limited to, advertising (e.g. trade magazines, newspapers,
Internet, radio, television etc.), communications with the media, marketing, or a reference for new
business. This shall include, but is not limited to, the use of the terms "ISSA or ISA" or any other sponsor
specific terms in any public advertisements. It is further understood that this obligation shall not expire
upon completion or termination of this contract, but will continue indefinitely. The Contractor may
request a waiver or release from the foregoing but shall not deviate therefrom unless authorized to do so
in writing by the Contracting Officer. Contractors are not required to obtain waivers when informing
offices within this Agency of contracts it has performed or is in the process of performing provided there
are no security restrictions. Contractors may include the requirement for security clearances up to the TS,
SCI level in public employment advertisements.
(b) The Contractor shall include the substance of this clause, including this paragraph (b), in each
subcontract issued under this contract.
H-5
Request for Clause Waiver Due to Security Requirements JUL 1997
When the Contractor, in performance of the work under this contract, finds the requirements of any of the
clauses in this contract to be in conflict with security instructions, the Contractor shall call such conflict to
the attention of the Contracting Officer and/or COSR. The Contracting Officer may issue a waiver in
writing to:
(a)
(b)
modify or rescind such security requirements, or
waive compliance with such security requirements.
Foreign Ownership, Control, or Influence DEC 2006
(a) Notwithstanding the provisions of Chapter 2 Section 3 of the National Industrial Security
Program Operating Manual (NISPOM), February 2006, the Government intends to secure services or .
equipment from firms which are not under foreign ownership, control, or influence (FOCI) or where any
FOCI may, in the opinion of the Government, adversely impact on security requirements.
Notwithstanding the limitation on contracting with an Offeror under FOCI, the Government reserves the
right to contract with such Offerors under appropriate arrangements, when it determines that such
contracts will be in the best interest of the Government
(b) Accordingly, all Offerors responding to this RIP or initiating performance of a contract are
required to submit a Standard Form (SF) 328, Certificate Pertaining to Foreign Interests (Attachment 9a
and b), and a Key Management Personnel List (KMPL) (Attachment 6) with their proposal or prior to
contract performance, as appropriate. All SF 328s and KM:PLs shall be executed at the parent level of an
organization. However, the Government reserves the right to request a separate SF 328 and KMPL at the
level of the company negotiating a contract with the Government, when desired. Offerors are also
required to request, collect, and forward to the
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Government Offeror's the SF 328 from all SubcontraCtors undertaking classified work under the direction
and control. Offerors are responsible for the thoroughness and completeness of each Subcontractor's SF
328 submission. SF 328 entries should specify, where necessary, the identity, nature, degree, and impact
of any FOCI on their organintion or activities, or the organization or activities of a subcontractor.
Additionally, a KMPL must be submitted with each SF 328 which identifies senior management by name,
position, social security number, date/place of birth, and citizenship status.
(c) The Contractor shall, in any case in which it believes that foreign influence exists or is being .
sought over its affairs-, or the affairs of any Subcontractor, promptly notify the Contracting Officer of all -
the pertinent facts, even if such influence is not exerted to the degree specified in the NISPOM.
(d) The Contractor shall provide an updated SF328 and KMPL no later than five years from the date
as certified on the last submitted SF328. The Contractor shall also promptly disclose to the Contracting
Officer any information pertaining to any interest of a FOCI nature in the Contractor or Subcontractor that
has developed at any time during the contract's duration or has subsequently come to the Contractor's
attention. An updated SF328 is required of the Contractor or any Subcontractor whenever there is a
change in response to any of the 10 questions on the SF328.
(e) The Contractor is responsible for initiating the submission of the SF328 and ICMP for all
Subcontractors undertaking classified work during the entire period of performance of the contract.
11-7
Security Requirements - Software Certification JUN 1998
(a) The contractor certifies that it will undertake to ensure that any software to be provided or any
Government Furnished Software to be returned, under this contract will be provided or returned free from
computer virus, which could damage, destroy, or maliciously alter software, firmware, or hardware, or
which could reveal to unauthorized persons any data or other information accessed through or processed
by the software.
(b) The contractor shall immediately inform the Contracting Officer when it has a reasonable
suspicion that any software provided or returned, to be provided or returned, or associated with the
production may cause the harm described in paragraph (a) above.
(c) If the contractor intends to include in the delivered software any computer code not essential to
the contractual requirement, this shall be explained in full detail to the Contracting Officer and
Contracting Officer's Technical Representative (COTR).
(d) The contractor acknowledges its duty to exercise reasonable care, to include the following, in the
course of contract performance:
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(1) Using on a regular basis current versions of commercially available anti-virus software to
guard against computer viruses when introducing maintenance, diagnostic, or other
software into computers; and
(2) Prohibiting the use of non-contract related software on computers, especially from
unknown or unreliable sources.
11-8
Security Requirements - Servicing Agency Information
Systems MAY 2004
All work to be performed under this contract shall be at a Government facility which is under strict
security control. The Contractor agrees that only U.S. citizens will be assigned to perform the work. All
Agency information systems shall be operated in accordance with the requirements of Director of Central
Intelligence Directive 6/3 and It is a material condition of this contract that this
clause be incorporated into any and all subcontracts.
11-9
Personal Conduct
JUL 1997
(a) The Contractor and its employees shall comply with the conduct requirements in effect at the
Government's work site. The Government reserves the right to exclude or remove from the site any
employee of the Contractor or of a subcontractor whom the Government deems careless, uncooperative,
or whose continued employment on the work is deemed by the Government to be contrary to the public
interest.
(b) The Contractor shall inform its employees that the Agency has a zero tolerance policy for
harassing behavior and that it shall not be tolerated. Any Contractor employee who is found to be
culpable in incidents of harassment shall be immediately escorted from the premises and denied further
access. This policy creates a greater burden upon the conduct of Contactor employees. The Contractor
shall emphasize this fact to its employees.
(c) Exclusion under the circumstances described in this clause shall not relieve the Contractor from
full performance of the requirements of this contract, nor will it provide the basis for any claims against
the Government.
11-10 Notification of Issuance of Classified Subcontracts JAN 2006
(a) The contractor shall provide to the Contracting Officer written notice of all subcontracts issued
hereunder wherein any aspect of the subcontract (work, reports, hardware, and/or if the subcontractor has
a need to know the association between the Agency and the prime contractor) is classified using the
"Subcontractor Notification Form" (Attachment 10). This form can be obtained from the Contracting
Officer. The notice shall include (1) the name and address of the subcontractor(s), (2) a description of the
supplies or services that are being acquired pursuant to the subcontract, and (3) a SF328 and KMPL on
the subcontractor's parent organization as required by clause of this contract. Such notice
shall be provided to the Contracting
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Officer within 14 days of entering into such subcontracts.
(b) For the purpose of this clause, subcontract means a contract, as defined in FAR Subpart 2.1,
entered into by a subcontractor to furnish supplies or services for performance of the prime contract or a
subcontract. It includes, but is not limited to, purchase orders, and changes and modifications to purchase
orders.
(c) The contractor's obligations under this clause are in addition to any other provision of this
contract, if any, relating to subcontracting. The contractor is responsible for ensuring that all
subcontractors having access to classified information must have the necessary Agency clearances.
1
1 (d) The contractor shall include a similar requirement in each subcontract issued under this contract
I wherein any aspect of the subcontract is classified. Subcontractors shall submit notices through the prime
contractor to the Contracting Officer as described in paragraph (a) above.
H-11
Reporting and Training Requirements for LSSA/TS
Approved Contractor Personnel
DEC 2006 (b)(3)
The Industrial Contractor who has staff-like (ISSA/TS) access has the following mandatory reporting and
training requirements:
(a) Financial Disclosure. A Financial Disclosure Form must be completed by the cleared individual
within 30 days of approval date and then every two years depending upon their last name in accordance
with Agency direction.
(b) Foreign Contacts. All unofficial foreign contacts must be reported in accordance with
(c) Foreign Travel. All personal foreign travel must be reported in accordince with
(d)
Systems must complete annual Infosec training.
All contractors with access to Agency Information
(e) Counterintelligence Training. The contractor shall complete the Sponsor's Counterintelligence
, and Security Program (CISP) training unless s/he has completed a CISP course within the past five
calendar years.
H-12
Prohibition Against Recruiting in Agency Facilities AUG 2004
(a) The Contractor shall inform its employees and subcontractors that they are not permitted to
engage in employment recruitment while in any facility controlled by the Agency or to use Agency
communications systems (e.g. cable and computer systems) and nonpublic information
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in connection with recruitment without written approval of the Contracting Officer. For purposes of this
clause, recruitment refers to discussions of future employment with the contractor or subcontractor
initiated by an employee of the contractor or subcontractor, distribution of employment forms or other
employment paperwork, or similar activities directed towards obtaining the employment of an Agency
employee by the contractor or subcontractor. Any Contractor or subcontractor employee who violates
this policy may be denied further access to Agency facilities and systems. The Contractor shall
emphasize this fact to its employees and subcontractors and shall include the substance of this clause in
each subcontract issued under this contract.
(b) The prohibition set forth in paragraph (a) above does not apply to the recruitment of Agency
personnel enrolled in the Agency's Career Transition Program. The prohibition also does not apply to the
recruitment of Agency personnel for part-time work that does not conflict or interfere with Agency
personnel's employment with the Agency, provided Contracting Officer approval has been obtained
consistent with paragraph (a) above.
(c) Exclusion under the circumstances described in paragraph (a) of this clause shall not relieve the
Contractor from full performance of the requirements of this contract, nor will it provide the basis for any
claims against the Government.
11-13
Security Requirements - Office of The Director of
National Intelligence (01I)NI) Clearances AUG 2005
(a) The Sponsor conducts security screening on contractor personnel in support of Sponsor contracts
as well as ODNI contracts. "Contractor personnel" is defined as employees of the contractor company at
the time the contractor requests a security clearance or access approval. Contractors are hereby notified
that 0/DM ISSA/TS clearances are not equivalent to the Sponsor's ISSA/TS clearances. 0/DNI LSSA/TS
clearances do not require a full scope polygraph. 0/DM ISSA/TS clearances will not "cross over" to
Sponsor's ISSATTS clearances. In order to access an 0/DM facility, the contractor employee must be a
U.S. citizen. In order to receive a security clearance or access approval, contractor personnel shall be US
citizens and provide the following information for use in the clearance process:
(1) "Industrial Security Approval or Access Request", Form 4311
(2) "Questionnaire for National Security Positions," SF 86; and,
(3) Fair Credit Reporting Act Release form.
The contractor shall plan for expected attrition by advanced preparation and submission of the
aforementioned items. �
(b) Those contractor personnel needing unescorted access to 01DNI facilities (to include automated
information systems) and access to sensitive compartmented information (SCI) or
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information classified at the Top Secret level shall be required to have an Industrial Security Staff
Approval/Top Secret (ISSA/TS) security clearance along with any required SCI access approvals. The
granting or denial of an ISSA/TS or SCI access approval is based on a comparison of the results of a full
field background investigation and counterintelligence (Cl) polygraph testing against the adjudicative
guidelines issued pursuant to Executive Order 12968 or other applicable law or regulation. The
adjudicative guidelines have also been adopted as an annex to DCID 6/4 and have been incorporated by
reference in Sponsor's
(c) Those contractor personnel needing access to Top Secret or SCI material but only limited or no
access to 0/DNI facilities shall be required to have an Industrial Security Approval/Top Secret (ISA/TS)
security clearance, along with any. required SCI access approval. The granting or denial of an ISAJTS or
SCI access approval is based on a comparison of the results of a full field background investigation and
Cl scope polygraph testing against the adjudicative guidelines issued pursuant to Executive Order 12968;
adopted as an annex to DCID 6/4; and incorporated by reference in Sponsor's
(d) Those contractor personnel needing access to Secret material and little or no access to
Government facilities shall be required to have an Industrial Security Approval/Secret (ISiVS) security
clearance. The granting or denial of an LSAJS is based on a comparison of the results of a more limited
inquiry (generally National Agency Checks [NAC], Local Agency Checks [LAC], and credit checks)
against the adjudicative guidelines issued pursuant to Executive Order 12968 and incorporated by
reference in Sponsor's
(e) Four and one-half years from the cleared personnel's last background investigation, the contractor
shall resubmit to the Sponsor a complete clearance package to be used to re-investigate such individunisr
continued eligibility for security clearance or access approval.
(f) if portions of this work under this contract occur at ODNI facilities, contractor personnel shall
adhere to all Sponsor regulations and procedures that relate to security management. In the event that the
development of information or material is not clearly covered by the contract or regulations, the
contractor is required to seek Government guidance regarding its handling. Any questions that the
contractor or contactor personnel may have on the applicability of these requirements shall be addressed
to the Contracting Officer's Security Representative.
(g) Only such persons who have been authorized by the Contracting Officer or the Contracting
Officer's Technical Representative shall be assigned to this work: In this connection, for identification
purposes, the contractor will be required to submit the name, address, place and date of birth of all
personnel who will be involved in the work hereunder. In order to track individuals to specific contract
activities, the contractor is required to maintain the following information: (1) by contract number -
individuals who have worked, are currently working, or are in security processing for each contract; and.
(2) by individual - identify each classified contract the individual has supported. Upon Government
request, this information is to be made available to the Contracting Officer, Contracting Officer's
Technical Representatiite, or Contracting Officer's Security Representative.
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(h) All contractor personnel who receive a security clearance or access approval under the terms of
this contract will be required to execute an ODNI specified secrecy agreement and/or nondisclosure
agreement.
(i) The Contractor agrees to abide by all applicable ODNI security regulations governing personnel,
facilities, technical, information systems, communications, and protective programs.
H-14 Organizational Conflicts of Interest: Special Exclusion JUL 2003
(a) The purpose of this clause is to aid in ensuring that the contractor (1) is not biased because of its past,
present, or currently planned interest (financial, contractual, organizational, or otherwise) that relates to
the work under this contract, and (2) does not obtain any unfair competitive advantage over other parties
by virtue of its performance of this contract.
(b) The restrictions described herein shall apply to performance or participation by the contractor and any
of its affiliates or their successors in interest (hereinafter collectively referred to as "contractor") in the
activities covered by this clause as a prime contractor, subcontractor, co-sponsor, joint venturer,
consultant, or in any similar capacity.
(c) In consideration for the award of this contract, the contractor agrees that it shall be ineligible to
participate in any capacity in Government contracts, subcontracts, or proposals therefore (solicited or
unsolicited) that stem directly from the contractor's performance of work under this contract and fall into
the following category: any RFPs or TOPRs that are generated for goods or services that PYRAMID
contractor staff were involved in collecting/developing requirements; development of budgets for the
same or participation as a source selection advisor.
(d) Nothing in this paragraph shall preclude the contractor from offering or selling its standard
commercial items to the Government.
(e) The contractor further agrees that the Government may periodically review the contractor's
compliance with these provisions or require such self-assessments or additional certifications as the
Government deems appropriate. The contractor is on notice that this clause supplements, but does not
supersede the contractor's obligations under paragraph (b) of Organizational Conflict of
Interest - General.
Incorporation of Section K; Representations, Certifications,
and Other Statements of Offerors or Respondents OCT 2003.
SECTION K, which has been completed and submitted with Contractor's proposal dated TBD, is
incorporated herein by reference and made a part of this contract.
11-16
Order of Precedence OCT 2003
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(a) Any inconsistency in this contractual document (inclusive of documents, provisions or exhibits
referenced herein or attached hereto) shall be resolved by giving precedence in the following order:
(1) The Schedule (excluding the SOW and specifications)
(2) Attachment A - Incentive and Award Fee Plan (if applicable)
(3) Statement of Work
(4) Other provisions of the contract when attached or incorporated by reference
(5) Specifications
(6) Technical Provisions of the Contractor's Proposal(s)
(b) If a conflict or inconsistency arises out of any of the contract elements listed above, the
Contractor shall notify the Contracting Officer of the conflict or inconsistency for final and unilateral
resolution. Under no circumstances will such conflicts or inconsistencies result in increases to target cost,
fee, award fee or schedule extensions.
11-17
Key Personnel AUG 1996
(a) The Contractor shall identify the key personnel to be assigned to work under this contract.
(b) . The personnel specified above are considered to be essential to the work performed hereunder.
Prior to diverting any of the specified individuals to other programs, the Contractor shall provide advance
notification of at least thirty (30) calendar days to the Contracting Officer and shall submit resumes of the
proposed substitutes in sufficient detail to permit evaluation of
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the impact on the program. No diversion from the above procedure shall be made by the Contractor
without the written consent of the Contracting Officer, provided that the Contracting Officer may ratify in
writing such diversion and such ratification shall constitute the consent of the Contracting Officer
required by this clause.
H-18 Provisional Fee Payment and Adjustment OCT 2003
Provisional/Interim billing and payment of fee, equivalent to 5 percent of allowable costs incurred, is
authorized. Adjustment of such provisional fee payments, to reflect and account for the actual fee
earned/awarded (Award Fee) for the period evaluated, shall be made in accordance with the following
criteria:
(1) Underpayment of Fee: If the cumulative amount of Provisional Fee payments made during the
applicable evaluation/billing period is less than the fee awarded/earned (Award Fee) for that same period,
the Contractor shall submit a separate invoice for and the Government shall remit payment of the balance
of fee to be paid under the terms of the Award Fee Provisions of this contract.
(2) Overpayment of Fee: If the cumulative amount of Provisional Fee payments made during the
applicable evaluation/billing period is in excess of the fee awarded/earned (Award Fee) for the same
period, the Government shall deduct/offset the payment of Provisional Fee and costs incurred from
subsequent invoices (i.e. such deductions/offsets shall be applied to both Provisional Fee and, if
necessary, costs incurred). To assist the Government in this regard, the Contractor is requested to reflect
such adjustments on subsequent invoices.
(3) Provisional Fee Payment Ceiling: Notwithstanding any other provisions contained herein, the
Government shall not be obligated to make Provisional Fee payments in excess of the Award Fee
available for the given evaluation/billing period.
H-19
Payment of Contractor Travel JAN 2004
(a) Travel costs incurred under this contract are allowable subject to the limitations contained in
Federal Acquisition Regulation (FAR) 31.205-46.
(b) There are some circumstances under which the contractor must obtain approval from the
Contracting Officer prior to undertaking travel. They are:
(1) When travel is in excess of a predetermined travel allocation.
- (2) When the contractor has doubt about whether a cost is allowable.
(3)
H-20
When foreign travel is involved.
Training and Education Costs JAN 2004
The costs of training and education determined by the Contracting Officer to be applicable
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exclusively to the support of Agency systems or missions are allowable as a direct charge against this
contract. However, this determination of allowability shall not constitute a determination of the adequacy
or approval of the contractor's Disclosure Statement(s), and such costs are only allowable as a direct
charge to this contract so long as they continue to be set forth as direct charges to contracts in the
contractor's approved Disclosure Statement(s).
H-21
Early Dismissal and Closure of Government Facilities DEC 2006
(a) When an Agency facility is closed, and/or a delayed arrival/early dismissal of Federal employees
is directed due to severe weather, a security threat, a facility-related problem, or other emergency event
that prevents personnel from working, on-site contractor personnel regularly assigned to work at that
facility should follow the same reporting and/or departure directions given to Government personnel.
Non-essential contractor personnel, who are not required to remain at or report to the facility, shall follow
their parent company policy regarding whether they should go/stay home or report to another company
facility. Subsequent to an early dismissal and during periods of inclement weather, on-site contractors
should monitor radio and television announcements before departing for work to determine if the facility
is closed or operating on a delayed arrival basis.
(b) When Federal employees are excused from work due to a holiday or a special event (that is
unrelated to severe weather, a security threat, a facility-related problem, or other emergency event), on-
site contractors will continue working established work hours or take leave in accordance with parent
company policy. Those contractors who take leave shall not direct charge the non-working hours to an
Agency contract.
(c) Contractors are responsible for predetermining and disclosing their charging practices for early
dismissal, delayed openings, or closings in accordance with the FAR, applicable cost accounting
standards, and company policy. Contractors shall follow their disclosed charging practices during the
contract period of performance, and shall not follow any verbal directions to the contrary. The
Contracting Officer will make the determination of cost allowability for time lost due to facility closure in
accordance with FAR, applicable Cost Accounting Standards, and the Contractor's established accounting
policy.
H-22
Contractor Performance Evaluation MAR 2004
(a) In accordance with FAR 42.15, and as otherwise provided by this contract, the Contractor's
performance under this contract shall be subject to evaluation as follows:
(1) Final evaluation-shall be conducted for all contracts after completion of contract
performance; and
(2) Interim evaluations may be conducted at the government's discretion.
(b) Past performance evaluation reports shall be retained by the Government to provide
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source selection information for a period not to exceed three years after contract completion. In
accordance with FAR 9.105, the Contracting Officer shall also consider relevant past performance
information when making responsibility determinations.
(c) The Contracting Officer shall provide appropriate extracted information from the completed
interim (if applicable) and final reports to the Contractor as soon as practicable after completion of the
report. The Contractor shall have a maximum of 30 calendar days after the date of the letter forwarding
the information to submit written comments, rebutting statements, or additional information. The
Government will consider rebuttals and other information provided by the Contractor and will render a
final determination regarding the contractor's performance during that period of the evaluation.
(d) The performance evaluation conducted pursuant to this clause shall be separate from the award
fee determination(s) rendered under the terms of this contract.
II-23
Past Performance Information - Referencing Agency
Contracts MAR 2004
This contract may be listed as a reference for past performance purposes only in offers submitted to
agencies and organizations within the Intelligence Community, provided the Contractor requests and
receives the written approval of the Contracting Officer in advance. Failure to comply with this
requirement may result in the Agency being unable to respond to a reference request and may also result
in a termination for default.
11-24�
Changes Requiring No Equitable Adjustment MAR 2004
(a) Putpose. The purpose of this paragraph is to establish a procedure whereby one contractual
modification will be used both to direct a change pursuant to the "Changes" clause of this contract and to
settle any question of equitable adjustments that might arise. This procedure shall apply only to those
changes that will have no effect on the contract price, delivery schedule, or other provisions of the
contract.
(b) Procedure. When a change under the "Changes" clause is proposed, and both parties agree that
the proposed change will not require any equitable adjustment, the Contracting Officer shall issue a
bilateral modification authorizing the change that clearly states the change has no effect on either the
contract price/cost plus fee, or period of performance/delivery date. The Contractor's signature on the
modification shall constitute acceptance of the Government's offer, shall be binding on both parties, and
shall constitute a full, complete, and final settlement for the changes so directed.
II-25
Limitation of Working Groups MAR 2004
Technical guidance provided at meetings of Working Groups established by the Government and/or
construed from the minutes of such meetings shall not constitute authorization for the
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Contractor to alter the scope of this contract. Only the Contracting Officer may give such direction in
writing through the "Changes" clause of the contract
H-26
Engineering Change Proposals MAR 2007
(a) The Contracting Officer may ask the Contractor to prepare engineering change proposals for
engineering changes within the general scope of this contract Upon receipt of a written request from the
Contracting Officer, the Contractor shall prepare and submit an engineering change proposal in
accordance with the Contracting Officer's instructions. �
(b) The Contractor may initiate engineering change proposals. Contractor initiated engineering
change proposals shall include a "not to exceed" cost or price or a "not less than" cost or price and
delivery adjustment. If the Contracting Officer orders the engineering change, the increase shall not
exceed nor the decrease be less than the "not to exceed" or "not less than" amounts.
(c) A change proposal accepted in accordance with the Changes clause of the contract shall not be
considered an authorization to the contractor to exceed the estimated cost in the contract schedule, unless
the estimated cost is increased by the change order or other contract modification.
(d) When the cost or price adjustment amount of the engineering change is $650,000 or more, the
Contractor shall submit
(1) A contract pricing proposal using the format in Table 15-2, Section 15.408, of the Federal
Acquisition Regulation; and,
(2) At the time of agreement on cost or price, a signed Certificate of Current Cost or Pricing
Data.
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SECTION I - CONTRACT CLAUSES
I-1 52.252-2 Clauses Incorporated by Reference FEB 1998
This contract incorporates one or more clauses by reference, with the same force and effect as if they �
were given in full text. Upon request, the Contracting Officer will make their full text available. Also,
the full text of a clause may be accessed electronically at this/these address: http://www.amet.govh
52.202-1 Definitions
52.203-3 Gratuities
52.203-5 Covenant Against Contingent Fees
52.203-6 Restrictions on Subcontractor Sales to the Government
52.203-7 Anti-Kickback Procedures
52.203-8 Cancellation, Rescission, and Recovery of Funds for
Illegal or Improper Activity
52.203-10 Price or Fee Adjustment for Illegal or Improper Activity
52.203-11 Certification and Disclosure Regarding Payments to
Influence Certain Federal Transactions
Limitation on Payments to Influence Certain Federal
Transactions
52.204-4 Printed or Copied Double-Sided on Recycled Paper
52.204-9 Personal Identity Verification of Contractor Personnel
52.209-6 Protecting the Government's Interest When
Subcontracting with Contractors Debarred, Suspended,
or Proposed for Debarment
52.215-2 Audit and Records - Negotiation
52.215-11 Price Reduction for Defective Cost or Pricing
Data - Modifications
52.215-13 Subcontractor Cost or Pricing Data - Modifications
52.215-15 Pension Adjustments and Asset Reversions
52.215-16 Facilities Capital Cost of Money
52.215-18 Reversion or Adjustment of Plans for Postretirement
Benefits (PRB) Other Than Pensions
52.215-21 Requirements for Cost or Pricing Data on Information
Other Than Cost or Pricing Data - Modifications
52.216-11 Cost Contract - No Fee (applies to CLIN 3)
52.219-8 Utilization of Small Business Concerns
52.219-9 Small Business Subcontracting Plan
52.219-16 Liquidated Damages - Subcontracting Plan
52.222-1 Notice to the Government of Labor Disputes
52.222-3 Convict Labor
52.222-21 Prohibition of Segregated Facilities
52.203-12
52.222-23 Notice of Requirement for Affirmative Action
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14E11
JUL 2004
APR 1984
APR 1984
SEP 2006
JUL 1995
JAN 1997
JAN 1997
SEP 2005
SEP 2005
AUG 2000
NOV 2006
SEP 2006
JUN 1999
OCT 1997
OCT 1997
OCT 2004
JUN 2003
JUL 2005
OCT 1997
APR 1984
MAY 2004
SEP 2006
JAN 1999 .
FEB 1997
JUN 2003
1999
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to Ensure Equal Employment Opportunity
for Construction
52.222-26 Equal Opportunity
52.222-35 Equal Opportunity for Special Disabled Veterans,
Veterans of the Vietnam Era, and Other Eligible
Veterans
52.222-36 Affirmative Action for Workers with Disabilities
52.222-37 Employment Reports on Special Disabled Veterans,
Veterans of the Vietnam Era, and Other Eligible
Veterans
52.222-50 Combating Trafficking in Persons
52.223-5 Pollution Prevention and Wight-to-Know Information
52.223-6 Drug-Free Workplace
52.223-10 Waste Reduction Program
52.223-14 Toxic Chemical Release Reporting
52.224-1 Privacy Act Notification
52.224-2 Privacy Act
52.225-13 Restrictions on Certain Foreign Purchases
52.227-1 Authorization and Consent
52.227-2 Notice and Assistance Regarding Patent And Copyright
Infringement
52.227-3 Patent Indemnity
52.227-11 Patent Rights Retention by the Contractor
52227-14 Rights in Data.- General
52.227-16 Additional Data Requirements
52.228-7 Insurance - Liability to Third Persons
52.230-2 Cost Accounting Standards
52.230-6 Administration of Cost Accounting Standards
52.232-17 Interest
52.232-22 Limitation of Funds
52.232-23 Assignment of Claims
52.232-25 Prompt payment - Alternate I OCT 2003
52.232-34 Payment by Electronic Funds Transfer - Other than
Central Contractor Registration
52.233-1 Disputes - Alternate I
52.233-3 Protest after Award. (AUG 1996) - Alternate I
52.2334 Applicable Law for Breach of Contract Claim
52.237-2 Protection of Government Buildings, Equipment,
and Vegetation
52.237-3 Continuity of Services
52.237-10 Identification of Uncompensated Overtime
52.239-1 Privacy or Security Safeguards
52.242-1 Notice of Intent to Disallow Costs
52.242-3 Penalties for Unallowable Costs
OCT
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kli 1999
MAR 2007
SEP 2006
JUN 1998.
SEP 2006
APR 2006
AUG 2003
MAY 2001
AUG 2000
AUG 2003
APR 1984
APR 1984
YES 2006
JUL 1995
AUG 1996
APR 1984
JUN 1997
JUN 1987 .
JUN 1987
MAR 1996
APR 1998
APR 2005
JUN 1996
APR 1984
JAN L986
MAY 1999
JUL 2002
JUN 1985
OCT 2004
APR 1984
JAN 1991
1997
AUG 1996
APR 1984
MAY 2001
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52.2424 Certification of Final Indirect Costs JAN 1997
52.242-13 Bankruptcy JUL 1995
52.243-2 Changes - Cost-Reimbursement AUG 1987
Alternate I APR 1984
52.243-6 Change Order Accounting APR 1984
52.243-7 Notification of Changes APR 1984
52.245-5 Government Property (Cost-Reimbursement,
Time-and-Material, or Labor-Hour Contracts) MAY 2004
52.246-25 Limitation of Liabffity � Services FEB 1997
52.249-6 Termination (Cost-Reimbursement) MAY 2004
52.249-14 Excusable Delays APR 1984
52.251-1 Government Supply Sources APR 1984
1-2 52.215-19 Notification of Ownership Changes OCT 1997
(a) The Contactor shall make the following notifications in writing:
(1) When the Contractor becomes aware that a change in its ownership has occurred, or is certain to
occur, that could result in changes in the valuation of its capitali7ed assets in the accounting records, the
Contractor shall notify the Administrative Contracting Officer (ACO) within 30 days.
(2) The Contractor shall also notify the ACO within 30 days whenever changes to asset valuations or
any other cost changes have occurred or are certain to occur as a result of a change in ownership.
(b) The Contractor shall -
(1) Maintain current, accurate, and complete inventory records of assets and their costs;
(2) Provide the ACO or designated representative ready access to the records upon request;
.(3) Ensure that all individual and grouped assets, their capitalized values, accumulated depreciation
or amortization, and remaining useful lives are identified accurately before and after each of the
Contractor's ownership changes; and
(4) Retain and continue to maintain depreciation and amortization schedules based on the asset
records maintained before each Contractor ownership change. �
(c) The Contractor shall include the substance of this clause in all subcontracts under this contract
that meet the applicability requirement of FAR 15.408(k),
1-3 52.216-7 Allowable Cost and Payment DEC 2002
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(a) Invoicing.
(1) The Government will make payments to the Contractor when requested as work progresses, but
(except for small business concerns) not more often than once every 2 weeks, in amounts determined to
be allowable by the Contacting Officer in accordance with Federal Acquisition Regulation (FAR)
subpart 31.2 in effect on the date of this contract and the terms of this contract The Contractor may
submit to an authorized representative of the Contracting Officer, in such form and reasonable detail as
the representative may require, an invoice or voucher supported by a statement of the claimed allowable
cost for performing this contract
(2) � Contract financing payments are not subject to the interest penalty provisions of the Prompt
Payment Act. Interim payments made prior to the final payment under the contract are contract financing
payments, except interim payments if this contract contains Alternate Ito the clause at 52.232-25.
(3) The designated payment office will make interim payments for contract financing on the
[Contracting Officer insert day as prescribed by agency head; if not prescribed, insert "30thl1 day after
the designated billing office receives a proper payment request.
In the event that the Government requires an audit or other review of a specific payment request to ensure
compliance with the terms and conditions of the contract, the designated payment office is not compelled
to make payment by the specified due date.
(b) Reimbursing costs.
(1) For the purpose of reimbursing allowable costs (except as provided in subparagraph (b)(2) of this
clause, with respect to pension, deferred profit sharing, and employee stock ownership plan
contributions), the term "costs" includes only -
(i) Those recorded costs that, at the time of the request for reimbursement, the Contractor has paid �
by cash, check, or other form of actual payment for items or services purchased directly for the contract;
(ii) When the Contractor is not delinquent in paying costs of contract performance in the ordinary
course of business, costs incurred, but not necessarily paid, for -
(A) Supplies and services purchased directly for the contract and associated financing payments to
subcontractors, provided payments determined due will be made -
(1) In accordance with the terms and conditions of a subcontract or invoice; and
(2) � Ordinarily within 30 days of the submission of the Contractor's payment request to the
Government;
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(B) Materials issued from the Contractor's inventory and placed in the production process for use on
the contract;
(C) Direct labor;
(D) Direct travel;
(E) Other direct in-house costs; and
(F) Properly allocable and allowable indirect costs, as shown in the records maintained by the
Contractor for purposes of obtaining reimbursement under Government contracts; and
(iii) The amount of financing payments that have been paid by cash, check, or other forms of payment
to subcontractors.
(2) Accrued costs of Contractor contributions under employee pension plank shall be excluded until
actually paid unless -
(i) The Contractor's practice is to make contributions to the retirement fund quarterly or more
frequently; and
(ii) The contribution does not remain unpaid 30 days after the end of the applicable quarter or shorter
payment period (any contribution remaining unpaid shall be excluded from the Contractor's indirect costs
for payment purposes).
(3) Notwithstanding the audit and adjustment of invoices or vouchers under paragraph (g) of this
clause, allowable indirect costs under this contract shall be obtained by applying indirect cost rates
established in accordance with paragraph (d) of this clause.
(4) Any statements in specifications or other documents incorporated in this contract by reference
designating performance of services or furnishing of materials at the Contractor's expense or at no cost to
the Government shall be disregarded for purposes of cost-reimbursement under this clause.
(c) Small business concerns. A small business concern may receive more frequent payments than
every 2 weeks.
(d) Final indirect cost rates. (1) Final annual indirect cost rates and the appropriate bases shall be
established in accordance with Subpart 42.7 of the Federal Acquisition Regulation (FAR) in effect for the
period covered by the indirect cost rate proposal.
(2)(i) The Contractor shall submit an adequate final indirect cost rate proposal to the Contracting
Officer (or cognizant Federal agency official) and auditor within the 6-month period following the
expiration of each of its fiscal years. Reasonable extensions, for exceptional
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circumstances only, may be requested in writing by the Contractor and granted in writing by the
Contracting Officer. The Contractor shall support its proposal with adequate supporting data.
(ii) The proposed rates shall be based on the Contractor's actual cost experience for that period. The
appropriate Government representative and the Contractor shall establish the final indirect cost rates as
promptly as practical after receipt of the Contractor's proposal. �
(3) The Contractor and the appropriate Government representative shall execute a written
understanding setting forth the final indirect cost rates. The understanding shall specify (i) the agreed-
upon final annual indirect cost rates, (ii) the bases to which the rates apply, (iii) the periods for which the
rates apply, (iv) any specific indirect cost items treated as direct costs in the settlement, and (v) the
affected contract and/or subcontract, identifying any with advance agreements or special terms and the
applicable rates. The understanding shall not change any monetary ceiling, contract obligation, or
specific cost allowance or disallowance provided for in this contract The understanding is incorporated.
into this contract upon execution.
(4) Failure by the parties to agree on a final annual indirect cost rate shall be a dispute within the
meaning of the Disputes clause.
(5) Within 120 days (or longer period if approved in writing by the Contracting Officer) after
settlement of the final annual indirect cost rates for all years of a physically complete contract, the
Contractor shall submit a completion invoice or voucher to reflect the settled amounts and rates.
(6)(i) If the Contractor fails to submit a completion invoice or voucher within the time specified in
paragraph (d)(5) of this clause, the Contracting Officer may --
(A) Determine the amounts .due to the Contractor under the contract; and
(B) Record this determination in a unilateral modification to the contract
(ii) This determination constitutes the final decision of the Contracting Officer in accordance with the
Disputes clause.
(e) Billing rates. Until final annual indirect cost rates are established; for any period, the Government
shall reimburse the Contractor at billing rates established by the Contracting Officer or by an authorized
representative (the cognizant auditor), subject to adjustment when the final rates are established. These
billing rates -
(1) Shall be the anticipated final rates; and
(2) May be prospectively or retroactively revised by mutual agreement, at either party's request, to
prevent substantial overpayment or underpayment
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(f) Quick-closeout procedures. Quick-closeout procedures are applicable when the conditions in
FAR 42.708(a) are satisfied.
(g) Audit. At any time or times before final payment, the Contracting Officer may have the
Contractor's invoices or vouchers and statements of cost audited. Any payment may be -
(1)
(2)
Reduced by amounts found by the Contracting Officer not to constitute allowable costs; or
Adjusted for prior overpayments or underpayments.
(h) Final payment. (1) Upon approval of a completion invoice or voucher submitted. by the
Contractor in accordance with paragraph (d)(5) of this clause; and upon the Contractor's compliance with
all terms of this contract, the Government shall promptly pay any balance of allowable costs and that part
of the fee (if any) not previously paid.
(2) The Contractor shall pay to the Government any refunds, rebates, credits, or other amounts
(including interest, if any) accruing to or received by the Contractor or any assignee under this contract, to
the extent that those amounts are properly allocable to costs for which the Contractor has been
reimbursed by the Government. Reasonable expenses incurred by ,the Contractor for securing refunds, .
rebates, credits, or other amounts shall be allowable costs if approved by the Contracting Officer. Before
final payment under this contract, the Contractor and each assignee whose assignment is in effect at the.
time of final payment shall execute and deliver -
(i) An assignment to the Government, in form and substance satisfactory to the Contracting Officer,
of refunds, rebates, credits, or other amounts (including interest, if any) properly allocable to costs for
which the Contractor has been reimbursed by the Government under this contract; and
(ii) A release discharging the Government, its officers, agents, and employees from all liabilities,
obligations, and claims arising out of or under this contract, except -
(A) Specified claims stated in exact amounts, or in estimated amounts when the exact amounts are not
known;
(B) Claims (including reasonable incidental expenses) based upon liabilities of the Contractor to third
parties arising out of the performance of this contract; provided, that the claims are not known to the
Contractor on the date of the execution of the release, and that the Contractor gives notice of the claims in
writing to the Contracting Officer within 6 years following the release date or notice of final payment
date, whichever is earlier; and
(C) Claims for reimbursement of costs, including reasonable incidental expenses, incurred by the
Contractor under the patent clauses of this contract, excluding, however, any expenses arising
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from the Contractor's indemnification of the Government against patent liability.
1-4 52.217-8 Option to Extend Services Nov 1999
The Government may require continued performance of any services within the limits and at the rates
specified in the contact. These rates may be adjusted only as a result of revisions to prevailing labor
rates provided by the Secretary of Labor. The option provision may be exercised more than once, but the
total extension of performance hereunder shall not exceed 6 months. The Contracting Officer may
exercise the option by written notice to the Contractor within thirty (30) days.
1-5 52.217-9 Option to Extend the Term of the Contract MAR 2000
(a) The Government may extend the term of this contact by written notice to the Contractor before
the contract expires; provided that the Government gives the Contractor a preliminary written notice of its
intent to extend at least 60 days before the contract expires. The preliminary notice does not commit the
Government to an extension.
(b) If the Government exercises this option, the extended contract shall be considered to include this
option clause.
(c) The total duration of this contract, including the exercise of any options under this clause, shall
not exceed 5 years.
1-6 52.222-2 Payment for Overtime Premiums JUL 1990
(a) The use of overtime is authorized under this contract if the' overtime premium does not exceed
$226,000 per contract year, or the overtime premium is paid for work -
Necessary to cope with emergencies such as those resulting from accidents, natural disasters, breakdowns
of production equipment, or occasional production bottlenecks of a sporadic nature;
By indirect-labor employees such as those performing duties in connection with administration,
protection, transportation, maintenance, standby plant protection, operation of utilities, or accounting;
To perform tests, industrial processes, laboratory procedures, loading or unloading of transportation
conveyances, and operations in flight or afloat that are continuous in nature and cannot reasonably be
interrupted or completed otherwise; or
That will result in lower overall costs to the Government.
(b) Any request for estimated overtime premiums that exceeds the amount specified above shall
include all estimated overtime for contract completion and shall -
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Identify the work unit; e.g., department or section in which the requested overtime will be used, together
with present workload, staffing, and other data of the affected unit sufficient to permit the Contracting
Officer to evaluate the necessity for the overtime;
Demonstrate the effect that denial of the request will have on the contract delivery or performance
schedule;
Identify the extent to which approval of overtime would affect the performance or payments in
connection with other Government contracts, together with identification of each affected contract; and
Provide reasons why the required work cannot be performed by using multishift operations or by
employing additional personnel.
1-7 52.244-2 Subcontracts
(a) Definitions. As used in this clause -
"Approved purchasing system" means a Contractor's purchasing system that has been reviewed and
approved in accordance with Part 44 of the Federal Acquisition Regulation (FAR).
AUG 1998
"Consent to subcontract" means the Contracting Officer's written consent for the Contractor to enter into a
particular subcontract.
"Subcontract" means any contract, as defined in FAR Subpart 2.1, entered into by a subcontractor to
furnish supplies or services for performance of the prime contract or a subcontract It includes, but is not
limited to, purchase orders, and changes and modifications to purchase orders.
(b) This clause does not apply to subcontracts for special test equipment when the contract contains
the clause at FAR 52.245-18, Special Test Equipment
(c) When this clause is included in a fixed-price type contract; consent to subcontract is required only
on unpriced contract actions (including unpriced modifications or unpriced delivery orders), and only if
required in accordance with paragraph (d) or (e) of this clause.
(d) If the Contractor does not have an approved purchasing system, consent to subcontract is required
for any subcontract that -
(1) Is of the cost-reimbursement, time-and-materials, or labor-hour type; or
(2) Is fixed-price and exceeds -
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(i) For a contract awarded by the Department of Defense, the Coast Guard, or the National
Aeronautics and Space Administration, the greater of the simplified acquisition threshold or 5 percent of
the total estimated cost of the contract; or
(ii) For A contract awarded by a civilian agency other than the Coast Guard and the National
Aeronautics and Space Administration, either the simplified acquisition threshold or 5 percent of the total
estimated cost of the contract.
(e) If the Contractor has an approved purchasing system, the Contractor nevertheless shall obtain the
Contracting Officer's written consent before placing the following subcontracts:
TBD
(0(1) The Contractor shall notify the Contracting Officer reasonably in advance of placing any
subcontract or modification thereof for which consent is required under paragraph (c), (d), or (e) of this
clause, including the following information:
(i) A description of the supplies or services to be subcontracted.
(ii) Identification of the type of subcontract to be used.
(iii) Identification of the proposed subcontractor.
(iv) The proposed subcontract price.
(v) The Subcontractor's current, complete, and accurate cost or pricing data and Certificate of Current
Cost or Pricing Data, if required by other contract provisions.
(vi) The subcontractor's Disclosure Statement or Certificate relating to Cost Accounting Standards
when such data are required by other provisions of this contract.
(vii) A negotiation memorandum reflecting -
(A) The principal elements of the subcontract price negotiations;
(B) The most significant considerations controlling establishment of initial or revised prices;
(C) The reason cost or pricing data were or were not required;
(D) The extent, if any, to which the Contractor did not rely on the subcontractor's cost or pricing darn
in determining the price objective and in negotiating the final price;
(E) The extent to which it was recognized in the negotiation that the subcontractor's cost or pricing
data were not accurate, complete, or current; the action taken by the Contractor and the
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subcontractor; and the effect of any such defective data on the total price negotiated;
(F) The reasons for any significant difference between the Contractor's price objective and the price
negotiated; and
(G) A complete explanation of the incentive fee or profit plan when incentives are used. The
explanation shall identify each critical performance element, management decisions used to quantify each.
incentive element, reasons for the incentives, and a summary of all trade-off possibilities considered.
(2) The Contractor is not required to notify the Contracting Officer in advance of entering into any
subcontract for which consent is not required under paragraph (c), (d), or (e) of this clause.
(g) Unless the consent or approval specifically provides otherwise, neither consent by the
Contracting Officer to any subcontract nor approval of the Contractor's purchasing system shall constitute
a determination -
(1) Of the acceptability of any subcontract terms or conditions;
(2) Of the allowability of any cost under this contract; or
(3) To relieve the Contractor of any responsibility for performing this contract
(h) No subcontract or modification thereof placed under this contract shall provide for payment on a
cost-plus-a-percentage-of-cost basis, and any fee payable under cost-reimbursement type subcontracts
shall not exceed the fee limitations in FAR 15.404-4(c)(4)(i).
(i) The Contractor shall give the Contracting Officer immediate written notice of any action or suit
filed and prompt notice of any claim made against the Contractor by any subcontractor or vendor that, in
the opinion of the Contractor, may result in litigation related in any way to this contract, with respect to .
which the Contractor may be entitled to reimbursement from the Government.
The Government reserves the right to review the Contractor's purchasing system as set forth in
FAR Subpart 44.3.
(k) Paragraphs (d) and (f) of this clause do not apply to the following subcontracts, which were
evaluated during negotiations: TBD.
1-8 52.244-5 Competition in Subcontracting
DEC 1996
(a) The Contractor shall select subcontractors (including suppliers) on a competitive basis to the
maximum practical extent consistent with the objectives and requirements of the contract.
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(b) If the Contractor is an approved mentor under the Department of Defense Pilot Mentor-Protege
Program (Pub. L. 101-510, section 831 as amended), the Contractor may award subcontracts under this
� contract on a noncompetitive basis to its prot6ges.
1-9 52.244-6 Subcontracts for Commercial Items MAR 2007
(a) Definitions. As used in this clause --
"Commercial item" has the meaning contained in Federal Acquisition Regulation 2.101, Definitions.
"Subcontract" includes a transfer of commercial items between divisions, subsidiaries, or affiliates of the
Contractor or subcontractor at any tier.
(b) To the maximum extent practicable, the Contractor shall incorporate, and require its
subcontractors at all tiers to incorporate, commercial items or nondeVelopmental items as components of
items to be supplied under this contract.
(c)(1) The Contractor shall insert the following clauses in subcontracts for commercial items:
(i) 52.219-8, Utilization of Small Business Concerns (MAY.2004) (15 U.S.C. 637(d)(2) and (3)), in
all subcontracts that offer further subcontracting opportunities. If the subcontract (except subcontracts to
small business concerns) exceeds $550,000 ($1,000,000 for construction of any public facility), the �
subcontractor must include 52.219-8 in lower tier subcontracts that offer subcontracting opportunities.
(ii) 52.222-26, Equal Opportunity (MAR 2007) (E.O. 11246).
(iii) 52.222-35, Affirmative Action for Disabled Veterans and Veterans of the Vietnam Era (SEP
2006) (38 U.S.C. 4212(a)).
(iv) 52.222-36, Affirmative Action for Workers with Disabilities (JUN 1998) (29 U.S.C. 793).
(v) 52.222-39, Notification of Employee Rights Concerning Payment of Union Dues or Fees (DEC
2004) (E.O. 13201). Flow down as required in accordance with paragraph (g) of FAR clause 52.222-39):
(vi) 52.247-64, Preference for Privately Owned U.S.-Flag Commercial Vessels (FEB 2006) (46
U.S.C. Appx 1241 and 10 U.S.C. 2631) (flow down required in accordance with paragraph (d) of FAR
clause 52.247-64).
(2) While not required, the Contractor may flow down to subcontracts for commercial items a
minimal number of additional clauses necessary to satisfy its contractual obligations.
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(d) The Contractor shall include the terms of this clause, including this paragraph (d), in subcontracts
awarded under this contract
I-10
Compliance With the Constitution and Statutes of the
United States AUG 1996
Nothing in this contract shall be construed to authorize any activity in violation of the Constitution or
Statutes of the United States.
Organizational Conflicts Of Interest: General JUL 2003
(a) The contractor warrants that, to the best of its knowledge and belief, there are no rele IYant facts
that could give rise to Organizational Conflicts of Interest, as defined in FAR 9.501. Or, alternatively, the
contractor warrants that it has disclosed all relevant information regarding any actual or potential
organizational conflict of interest.
(b) The contractor agrees that if an organi 7ational conflict of interest with respect to this contract is �
discovered during its performance, an immediate and full disclosure in writing shall be made to the
Contracting Officer. Such notification shall include a description of the action the contractor has taken or
proposes to take to avoid, neutralin or mitigate such conflicts. The contractor shall continue
performance until notified by the Contracting Officer of any contrary actions to be taken. The
Government may, however, terminate the contract for convenience if it deems such termination to be in
the best interest of the Government.
(c) If the contractor was aware of an organizational conflict of interest before award of this contract
and did not fully disclose the conflict to the Contracting Officer, the Government may terminate the
contract for default.
(d) The contractor shall insert a clause containing all the terms and conditions of this clause in all
subcontracts for work to be performed similar to the services provided by the prime contractor, and the
terms "contract," "contractor," and "contracting officer" modified appropriately to preserve the
Government's rights.
(e) Before a contract modification is made that adds new work or significantly increases the period of
performance, the contractor shall agree to submit either an organizational conflict of interest disclosure or
representation or an update of a previously submitted disclosure or representation, if requested by the
Government.
Contractor further agrees that Government may periodically review contractor's compliance with
these provisions or require such self-assessments or additional certifications as Government deems
appropriate.
1-12
Protection Of Information JUL 2003
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(a) It is the Government's intent to ensure proper handling of sensitive planning, budgetary,
acquisition, and contracting information that will be provided to, or developed by, the contractor during.
contract performance. It is also the Government's intent to protect the proprietary rights of industrial
� contractors whose data the contractor may receive in fulfilling its contractual commitments hereunder.
(b) Accordingly, the contractor agrees that it will not disclose, divulge, discuss, or otherwise reveal
information to anyone or any organization not authorized access to such information without the express
written approval of the Contracting Officer. The contractor shall require that each of its employees
assigned to work under this contract, and each subcontractor and its employees assigned to work on �
subcontracts issued hereunder, execute nondisclosure agreements acknowledging the above restrictions
before providing them access to such information. The contractor shall also require all future company
employees, subcontractors, and subcontractor employees needing similar access to such information to
execute nondisclosure agreements prior to providing them access to the information identified above.
The requirement for the contractor to secure nondisclosure agreements from their employees may be
satisfied by having each employee sign one nondisclosure agreement as a term of their employment, and
need not be accomplished separately for each individual contract for which the employee will support, �
unless a separate agreement is specifically requested by the Contracting Officer. The contractor will
make copies of these individual agreements available to the Contracting Officer upon request. These �
restrictions do not apply to such information after the Government has released it to the contractor
community, either in preparation for or as part of a future procurement, or through such means as
dissemination at Contractor Industrial Forums.
(c) The contractor further agrees that any source documents furnished by the Government and any �
contractor documents developed therefrom in the performance of this contract are the sole property of the
Government and will be held in the strictest confidence.
(d) If the work to be performed under this contract requires access to the proprietary data of other
companies, the contractor agrees to enter into an agreement with the company that has developed this
proprietary information to: (1) protect such proprietary data from unauthorized use or disclosure for as
long as the information remains proprietary; and (2) refrain from using the information for any purpose �
other than support of the Government contract for which it was furnished. The contractor shall provide a
properly executed copy of any such agreement(s) to the Contracting Officer. These restrictions are not
intended to protect data furnished voluntarily without limitations on their use. Neither are they intended
to protect data, available to the Government or contractor, from other sources without restriction.
(e) The contractor agrees to include in each subcontract a clause requiring compliance by the
subcontractor and succeeding levels of subcontractors with the terms and conditions herein.
(f) The contractor agrees to indemnify and hold harmless the Government, its agents, and employees
from every claim or liability, including attorneys fees, court costs, and expenses
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arising out of, or in any way related to, the misuse or unauthorized modification, reproduction, release,
performance, display, or disclosure of data with restrictive legends received in performance of this
contract by the contractor or any person to whom the contractor has released or disclosed the data
(g) The contractor further agrees that the Government may periodically review contractor's
compliance with these provisions or require such self-assessments or additional certifications as the
Government deems appropriate. The contractor is on notice that this clause supplements, but does not
supersede, the contractor's obligations under paragraph (b) of clauseP 1 Organizational
Conflict of Interest - General.
1-13
Suspension and Debarment AUG 2004
The Agency has established suspension and debarment procedures consistent with FAR Subpart 9.4. The
Agency will provide a copy of said procedures to the Contractor in the event a notice of proposed
suspension or a notice of proposed debarment is issued by the Agency or upon written request to the
Contracting Officer.
1-14
Audit and Records � Negotiation AUG 2004
(a) As used in this clause, "records" includes books, documents, accounting procedures and practices,
and other data, regardless of type and regardless of whether such items are in written form, in the form of
computer data, or in any other form.
(b) Examination of costs. If this is a cost-reimbursement, incentive, time-and-materials, labor-hour,
or price redeterminable contract, or any combination of these, the Contractor shall maintain and the
Contracting Officer, or an authorized representative of the Contracting Officer, shall have the right to
examine and audit all records and other evidence sufficient to reflect properly all costs claimed to have
been incurred or anticipated to be incurred directly or indirectly in performance of this contract. This
right of examination shall include inspection at all reasonable times of the Contractor's plants, or parts of
them, engaged in performing the contract
(c) Cost or pricing data. If the Contractor has been required to submit cost or pricing data in
connection with any pricing action relating to this contract, the Contracting Officer, or an authorized
representative of the Contracting Officer, in order to evaluate the accuracy, completeness, and currency of
the cost or pricing data, shall have the right to examine and audit all of the Contractor's records, including
computations and projections, related to
(1) The proposal for the contract, subcontract, or modification;
(2) The discussions conducted on the proposal(s), including those related to negotiating;
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(3) Pricing of the contract, subcontract, or modification; or
(4) Performance of the contract, subcontract or modification.
(d) Reports. If the Contractor is required to furnish cost, funding, or performance reports, the
Contracting Officer or an authorized representative of the Contracting Officer shall have the right to
examine and audit the supporting records and materials, for the purpose of evaluating
(1) The effectiveness of the Contractor's policies and procedures to produce data compatible
with the objectives of these reports; and
(2) The data reported.
(e) Availability. The Contractor shall make available at its office at all reasonable times the records,
materials, and other evidence described in paragraphs (a), (b), (c), and (d) of this clause, for examination,
audit, or reproduction, until 3 years after final payment under this contract or for any shorter period
specified in Subpart 4.7, Contractor Records Retention, of the Federal Acquisition Regulation (FAR), or
for any longer period required by statute or by other clauses of this contract. In addition
(1) If this contract is completely or partially terminated, the Contractor shall make available
the records relating to the work terminated until 3 years after any resulting final termination settlement
and
(2) The Contractor shalt make available records relating to appeals under the Disputes clause
or to litigation or the settlement of claims arising under or relating to this contract until such appeals,
litigation, or claims are finally resolved.
(f) The Contractor shall insert a clause containing all the terms of this clause, including this
paragraph (f), in all subcontracts under this contract that exceed the simplified acquisition threshold, and
(1) That are cost-reimbursement, incentive, time-and-materials, labor-hour, or price-
redeterminable type or any combination of these;
(2) For which cost or pricing data are required; or
(3)
clause.
That require the subcontractor to furnish reports as discussed in paragraph (d) of this
The clause may be altered only as necessary to identify properly the contracting parties and the
Contracting Officer under the Government prime contract.
1-15
Timely Notice Of Litigation AUG 19%
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(a) The Contactor hereby agrees to immediately give written notice to the Contracting Officer of any
anticipated or current litigation or any litigation that may arise during the course of the performance of
this contract, that involves or in any way relates to or affects any aspect of this contract, its terms or costs,
pertinent subcontracts, or the Customer's relationship with the Contractor or Subcontractors. Said notice
shall include all relevant information with respect thereto.
(b) The 'Contactor agrees to insert this requirement in any subcontract under this contract. In the
event of litigation, the Subcontractor shall immediately notify its next tier Subcontractor or the Prime
Contractor, as the case may be, of all relevant information with respect to such litigation.
(c) The Contracting Officer shall have access to and the right to examine any pertinent books,
documents, papers and records of the Prime Contractor or Subcontractor(s) involving customer
transactions related to any contract litigation.
(d) Notwithstanding the foregoing, nothing in this agreement shall constitute a waiver of either
party's right in litigation, including but not limited to, the rights of attorney-client privilege, to obtain
injunctive relief, and/or any rights or remedies available.
1-16
Intention to Use Consultants AUG 1996
(a) The Government intends to utilize the services of nongovemment organizations in technical,
advisory and consulting roles for overall review of the activities covered by this contract. Although the
consultants shall not have the right of technical direction, they shall from time to time and on a frequent
basis attend technical reviews, participate in technical interchange meetings, observe national processing,
witness fabrication and assembly, and monitor testing within the Contractor and Subcontractor facilities.
Such consultants will be involved in providing advice to the Government concerning viability of technical
approaches, utili7ation of acceptable procedures, value and results of tests, and other management and
contractual aspects of the program. The consultants will thus require access to program-related
Contractor facilities and documentation. Contractor proprietary data shall not be made available to
consultants unless and until a protection agreement has been generated between the consultant and the
Contractor and evidence of such agreement made available to the Government. Contractor proprietary
cost and accounting data will not be available to consultant organizations.
(b) It is expressly understood that the operations of this clause will not be the basis for an equitable
adjustment.
1-17
Pricing Adjustment
OCT 2003
The term "pricing adjustment" as used in paragraph (a) of the clauses entitled "Price Reduction for
Defective Cost or Pricing Data - Modifications," "Subcontractor Cost or Pricing Data," and
"Subcontractor Cost or Pricing Data - Modifications," means the aggregate increases and/or
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decreases in cost plus applicable profits.
1-18
Equal Employment Opportunity JAN 2004
(a) The Contractor shall comply with all applicable Federal and State equal employment opportunity
laws and regulations and Agency policies and practices with respect to equal employment opportunity and
a harassment-free workplace whenever work is being performed on federal property.
(b) If either the Contracting Officer or a designated representative of the Agency's Office of Equal
Employment Opportunity provides the Contractor notice of noncompliance with the applicable statutory
or regulatory requirements which are enumerated in paragraph (a), the Contractor, at no cost to the
Government, shall promptly take appropriate action. A copy of any documentation shall be provided to
the designated representative of the Agency's Office of Equal Employment Opportunity. If the Contractor
fails or refuses to promptly take appropriate action, the Contracting Officer may issue an order stopping
all or part of the work until such appropriate action is taken.
(c) Nothing in this clause shall relieve the Contractor from full performance of the requirements of
this contract, nor shall it provide the basis for any claims against the Government
(d) The Contractor shall provide oral notification within two business days and written notification.
within five business days to the Contracting Officer of the Contractor's receipt of a claim made by a
Contractor employee alleging any violation of an equal employment opportunity requirement connected
to performance of this contract or connected to activities occurring on Federal property.
(e) The Government may elect to Conduct an investigation surrounding the claim if it is potentially a
joint employer under EEOC Notice 915.002. In all such instances, the Contractor shall cooperate with the
Government's investigation. In accordance with applicable law and to the extent possible, the �
Government shall treat all information obtained from the investigation as information proprietary to the
Contractor.
(f) The Contractor's noncompliance with the provisions of this clause may be grounds for
termination under the default provisions of this contract.
(g) The Contractor shall insert this clause, including this paragraph (g) in all subcontracts, with �
appropriate changes ,in the designation of the parties. The prime contractor shall provide the Contracting
Officer with a copy of all notifications made pursuant to the provisions of this clause.
1-19
Contract Work Hours and Safety Standards
Act-Overtime Compensation JAN 2004
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(a) Overtime requirements. No Contractor or subcontractor employing laborers or mechanics (see
Federal Acquisition Regulation 22.300) shall require or permit them to work over 40 hours in any
workweek unless they are paid at least 1 and 1/2 times the basic rate of pay for each hour worked over 40
hours.
(b) Violation; liability for unpaid wages; liquidated damages. The responsible Contractor and
subcontractor are liable for unpaid wages if they violate the terms in paragraph (a) of this clause. In
addition, the Contractor and subcontractor are liable for liquidated damages payable to the Government.
The Contracting Officer will assess liquidated damages at the rate of $10 per affected employee for each
calendar day on which the employer required or permitted the employee to work in excess of the standard
workweek of 40 hours without paying overtime wages required by the Contract Work Hours and Safety
Standards Act.
(c) Withholding for unpaid wages and liquidated damages. The Contracting Officer will withhold
from payments due under the contract sufficient funds required to satisfy any Contractor or subcontractor
liabilities for unpaid wages and liquidated damages. If amounts withheld under the contract are
insufficient to satisfy Contractor or subcontractor liabilities, the Contacting Officer will withhold
payments from other Agency contracts held by the same Contractor that are subject to the Contract Work
Hours and Safety Standards Act.
(d) Payrolls and basic records.
(1) The Contractor and its subcontractors shall maintain payrolls and basic payroll records for all
laborers and mechanics working on the contract during the contract and shall make them available to the
Government until 3 years after contract completion. The records shall contain the name and address of
each employee, social security number, labor classifications, hourly rates of wages paid, daily and weekly
number of hours worked, deductions made, and actual wages paid. The records need not duplicate those
required for construction work by Department of Labor regulations at 29 CFR 5.5(a)(3) implementing the
Davis-Bacon Act.
(2) The Contractor and its subcontractors shall allow authorized representatives of the Contracting
Officer to inspect, copy, or transcribe records maintained under paragraph (d)(1) of this clause. The
Contractor or subcontractor also shall allow authorized representatives of the Contracting Officer to
interview employees in the workplace during working hours.
(e) Subcontracts. The Contractor shall insert the provisions set forth in paragraphs (a) through (d) of
this clause in subcontracts exceeding $100,000 and require subcontractors to include these provisions in
any lower tier subcontracts. The Contractor shall be responsible for compliance by any subcontractor or
lower tier subcontractor with the provisions set forth in paragraphs (a) through (d) of this clause.
1-20 Workplace Health and Safety
JAN 2004
(a) The Contractor shall comply with the Occupational Safety and Health Act (OSHA) of
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1970 (29 U.S.C. Section 651 et seq.) and regulations promulgated thereunder including, but not limited
to, the standards issued by the Secretary of Labor at Part 1926 and Part 1910 of Title 29 of the Code of
Federal Regulations. The Contractor shall also comply with all applicable state occupational safety and
health laws and regulations. Noncompliance shall be grounds for termination of this contract in
accordance with its default provisions. .
(b) Whenever the Contracting Officer becomes aware of any noncompliance with these requirements
or any condition that poses a serious or imminent danger to health or safety, the Contracting Officer, or
the authorized representative of the Contracting Officer, shall notify the Contractor orally, with written
confirmation from the Contracting Officer, and request immediate initiation of corrective action. This
notice, when delivered to the Contractor or the Contractor's representative at the worksite, shall be
deemed sufficient notice of the noncompliance and that corrective action is required. After receiving the
notice, the Contractor shall immediately take corrective action. If the Contractor fails or refuses to
promptly take corrective action, the Contracting Officer may issue an order stopping all or part of the �
work until the Contractor takes satisfactory corrective action. The Contracting Officer or the authorized
representative of the Contracting Officer may inform the Occupational Safety and Health Administration
(OSHA), or other cognizant federal, state, or local officials, of such notification. The Contractor shall not
be entitled to any equitable adjustment of the contract price or extension of the performance schedule on
any stop work order issued under this clause.
(c) The Contractor shall insert this clause, including this paragraph (c) in all subcontracts, with
appropriate changes in the designation of the parties. The prime contractor shall provide the Contracting
Officer with a copy of all notifications made by the prime contractor to a subcontractor pursuant to
paragraph (b) of this clause.
1-21
Accident Reporting
JAN 2004
(a) The Contractor' shall provide oral notification to the Contracting Officer or the authorized
representative of the Contracting Officer when an accident occurs on Federal property in connection with
performance of this contract. Notification must be given not later than twenty-four (24) hours after the
accident occurs.
(b) When requested by the Contracting Officer or the authorized representative of the Contracting
Officer, the Contractor shall conduct an investigation of the accident and shall prepare a report that
identifies all pertinent facts related to the accident. The report shall include; but not be limited to, the
underlying cause(s) of the accident and the actions the Contractor shall take to prevent the recurrence of "
similar accidents. The Contactor shall submit the report to the Contracting Officer or the authorized
representative of the Contracting Officer not later than fourteen (14) calendar days from the date the
accident occurs.
(c) The Government may elect to conduct an investigation of the accident with the assistance of the
Contractor.
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(d) Compliance with the provisions of this clause shall not entitle the Contractor to an equitable
adjustment in contract price or to an extension of performance schedule.
(e) The Contractor shall incorporate this clause, including this paragraph (e), in all subcontracts, with
appropriate changes in the designation of the parties.
1-22
Tax Audits JAN 2004
If federal, state, or local tax officials request access to information under this contract, the contractor shall
immediately notify the Contracting Officer. The contractor shall also request that the tax officials
identify, in writing, the specific information sought for review and shall forward the response and any
related documentation to the Contracting Officer. Failure to provide notice to the Contracting Officer
may be grounds for denying a cost/price adjustment for the resulting tax liability, if an adjustment is
otherwise authorized by law and the terms of this contract.
1-23
Independent Review of Agency Protests JAN 2004
An independent review of protests to the agency, as defined in FAR 33.103(d)(4), is available as an
alternative to consideration by the Contracting Officer. Requests for an independent review shall be
submitted directly to the Contacting Officer, along with the protest.
1-24
Contractor Personnel Supervision DEC 2001
The Contractor's personnel shall at all times be considered and recognized as employees of the Contractor
and under the Contractor's control. In order to ensure that the services defined in the Statement of Work
are satisfactorily performed, the Contracting Officer, or designee, shall issue directions and requirements
concerning the work to the designated supervisory personnel of the Contractor who shall, in turn, ensure
that the requested services are performed in a manner satisfactory to such Contracting Officer or designee.
1-25
Agency Alternate to FAR Clause 52.245-5 MAR 2004
(a) FAR Clause 52.245-5, Government Property (Cost-Reimbursement, Time-and-Material, or
Labor-Hour Contracts) is modified only as indicated below:
(g)(5) The contractor shall notify the contracting officer upon loss or destruction of, or damage to,
Government property provided under this contract with the exception of low-value property for which
loss, damage, or destruction is reported at contract termination, completion, or when needed for continued
contract performance. The contractor shall take all reasonable action to protect the Government property
from further damage, separate the damaged and undamaged Government property, put all the affected
Government property in the best possible order, and furnish to the Contracting Officer a statement of -
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(b) All other parts of FAR clause 52.245-5 remain unchanged.
1-26
Clauses Requiring Access by Other Government Entities JUL 2003
Several clauses in this contract require reporting to other Federal agencies or access by other Federal
agencies to the Contractor's records for compliance determinations or other reviews. If any such
reporting, compliance determination, or review involves this contract, the Contractor shall obtain the
Contracting Officer's written permission or guidance before participating.
1-26
Agency Vehicle and Related Services Cost Reimbursement JUN 2006
(a) The Contracting Officer authorizes the Contractor to utilize an Agency vehicle in the performance of
this contract. "Agency vehicles" means Agency owned vehicles, or Interagency Fleet Management
System (*EMS) vehicles that the Agency leases. Authorization is contingent upon the Contractor's
compliance with the provisions of this clause.
(b) The Government reserves the right to deny, suspend, or revoke the Contractor's privilege of operating
a Government vehicle.
(c) Contractor assumes the liability risk resulting directly or indirectly from the Contractor's use of
Agency owned or leased vehicles, including but not limited to damage to Contractor property, or property
of a third party; the risk of injury to any Contractotemployee, Government employee or third party; or
any moving violation or other violation involving the use of the Government vehicle. Contractor shall .
indemnify and hold the Government harmless for any and all loss connected to or arising from the
Contractor's use of the Government vehicle.
(d) The Contractor shall not be responsible for loss or damage to Agency vehicles, except for loss or
damage caused by the willful misconduct or a lack of good faith on the part of the Contractor's personnel.
(e) The Contractor shall provide and maintain insurance covering its liabilities under paragraphs (b) and
(c) of this clause in amounts of at least $200,000 per person and $500,000 per occurrence for death or �
bodily injury and $20,000 per occurrence for property damage or loss.
(f) The Contractor shall be reimbursed for the portion of its insurance properly allocable to this contract
within the limits set forth in paragraph (e) of this clause.
(g) Contractor shall provide the Contracting Officer or the Contracting Officer's authorized representative
with oral notification of an accident or damage to the Government vehicle not later than 24 hours of the
occurrence. Contractor shall follow up with written notice, detailing the incident, not later than 5
calendar days. Contractor will cooperate with any investigation the Government may undertake.
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(h) Subcontracts. The Contractor shall insert the provisions set forth in paragraphs (a) through (g) of this
clause in subcontracts where use of Agency vehicles is contemplated. The Contractor shall be responsible
for compliance by any subcontractor or lower-tier subcontractor with the provisions set forth in
paragraphs (a) through (g) of this clause.
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SECTION J - LIST OF ATTACHMENTS
ATTACHMENT
DESCRIPTION
1
. PYRAMID STATEMENT OF WORK
2
AWARD 1-,E.E, PLAN
3
4
CONTRACTOR PERSONNEL SUMMARY LIST
5
FLECTRONIC FUNDS TRANSFER INFORMATION
6
KEY MANAGEMENT PERSONNEL LIST
7
PAST PERFORMANCE QUESTIONAIRRE
8
PERSONAL QUALIFICATIONS AND SKILLS MATRIX
'
.
9a
STANDARD FORM 328 - CER111.1CATE PERTAINING TO FOREIGN
INTERESTS
9b
STANDARD FORM 328 INSTRUCTIONS - CERTIFICATE PERTAINING TO
FOREIGN INTERESTS
10
SUBCONTRACTOR NO111-ICATION FORM
11
COST TEMPLATE
12
WORK BREAKDOWN STRUCTURE
13
OPTION FOR INCREASED 'QUANTITY LABOR RATES
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