PART 1352 - SOLICITATION PROVISIONS AND CONTRACT

PART 1352 - SOLICITATION PROVISIONS

AND CONTRACT CLAUSES

Authority: 41 U.S.C. 414; 48 CFR 1.301-1.304.

Source: 75 FR 10570, Mar. 8, 2010, unless otherwise noted.

1352.000 Scope of part.

Subpart 1352.1 - Instructions for Using Provisions and Clauses

1352.102 Incorporating provisions and clauses.

Subpart 1352.2 - Text of Provisions and Clauses

1352.200 Scope of subpart.

1352.201-70 Contracting Officer's Authority.

1352.201-71 Ratification release.

1352.201-72 Contracting Officer's Representative (COR).

1352.208-70 Restrictions on printing and duplicating.

1352.209-70 Potential organizational conflict of interest.

1352.209-71 Limitation of future contracting.

1352.209-72 Restrictions against disclosure.

1352.209-73 Compliance with the laws.

1352.209-74 Organizational conflict of interest.

1352.209-75 Title 13 and non-disclosure requirements.

1352.213-70 Evaluation utilizing simplified acquisition procedures.

1352.213-71 Instructions for submitting quotations under the simplified acquisition threshold

- non-commercial.

1352.215-70 Proposal preparation.

1352.215-71 Instructions for oral presentations.

1352.215-72 Inquiries.

1352.215-73 Evaluation quantities - indefinite quantity contract.

1352.215-74 Best value evaluation.

1352.215-75 Evaluation criteria.

1352.215-76 Cost or pricing data.

1352.216-70 Estimated and allowable costs.

1352.216-71 Level of effort (cost-plus-fixed-fee, term contract).

1352.216-72 Determination of award fee.

1352.216-73 Distribution of award fee.

1352.216-74 Task orders.

1352.216-75 Minimum and maximum contract amounts.

1352.216-76 Placement of orders.

1352.216-77 Ceiling price.

1352.219-70 Section 8(a) direct award (Deviation).

1352.219-71 Notification to delay performance (Deviation).

1352.219-72 Notification of competition limited to eligible 8(a) concerns, Alternate III

(Deviation).

1352.227-70 Rights in data, assignment of copyright.

1352.228-70 Insurance coverage.

1352.228-71 Deductibles under required insurance coverage - cost reimbursement.

1352.228-72 Deductibles under required insurance coverage - fixed price.

1352.228-73 Loss of or damage to leased aircraft

1352.228-74 Fair market value of aircraft.

1352.228-75 Risk and indemnities.

1352.228-76 Approval of group insurance plans.

1352.228-77 Contractor assurance of subcontractor payments.

1352.231-70 Precontract costs.

1352.231-71 Duplication of effort.

1352.233-70 Agency protests.

1352.233-71 GAO and Court of Federal Claims protests.

1352.235-70 Protection of human subjects.

1352.235-71 Protection of human subjects - exemption.

1352.235-72 Protection of human subjects - institutional approval.

1352.235-73 Research involving human subjects - after initial contract award.

1352.237-70 Security processing requirements - high or moderate risk contracts.

1352.237-71 Security processing requirements - low risk contracts.

1352.237-72 Security processing requirements - national security contracts.

1352.237-73 Foreign national visitor and guest access to departmental resources.

1352.237-74 Progress reports.

1352.237-75 Key personnel.

1352.239-70 Software license addendum.

1352.239-71 Electronic and information technology.

1352.239-72 Security requirements for information technology resources.

1352.242-70 Postaward conference.

1352.245-70 Government furnished property.

1352.246-70 Place of acceptance.

1352.270-70 Period of performance.

1352.270-71 Pre-bid/pre-proposal conference and site visit.

1352.271-70 Inspection and manner of doing work.

1352.271-71 Method of payment and invoicing instructions for ship repair.

1352.271-72 Additional Item Requirements (AIR) - growth work

1352.271-73 Schedule of work.

1352.271-74 Foreseeable cost factors pertaining to different shipyard locations.

1352.271-75 Delivery and shifting of the vessel.

1352.271-76 Performance.

1352.271-77 Delays.

1352.271-78 Minimization of delay due to Government furnished property.

1352.271-79 Liability and insurance.

1352.271-80 Title.

1352.271-81 Discharge of liens.

1352.271-82 Department of Labor occupational safety and health standards for ship repair.

1352.271-83 Government review, comment, acceptance and approval.

1352.271-84 Access to the vessel.

1352.271-85 Documentation of requests for equitable adjustment.

1352.271-86 Lay days.

1352.271-87 Changes - ship repair.

1352.271-88 Guarantees.

1352.271-89 Temporary services.

1352.271-90 Insurance requirements.

Subpart 1352.3 - Provisions and Clauses Matrix

1352.301 Solicitation provisions and contract clauses (Matrix).

Parent topic: SUBCHAPTER H - CLAUSES AND FORMS

1352.000 Scope of part.

This part sets forth solicitation provisions and contract clauses, in addition to those prescribed in

FAR Part 52, for use in DOC acquisitions.

Subpart 1352.1 - Instructions for Using Provisions and

Clauses

1352.102 Incorporating provisions and clauses.

As stated in the FAR, provisions and clauses should be incorporated by reference in solicitations and

contracts to the maximum practical extent, rather than being incorporated in full text. Incorporation

by reference is the listing only by title, regulatory citation, and date of the provision or clause. The

full text of the referenced solicitation provision or contract clause is contained in the Code of

Federal Regulations (CFR). FAR provisions and clauses are located at 48 CFR chapter 1 and CAM

provisions and clauses are located at 48 CFR chapter 13.

Subpart 1352.2 - Text of Provisions and Clauses

1352.200 Scope of subpart.

This subpart sets forth the text of all CAR provisions and clauses and provides a cross-reference to

the location in the CAR that prescribes their use.

1352.201-70 Contracting Officer's Authority.

As prescribed in 48 CFR 1301.602-170, insert the following clause:

Contracting Officer's Authority.

The Contracting Officer is the only person authorized to make or approve any changes in any of the

requirements of this contract, and, notwithstanding any provisions contained elsewhere in this

contract, the said authority remains solely in the Contracting Officer. In the event the contractor

makes any changes at the direction of any person other than the Contracting Officer, the change will

be considered to have been made without authority and no adjustment will be made in the contract

terms and conditions, including price.

(End of clause)

1352.201-71 Ratification release.

As prescribed in 48 CFR 1301.602-3, insert the following clause:

Ratification Release (APR 2010)

(a) The Government agrees to pay the contractor $________ for the following items/services:

(b) In consideration for the sum stated above, which is to be paid to the Contractor, or its assignees,

the Contractor, upon payment of the said sum by the UNITED STATES OF AMERICA (hereinafter

called the Government), does remise, release, and discharge the Government, its officers, agents,

and employees of and from all liabilities, obligations, claims, and demands whatsoever under or

arising from the said contract, except:

(1) Specified claims in stated amounts or in estimated amounts where the amounts are not

susceptible of exact statement by the Contractor, as follows: (or state “None”).

(2) Claims, together with reasonable expenses incidental thereto, based upon the liabilities of the

Contractor to third parties arising out of the performance of this contract, which are not known to

the Contractor on the date of the execution of this release and of which the Contractor gives notice

in writing to the Contracting Officer within the period specified in said contract.

(3) Claims for reimbursement of costs (other than expenses of the Contractor by reason of his

indemnification of the Government against patent liability) including reasonable expenses incidental

thereto, incurred by the Contractor under any provisions of the said contract relating to patents.

as set forth above, that it will comply with provisions of the said contract, including without

limitation, those provisions relating to notification to the Contracting Officer and relating to the

defense or prosecution of litigation.

Contractor's Signature:

Date:

(End of clause)

1352.201-72 Contracting Officer's Representative (COR).

As prescribed in 48 CFR 1301.670-70, insert the following clause:

Contracting Officer's Representative (COR) (APR 2010)

(a) ______________________ is hereby designated as the Contracting Officer's Representative (COR).

The COR may be changed at any time by the Government without prior notice to the contractor by a

unilateral modification to the contract. The COR is located at:

Phone Number:

E-mail:

(b) The responsibilities and limitations of the COR are as follows:

(1) The COR is responsible for the technical aspects of the contract and serves as technical liaison

with the contractor. The COR is also responsible for the final inspection and acceptance of all

deliverables and such other responsibilities as may be specified in the contract.

(2) The COR is not authorized to make any commitments or otherwise obligate the Government or

authorize any changes which affect the contract price, terms or conditions. Any contractor request

for changes shall be referred to the Contracting Officer directly or through the COR. No such

changes shall be made without the express written prior authorization of the Contracting Officer.

The Contracting Officer may designate assistant or alternate COR(s) to act for the COR by naming

such assistant/alternate(s) in writing and transmitting a copy of such designation to the contractor.

(End of clause)

1352.208-70 Restrictions on printing and duplicating.

As prescribed in 48 CFR 1308.802-70, insert the following clause:

Restrictions on Printing and Duplicating (APR 2010)

(a) The contractor is authorized to duplicate or copy production units provided the requirement does

not exceed 5,000 production units of any one page or 25,000 production units in the aggregate of

multiple pages. Such pages may not exceed a maximum image size of 10 3/4 by 14 1/4 inches. A

“production unit” is one sheet, size 8 1/2 × 11 inches (215 × 280 mm), one side only, and one color

ink. Production unit requirements are outlined in the Government Printing and Binding Regulations.

(b) This clause does not preclude writing, editing, preparation of manuscript copy, or preparation of

related illustrative material as a part of this contract, or administrative duplicating/copying (for

example, necessary forms and instructional materials used by the contractor to respond to the terms

of the contract).

this clause are unallowable without prior written approval of the Contracting Officer. If the

contractor has reason to believe that any activity required in fulfillment of the contract will

necessitate any printing or substantial duplicating or copying, it shall immediately provide written

notice to the Contracting Officer and request approval prior to proceeding with the activity.

Requests will be processed by the Contracting Officer in accordance with FAR 8.802.

(d) The contractor shall include in each subcontract which may involve a requirement for any

printing, duplicating, and copying in excess of the limits specified in paragraph (a) of this clause, a

provision substantially the same as this clause, including this paragraph (d).

(End of clause)

1352.209-70 Potential organizational conflict of interest.

As prescribed in 48 CFR 1309.507-1(a), insert the following provision, modified appropriately:

Potential Organizational Conflict of Interest (APR 2010)

(a) There is a potential organizational conflict of interest (see FAR Subpart 9.5, Organizational and

Consultant Conflicts of Interest) due to [state the nature of the potential conflict]. Accordingly:

(1) Restrictions are needed to ensure that (state the nature of the proposed restraint and the

applicable time period).

(2) As a part of the proposal, the offeror shall provide the Contracting Officer with complete

information regarding previous or ongoing work that is in any way associated with the contemplated

acquisition.

(b) If award is made to the offeror, the resulting contract may include an organizational conflict of

interest limitation applicable to subsequent Government work, at either a prime contract level, at

any subcontract tier, or both. During evaluation of proposals, the Government may, after discussions

with the offeror and consideration of ways to avoid the conflict of interest, insert a provision in the

resulting contract that shall disqualify the offeror from further consideration for award of specified

future contracts.

deleted during negotiations.

Alternate I (Date). At the discretion of the Contracting Officer, substitute the following paragraph (b)

for paragraphs (b) and (c) in the basic provision:

(b) The organizational conflict of interest clause in this solicitation may not be modified or deleted.

(End of clause)

1352.209-71 Limitation of future contracting.

As prescribed in 48 CFR 1309.507-2(a), insert the following clause:

Limitation of Future Contracting (APR 2010)

(a) The following restrictions and definitions apply to prevent conflicting roles, which may bias the

contractor's judgment or objectivity, or to preclude the contractor from obtaining an unfair

competitive advantage in concurrent or future acquisitions.

(1) Descriptions or definitions:

(i) “Contractor” means the business entity receiving the award of this contract, its parents, affiliates,

divisions and subsidiaries, and successors in interest.

(ii) “Development” means all efforts towards solution of broadly defined problems. This may

encompass research, evaluating technical feasibility, proof of design and test, or engineering of

programs not yet approved for acquisition or operation.

(iii) “Proprietary Information” means all information designated as proprietary in accordance with

law and regulation, and held in confidence or disclosed under restriction to prevent uncontrolled

distribution. Examples include limited or restricted data, trade secrets, sensitive financial

information, and computer software; and may appear in cost and pricing data or involve classified

information.

(iv) “System” means the system that is the subject of this contract.

(v) “System Life” means all phases of the system's development, production, or support.

(vi) “Systems Engineering” means preparing specifications, identifying and resolving interface

problems, developing test requirements, evaluating test data, and supervising design.

(vii) “Technical Direction” means developing work statements, determining parameters, directing

other contractors' operations, or resolving technical controversies.

(2) Restrictions: The contractor shall perform systems engineering and/or technical direction, but

will not have overall contractual responsibility for the system's development, integration, assembly

and checkout, or production. The parties recognize that the contractor shall occupy a highly

influential and responsible position in determining the system's basic concepts and supervising their

execution by other contractors. The contractor's judgment and recommendations must be objective,

impartial, and independent. To avoid the prospect of the contractor's judgment or recommendations

being influenced by its own products or capabilities, it is agreed that the contractor is precluded for

the life of the system from award of a DOC contract to supply the system or any of its major

components, and from acting as a subcontractor or consultant to a DOC supplier for the system or

any of its major components.

Alternate I (Date). As prescribed in CFR 1309.507-2(a)(2), either substitute paragraph (a)(2) of the

basic clause with one or both of the following paragraphs, or use one or both in addition to the basic

paragraph (a)(2).

(a)(2)(i) The contractor shall prepare and submit complete specifications for nondevelopmental items

to be used in a competitive acquisition. The contractor shall not furnish these items to DOC, either

as a prime contractor or subcontractor, for the duration of the initial production contract plus [insert

a specific period of time or an expiration date].

(ii) The contractor shall either prepare or assist in preparing a work statement for use in

competitively acquiring the [identify the system or services], or provide material leading directly,

predictably, and without delay to such a work statement. The contractor may not supply [identify the

services, the system, or the major components of the system] for a period [state the duration of the

constraint, however, the duration of the initial production contract shall be the minimum], as either

the prime or subcontractor unless it becomes the sole source, has participated in the design or

development work, or more than one contractor has participated in preparing the work statement.

Alternate II (Date). As prescribed in 48 CFR 1309.507-2(a)(3), either substitute paragraph (a) (2) of

the basic clause with the following paragraph, or add the following in addition to the basic

restriction. Redesignate the paragraphs as needed if more than one restriction applies.

(a)(2) The contractor shall participate in the technical evaluation of other contractors' proposals or

products. To ensure objectivity, the contractor is precluded from award of any supply or service

contract or subcontract for the system or its major components. This restriction shall be effective for

(insert a definite period of time).

Alternate III (Date). As prescribed in 48 CFR 1309.507-2(a)(4), add the following paragraph (b) to

the basic clause:

(b) The contractor may gain access to proprietary information of other companies during contract

performance. The contractor agrees to enter into company-to-company agreements to protect

another company's information from unauthorized use or disclosure for as long as it is considered

proprietary by the other company, and to refrain from using the information for any purpose other

than that for which it was furnished. For information purposes, the contractor shall furnish copies of

these agreements to the Contracting Officer. These agreements are not intended to protect

information which is available to the Government or to the contractor from other sources and

information furnished voluntarily without restriction.

Alternate IV (Date). As prescribed in 48 CFR 1309.507-2(a)(5), add the following paragraph (b) to

the basic clause substantially as written. If Alternate III is also used, designate this paragraph (c).

(b) The contractor agrees to accept and to complete all issued task orders, and to not contract with

Government prime contractors or first-tier subcontractors in such a way as to create an

organizational conflict of interest.

Alternate V (Date). As prescribed in 48 CRF 1309.507-2(a)(6), add the following paragraph (b) to the

basic clause. If more than one Alternate is used, redesignate this paragraph accordingly.

(b) The contractor agrees to accept and to complete issued delivery orders, provided that no new

organizational conflicts of interest are created by the acceptance of such orders. The Contracting

Officer shall identify any and all organizational conflicts of interest in each order. The contractor

shall not contract with Government prime contractors or first-tier subcontractors in such a way as to

create an organizational conflict of interest.

Alterative VI (Date). As prescribed in 48 CFR 1309.507-2(a)(7), add the following paragraph (b) to

the basic clause. If either Alternate III or IV or both are used, redesignate this paragraph

accordingly.

(b) The above restrictions shall be included in all subcontracts, teaming arrangements, and other

agreements calling for performance of work which is subject to the organizational conflict of interest

restrictions identified in this clause, unless excused in writing by the Contracting Officer.

(End of clause)

1352.209-72 Restrictions against disclosure.

As prescribed in 48 CFR 1309.507-2(b), insert the following clause:

Restrictions Against Disclosure (APR 2010)

(a) The contractor agrees, in the performance of this contract, to keep the information furnished by

the Government or acquired/developed by the contractor in performance of the contract and

designated by the Contracting Officer or Contracting Officer's Representative, in the strictest

confidence. The contractor also agrees not to publish or otherwise divulge such information, in

whole or in part, in any manner or form, nor to authorize or permit others to do so, taking such

reasonable measures as are necessary to restrict access to such information while in the contractor's

possession, to those employees needing such information to perform the work described herein, i.e.,

on a “need to know” basis. The contractor agrees to immediately notify the Contracting Officer in

writing in the event that the contractor determines or has reason to suspect a breach of this

requirement has occurred.

(b) The contractor agrees that it will not disclose any information described in subsection (a) to any

person unless prior written approval is obtained from the Contracting Officer. The contractor agrees

to insert the substance of this clause in any consultant agreement or subcontract hereunder.

(End of clause)

1352.209-73 Compliance with the laws.

As prescribed in 48 CFR 1309.507-2(c), insert the following clause:

Compliance With the Laws (APR 2010)

The contractor shall comply with all applicable laws, rules and regulations which deal with or relate

to performance in accord with the terms of the contract.

(End of clause)

1352.209-74 Organizational conflict of interest.

As prescribed in 48 CFR 1309.507-2(d), insert the following clause:

Organizational Conflict of Interest (APR 2010)

(a) Purpose. The purpose of this clause is to ensure that the contractor and its subcontractors:

(1) Are not biased because of their financial, contractual, organizational, or other interests which

relate to the work under this contract, and

(2) Do not obtain any unfair competitive advantage over other parties by virtue of their performance

of this contract.

(b) Scope. The restrictions described herein shall apply to performance or participation by the

contractor, its parents, affiliates, divisions and subsidiaries, and 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. For the purpose of

this clause, affiliation occurs when a business concern is controlled by or has the power to control

another or when a third party has the power to control both.

full force to both the contractor and all subcontractors. The contractor warrants that, to the best of

the contractor's knowledge and belief, there are no relevant facts or circumstances which would

give rise to an organizational conflict of interest, as defined in FAR Subpart 9.5, and that the

contractor has disclosed all relevant information regarding any actual or potential conflict. The

contractor agrees it shall make an immediate and full disclosure, in writing, to the Contracting

Officer of any potential or actual organizational conflict of interest or the existence of any facts that

may cause a reasonably prudent person to question the contractor's impartiality because of the

appearance or existence of bias or an unfair competitive advantage. Such disclosure shall include a

description of the actions the contractor has taken or proposes to take in order to avoid, neutralize,

or mitigate any resulting conflict of interest.

(d) Remedies. The Contracting Officer may terminate this contract for convenience, in whole or in

part, if the Contracting Officer deems such termination necessary to avoid, neutralize or mitigate an

actual or apparent organizational conflict of interest. If the contractor fails to disclose facts

pertaining to the existence of a potential or actual organizational conflict of interest or

misrepresents relevant information to the Contracting Officer, the Government may terminate the

contract for default, suspend or debar the contractor from Government contracting, or pursue such

other remedies as may be permitted by law or this contract.

(e) Subcontracts. The contractor shall include a clause substantially similar to this clause, including

paragraphs (f) and (g), in any subcontract or consultant agreement at any tier expected to exceed

the simplified acquisition threshold. The terms “contract,” “contractor,” and “Contracting Officer”

shall be appropriately modified to preserve the Government's rights.

(f) Prime Contractor Responsibilities. The contractor shall obtain from its subcontractors or

consultants the disclosure required in FAR 9.507-1, and shall determine in writing whether the

interests disclosed present an actual, or significant potential for, an organizational conflict of

interest. The contractor shall identify and avoid, neutralize, or mitigate any subcontractor

organizational conflict prior to award of the contract to the satisfaction of the Contracting Officer. If

the subcontractor's organizational conflict cannot be avoided, neutralized, or mitigated, the

contractor must obtain the written approval of the Contracting Officer prior to entering into the

subcontract. If the contractor becomes aware of a subcontractor's potential or actual organizational

conflict of interest after contract award, the contractor agrees that the Contractor may be required

to eliminate the subcontractor from its team, at the contractor's own risk.

(g) Waiver. The parties recognize that this clause has potential effects which will survive the

performance of this contract and that it is impossible to foresee each circumstance to which it might

be applied in the future. Accordingly, the contractor may at any time seek a waiver from the Head of

the Contracting Activity by submitting such waiver request to the Contracting Officer, including a

full written description of the requested waiver and the reasons in support thereof.

(End of clause)

1352.209-75 Title 13 and non-disclosure requirements.

As prescribed in 48 CFR 1309.507-2(e), insert the following clause:

Title 13 and Non-Disclosure Requirements (APR 2010)

The Census Bureau's data are protected by Title 13 of the United States Code. The contractor may

not use Title 13 data for any purpose other than the intended purpose for which it is supplied or

obtained. All contractor personnel who will have access to Title 13 data must take an oath and

complete the Census Bureau Form BC-1759 (Special Sworn Status) that requires nondisclosure of

Title 13 data. An authorized Census employee or a Notary Public must administer the oath of

nondisclosure.

(End of clause)

1352.213-70 Evaluation utilizing simplified acquisition procedures.

As prescribed in 48 CFR 1313.106-2-70, insert the following provision:

Evaluation Utilizing Simplified Acquisition Procedures (Date)

The Government will issue an order resulting from this request for quotation to the responsible

offeror whose quotation results in the best value to the Government, considering both price and non-

price factors. The following factors will be used to evaluate quotations:

[This section is to be tailored to conform to individual procurements. Text is provided as an example

only. Stating relative importance of the evaluation factors is not required.]

(1) Personnel Qualifications. The experience, education, and qualifications of personnel proposed to

work on the contract will be evaluated to determine their ability to perform their proposed duties.

(2) Technical Approach and Capability. The offeror's approach to performing contract requirements

and its capability to successfully perform the contract will be evaluated.

(3) Past Performance. The offeror's past performance on related contracts will be evaluated to

determine, as appropriate, successful performance of contract requirements, quality and timeliness

of delivery of goods and services, cost management, communications between contracting parties,

proactive management and customer satisfaction.

(4) Price.

(End of clause)

1352.213-71 Instructions for submitting quotations under the simplified

acquisition threshold - non-commercial.

As prescribed in 48 CFR 1313.302-1-70, insert the following provision:

Instructions for Submitting Quotations Under the Simplified Acquisition Threshold - Non-

Commercial (Date)

(a) North American Industry Classification System (NAICS) code and small business size standard.

The NAICS code and small business size standard for this acquisition is ________.

(b) Submission of quotations. Submit quotations to the office specified in this solicitation at or before

the exact time specified in this solicitation. At a minimum, quotations must show -

(1) The solicitation number;

(2) The name, address, and telephone number of the offeror;

(3) Acknowledgment of solicitation amendments;

(4) A technical description showing that the offeror can supply the requirements in the specifications

or statement of work in sufficient detail to allow the Government to evaluate the quotation in

accordance with the evaluation factors stated in the solicitation.

(5) Past performance information, when included as an evaluation factor, to include recent and

relevant contracts for the same or similar items and reference information (including contract

numbers, points of contact with telephone numbers and other relevant information).

(6) Price and any supporting details for the price, as requested in the solicitation.

the Government office designated in the solicitation by the time specified. The offeror's initial

quotation should contain the offeror's best terms from a price and technical standpoint. The

Government may reject any or all quotations if such action is in the public interest; accept other

than the lowest quotation; and waive informalities and minor irregularities in quotations received.

(End of clause)

1352.215-70 Proposal preparation.

As prescribed in 48 CFR 1315.204-570(a)(1), insert the following provision, tailored as applicable:

Proposal Preparation (Date)

(a) General Instructions. Proposals are expected to conform to solicitation provisions and be

prepared in accordance with this section. To aid in evaluation, the proposal shall be clearly and

concisely written, neatly presented, indexed (cross-indexed as appropriate), and logically assembled.

All pages of each part shall be appropriately numbered and identified with the name of the offeror,

the date of the offer, and the solicitation number. Each volume shall be clearly marked by volume

number and title.

(b) Overall Arrangement of Proposal.

(1) VOLUME I - BUSINESS PROPOSAL

(i) Volume I, Business Proposal, consists of the actual offer to enter into a contract to perform the

desired work. It also includes required representations, certifications, and acknowledgments, if

applicable; justifications for noncompetitive proposed subcontracts; identification of technical data

to be withheld; and any other required administrative information.

(ii) Format and Content. Volume I, Business Proposal, shall include the following documents (in the

order listed):

(A) Proposal Form:

(1) Use of the Form - The Proposal Form (Standard Form 33 or 1449), is to be executed fully and

used as the cover sheet (or first page) of Volume I. Include three (3) original signed copies of the

form in the original Volume I.

(2) Acceptance Period - The acceptance period entered on the Proposal Form by the offeror shall not

be less than that prescribed in the solicitation, which shall apply if no other period is offered.

(3) Signature Authority - The person signing the Proposal Form must have the authority to commit

the offeror to all of the provisions of the proposal, fully recognizing that the Government has the

right, by terms of the Solicitation, to make an award without discussion if it so elects.

(B) Other documentation identified in Section (A) above. The offeror shall submit one original of

Volume I, marked as such.

(2) VOLUME II - TECHNICAL PROPOSAL

(i) General.

(A) Volume II, technical proposal, consists of the offeror's proposal delineating its capabilities and

how it intends to perform contract requirements. The Technical proposal will be evaluated in accord

with the criteria contained in Section M.

(B) In order that the technical proposal may be evaluated strictly on the merit of the material

submitted, no contractual price information is to be included in Volume II. However, the type and

quantity of labor and materials is to be included in the Technical Proposal, without any associated

cost information.

pitch type (or equivalent) and printed, unreduced in size, on 8 1/2″ by 11″ paper, not exceeding ____

pages, single-sided, exclusive of resumes and related corporate experience documentation. Any

pages in excess of ____ will be disregarded, and will not be included in the proposal evaluation.

Failure of the offeror to comply with the page limitations, resulting in the excess pages not being

evaluated, shall not constitute grounds for a protest.

(ii) Format and Content. Volume II, Technical Proposal, shall include the following contents:

(A) Table of Contents

(B) List of Tables and Figures

(D) Technical Proposal

(E) Exceptions and Deviations. These major headings may be subdivided or supplemented by the

offeror as appropriate.

(1) Summary. This section shall provide a summary that addresses each of the technical evaluation

factors set out in Section M.

(2) Technical Proposal. The offeror shall clearly address each of the technical evaluation criteria in

Section M, and, at a minimum, cover each subfactor.

(3) Exceptions and Deviations. This section shall identify and explain any exceptions or deviations

taken to any part of the solicitation or conditional assumptions made with respect to the technical

requirements of the solicitation. Offerors should note that taking exceptions to the Government's

requirements may indicate an unwillingness or inability to perform the contract, and the proposal

may be evaluated as such.

(iii) Specific areas to be addressed:

[This section is to be tailored to conform to the technical evaluation factors. Text is provided as an

example. Provide instructions concerning what information is required in order to evaluate

proposals in accord with the evaluation factors. Do not request information that is not covered in an

evaluation factor.]

Evaluation Factor 1 - Technical Approach. Provide information on how the project is to be organized,

staffed, and managed that demonstrates the offeror's understanding and effective management of

important events or tasks. If applicable, the offeror shall (i) describe the facilities and equipment

which will be used in the performance of the contract, and (ii) how the management and

coordination of consultant and subcontractor efforts will be accomplished. Fully discuss how the

contract requirements will be met and the means used to accomplish them. Merely repeating the

contract requirements and stating that they will be accomplished, without discussing how the

offeror will accomplish them, is not acceptable.

Evaluation Factor 2 - Experience. In a general fashion, describe the offeror's experience and

qualifications to perform the contract requirements. Explain how the experience provides confidence

that the offeror can perform all contract requirements.

Evaluation Factor 3 - Key Personnel. Provide the names, titles, and a description of the duties of

those individuals proposed as key personnel to be assigned to the contract. For each key person,

submit a resume that provides information concerning their education, background, recent work

experience, and accomplishments. Specify the approximate percentage of time each individual will

be available for this project, and, if necessary, explain why the key person possesses the

qualifications to perform the proposed position.

Evaluation Factor 4 - Past Performance. Complete the Past Performance Questionnaire (Attachment

X) for all contracts containing requirements similar in scope those in the Statement of Work

performed in whole or part over the last ____ years. References can include both Government and

commercial contracts and subcontracts.

The offeror shall submit one original of Volume II, marked as such, and ________ copies.

(3) Volume III - Price/cost proposal

(i) Price/Cost proposals must generally adhere to the pricing structure established in Section B,

Schedule of Prices. The offeror shall submit one original of Volume III, marked as such, and ________

copies.

[INSERT FOR COST TYPE CONTRACTS:]

(ii) The offeror must also submit the following detailed information to support its proposed costs, as

applicable:

(A) Direct Labor: Breakdown of direct labor cost by named person or labor category including

number of labor-hours and current actual average hourly rates based on a work year of 2,080 hours.

Indicate whether current rates or escalated rates are used. If escalation is included, state the degree

(percent) and methodology. Direct labor or levels of effort are to be identified as labor-hours and not

as a percentage of an individual's time. Indicate fringe benefit rate, if separate from indirect cost

rate.

(B) Other Direct Costs: Specify the amount proposed for duplication/reproduction, meetings and

conferences, postage, communication and any other applicable items. Travel, subsistence and local

transportation shall be supported with a breakdown, which shall include: number of trips

anticipated, number of person days, cost-per-trip-per person, destination(s) proposed, number of

person(s) scheduled for travel, mode of transportation, and mileage allowances, if privately-owned

vehicles will be used.

used and vendor quotations supplied as applicable.

(D) Consultants: If consultants are proposed, state the total estimated price of the services to be

required and the consultant's quoted daily or hourly rate. Include Consulting Agreements entered

into between consultant(s) and the offeror, or invoices submitted by consultant(s) for similar

services previously provided to the offeror.

(E) Subcontracts: If proposed, cost information for each subcontractor shall be furnished in the same

format and level of detail as prescribed for the prime offeror. Additionally, in relation to such

subcontracts, the offeror shall submit the following information:

(1) A description of the items to be furnished by the subcontractor;

(2) Identification of the proposed subcontractor and an explanation of why and how the proposed

subcontractor was selected, including the extent of competition;

(3) The proposed subcontract price and cost detail and performance/delivery schedule; and

(4) Identification of the type of subcontract to be used.

(F) Indirect Rates: Offerors lacking Government-approved indirect cost rates must provide detailed

background data indicating the cost elements included in the applicable pool and a statement that

such treatment is in accordance with the company's established accounting practice. Offerors with

established rate agreements with cognizant Federal agencies shall submit one copy of such

agreements.

(G) Profit: Specify the profit proposed and the rationale justifying the amount of profit.

[INSERT FOR FIXED-PRICE TYPE CONTRACTS:]

(iii) Each offeror's price proposal must be based on the offeror's own technical proposal, the

Government's specifications, and other contractual requirements. If the prices to be used are based

on a published price list or catalog, the offeror shall so state, and provide a copy of the document

with its price proposal. If the prices are to be based on established market prices, not otherwise

published, or are prices applicable only to the proposed contract, the offeror shall so state.

(iv) The Government expects that this contract will be awarded based upon adequate price

competition. However, in order to determine that offered prices are fair and reasonable, the

Government reserves the right to request that the offeror to provide cost breakdowns to support

proposed prices. Information to support unit prices should include, but not be limited to, the

following:

(A) Salary/wage information with associated payroll expenses, for personnel to be used in

performance of the contract;

(B) Cost for equipment, supplies, and consumable materials;

(D) Overhead costs;

(E) General Administrative expenses; and

(F) Profit

(End of clause)

1352.215-71 Instructions for oral presentations.

As prescribed in 48 CFR 1315.204-570(a)(2), insert the following provision:

Instructions for Oral Presentations (Date)

The Government intends to conduct oral presentations with the offerors in the competitive range as

part of the evaluation process.

Oral presentations will be conducted at the following location:

[INSERT LOCATION]

The Contracting Officer will determine the order of oral presentations and the schedule. The

Contracting Officer will contact each offeror to schedule the date and time for oral presentations

and provide detailed instructions. Once a presentation date and time are confirmed, rescheduling is

at the discretion of the Contracting Officer.

(End of clause)

1352.215-72 Inquiries.

As prescribed in 48 CFR 1315.204-570(a)(3), insert the following provision:

Inquiries (Date)

Offerors must submit all questions concerning this solicitation in writing to ____. Questions should be

received no later than ____ calendar days after the issuance date of this solicitation. Any responses to

questions will be made in writing, without identification of the questioner, and will be included in an

amendment to the solicitation. Even if provided in other form, only the question responses included

in the amendment to the solicitation will govern performance of the contract.

(End of clause)

1352.215-73 Evaluation quantities - indefinite quantity contract.

As prescribed in 48 CFR 1315.204-570(b)(1), insert the following provision:

Evaluation Quantities - Indefinite Quantity Contract (Date)

To evaluate offers for award purposes, the Government will apply the offeror's proposed fixed-

prices/rates to the estimated quantities included in the solicitation (and add to this amount other

direct costs, if applicable).

(End of clause)

1352.215-74 Best value evaluation.

As prescribed in 48 CFR 1315.204-570(b)(2), insert the following provision:

Best Value Evaluation (Date)

(a) Award will be made to the offeror: whose offer conforms to the solicitation requirements; who is

determined responsible in accordance with FAR Subpart 9.1 by possessing the financial and other

capabilities to fulfill the requirements of the contract; and whose proposal is judged, by an

integrated assessment of price/cost and non-price evaluation factors, to provide the best value to the

Government in accordance with CAR 1352.215-75, Evaluation Criteria.

(b) The Government intends to award [specify “a single contract” or “multiple contracts”] in

response to the solicitation. The Government reserves the right not to award a contract depending

on the quality of the proposals submitted and the availability of funds.

(1) Initial Evaluation of Proposals. All offers received will be evaluated in accordance with the stated

evaluation factors. The Government reserves the right to make an award without discussions based

solely upon initial proposals. Therefore, offerors should ensure that their initial proposal constitutes

their best offer in terms of both price and the technical solution being proposed.

If award is not made upon initial proposals, then the Contracting Officer will establish a competitive

range comprised of the most highly rated proposals. If the Contracting Officer determines that the

number of proposals that would otherwise be in the competitive range exceeds the number at which

an efficient competition can be conducted, the Contracting Officer may limit the number of

proposals in the competitive range to the greatest number that will permit an efficient competition

among the most highly-rated proposals. Only those offerors in the competitive range will be offered

an opportunity to participate further in the procurement.

(2) Discussions/Final Proposal Revisions. The Contracting Officer will engage in discussions with all

offerors in the competitive range in accordance with FAR 15.306. At the conclusion of discussions, a

final common cut-off date for submission of final proposal revisions will be established. Those

offerors remaining in the competitive range will be notified to submit Final Proposal Revisions.

(3) Final Evaluation of Offers. A final proposal evaluation will be performed after receipt of Final

Proposal Revisions.

(End of clause)

1352.215-75 Evaluation criteria.

As prescribed in 48 CFR 1315.204-570(b)(2) and (3), insert the following provision:

Evaluation Criteria (Date)

[This section is to be tailored to conform to individual procurements. Text is provided as an example

only.]

In determining which proposal provides the best value to the Government, non-price (technical)

evaluation factors are [significantly more important/somewhat more important/approximately equal

in importance/somewhat less important/significantly less important] than evaluated price.

[Insert relative importance among the technical evaluation factors.]

Based upon the results of the integrated assessment of the technical and cost/price proposals, the

Government may make an award to other than the lowest-priced offeror or the offeror with the

highest technical score if the source selection official determines that to do so would result in the

best value to the Government.

(a) Technical Evaluation Factors.

Factor 1 - TECHNICAL APPROACH. The proposal will be evaluated on how the offeror intends to

organize, staff and manage the contract and the means that will be used to accomplish the contract

requirements. The degree to which the proposal demonstrates an understanding of the requirements

will be evaluated, as well as the offeror's planned management of consultants and subcontractors, if

applicable.

Factor 2 - EXPERIENCE. The offeror's background, experience, and qualifications will be assessed to

determine the likelihood that that offeror can successfully perform the contract requirements and

the degree of the risk of non-performance.

Factor 3 - KEY PERSONNEL. The education, experience, and accomplishments of key personnel will

be evaluated to determine the degree to which they possess the qualifications to perform their

proposed duties under the contract.

Factor 4 - PAST PERFORMANCE. The offeror's past performance on related contracts will be

evaluated to determine, as appropriate, successful performance of contract requirements, quality

and timeliness of delivery of goods and services, effective management of subcontractors, cost

management, level of communication between the contracting parties, proactive management and

customer satisfaction.

The Government reserves the right to assess the past performance of proposed subcontractors.

The Government will use its discretion to determine the sources of past performance information

used in the evaluation, and the information may be obtained from references provided by the offeror,

the agency's knowledge of contractor performance, other government agencies or commercial

entities, or past performance databases.

If an offeror does not have a history of relevant contract experience, or if past performance

information is not available, the offeror will receive a neutral past performance rating; however, an

offeror without a history of relevant experience may receive a lowered rating for the experience

evaluation factor.

(b) Cost/Price Evaluation.

(1) The proposed prices/costs will be evaluated but not scored. The cost evaluation will determine

whether the proposed costs are realistic, complete, and reasonable in relation to the solicitation

requirements. Proposed costs must be entirely compatible with the technical proposal.

(2) The Government may use the results of cost/price realism analysis to adjust the offeror's proposal

to a most probable cost to the Government. The analysis may include information from a government

auditing agency, Government technical personnel, and other sources.

(End of clause)

1352.215-76 Cost or pricing data.

As prescribed in 48 CFR 1315.204-570(b)(4), insert the following provision:

Cost or Pricing Data

Additional Instructions for Preparation of Cost/Price Proposals

(a) General. In addition to the information required by CAR 1352.215-70, the cost/price proposal

must contain an explanation of the offeror's and proposed subcontractors' fully burdened rates,

including direct salary rates, overhead rates, and profit; and information regarding other direct

costs.

(b) Specific Requirements.

(1) Direct Salary Rates: The offeror shall list the categories of professional or technical personnel

required to perform the Statement of Work. A brief definition of the education and experience

requirements which qualify an employee for inclusion in a listed category should be provided.

Further, if some proposed labor categories are classified by multiple grades within a given discipline

(e.g., Architect I and II, or Senior and Junior Engineer), a brief explanation as to how they are

differentiated shall be provided.

(2) The offeror, and major subcontractors, should provide individual rates for key personnel.

Designation of an individual as a key person is subject to agreement of the parties. Where no key

personnel are listed, category average rates are appropriate. Rates should be provided by year for

the life of the contract. If rates are escalated, the degree (percent) and methodology must be shown.

Escalation increases should reflect recent experience or established personnel policy. Types of

salary increases given - merit, cost of living, etc. - should be discussed.

(3) Overhead Costs. Generally, the offeror's accounting system and estimating practices will

determine the method used to allocate overhead costs. The offeror's established practices, if in

accordance with generally accepted accounting principles, will be accepted. Proposed overhead

rates should represent the offeror's best estimate of the rates to be experienced during the contract

period as projected by company budgets or by recent experience adjusted for factors which will

influence trends. A narrative statement outlining the offeror's policies and practices for

accumulating overhead costs and the method used to compute the proposed rate or rates is

required. In the case of multi-branch firms, joint ventures or affiliates, it is expected that overhead

costs applicable to the specific location(s) where work is to be performed will be proposed.

Company-wide, joint venture, or affiliate rate averages may not be appropriate. The rates should be

tailored to the work location(s).

(4) Profit.

(i) A fair and reasonable provision for profit cannot be made by simply applying a certain

predetermined percentage to the total estimated cost. Rather, profit should be established as a

percentage/dollar amount after considering such factors as:

(A) Degree of risk;

(B) Nature of the work to be performed;

(D) Extent of offeror's investment;

(E) Subcontracting of work; and

(F) Other criteria discussed in FAR 15.404-4.

(ii) Separate percentage rates for profit are also required for major subcontractors.

(5) Markup. The offeror may request a markup on subcontract labor. If it does so, it should state the

percentage and provide a justification for that figure.

(6) Other Direct Costs. The offeror shall briefly describe the following:

(i) Travel/Subsistence costs;

(ii) Subcontractor costs; and

(iii) How subcontracting costs were analyzed.

within the last two years, or has approved indirect cost rates, provide a copy of the audit report, or,

if not available, the name, address, and telephone number of the audit office. Similarly, information

on any Government-approved indirect cost rates should be provided.

(End of clause)

1352.216-70 Estimated and allowable costs.

As prescribed in 48 CFR 1316.307(a), insert the following clause:

Estimated and Allowable Costs (Date)

(a) Estimated Costs. The estimated cost of this contract is $________ [insert total cost of contract],

which consists of $________ [insert amount of cost that is reimbursable] for reimbursable costs and

$________ [insert amount of fixed fee] for fixed/incentive fee. These costs shall be subject to the

provisions of FAR clause 52.232-20, “Limitation of Cost,” FAR clause 52.216-7, “Allowable Cost and

Payments,” and FAR clause 52.216-8, “Fixed Fee.”

(b) Subject to Availability of Funds [Insert paragraph (b) when the contract is issued subject to the

availability of funds].

“The amount of funding for this contract is $________ [insert amount being funded], which consists of

$________ [insert amount of reimbursable costs funded] for reimbursable costs and $ ________ [insert

amount of fixed fee funded] for Fixed/Incentive Fee. These costs shall be subject to the provisions of

FAR 52.232-22, “Limitations of Funds.” ”

(1) Final annual indirect cost rate(s) and the appropriate base(s) shall be established in accordance

with FAR Subpart 42.7, in effect for the period covered by the indirect cost rate proposal.

(2) 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 cognizant

Federal agency official) or auditor in accordance with FAR 42.704, subject to adjustment when the

final rates are established. The established billing rates are currently as follows:

____________________ [Insert billing rate]

(End of clause)

1352.216-71 Level of effort (cost-plus-fixed-fee, term contract).

As prescribed in 48 CFR 1316.307(b), insert the following clause:

Level of Effort (Cost-Plus-Fixed-Fee, Term Contract) (Date)

(a) In performance of the effort directed in this contract, the contractor shall provide the total of

Direct Productive Labor Hours (DPLH) as specified in Part I, Section B during the term specified in

Section ________. DPLH is defined as actual work hours exclusive of vacation, holidays, sick leave,

and other absences.

(b) Only the DPLH categories indicated below shall be charged directly to the contract. It is

estimated that the DPLH will be expended approximately as follows:

Labor category Base period

Option period

III

xxxxxxxxxx xxxx xxxx xxxx xxxx

Total Direct Labor xxxx xxxx xxxx xxxx

falls within 90% to 110% of this estimate, the fee shall not be adjusted.

(d) In the event that the contractor shall be required to provide less than 90% of the estimated

DPLH, the fixed fee of the contract shall be equitably adjusted by unilateral modification to the

contract. The fixed fee adjustment shall be based solely upon the difference between the DPLH

actually provided and 90% of the estimated DPLH, calculated as follows:

Adjusted Fixed Fee = (Actual DPLH/(.9 × Estimated DPLH)) × Specified Fixed Fee

(e) In the event that the contractor shall be required to provide more than 110% of the estimated

DPLH, the fixed fee of the Contract shall be equitably adjusted by unilateral modification to the

Contract. The fixed fee adjustment shall be based solely upon the difference between the DPLH

actually provided and 110% of the estimated DPLH, calculated as follows:

Adjusted Fixed Fee = (Actual DPLH/(1.1 × Estimated DPLH)) × Specified Fixed Fee

(f) These terms and conditions do not supersede the requirements of either FAR clause 52.232-20

“Limitation of Cost” or FAR clause 52.232-22 “Limitation of Funds.”

(End of clause)

1352.216-72 Determination of award fee.

As prescribed in 48 CFR 1316.405-2, insert the following clause:

Determination of Award Fee (Date)

Based upon the quality of its performance and the results of the Government's performance

evaluation, the contractor may earn an award fee.

(a) The total amount of award fee available under this contract is assigned according to the

following:

[Insert appropriate information]

(b) A Performance Evaluation Plan shall be unilaterally established by the Government as part of the

contract and used for the determination of award fees. This plan shall include the criteria that will

be used to evaluate the contractor's performance and to determine the percentage of award fee (if

any) available for each performance period.

(1) Quality of performance of the contract requirements;

(2) Effective management of the contract; and

(3) Cost controls.

(d) The Performance Evaluation Plan may be revised unilaterally by the Government at any time

during the period of performance, however unless mutually-agreed to a revision shall not affect the

current evaluation period. Notification of such changes shall be provided to the contractor [insert

number] calendar days prior to the start of the evaluation period to which the change will apply.

(e) At the conclusion of each evaluation period, and in accordance with the performance evaluation

plan, a determination of the amount of the award fee earned shall be made in writing to the

contractor by the Government Fee Determination Official (FDO). The FDO's unilateral determination

of the amount of award fee earned in any evaluation period or a determination that no fee was

earned shall be conclusive.

(f) The contractor may submit a self-evaluation of its performance in an evaluation period. The FDO

shall consider the self-evaluation, as the FDO deems appropriate.

(g) The contractor shall submit a voucher for payment of any earned award fee.

(End of clause)

1352.216-73 Distribution of award fee.

As prescribed in 48 CFR 1316.406, insert the following clause:

Distribution of Award Fee (APR 2010)

(a) The total amount of award fee available under this contract is assigned according to the

following:

[Insert appropriate information]

(b) Payment of the base fee and award fee shall be made, provided that after payment of 85 percent

of the base fee and potential award fee, the Government may withhold further payment of the base

fee and award fee until a reserve is set aside in an amount that the Government considers necessary

to protect its interest. This reserve shall not exceed 15 percent of the total base fee and potential

award fee.

award fee available shall represent a prorated distribution associated with evaluation period

activities or events as determined by the Government.

(d) The Government will promptly make payment of any award fee upon submission by the

contractor to the Contracting Officer's authorized representative of a public voucher or invoice in

the amount of the total fee earned for the period evaluated. Payment may be made without

executing a contract modification.

(End of clause)

1352.216-74 Task orders.

As prescribed in 48 CFR 1316.501-2-70, insert the following clause:

Task Orders (APR 2010)

(a) In task order contracts, all work shall be initiated only by issuance of fully executed task orders

issued by the Contracting Officer. The work to be performed under these orders must be within the

scope of the contract. The Government is only liable for labor hours and costs expended under the

terms and conditions of this contract to the extent that a fully executed task order has been issued

and covers the required work and costs. Charges for any work not authorized shall be disallowed.

(b) For each task order under the contract, the Contracting Office shall send a request for proposal

to the contractor(s). The request will contain a detailed description of the tasks to be achieved, a

schedule for completion of the task order, and deliverables to be provided by the contractor.

the task order, work schedule and proposed cost/price.

(d) After any necessary negotiations, the contractor shall submit a final proposal.

(e) Task orders will be considered fully executed upon signature of the Contracting Officer. The

contractor shall begin work on the task order in accordance with the effective date of the order.

(f) The contractor shall notify the Contracting Officer of any instructions or guidance given that may

impact the cost, schedule or deliverables of the task order. A formal modification to the task order

must be issued by the Contracting Officer before any changes can be made.

(g) Task orders may be placed during the period of performance of the contract. Labor rates

applicable to hours expended in performance of an order will be the contract rates that are in effect

at the time the task order is issued.

(h) If multiple awards are made by the Government, the CO shall provide each awardee a fair

opportunity to be considered for each task order over the micro-purchase threshold unless one of

the exceptions at FAR 16.505(b) applies.

(End of clause)

1352.216-75 Minimum and maximum contract amounts.

As prescribed in 48 CFR 1316.506(a), insert the following clause:

Minimum and Maximum Contract Amounts (APR 2010)

During the term of the contract, the Government shall place orders totaling a minimum of ________.

The amount of all orders shall not exceed ________.

(End of clause)

1352.216-76 Placement of orders.

As prescribed in 48 CFR 1316.506(b), insert the following clause:

Placement of Orders (APR 2010)

(a) The contractor shall provide goods and/or services under this contract only as directed in orders

issued by authorized individuals. In accordance with FAR 16.505, each order will include:

(1) Date of order;

(2) Contract number and order number;

(3) Item number and description, quantity, and unit price or estimated cost or fee;

(4) Delivery or performance date;

(5) Place of delivery or performance (including consignee);

(6) Packaging, packing, and shipping instructions, if any;

(7) Accounting and appropriation data;

(8) Method of payment and payment office, if not specified in the contract;

(9) Any other pertinent information.

(b) In accordance with FAR 52.216-18, Ordering, the following individuals (or activities) are

authorized to place orders against this contract:

ombudsman is ________.

(End of clause)

1352.216-77 Ceiling price.

As prescribed in 48 CFR 1316.601-70 and 1316.602-70, insert the following clause:

Ceiling Price (APR 2010)

The ceiling price of this contract is $________. The contractor shall not make expenditures nor incur

obligations in the performance of this contract which exceed the ceiling price specified herein,

except at the contractor's own risk.

(End of clause)

1352.219-70 Section 8(a) direct award (Deviation).

As prescribed in 48 CFR 1319.811-3(a), insert the following clause:

Section 8(A) Direct Award (Dl) (APR 2010)

(a) This contract is issued as a direct award between the contracting activity and the 8(a) contractor

pursuant to a Partnership Agreement between the Small Business Administration (SBA) and the

Department of Commerce (DOC). Accordingly, the SBA, even if not identified in Section A of this

contract, is the prime contractor and retains responsibility for 8(a) certification, 8(a) eligibility

determinations and related issues, and providing counseling and assistance to the 8(a) contractor

under the 8(a) program. The cognizant SBA district office is:

[To be completed by the Contracting Officer at time of award]

(b) The contracting activity is responsible for administering the contract and taking any action on

behalf of the Government under the terms and conditions of the contract. However, the contracting

activity shall give advance notice to the SBA before it issues a final notice terminating performance,

either in whole or in part, under the contract. The contracting activity shall also coordinate with SBA

prior to processing any novation agreement. The contracting activity may assign contract

administration functions to a contract administration office.

(1) To notify the Contracting Officer, simultaneously with its notification to SBA (as required by

SBA's 8(a) regulations), when the owner or owners upon whom 8(a) eligibility is based plan to

relinquish ownership or control of the concern. Consistent with 15 U.S.C. 637(a)(21), transfer of

ownership or control shall result in termination of the contract for convenience, unless SBA waives

the requirement prior to the actual relinquishing of ownership or control; and

(2) To adhere to the requirements of FAR 52.219-14, Limitations on Subcontracting.

(End of clause)

1352.219-71 Notification to delay performance (Deviation).

As prescribed in 48 CFR 1319.811-3(b), insert the following clause:

Notification To Delay Performance (Deviation) (APR 2010)

The contractor shall not begin performance under this purchase order until 2 working days have

passed from the date of its receipt. Unless the contractor receives notification from the Small

Business Administration that it is ineligible for this 8(a) award, or otherwise receives instructions

from the Contracting Officer, performance under this purchase order may begin on the third

working day following receipt of the purchase order. If a determination of ineligibility is issued

within the 2-day period, the purchase order shall be considered cancelled.

(End of clause)

1352.219-72 Notification of competition limited to eligible 8(a) concerns,

Alternate III (Deviation).

As prescribed in 48 CFR 1319.811-3 (c), insert the following clause:

Notification of Competition Limited to Eligible 8(a) Concerns, Alternate III (Deviation) (APR 2010)

(a) Offers are solicited only from small business concerns expressly certified by the Small Business

Administration (SBA) for participation in the SBA's 8(a) Program and which meet the following

criteria at the time of submission of offers -

(1) The Offeror is in conformance with the 8(a) support limitation set forth in its approved business

plan; and

(2) The Offeror is in conformance with the Business Activity Targets set forth in its approved

business plan or any remedial action directed by the SBA.

(b) By submission of its offer, the Offeror represents that it meets all of the criteria set forth in

paragraph (a) of this clause.

successful 8(a) offeror selected through the evaluation criteria set forth in this solicitation.

(d)

(1) Agreement. A small business concern submitting an offer in its own name shall furnish, in

performing the contract, only end items manufactured or produced by small business concerns in

the United States or its outlying areas. If this procurement is processed under simplified acquisition

procedures and the total amount of this contract does not exceed $25,000, a small business concern

may furnish the product of any domestic firm. This paragraph does not apply to construction or

service contracts.

(2) ________________ [insert name of contractor] will notify the ________________ [insert name of

contracting agency] Contracting Officer in writing immediately upon entering an agreement (either

oral or written) to transfer all or part of its stock or other ownership interest to any other party.

(End of clause)

1352.227-70 Rights in data, assignment of copyright.

As prescribed in 48 CFR 1327.404-4(a), insert the following clause:

Rights in Data, Assignment of Copyright (APR 2010)

In accordance with 48 CFR 52.227-17, Rights in Data - Special Works, the contractor agrees to

assign copyright to data, including reports and other copyrightable materials, first produced in

performance of this contract to the United States Government, as represented by the Secretary of

Commerce.

(End of clause)

1352.228-70 Insurance coverage.

As prescribed in 48 CFR 1328.310-70(a), insert the following clause:

Insurance Coverage (APR 2010)

(a) Workers Compensation and Employer's Liability. The contractor is required to comply with

applicable Federal and State workers' compensation and occupational disease statutes. If

occupational diseases are not compensable under those statutes, they shall be covered under the

employer's liability section of the insurance policy, except when contract operations are so

commingled with a contractor's commercial operations that it would not be practical to require this

coverage. Employer's liability coverage of at least $100,000 shall be required, except in states with

exclusive or monopolistic funds that do not permit workers' compensation to be written by private

carriers.

(b) General liability.

(1) The contractor shall have bodily injury liability insurance coverage written on the comprehensive

form of policy of at least $500,000 per occurrence.

(2) When special circumstances apply in accordance with FAR 28.307-2(b), Property Damage

Liability Insurance shall be required in the amount of $________ [insert zero unless special

circumstances apply, if applicable, insert dollar amount.].

comprehensive form of policy. The policy shall provide for bodily injury and property damage

liability covering the operation of all automobiles used in connection with performing the contract.

Policies covering automobiles operated in the United States shall provide coverage of at least

$200,000 per person and $500,000 per occurrence for bodily injury and $20,000 per occurrence for

property damage.

(d) Aircraft public and passenger liability. When aircraft are used in connection with performing the

contract, the contractor shall have aircraft public and passenger liability insurance. Coverage shall

be at least $200,000 per person and $500,000 per occurrence for bodily injury, other than passenger

liability, and $200,000 per occurrence for property damage. Coverage for passenger liability bodily

injury shall be at least $200,000 multiplied by the number of seats or passengers, whichever is

greater.

(e) Vessel liability. When contract performance involves use of vessels, the Contractor shall provide,

vessel collision liability and protection and indemnity liability insurance as determined by the

Government.

(End of clause)

1352.228-71 Deductibles under required insurance coverage - cost

reimbursement.

As prescribed in 48 CFR 1328.310-70(c), insert the following clause:

Deductibles Under Required Insurance Coverage - Cost Reimbursement (APR 2010)

(a) The contractor is required to present evidence of the amount of any deductibles in its insurance

coverage.

(b) For any insurance required pursuant to 1352.228-70, Insurance Coverage, the contractor's

deductible is not allowable as a direct or indirect cost under this contract. The Government is not

liable, and cannot be invoiced, for any losses up to the minimum amounts of coverage required in

paragraphs (a) through (d) of clause 1352.228-70. If the contractor obtains an insurance policy with

deductibles, the contractor, and not the Government, is responsible for any deductible amount up to

the minimum amounts of coverage stated.

any amounts above the amount of the obtained insurance coverage which are not covered by

insurance will not be reimbursable under the contract.

(End of clause)

1352.228-72 Deductibles under required insurance coverage - fixed price.

As prescribed in 48 CFR 1328.310-70(d), insert the following clause:

Deductibles Under Required Insurance Coverage - Fixed Price (APR 2010)

When the Government is injured, wholly or partially as a result of the contractor's actions and such

actions are covered by the insurance required by 1352.228-70, Insurance Coverage, the Government

is entitled to recover from the contractor the full amount of any such injury attributable to the

contractor regardless of a deductible. The Contracting Officer may offset the amount of recovery

against any payment due to the contractor.

(End of clause)

1352.228-73 Loss of or damage to leased aircraft

As prescribed in 48 CFR 1328.310-70(e) and 1328.310-70(f), insert the following clause:

Loss of or Damage to Leased Aircraft (APR 2010)

(a) The Government assumes all risk of loss of, or damage (except normal wear and tear) to, the

leased aircraft during the term of this lease while the aircraft is in the possession of the

Government.

(b) In the event of damage to the aircraft, the Government, at its option, shall make the necessary

repairs with its own facilities or by contract, or pay the contractor the reasonable cost of repair of

the aircraft.

contractor a sum equal to the fair market value of the aircraft at the time of such loss or damage,

which value may be specifically agreed to in clause 1252.228-74, Fair Market Value of Aircraft, less

the salvage value of the aircraft. However, the Government may retain the damaged aircraft or

dispose of it as it wishes. In that event, the contractor will be paid the fair market value of the

aircraft as stated in the clause.

(d) The contractor agrees that the contract price does not include any cost attributable to hull

insurance or to any reserve fund it has established to protect its interest in the aircraft. If, in the

event of loss or damage to the leased aircraft, the contractor receives compensation for such loss or

damage in any form from any source, the amount of such compensation shall be:

(1) Credited to the Government in determining the amount of the Government's liability; or

(2) For an increment of value of the aircraft beyond the value for which the Government is

responsible.

(e) In the event of loss of or damage to the aircraft, the Government shall be subrogated to all rights

of recovery by the contractor against third parties for such loss or damage and the contractor shall

promptly assign such rights in writing to the Government.

(End of clause)

1352.228-74 Fair market value of aircraft.

As prescribed in 48 CFR 1328.310-70(e) and 48 CFR 1328.310-70(g) insert the following in all

applicable contracts for leased aircraft:

Fair Market Value of Aircraft (APR 2010)

For purposes of the clause entitled “Loss of or Damage to Leased Aircraft,” it is agreed that the fair

market value of the aircraft to be used in the performance of this contract shall be the lesser of the

two values set out in paragraphs (a) and (b) of this clause:

(a) $________; or

(b) If the contractor has insured the same aircraft against loss or destruction in connection with

other operations, the amount of such insurance coverage on the date of the loss or damage is the

maximum amount for which the Government may be responsible under this contract.

(End of clause)

1352.228-75 Risk and indemnities.

As prescribed in 48 CFR 1328.310-70(e) and 48 CFR 1328.310-70(h), insert the following in all

applicable contracts for leased aircraft:

Risk and Indemnities (APR 2010)

The contractor hereby agrees to indemnify and hold harmless the Government, its officers and

employees from and against all claims, demands, damages, liabilities, losses, suits and judgments

(including all costs and expenses incident thereto) which may be suffered by, accrue against, be

charged to or recoverable from the Government, its officers and employees by reason of injury to or

death of any person other than officers, agents, or employees of the Government or by reason of

damage to property of others of whatsoever kind (other than the property of the Government, its

officers, agents or employees) arising out of the operation of the aircraft. In the event the contractor

holds or obtains insurance in support of this covenant, evidence of insurance shall be delivered to

the Contracting Officer.

1352.228-76 Approval of group insurance plans.

As prescribed in 48 CFR 1328.310-70(i), insert the following clause:

Approval of Group Insurance Plans (APR 2010)

Under cost-reimbursement contracts, before buying insurance under a group insurance plan, the

contractor shall submit the plan for approval to the Contracting Officer. Any change in benefits

provided under an approved plan that can reasonably be expected to increase significantly the cost

to the Government shall require similar approval.

(End of clause)

1352.228-77 Contractor assurance of subcontractor payments.

As prescribed in 48 CFR 1328.102-3, insert the following clause:

Contractor Assurance of Subcontractor Payments May 2015

(a) To protect the interests of subcontractors participating in the performance of this contract, the

Government requires the assurance that all monies due to subcontractors is timely and properly

made prior to the submission of the contractor's final invoice.

(b) By accepting this award, in writing or by performance, the offeror/contractor represents that - it

will provide full payment to all subcontractors utilized in the performance of the resultant contract

prior to the submission of its final invoice.

Officer with a list of all subcontractors to be utilized in the performance of this contract. The

contractor must provide updates to the Contracting Officer throughout the contract, should changes

be made.

(d) The following shall be completed and provided accordingly:

Subcontractor List - Contract No.____________________

Name of

subcontractor

business

Subcontractor point of

contact with contact

information

(number/e-mail)

Contract line

item(s) to which

subcontract

work is tied

Applicable trade

(electrical,

mechanical,

etc.)

(e) Reports by subcontractors of delayed or non-payment during the performance of the contract

may impact the Government's continued payment of contractor invoices on a percentage of

completion basis. (CAR clause, 1352.271-71, Method of Payment and Invoicing Instructions for Ship

Repair).

(f) The contractor shall include the following statement on its final invoice - “By submission of this

invoice, assurance is herein provided that all monies due to any and all subcontractors used in the

performance of this contract have been paid in full prior to the submission of this final invoice.”

(g) Failure to pay subcontractors could adversely affect the contractor's past performance evaluation

for this contract and have a negative impact on its eligibility for future contract awards.

(h) The Government may seek any available remedies in the event the contractor fails to comply with

the provisions of this clause.

1352.231-70 Precontract costs.

As prescribed in 48 CFR 1331.205-32, insert the following clause:

Precontract Costs (APR 2010)

The contractor is entitled to reimbursement for allowable, allocable, and reasonable costs incurred

during the period of ________ to the award date of this contract in an amount not to exceed $________.

(End of clause)

1352.231-71 Duplication of effort.

As prescribed in 48 CFR 1331.205-70, insert the following clause:

Duplication of Effort (APR 2010)

The contractor hereby certifies that costs for work to be performed under this contract and any

subcontract hereunder are not duplicative of any costs charged against any other Government

contract, subcontract, or other Government source. The contractor agrees to advise the Contracting

Officer, in writing, of any other Government contract or subcontract it has performed or is

performing which involves work directly related to the purpose of this contract. The contractor also

certifies and agrees that any and all work performed under this contract shall be directly and

exclusively for the use and benefit of the Government, and not incidental to any other work, pursuit,

research, or purpose of the contractor, whose responsibility it will be to account for it accordingly.

(End of clause)

1352.233-70 Agency protests.

As prescribed in 48 CFR 1333.103(a), insert the following provision:

Agency Protests (APR 2010)

(a) An agency protest may be filed with either:

(1) The contracting officer, or (2) at a level above the contracting officer, with the appropriate

agency Protest Decision Authority. See 64 FR 16,651 (April 6, 1999).

(b) Agency protests filed with the Contracting Officer shall be sent to the following address: [Insert

Contracting Officer name and Address]

address: [Insert appropriate Protest Decision Authority name and Address]

(d) A complete copy of all agency protests, including all attachments, shall be served upon the

Contract Law Division of the Office of the General Counsel within one day of filing a protest with

either the Contracting Officer or the Protest Decision Authority.

(e) Service upon the Contract Law Division shall be made as follows: U.S. Department of Commerce,

Office of the General Counsel, Chief, Contract Law Division, Room 5893, Herbert C. Hoover

Building, 14th Street and Constitution Avenue, NW., Washington, DC 20230. FAX: (202) 482-5858.

(End of clause)

1352.233-71 GAO and Court of Federal Claims protests.

As prescribed in 48 CFR 1333.104-70(a), insert the following provision:

GAO and Court of Federal Claims Protests (APR 2010)

(a) A protest may be filed with either the Government Accountability Office (GAO) or the Court of

Federal Claims unless an agency protest has been filed.

(b) A complete copy of all GAO or Court of Federal Claims protests, including all attachments, shall

be served upon (i) the Contracting Officer, and (ii) the Contract Law Division of the Office of the

General Counsel, within one day of filing a protest with either GAO or the Court of Federal Claims.

Office of the General Counsel, Chief, Contract Law Division, Room 5893, Herbert C. Hoover

Building, 14th Street and Constitution Avenue, NW., Washington, DC 20230. FAX: (202) 482-5858.

(End of clause)

1352.235-70 Protection of human subjects.

As prescribed in 48 CFR 1335.006(a), insert the following provision:

Protection of Human Subjects (APR 2010)

(a) Research involving human subjects is not permitted under this award unless expressly authorized

in writing by the Contracting Officer. Such authorization will specify the details of the approved

research involving human subjects and will be incorporated by reference into this contract.

(b) The Federal Policy for the Protection of Human Subjects (the “Common Rule”), adopted by the

Department of Commerce at 15 CFR part 27, requires contractors to maintain appropriate policies

and procedures for the protection of human subjects in research. The Common Rule defines a

“human subject” as a living individual about whom an investigator conducting research obtains data

through intervention or interaction with the individual, or identifiable private information. The term

“research” means a systematic investigation, including research development, testing and

evaluation, designed to develop or contribute to generalizable knowledge. The Common Rule also

sets forth categories of research that may be considered exempt from 15 CFR part 27. These

categories may be found at 15 CFR 27.101(b).

contractor is also required to follow the guidelines set forth at 45 CFR part 46 subpart B, C and D,

as appropriate, for the protection of members of a protected class.

(d) Should research involving human subjects be included in the proposal, prior to issuance of an

award, the contractor shall submit the following documentation to the Contracting Officer:

(1) Documentation to verify that contractor has established a relationship with an appropriate

Institutional Review Board (“cognizant IRB”). An appropriate IRB is one that is located within the

United States and within the community in which the human subjects research will be conducted;

(2) Documentation to verify that the cognizant IRB possesses a valid registration with the United

States Department of Health and Human Services' Office for Human Research Protections

(“OHRP”);

(3) Documentation to verify that contractor has a valid Federal-wide Assurance (FWA) issued by

OHRP.

(e) Prior to starting any research involving human subjects, the contractor shall submit appropriate

documentation to the Contracting Officer for institutional review and approval. This documentation

may include:

(1) Copies of the human subjects research protocol, all questionnaires, surveys, advertisements, and

informed consent forms approved by the cognizant IRB;

(2) Documentation of approval for the human subjects research protocol, questionnaires, surveys,

advertisements, and informed consent forms by the cognizant IRB;

(3) Documentation of continuing IRB approval by the cognizant IRB at appropriate intervals as

designated by the IRB, but not less than annually; and/or

(4) Documentation to support an exemption for the project from the Common Rule [Note: this option

is not available for activities that fall under 45 CFR part 46 subpart C].

(f) In addition, if the contractor modifies a human subjects research protocol, questionnaire, survey,

advertisement, or informed consent form approved by the cognizant IRB, the contractor shall submit

a copy of all modified material along with documentation of approval for said modification by the

cognizant IRB to the Contracting Officer for institutional review and approval. The contractor shall

not implement any IRB approved-modification without written approval by the Contracting Officer.

(g) No work involving human subjects may be undertaken, conducted, or costs incurred and/or

charged to the project, until the Contracting Officer approves the required appropriate

documentation in writing.

(End of provision)

1352.235-71 Protection of human subjects - exemption.

As prescribed in 48 CFR 1335.006(b), insert the following clause:

Protection of Human Subjects (APR 2010)

(a) Contractor has satisfied the requirements set forth in solicitation #________, related to the

Protection of Human Subjects in research. The Government has determined that the research

involving human subjects to be conducted under this contract is exempt from the requirements of

the Common Rule for the Protection of Human Subjects. The exemption memorandum executed by

the Government and the attachments are hereby incorporated by reference into this contract. If

contractor uses an informed consent form for the exempt research, contractor must use the

informed consent form contained in the attachments in its conduct of research involving human

subjects under this contract.

(b) If the conditions upon which the exemption is based should change in any way, contractor shall

immediately notify the Contracting Officer in writing of the specified change. The Government will

review the change and make a determination as to whether the change requires a change to the

exemption approval. Contractor shall not proceed until notified in writing of the Contracting

Officer's approval. Contractor shall obtain prior written approval from the Contracting Officer for

any change to the existing human subjects protocol or informed consent form before proceeding.

authorized in writing by the Contracting Officer. Such writing will specify the details of the approved

research involving human subjects and will be incorporated by reference into this contract.

(d) The Federal Policy for the Protection of Human Subjects (the “Common Rule”), adopted by the

Department of Commerce at 15 CFR Part 27, requires contractors to maintain appropriate policies

and procedures for the protection of human subjects in research. The Common Rule defines a

“human subject” as a living individual about whom an investigator conducting research obtains data

through intervention or interaction with the individual, or identifiable private information. The term

“research” means a systematic investigation, including research development, testing and

evaluation, designed to develop or contribute to generalizable knowledge.

(e) The Common Rule also sets forth categories of research that may be considered exempt from this

policy. These categories may be found at 15 CFR 27.101(b).

(f) In the event the human subjects research involves pregnant women, prisoners, or children,

contractor is also required to follow the guidelines set forth at 45 CFR part 46 subpart B, C and D,

as appropriate, for the protection of members of a protected class.

(g) Should additional research involving human subjects be required under the contract, prior to

beginning such research, contractor shall submit the following documentation to the Contracting

Officer:

(1) Documentation to verify that contractor has established a relationship with an appropriate

Institutional Review Board (“cognizant IRB”). An appropriate IRB is one that is located within the

United States and within the community in which the human subjects research will be conducted;

(2) Documentation to verify that the cognizant IRB is registered with the United States Department

of Health and Human Services' Office for Human Research Protections (“OHRP”) and is designated

as contractor's cognizant IRB;

(3) Documentation to verify that contractor has a valid Federal-wide Assurance (FWA) issued by

OHRP; or

(4) Documentation necessary to support a determination that the research is exempt from the

requirements of the Common Rule for the Protection of Human Subjects.

(h) Prior to starting any additional research involving human subjects, the contractor shall submit

appropriate documentation to the Contracting Officer for institutional review and approval or

exemption determination. This documentation may include:

(1) Copies of the human subjects research protocol, all questionnaires, surveys, advertisements, and

informed consent forms approved by the cognizant IRB;

(2) Documentation of approval for the human subjects research protocol, questionnaires, surveys,

advertisements, and informed consent forms by the cognizant IRB;

(3) Documentation of continuing IRB approval by the cognizant IRB at appropriate intervals as

designated by the IRB, but not less than annually; and/or

(4) Documentation to support an exemption for the project from the Common Rule [Note: this option

is not available for activities that fall under 45 CFR part 46 subpart C].

(i) In addition, if the contractor modifies a human subjects research protocol, questionnaire, survey,

advertisement, or informed consent form approved by the cognizant IRB, the contractor shall submit

a copy of all modified material along with documentation of approval for said modification by the

cognizant IRB to the Contracting Officer for institutional review and approval. The contractor may

not implement any IRB approved modification without written approval by the Contracting Officer.

No work involving human subjects may be undertaken, conducted, or costs incurred and/or charged

to the project, until the Contracting Officer approves the required appropriate documentation in

writing.

(End of clause)

1352.235-72 Protection of human subjects - institutional approval.

As prescribed in 48 CFR 1335.006(c), insert the following clause:

Protection of Human Subjects - Institutional Approval (APR 2010)

(a) This contract/order includes non-exempt human subjects research that must be conducted

pursuant to the requirements of the Federal Policy for the Protection of Human Subjects (the

“Common Rule”), adopted by the Department of Commerce at 15 CFR part 27. Contractor has

submitted documentation establishing review and approval of the human subjects research protocol,

including all informed consent forms, advertisements, and other recruitment materials, by a

qualified Institutional Review Board (IRB) that has a current Federal-wide Assurance (FWA) issued

by the Department of Health and Human Services (DHHS).

(b) By accepting this contract/order, the contractor certifies the accuracy of the documentation

provided to its cognizant IRB and to the Government in support of the human subjects research

specified therein. Based upon the contractor's documentation, and following the Government

institutional review thereof, the following specific involvement of human subjects in research is

hereby approved by the Contracting Officer:

Name of IRB:

(IRB # ________)

Title of IRB Protocol:

Recruiting Letter Approval Date (if appropriate):

Consent Form Approval Date:

Assurance of Compliance Number:

other involvement of human subjects in research under this contract may be undertaken or

conducted, or costs incurred and/or charged to the project, except as specified in the study plan

reviewed and approved by the cognizant IRB and Government. Therefore, if the contractor modifies

a human subjects research protocol, advertisement, or informed consent form approved by the

cognizant IRB, contractor shall submit a copy of all modified material, along with documentation of

approval for said modification by the cognizant IRB, to the Contracting Officer for agency

institutional review and approval. Contractor may not implement any IRB-approved modification

without written approval by the Contracting Officer.

Documentation of continuing IRB approval is required each year by the renewal date assigned by the

cognizant IRB. Documentation of continuing IRB approval must be submitted to the Government for

review and approval as soon as it occurs. Continuing approval of the human subjects research must

be obtained from the cognizant IRB and provided to the Government until the research is completed

or terminated. The contractor may proceed with previously approved human subjects research, if

any, under this contract while the Government is conducting continuing review and approval of the

human subjects research protocol. In the event that the Government determines, during the course

of its review, that the human subjects research in this contract is not in compliance with the

regulations set forth at 15 CFR part 27, or this contract, the Contracting Officer may take the

appropriate enforcement action, including disallowing costs, suspending or terminating the human

subjects protocol or the contract, by notifying the contractor in writing.

(d) It is incumbent upon contractor to ensure that continuing IRB review approval occurs in

accordance with 15 CFR part 27. In the event that continuing review approval does not occur as set

forth by 15 CFR part 27, contractor is to notify the Contracting Officer immediately.

(e) Contractor must report all adverse events to the cognizant IRB and to the Contracting Officer. In

the event that adverse events are reported to the cognizant IRB and the Contracting Officer, the

Government may suspend this contract pending a full review of the adverse event by the cognizant

IRB.

(f) If the conditions upon which IRB approval is based should change in any way, contractor shall

immediately notify the Contracting Officer, in writing, of the specified change.

(g) Failure to comply with this contract clause will be considered material noncompliance with the

contract, and the Contracting Officer may take appropriate enforcement action, including

disallowing costs, suspension or termination of the contract.

(End of clause)

1352.235-73 Research involving human subjects - after initial contract award.

As prescribed in 48 CFR 1335.006(d), insert the following clause:

Research Involving Human Subjects - After Initial Contract Award (APR 2010)

(a) No research involving human subjects is currently included in this contract/task order, and no

research involving human subjects is permitted under this contract/task order unless expressly

authorized, in writing, by the Contracting Officer.

(b) The Federal Policy for the Protection of Human Subjects (the “Common Rule”), adopted by the

Department of Commerce at 15 CFR part 27, requires that contractors maintain appropriate policies

and procedures for the protection of human subjects in research. The Common Rule defines a

“human subject” as a living individual about whom an investigator conducting research obtains data

through intervention or interaction with the individual, or identifiable private information. The term

“research” means a systematic investigation, including research, development, testing and

evaluation, designed to develop or contribute to generalizable knowledge.

policy. These categories are specified at 15 CFR 27.101(b).

(d) In the event that human subjects research involves pregnant women, prisoners, or children, the

contractor is also required to follow the guidelines set forth at 45 CFR part 46 subparts B, C and D,

as appropriate, for the protection of members of a protected class.

(e) Should research involving human subjects become necessary for carrying out this contract/task

order, prior to undertaking or conducting such human subjects research, contractor shall submit the

following documentation to the Contracting Officer:

(1) Documentation to verify that contractor has established a relationship with an appropriate

Institutional Review Board (“cognizant IRB”). An appropriate IRB is one that is located within the

United States and within the community in which the human subjects research will be conducted;

(2) Documentation to verify that the cognizant IRB is registered with the United States Department

of Health and Human Services' Office for Human Research Protections (“OHRP”);

(3) Documentation to verify that contractor has a valid Federal-wide Assurance (FWA) issued by the

OHRP.

(f) Prior to starting any research involving human subjects, contractor shall submit appropriate

documentation to the Contracting Officer for Government institutional review and approval. This

documentation may include:

(1) Copies of the human subjects research protocol, advertisements, recruitment material, and

informed consent forms approved by the cognizant IRB;

(2) Documentation of approval for the human subjects research protocol, advertisements,

recruitment material, and informed consent forms by the cognizant IRB;

(3) Documentation of continuing IRB approval by the cognizant IRB at appropriate intervals as

designated by the IRB, but not less than annually; and/or

(4) Documentation to support an exemption for the project from the Common Rule [Note: this option

is not available for activities that fall under 45 CFR part 46 subpart C].

(g) In addition, if contractor modifies a human subjects research protocol, advertisement,

recruitment material, or informed consent form approved by the cognizant IRB, contractor shall

submit a copy of all modified material, along with documentation of approval for said modification by

the cognizant IRB, to the Contracting Officer for Agency institutional review and approval.

Contractor may not implement any IRB-approved modification without written approval by the

Contracting Officer.

(h) No work involving human subjects may be undertaken, conducted, or costs incurred and/or

charged to the project, until the Contracting Officer approves the required appropriate

documentation in writing.

(End of clause)

1352.237-70 Security processing requirements - high or moderate risk

contracts.

As prescribed in 48 CFR 1337.110-70 (b), insert the following clause:

Security Processing Requirements - High or Moderate Risk Contracts (APR 2010)

(a) Investigative Requirements for High and Moderate Risk Contracts. All contractor (and

subcontractor) personnel proposed to be employed under a High or Moderate Risk contract shall

undergo security processing by the Department's Office of Security before being eligible to work on

the premises of any Department of Commerce owned, leased, or controlled facility in the United

States or overseas, or to obtain access to a Department of Commerce IT system. All Department of

Commerce security processing pertinent to this contract will be conducted at no cost to the

contractor. The level of contract risk will determine the type and scope of such processing, as noted

below.

(1) Investigative requirements for Non-IT Service Contracts are:

(i) High Risk - Background Investigation (BI).

(ii) Moderate Risk - Moderate Background Investigation (MBI).

(2) Investigative requirements for IT Service Contracts are:

(i) High Risk IT - Background Investigation (BI).

(ii) Moderate Risk IT - Background Investigation (BI).

(b) In addition to the investigations noted above, non-U.S. citizens must have a pre-appointment

check that includes an Immigration and Customs Enforcement agency check.

contract within the United States, non-U.S. citizens must have:

(1) Official legal status in the United States;

(2) Continuously resided in the United States for the last two years; and

(3) Obtained advance approval from the servicing Security Officer of the contracting operating unit

in consultation with the DOC Office of Security (OSY) headquarters. (OSY routinely consults with

appropriate agencies regarding the use of non-U.S. citizens on contracts and can provide up-to-date

information concerning this matter.)

(d) Security Processing Requirement. Processing requirements for High and Moderate Risk

Contracts are as follows:

(1) The contractor must complete and submit the following forms to the Contracting Officer's

Representative (COR):

(i) Standard Form 85P (SF-85P), Questionnaire for Public Trust Positions;

(ii) FD-258, Fingerprint Chart with OPM's designation in the ORI Block; and

(iii) Credit Release Authorization.

(2) The Sponsor will ensure that these forms have been properly completed, initiate the CD-254,

Contract Security Classification Specification, and forward the documents to the cognizant Security

Officer.

(3) Upon completion of security processing, the Office of Security, through the servicing Security

Officer and the Sponsor, will notify the contractor in writing of an individual's eligibility to be

provided access to a Department of Commerce facility or Department of Commerce IT system.

(4) Security processing shall consist of limited personal background inquiries pertaining to

verification of name, physical description, marital status, present and former residences, education,

employment history, criminal record, personal references, medical fitness, fingerprint classification,

and other pertinent information. For non-U.S. citizens, the Sponsor must request an Immigration

and Customs Enforcement agency check. It is the option of the Office of Security to repeat the

security processing on any contract employee at its discretion.

(e) Notification of Disqualifying Information. If the Office of Security receives disqualifying

information on a contract employee, the COR will be notified. The Sponsor, in coordination with the

Contracting Officer, will immediately remove the contract employee from duties requiring access to

Departmental facilities or IT systems. Contract employees may be barred from working on the

premises of a facility for any of the following:

(1) Conviction of a felony crime of violence or of a misdemeanor involving moral turpitude;

(2) Falsification of information entered on security screening forms or on other documents submitted

to the Department;

(3) Improper conduct once performing on the contract, including criminal, infamous, dishonest,

immoral, or notoriously disgraceful conduct or other conduct prejudicial to the Government,

regardless of whether the conduct was directly related to the contract;

(4) Any behavior judged to pose a potential threat to Departmental information systems, personnel,

property, or other assets.

(f) Failure to comply with security processing requirements may result in termination of the contract

or removal of contract employees from Department of Commerce facilities or denial of access to IT

systems.

(g) Access to National Security Information. Compliance with these requirements shall not be

construed as providing a contract employee clearance to have access to national security

information.

(h) The contractor shall include the substance of this clause, including this paragraph, in all

subcontracts.

(End of clause)

1352.237-71 Security processing requirements - low risk contracts.

As prescribed in 48 CFR 1337.110-70(c), insert the following clause:

Security Processing Requirements - Low Risk Contracts (APR 2010)

(a) Investigative Requirements for Low Risk Contracts. All contractor (and subcontractor) personnel

proposed to be employed under a Low Risk contract shall undergo security processing by the

Department's Office of Security before being eligible to work on the premises of any Department of

Commerce owned, leased, or controlled facility in the United States or overseas, or to obtain access

to a Department of Commerce IT system. All Department of Commerce security processing pertinent

to this contract will be conducted at no cost to the contractor.

(b) Investigative requirements for Non-IT Service Contracts are:

(1) Contracts more than 180 days - National Agency Check and Inquiries (NACI).

(2) Contracts less than 180 days - Special Agency Check (SAC).

(1) Contracts more than 180 days - National Agency Check and Inquiries (NACI).

(2) Contracts less than 180 days - National Agency Check and Inquiries (NACI).

(d) In addition to the investigations noted above, non-U.S. citizens must have a background check

that includes an Immigration and Customs Enforcement agency check.

(e) Additional Requirements for Foreign Nationals (Non-U.S. Citizens). Non-U.S. citizens (lawful

permanent residents) to be employed under this contract within the United States must have:

(1) Official legal status in the United States;

(2) Continuously resided in the United States for the last two years; and

(3) Obtained advance approval from the servicing Security Officer in consultation with the Office of

Security headquarters.

(f) DOC Security Processing Requirements for Low Risk Non-IT Service Contracts. Processing

requirements for Low Risk non-IT Service Contracts are as follows:

(1) Processing of a NACI is required for all contract employees employed in Low Risk non-IT service

contracts for more than 180 days. The Contracting Officer's Representative (COR) will invite the

prospective contractor into e-QIP to complete the SF-85. The contract employee must also complete

fingerprinting.

(2) Contract employees employed in Low Risk non-IT service contracts for less than 180 days require

processing of Form OFI-86C Special Agreement Check (SAC), to be processed. The Sponsor will

forward a completed Form OFI-86C, FD-258, Fingerprint Chart, and Credit Release Authorization to

the servicing Security Officer, who will send the investigative packet to the Office of Personnel

Management for processing.

(3) Any contract employee with a favorable SAC who remains on the contract over 180 days will be

required to have a NACI conducted to continue working on the job site.

(4) For Low Risk non-IT service contracts, the scope of the SAC will include checks of the

Security/Suitability Investigations Index (SII), other agency files (INVA), Defense Clearance

Investigations Index (DCII), FBI Fingerprint (FBIF), and the FBI Information Management Division

(FBIN).

(5) In addition, for those individuals who are not U.S. citizens (lawful permanent residents), the

Sponsor may request a Customs Enforcement SAC on Form OFI-86C, by checking Block #7, Item I.

In Block 13, the Sponsor should enter the employee's Alien Registration Receipt Card number to aid

in verification.

(6) Copies of the appropriate forms can be obtained from the Sponsor or the Office of Security. Upon

receipt of the required forms, the Sponsor will forward the forms to the servicing Security Officer.

The Security Officer will process the forms and advise the Sponsor and the Contracting Officer

whether the contract employee can commence work prior to completion of the suitability

determination based on the type of work and risk to the facility (i.e., adequate controls and

restrictions are in place). The Sponsor will notify the contractor of favorable or unfavorable findings

of the suitability determinations. The Contracting Officer will notify the contractor of an approved

contract start date.

(g) Security Processing Requirements for Low Risk IT Service Contracts. Processing of a NACI is

required for all contract employees employed under Low Risk IT service contracts.

(1) Contract employees employed in all Low Risk IT service contracts will require a National Agency

Check and Inquiries (NACI) to be processed. The Contracting Officer's Representative (COR) will

invite the prospective contractor into e-QIP to complete the SF-85. Fingerprints and a Credit Release

Authorization must be completed within three working days from start of work, and provided to the

Servicing Security Officer, who will forward the investigative package to OPM.

(2) For Low Risk IT service contracts, individuals who are not U.S. citizens (lawful permanent

residents) must undergo a NACI that includes an agency check conducted by the Immigration and

Customs Enforcement Service. The Sponsor must request the ICE check as a part of the NAC.

(h) Notification of Disqualifying Information. If the Office of Security receives disqualifying

information on a contract employee, the Sponsor and Contracting Officer will be notified. The

Sponsor shall coordinate with the Contracting Officer for the immediate removal of the employee

from duty requiring access to Departmental facilities or IT systems. Contract employees may be

barred from working on the premises of a facility for any of the following reasons:

(1) Conviction of a felony crime of violence or of a misdemeanor involving moral turpitude.

(2) Falsification of information entered on security screening forms or of other documents submitted

to the Department.

(3) Improper conduct once performing on the contract, including criminal, infamous, dishonest,

immoral, or notoriously disgraceful conduct or other conduct prejudicial to the Government

regardless of whether the conduct was directly related to the contract.

(4) Any behavior judged to pose a potential threat to Departmental information systems, personnel,

property, or other assets.

(i) Failure to comply with security processing requirements may result in termination of the contract

or removal of contract employees from Department of Commerce facilities or denial of access to IT

systems.

(j) Access to National Security Information. Compliance with these requirements shall not be

construed as providing a contract employee clearance to have access to national security

information.

(k) The contractor shall include the substance of this clause, including this paragraph, in all

subcontracts.

(End of clause)

1352.237-72 Security processing requirements - national security contracts.

As prescribed in 48 CFR 1337.110-70(d), use the following clause:

Security Processing Requirements - National Security Contracts (APR 2010)

(a) Security Investigative Requirements for National Security Contracts. National Security Contracts

require contractor employees to gain access to national security information in the performance of

their work. Regardless of the contractor employees' location, appropriate security access and

fulfillment of cleared facility requirements, as determined by the National Industrial Security

Program (NISP) Operation Manual must be met. All contractors are subject to the appropriate

investigations indicated below and may be granted appropriate security access by the Office of

Security based on favorable results. No national security material or documents shall be removed

from a Department of Commerce facility. The circumstances of the work performance must allow the

Department of Commerce to retain control over national security information and keep the number

of contract personnel with access to the information to a minimum.

(b) All employees working on Special or Critical Sensitive contracts require an updated personnel

security background investigation every five (5) years. Employees on Non-Critical Sensitive

contracts will require an updated personnel security background investigation every ten (10) years.

are performed under the contract. Risk assessments for contractor employees are determined in the

same manner as assessment of those functions performed by government employees. The

Contracting Officer and Contracting Officer's Representative should determine the level of

sensitivity or risk with the assistance of the servicing Security Officer.

(1) Contractor employees working on National Security Contracts must have a completed

investigation and be granted an appropriate security level clearance by the Office of Security before

start of work.

(2) The Contracting Officer's Representative must send the contract employee's existing security

clearance information, if applicable, or appropriate investigative request package, to the servicing

Security Officer, who will review and forward it to the Office of Security.

(3) The Office of Security must confirm that contract employees have the appropriate security

clearance before starting any work under a National Security Contract.

(d) Security forms required. For Critical-Sensitive positions with Top Secret access, Critical-

Sensitive positions with Secret access, and Non-Critical Sensitive positions with Secret or

Confidential access, the following forms are required:

(1) Form SF-86, Questionnaire for National Security Positions, marked “CON” in Block 1, Position

Title, to distinguish it as a contractor case;

(2) Form FD-258, Fingerprint Chart, with OPM's designation in the ORI Block; and

(3) Credit Release Authorization Form.

(e) Contracting Officer's Representative Responsibilities are:

(1) Coordinate submission of a proper investigative request package with the servicing Security

Officer, the Contracting Officer, and the contractor.

(2) Review the request package for completeness, ensuring that the subject of each package is

identified as a contract employee, the name of the contractor is identified, and that each package

clearly indicates the contract sensitivity designation.

(3) Send the request package to the servicing Security Officer for investigative processing.

(f) Servicing Security Officer Responsibilities are:

(1) Review the package for completeness.

(2) Ensure that the forms are complete and contain all the pertinent information necessary to

request the background investigation.

(3) Forward the request for investigation to the Defense Investigative Service Coordinating Office

(DISCO).

(4) Maintain records of contractor personnel in their units subject to the NISP.

(5) Ensure that all contractor personnel have been briefed on the appropriate procedures for

handling and safeguarding national security information.

(g) The contractor shall include the substance of this clause, including this paragraph, in all

subcontracts.

(End of clause)

1352.237-73 Foreign national visitor and guest access to departmental

resources.

As prescribed in 48 CFR 1337.110-70 (e), insert the following clause:

Foreign National Visitor and Guest Access to Departmental Resources (APR 2010)

(a) The contractor shall comply with the provisions of Department Administrative Order 207-12,

Foreign National Visitor and Guest Access Program; Bureau of Industry and Security Export

Administrative Regulations Part 734, and [insert operating unit counsel specific procedures]. The

contractor shall provide the Government with notice of foreign nationals requiring access to any

Department of Commerce facility or through a Department of Commerce IT system.

(b) The contractor shall identify each foreign national who requires access to any Departmental

resources, and shall provide all requested information in writing to the Contracting Officer's

Representative.

subcontracts.

(End of clause)

1352.237-74 Progress reports.

As prescribed in 48 CFR 1337.110-71(a), insert the following clause:

Progress Reports (APR 2010)

The contractor shall submit, to the Government, a progress report every ________ [insert time period]

month(s) after the effective date of the contract, and every ________________ [insert time period]

thereafter during the period of performance. The contractor shall deliver progress reports that

summarize the work completed during the performance period, the work forecast for the following

period, and state the names, titles and number of hours expended for each of the contractor's

professional personnel assigned to the contract, including officials of the contractor. The report shall

also include any additional information - including findings and recommendations - that may assist

the Government in evaluating progress under this contract. The first report shall include a detailed

work outline of the project and the contractor's planned phasing of work by reporting period.

(End of clause)

1352.237-75 Key personnel.

As prescribed in 48 CFR 1337.110-71(b), insert the following clause:

Key Personnel (APR 2010)

(a) The contractor shall assign to this contract the following key personnel:

(Name) (Position Title)

(b) The contractor shall obtain the consent of the Contracting Officer prior to making key personnel

substitutions. Replacements for key personnel must possess qualifications equal to or exceeding the

qualifications of the personnel being replaced, unless an exception is approved by the Contracting

Officer.

working days prior to making any permanent substitutions. The request should contain a detailed

explanation of the circumstances necessitating the proposed substitutions, complete resumes for the

proposed substitutes, and any additional information requested by the Contracting Officer. The

Contracting Officer will notify the contractor within 10 working days after receipt of all required

information of the decision on substitutions. The contract will be modified to reflect any approved

changes.

(End of clause)

1352.239-70 Software license addendum.

As prescribed in 48 CFR 1339.107, insert the following clause:

Software License Addendum (APR 2010)

(a) This Addendum incorporates certain terms and conditions relating to Federal procurement

actions. The terms and conditions of this Addendum take precedence over the terms and conditions

contained in any license agreement or other contract documents entered into between the parties.

(b) Governing Law: Federal procurement law and regulations, including the Contract Disputes Act,

41 U.S.C. Section 601 et. seq., and the Federal Acquisition Regulation (FAR), govern the agreement

between the parties. Litigation arising out of this contract may be filed only in those fora that have

jurisdiction over Federal procurement matters.

under this contract only pursuant to the Equal Access in Justice Act, 5 U.S.C. Section 504.

(d) No Indemnification: The Federal government will not be liable for any claim for indemnification;

such payments may violate the Anti-Deficiency Act, 31 U.S.C. Section 1341(a).

(e) Assignment: Payments may only be assigned in accordance with the Assignment of Claims Act,

31 U.S.C. Section 3727, and FAR Subpart 32.8, “Assignment of Claims.”

(f) Invoices: Invoices will be handled in accordance with the Prompt Payment Act (31 U.S.C. Section

3903) and Office of Management and Budget (OMB) Circular A-125, Prompt Payment.

(g) Patent and Copyright Infringement: Patent or copyright infringement suits brought against the

United States as a party may only be defended by the U.S. Department of Justice (28 U.S.C. Section

516).

(h) Renewal of Support after Expiration of this Award: Service will not automatically renew after

expiration of the initial term of this agreement.

(i) Renewal may only occur in accord with

(1) the mutual agreement of the parties; or (2) an option renewal clause allowing the Government to

unilaterally exercise one or more options to extend the term of the agreement.

(End of clause)

1352.239-71 Electronic and information technology.

As prescribed in 48 CFR 1339.270(a), insert the following provision:

Electronic and Information Technology (APR 2010)

(a) To be considered eligible for award, offerors must propose electronic and information technology

(EIT) that meet the applicable Access Board accessibility standards at 36 CFR 1194 designated

below:

______ 1194.21 Software applications and operating systems

______ 1194.22 Web-based intranet and internet information and applications

______ 1194.23 Telecommunications products

______ 1194.24 Video and multimedia products

______ 1194.25 Self-contained, closed products

______ 1194.26 Desktop and portable computers

______ 1194.31 Functional performance criteria

______ 1194.41 Information, documentation and support

(b) The standards do not require the installation of specific accessibility-related software or the

attachment of an assistive technology device, but merely require that the EIT be compatible with

such software and devices so that it can be made accessible if so required by the agency in the

future.

Such offers will be considered to have met the provisions of the Access Board standards for the

feature or components providing equivalent facilitation. If none of the offers that meet all applicable

provisions of the standards could be accepted without imposing an undue burden on the agency or

component, or if none of the offerors propose products or services that fully meet all of the

applicable Access Board's provisions, those offerors whose products or services meet some of the

applicable provisions will be considered eligible for award. Awards will not be made to an offeror

meeting all or some of the applicable Access Board provisions if award would impose an undue

burden upon the agency.

(d) Offerors must submit representation information concerning their products by completing the

VPAT template at http://www.Section508.gov.

(End of clause)

1352.239-72 Security requirements for information technology resources.

As prescribed in 48 CFR 1339.270(b), insert the following clause:

Security Requirements for Information Technology Resources (APR 2010)

(a) Applicability. This clause is applicable to all contracts that require contractor electronic access to

Department of Commerce sensitive non-national security or national security information contained

in systems, or administrative control of systems by a contractor that process or store information

that directly supports the mission of the Agency.

(b) Definitions. For purposes of this clause, the term “Sensitive” is defined by the guidance set forth

in the Computer Security Act of 1987 (Pub. L. 100-235), including the following definition of the

term:

(1) Sensitive information is “ * * * any information, the loss, misuse, or unauthorized access to, or

modification of which could adversely affect the national interest or the, conduct of Federal

programs, or the privacy to which individuals are entitled under section 552a of title 5, United

States Code (The Privacy Act), but which has not been specifically authorized under criteria

established by an Executive Order or an Act of Congress to be kept secret in the interest of national

defense or foreign policy.”

(2) For purposes of this clause, the term “National Security” is defined by the guidance set forth in:

(i) The DOC IT Security Program Policy and Minimum Implementation Standards, Section 4.3.

(ii) The DOC Security Manual, Chapter 18.

(iii) Executive Order 12958, as amended, Classified National Security Information. Classified or

national security information is information that has been specifically authorized to be protected

from unauthorized disclosure in the interest of national defense or foreign policy under an Executive

Order or Act of Congress.

(3) Information technology resources include, but are not limited to, hardware, application software,

system software, and information (data). Information technology services include, but are not limited

to, the management, operation (including input, processing, transmission, and output), maintenance,

programming, and system administration of computer systems, networks, and telecommunications

systems.

to reasonably prevent the compromise of DOC IT resources for all of the contractor's systems that

are interconnected with a DOC network or DOC systems that are operated by the contractor.

(d) All contractor personnel performing under this contract and contractor equipment used to

process or store DOC data, or to connect to DOC networks, must comply with the requirements

contained in the DOC Information Technology Management Handbook (see DOC, Office of the Chief

Information Officer Web site), or equivalent/more specific agency or operating unit counsel guidance

as specified immediately hereafter [insert agency or operating unit counsel specific guidance, if

applicable].

(e) Contractor personnel requiring a user account for access to systems operated by the contractor

for DOC or interconnected to a DOC network to perform contract services shall be screened at an

appropriate level in accordance with Commerce Acquisition Manual 1337.70, Security Processing

Requirements for Service Contracts.

(f) Within 5 days after contract award, the contractor shall certify in writing to the COR that its

employees, in performance of the contract, have completed initial IT security orientation training in

DOC IT Security policies, procedures, computer ethics, and best practices, in accordance with DOC

IT Security Program Policy, chapter 15, section 15.3. The COR will inform the contractor of any

other available DOC training resources. Annually thereafter the contractor shall certify in writing to

the COR that its employees, in performance of the contract, have completed annual refresher

training as required by section 15.4 of the DOC IT Security Program Policy.

(g) Within 5 days of contract award, the contractor shall provide the COR with signed

acknowledgement of the provisions as contained in Commerce Acquisition Regulation (CAR),

1352.209-72, Restrictions Against Disclosures.

(h) The contractor shall afford DOC, including the Office of Inspector General, access to the

contractor's and subcontractor's facilities, installations, operations, documentation, databases, and

personnel used in performance of the contract. Access shall be provided to the extent required to

carry out a program of IT inspection, investigation, and audit to safeguard against threats and

hazards to the integrity, availability, and confidentiality of DOC data or to the function of computer

systems operated on behalf of DOC, and to preserve evidence of computer crime.

(i) For all contractor-owned systems for which performance of the contract requires interconnection

with a DOC network on which DOC data will be stored or processed, the contractor shall provide,

implement, and maintain a System Accreditation Package in accordance with the DOC IT Security

Program Policy. Specifically, the contractor shall:

(1) Within 14 days after contract award, submit for DOC approval a System Certification Work Plan,

including project management information (at a minimum the tasks, resources, and milestones) for

the certification effort, in accordance with DOC IT Security Program Policy and [Insert agency or

operating unit counsel specific guidance, if applicable]. The Certification Work Plan, approved by the

COR, in consultation with the DOC IT Security Officer, or Agency/operating unit counsel IT Security

Manager/Officer, shall be incorporated as part of the contract and used by the COR to monitor

performance of certification activities by the contractor of the system that will process DOC data or

connect to DOC networks. Failure to submit and receive approval of the Certification Work Plan may

result in termination of the contract.

(2) Upon approval, follow the work plan schedule to complete system certification activities in

accordance with DOC IT Security Program Policy Section 6.2, and provide the COR with the

completed System Security Plan and Certification Documentation Package portions of the System

Accreditation Package for approval and system accreditation by an appointed DOC official.

(3) Upon receipt of the Security Assessment Report and Authorizing Official's written accreditation

decision from the COR, maintain the approved level of system security as documented in the

Security Accreditation Package, and assist the COR in annual assessments of control effectiveness in

accordance with DOC IT Security Program Policy, Section 6.3.1.1.

(j) The contractor shall incorporate this clause in all subcontracts that meet the conditions in

paragraph (a) of this clause.

(End of clause)

1352.242-70 Postaward conference.

As prescribed in 48 CFR 1342.503-70, insert the following provision:

Postaward Conference (APR 2010)

A postaward conference with the successful offeror may be required. If required, the Contracting

Officer will contact the contractor within 10 days of contract award to arrange the conference.

(End of clause)

1352.245-70 Government furnished property.

As prescribed in 48 CFR 1345.107-70, insert the following clause:

Government Furnished Property (APR 2010)

The Government will provide the following item(s) of Government property to the contractor . The

contractor shall be accountable for, and have stewardship of, the property in the performance of this

contract. This property shall be used and maintained by the contractor in accordance with provisions

of the “Government Property” clause included in this contract.

Item No. Description Quantity Delivery date

Property/Tag No. (if

applicable)

(End of clause)

1352.246-70 Place of acceptance.

As prescribed in 1346.503, insert the following clause:

Place of Acceptance (APR 2010)

(a) The Contracting Officer or the duly authorized representative will accept supplies and services to

be provided under this contract.

(b) The place of acceptance will be:

(End of clause)

1352.270-70 Period of performance.

As prescribed in 48 CFR 1370.101, insert the following clause:

Period of Performance (APR 2010)

(a) The base period of performance of this contract is from ________ through ________. If an option is

exercised, the period of performance shall be extended through the end of that option period.

(b) The option periods that may be exercised are as follows:

Period Start date End date

Option I

Option II

Option III

Option IV

(End of clause)

1352.270-71 Pre-bid/pre-proposal conference and site visit.

As prescribed in 48 CFR 1370.102, insert the following provision:

Pre-Bid/Pre-Proposal Conference and Site Visit (APR 2010)

(a) The Government is planning a pre-proposal conference, during which potential contractors may

obtain a better understanding of the work required.

(b) Offerors are encouraged to submit all questions in writing at least [____] days prior to the

conference. Questions will be considered at any time prior to, or during, the conference; however,

offerors will be asked to confirm verbal questions in writing. Subsequent to the conference, an

amendment to the solicitation containing an abstract of the questions and the Government's

answers, and a list of attendees, will be made publicly available.

Standard Form [__] of this solicitation to make arrangements for security processing for entry of

attendees into the Government facility.

(d) In no event shall failure to attend the pre-proposal conference constitute grounds supporting a

protest or contract claim.

(e) Offerors are cautioned that, notwithstanding any remarks, clarifications, or responses provided

at the conference, all terms and conditions of the solicitation remain unchanged unless they are

changed by written amendment. It is the responsibility of each offeror, prior to submitting a

proposal, to seek clarification of any perceived ambiguity in the solicitation or created by an

amendment of the solicitation.

(f) The pre-proposal conference will be held:

Date:

Time:

Location:

(g) During the conference, an opportunity to visit the site of the work, and, if applicable, inspect

equipment on which maintenance or repairs are to be performed will be offered to attendees.

(h) Offerors are expected to satisfy themselves regarding all conditions that may affect the work

required or the cost of contract performance. In no event shall failure to inspect the site and/or

equipment constitute grounds for any protest or contract claim.

(End of clause)

1352.271-70 Inspection and manner of doing work.

As prescribed in 48 CFR 1371.101, insert the following clause:

Inspection and Manner of Doing Work (APR 2010)

(a) All work and material shall be subject to the approval of the Contracting Officer or duly

authorized representative. Work shall be performed in accordance with the plans and specifications

of this contract as modified by any contract modification.

(b) Unless otherwise specifically provided for in the contract, all operational practices of the

contractor and all workmanship and material, equipment and articles used in the performance of

work shall be in accordance with American Bureau of Shipping “Rules for Building and Classing

Steel Vessels”, U.S. Coast Guard Marine Engineering Regulations and Material Specifications (46

CFR Subchapter F), U.S. Coast Guard Electrical Engineering Regulations (46 CFR Subchapter J),

and U.S. Public Health Service “Handbook on Sanitation of Vessel Construction”, in effect at the

time of the contract award; and the best commercial maritime practices, except where military

specifications are specified, in which case such standards of material and workmanship shall be

followed.

contractor's performance of the work to determine their quality and suitability for the purpose

intended and compliance with the contract. In case any material or workmanship furnished by the

contractor is found to be defective prior to redelivery of the vessel, or not in accordance with the

requirements of the contract, the Government shall have the right prior to redelivery of the vessel to

reject such material or workmanship, and to require its correction or replacement by the contractor

at the contractor's cost and expense. This Government right is in addition to its rights under any

Guarantee clause in this contract. If the contractor fails to proceed promptly with the replacement

or correction of such material or workmanship, as required by the Contracting Officer, the

Government may, by contract or otherwise, replace or correct such material or workmanship and

charge to the contractor the excess cost to the Government. The contractor shall provide and

maintain an inspection system acceptable to the Government covering the work specified in the

contract. Records of all inspection work by the contractor shall be kept complete and available to the

Government during the performance of the contract and for a period of two (2) years after delivery

of the vessel to the Government.

(d) No welding, including tack welding and brazing, shall be permitted in connection with repairs,

completions, alterations, or addition to hulls, machinery or components of vessels unless the welder

is, at the time, qualified to the standards established by the U.S. Coast Guard, the American Bureau

of Shipping, or the Department of the Navy. The welder's qualifications shall be appropriate for the

particular service application, filler material type, position of welding, and welding process involved

in the work being undertaken. A welder may be required to re-qualify if the Contracting Officer

believes there is a reasonable doubt concerning the welder's ability. Welders' qualifications for this

purpose shall be governed by the U.S. Coast Guard Marine Engineering Regulations and Material

Specifications (46 CFR Subchapter F). When a welding process other than manual shielded arc is

proposed or required, the contractor or fabricator shall submit procedure qualification tests for

approval prior to production welding. Procedure qualification tests shall be conducted in accordance

with the United States Coast Guard Marine Engineering Regulations and Material Specifications (46

CFR Subchapter F).

(e) The contractor shall exercise reasonable care to protect the vessel from fire, and the contractor

shall maintain a reasonable system of inspection over the activities of welders, burners, riveters,

painters, plumbers and similar workers, particularly where such activities are undertaken in the

vicinity of the vessel's fuel oil tanks, magazines or storerooms containing flammable material. A

reasonable number of hose lines shall be maintained by the contractor ready for immediate use on

the vessel at all times while the vessel is berthed alongside the contractor's pier or in dry dock or on

a marine railway. All tanks or bilge areas under alteration or repair shall be cleaned, washed, and

steamed out or otherwise made safe by the contractor if and to the extent necessary as required by

good marine practice or by current Occupational Safety and Health Administration regulations. The

Contracting Officer's Representative (COR) shall be furnished with a “gas free” or “safe for hot

work” or “safe for workers” certificate before any hot work or entry is done. Unless otherwise

provided in this contract, the contractor shall at all times maintain a reasonable fire watch about the

vessel, including a fire watch on the vessel while work is being performed thereon.

(f) The contractor shall place proper safeguards and/or effect such safety precautions as necessary,

including suitable and sufficient lighting, for the prevention of accidents or injury to persons or

property during the prosecution of work under this contract and/or from time of receipt of the vessel

until acceptance by the Government of the work performed.

(g) Except as otherwise provided in this contract, when the vessel is in the custody of the contractor

or in dry dock or on a marine railway and the temperature becomes as low as 35 degrees

Fahrenheit, the contractor shall keep all pipelines, fixtures, traps, tanks, and other receptacles on

the vessel drained to avoid damage from freezing, or if this is not practicable, the vessel shall be

kept heated to prevent such damage. The vessel's stern tube and propeller hubs shall be protected

from frost damage by applied heat through the use of a salamander or other proper means, as

approved by the COR.

(h) Whenever practicable, the work shall be performed in a manner which does not interfere with

the berthing and messing of personnel attached to the vessel. The contractor shall ensure that

assigned personnel have access to the vessel at all times. It is understood that such personnel will

not interfere with the work or the contractor's workers.

(i) The Government does not guarantee the correctness of the dimensions, sizes, and shapes shown

in any sketches, drawings, plans or specifications prepared or furnished by the Government. Prior to

submitting an offer, it is the responsibility of the bidder/offeror to verify the dimensions, sizes, and

shapes in materials provided by the Government. Where practical, the Government will make the

vessel available for inspection prior to bid opening or the date for receipt of proposals. If the

contractor, as a result of inspection or otherwise, discovers any error in the sketches, drawings,

plans or specifications, it shall immediately inform the Contracting Officer of the error and proceed

in accord with instructions received from the Contracting Officer. The Government is not liable for

any claims or charges resulting from additional work performed by the contractor as a result of a

patent ambiguity in the sketches, drawings, plans or specifications that was not brought to the

attention of the Contracting Officer. The contractor shall be responsible for the correctness of the

shape, sizes and dimensions of parts furnished by the contractor under the contract.

(j) The contractor shall at all times keep the site of the work on the vessel free from accumulation of

waste material or rubbish caused by contractor employees or the work, and at the completion of the

work shall remove all rubbish from and about the site of the work and shall leave the work and its

immediate vicinity “broom-clean” unless more exactly specified in this contract.

(k) While in drydock or on a marine railway, the contractor shall be responsible for the closing,

before the end of working hours, of all valves and openings upon which work is being done by its

workers when such closing is practicable. The contractor shall establish a list and keep the COR

cognizant of the closure status of all valves and openings upon which the contractor's workers have

been working.

(l) Without additional expense to the Government, the contractor shall employ specialty

subcontractors where required by the specifications or when necessary for satisfactory performance

of the work.

(m)

(1) Unless otherwise stated in the contract, the contractor shall notify the COR at least 72 hours in

advance:

(i) Prior to starting inspections or tests; and

(ii) When supplies will be ready for Government inspection.

(2) Such notification shall be provided either verbally or in writing at the discretion of the COR.

(End of clause)

1352.271-71 Method of payment and invoicing instructions for ship repair.

As prescribed in 48 CFR 1371.102, insert the following clause:

Method of Payment and Invoicing Instructions for Ship Repair (APR 2010)

(a) The Government will make payment under this contract based on a percentage of completion.

The contractor may invoice for the percentage completed for each work item as work progresses.

The amount invoiced shall be calculated based on prices stated in the Schedule, as follows: A work

item may not be invoiced until the percentage complete reaches 25 percent. Future invoices for that

work item have no limitation as to the percentage of completion required before invoicing, but in no

event may invoices be submitted more frequently than every 2 weeks, or for amounts less than

$10,000, unless it is the final payment. The minimum percentage of completion (25%) to be reached

prior to billing each work item may be waived by the Contracting Officer for large dollar work items

on a case-by-case basis.

(b) Invoices submitted by the contractor which are deemed not proper, in accordance with FAR

52.232-25, will be returned. Invoices shall include:

(1) Name and Address of the contractor;

(2) DUNS Number;

(3) Invoice Date;

(4) Contract Number/Modification Number;

(5) CLIN/Work Item Number, to include: Description, Quantity, Unit of Measure, Unit Price and

Extended Price;

(6) Shipping and Payment Terms; and,

(7) Contractor Point of Contact, including: Name, Title, Phone Number, and Mailing Address;

(8) The percentage of completion for each CLIN/work item identified;

(9) Name of the Contracting Officer ;

(10) Ship name;

(11) The overall percentage and dollar amount previously billed, currently billed and unbilled.

identify the modification authorizing the change, and the CLIN/Work Item associated with the

change.

(d) All items of work invoiced under this contract will be verified and confirmed by the Contracting

Officer's Representative as accurate and complete and approved by the designated billing office

before payment will be made.

(e) Mail the original invoice to:

[insert]

(f) The contractor's final invoice submitted under the contract must be marked as follows: “THIS

INVOICE CONSTITUTES THE FINAL INVOICE - UPON PAYMENT OF THIS INVOICE NO OTHER

MONIES ARE DUE UNDER CONTRACT NUMBER ________________.” (To be assigned at contract

award)

(End of clause)

1352.271-72 Additional Item Requirements (AIR) - growth work

As prescribed in 48 CFR 1371.103, insert the following clause:

Additional Item Requirements (Air) - Growth Work (APR 2010)

(a) This clause applies to Additional Item Requirements (AIR), also known as growth and emergent

work ordered by the Contracting Officer pursuant to the Changes - Ship Repair clause or mutually

agreed upon by the parties. The contractor shall perform AIR at the labor billing rates designated in

the Schedule, as described in paragraph (c) of this clause. The AIR handling fee designated in the

Schedule shall be the sole fee used for direct material purchases and subcontractor handling. The

estimated quantity of labor hours and handling fees represent the Government's best estimate for

growth that may be required throughout the contract performance period. All growth work shall be

paid at the prices stated in the Schedule.

(b) The contractor shall take into account the potential for ordering all estimated AIR quantities in

developing the Production Schedule. The ordering of any portion of the AIR quantities does not in

itself warrant an extension to the original contract completion date; however, for planning purposes,

the Government anticipates ordering AIR in accordance with the following schedule:

(1) No more than 75% of the hours during the first half of the contract period of performance.

(2) No more than 50% of the hours during the third quarter of the contract period of performance.

(3) No more than 30% of the hours during the fourth quarter of the contract period of performance.

include:

(1) Direct production labor hour functions only. Direct production labor hours are hours of skilled

labor at the journeyman level expended in direct production. Direct production is defined as work

performed by a qualified craftsman that is directly related to the alteration, modification, or repair of

the item or system identified as needing alteration, modification, or repair. The following functions

are identified as direct production: Abrasive Cleaning/Water Blasting, Tank Cleaning, Welding,

Burning, Brazing, Blacksmithing, Machining (inside and outside), Carpentry, Electrical/Electronic

Work, Crane Operation, Shipfitting, Lagging/Insulating, Painting, Boilermaking, Pipe Fitting,

Engineering (Production), Sheetmetal Work, Staging/Scaffolding, and Rigging.

(2) Non-production labor hours (whether charged directly or indirectly by contractor's accounting

system) shall be for labor in support of production functions. For purposes of this clause, support

functions are defined as functions that do not directly contribute to the alteration, modification, or

repair of the item or system identified as needing alteration, modification, or repair. Necessary

support functions should be priced into the burdened rate for production labor hours. Examples of

support functions include: Testing, Quality Assurance (inspection), Engineering (support), Planning

(including involvement of craft foreman/journeyman in planning a task), Estimating (including

determination of necessary materials and equipment needed to perform a task), Material Handling,

Set-up (moving tools and equipment from shop to ship to perform a task), Fire Watch, General Labor

(including general support of journeyman tasks), Cleaning (including debris pickup and removal),

Surveying, Security, Transportation, Supervision, and Lofting (sail/pattern making).

(d) Additional Item Requirements do not include replacement work performed pursuant to the

Inspection and Manner of Doing Work or Guarantees clauses.

(e) It is the Government's intention to award any growth work identified during the repair to the

contractor, if a fair and reasonable price can be negotiated for such work, based upon Schedule

rates. If a fair and reasonable price cannot be negotiated, the Government may, at its discretion,

obtain services outside of the contract. Such services may be performed while the ship is undergoing

repair in the contractor's facility pursuant to the Access to Vessels clause.

(f) The contractor shall submit to the Contracting Officer the following information in all AIR

proposals:

(1) Number of labor hours estimated; broken down by specific direct production labor category.

(2) Material estimates, individually broken out and priced. When requested by the Contracting

Officer, material quotes shall be provided.

(3) Subcontractor estimates, individually broken out and priced along with the actual subcontractor

quotes. The requirement to submit subcontractor quotes may be waived if deemed appropriate by

the Contracting Officer.

(4) Material/subcontractor handling fee and the basis for the fee.

(g) The contractor shall not be entitled to payment for any hours ordered pursuant to this clause

until such time as a written contract modification is executed.

(End of clause)

1352.271-73 Schedule of work.

As prescribed in 48 CFR 1371.104, insert the following clause.

Schedule of Work (APR 2010)

(a) Notwithstanding other requirements specified in this contract, the contractor shall provide to the

Contracting Officer and COR the following documents within five (5) working days of the vessel's

arrival at the contractor's facility:

(1) Production Schedule.

(2) Work Package Network.

(3) Total Manpower Loading Curve.

(4) Trade Manning Curves.

(5) Subcontracting List.

(b) The Production Schedule shall list the earliest, latest, and scheduled start and completion date

for each work item awarded and shall identify the critical path. The Work Package Network shall

show the work items, milestones, key events, and activities and shall clearly identify the critical

path. The Total Manpower Loading Curve shall show the required manning for the duration of the

contract. The Trade Manning Curves shall show the required manning for each trade for the

duration of the contract. The Subcontracting List shall show work items, milestones, key events, and

activities to be accomplished by subcontractors.

change order (contract modification), shall be added to the Production Schedule, Trade Manning

Curves, and Subcontracting List and submitted to the Contracting Officer and COR at each weekly

Progress Meeting. Any anticipated or unanticipated deviation (greater than five (5) calendar days)

from the Production Schedule shall be immediately brought to the attention of the Contracting

Officer and COR.

(d) Any unauthorized deviation in the Production Schedule which results in a delay in the completion

of work on a vessel past the established performance period completion date may entitle the

Government to remedies for late performance, including, but not limited to, liquidated damages.

(End of clause)

1352.271-74 Foreseeable cost factors pertaining to different shipyard

locations.

As prescribed in 48 CFR 1371.105, insert the following provision:

Foreseeable Cost Factors Pertaining to Different Shipyard Locations (APR 2010)

(a) The Contracting Officer will evaluate certain foreseeable costs that will vary with the location of

the commercial shipyard to be used by bidders/offerors under this solicitation. Costs will be

calculated based on the bidder's/offeror's shipyard location and these costs will be added, for the

purposes of evaluation only, to the bidder's/offeror's overall price.

(b) These elements of foreseeable costs consist of the following:

(1) Vessel Transit:

(i) Vessel delivery costs will be based on one round trip from the vessel's homeport of

________________ to the contractor's facility at a cruising speed of ____ knots. Distances will be based

on the NOAA publication, “Distance Between U.S. Ports”.

(ii) Daily vessel operational cost to navigate the vessel between its homeport and the contractor's

offered place of performance is $________ per day. The number of days to transit to the contractor's

offered place of performance from the vessel's homeport will be multiplied by the per-day

operational cost.

(iii) No operational costs will be applied if the ship can be delivered to the contractor's facility from

its homeport within eight (8) hours port-to-port. If the delivery time exceeds eight (8) hours, but is

less than 24 hours, it will be considered one full day. Any fraction of subsequent day(s) will be

considered as a full day.

(2) Shore Leave Costs: If the contractor's facility is outside of a 50-mile radius of the vessel's

homeport -

(i) An assessment of $________ for each 15-day period or portion thereof, beginning with the vessel's

departure from the homeport and concluding with the vessel's return to homeport.

(ii) There will be an additional transportation cost for ______ vessel crew members for one (1) round

trip(s) between the contractor's offered place of performance and the vessel's homeport at the cost

of coach-type airfare.

(3) Travel and Per Diem Costs: If the contractor's facility is outside of a 50-mile radius of the vessel's

homeport -

(i) There will be a transportation cost for one (1) Contracting Officer's Representative (COR) for ____

round trip(s) between the contractor's offered place of performance and the COR's official duty

station at the cost of coach-type airfare.

(ii) There will be a per diem expense for ____ calendar days to support one (1) COR while in the city

of the place of contract performance, to be determined in accordance with the Joint Federal Travel

Regulations (JFTR). The cost of car rental for the estimated performance period will also be

included.

(iii) There will be a transportation cost for one (1) Contracting Officer for ____ round trip(s) between

the Contracting Officer's official duty station and the contractor's offered place of performance at

the cost of coach-type airfare, plus per diem expenses and a rental car.

(End of clause)

1352.271-75 Delivery and shifting of the vessel.

As prescribed in 48 CFR 1371.106, insert the following clause:

Delivery and Shifting of the Vessel (APR 2010)

(a) The Government shall deliver the vessel to the contractor, at the location specified in the

contract.

(b) Whether the specified location of performance is the contractor's own facility or any other

authorized facility, it shall be understood to mean the fairway of the facility. The contractor shall

provide necessary tugs and pilot services to move the vessel from the fairway to the pier or dock,

and, upon completion of all work, from the pier or dock to the fairway of the facility.

incidental to the work specified in the contract shall be furnished by the contractor without

additional charge to the Government.

(End of clause)

1352.271-76 Performance.

As prescribed in 48 CFR 1371.107, insert the following clause:

Performance (APR 2010)

(a) The contractor shall not commence work until a notice to proceed has been issued by the

Contracting Officer.

(b) The Government shall deliver the vessel described in the contract at such time and location as

may be specified in the contract. Upon completion of the work, the Government shall accept delivery

of the vessel at such time and location as may be specified in the contract.

the contractor shall:

(1) Make available, at the facility, to personnel of the vessel while in drydock or on a marine railway,

sanitary facilities adequate for the number of personnel using them and acceptable to the

Contracting Officer;

(2) Supply and maintain, in such condition as the Contracting Officer may reasonably require,

suitable brows and gangways from the pier, drydock or marine railway to the vessel;

(3) Perform, or pay the cost of, any repair, reconditioning or replacement made necessary as the

result of the use by the contractor of any of the vessel's machinery, equipment or fittings, including,

but not limited to, winches, pumps, riggings, or pipe lines; and

(4) Furnish suitable offices, office equipment and telephones at or near the site of the work as the

Contracting Officer reasonably requires for personnel designated by the Government.

(d) Except as otherwise provided in the contract, the contractor shall furnish all necessary material,

labor, supervision, services, equipment, tools, supplies, power, accessories, facilities, and other

things and services necessary for accomplishing the work.

(e) The contractor shall conduct dock and sea trials of the vessel as required by the contract. Unless

otherwise expressly provided in the contract, during the conduct of these trials the vessel shall be

under the control of the vessel's commander and crew with representatives of the contractor and the

Government on board to determine whether the work provided by the contractor has been

satisfactorily performed. Dock and sea trials not specified which the contractor requires for its own

benefit shall not be undertaken by the contractor without prior notice to and approval of the

Contracting Officer; any such dock or sea trial shall be conducted at the risk and expense of the

contractor. The contractor shall provide and install all fittings and appliances which may be

necessary for the dock and sea trials to enable the representatives of the Government to determine

whether the requirements of the contract plans and specifications have been met. The contractor

shall also be responsible for the care, installation and removal of any instruments and apparatus

furnished by the Government for such trials.

(End of clause)

1352.271-77 Delays.

As prescribed in 48 CFR 1371.108, insert the following clause:

Delays (APR 2010)

When, during the performance of this contract, the contractor is required to delay the work on a

vessel temporarily, due to orders or actions of the Government respecting stoppage of work to

permit shifting the vessel, stoppage of hot work to permit bunkering, fueling, embarking or

debarking of passengers or loading or discharging of cargo, and the contractor is not given sufficient

advance notice or is otherwise unable to avoid incurring additional costs on account thereof, an

equitable adjustment may be made in the contract. Any such request for equitable adjustment shall

be asserted in writing as soon as practicable after the delay or disruption, but not later than the day

of final payment under the contract.

(End of clause)

1352.271-78 Minimization of delay due to Government furnished property.

As prescribed in 48 CFR 1371.109, insert the following clause:

Minimization of Delay Due to Government Furnished Property (APR 2010)

(a) In order to assure timely performance under this contract, it is imperative that delay in the

contract's performance period resulting from late, damaged, or unsuitable Government furnished

property be held to an absolute minimum. In order to achieve minimization of delay, it is agreed

that:

(1) Subject to adjustment as provided in paragraph (b) of this clause, the Government shall deliver

each item of Government furnished property to the contractor on or before the date specified in the

contract or, if later, in sufficient time for the contractor to meet the contract performance period.

(2) The Government may forego furnishing any item of Government property to the contractor. In

that event, the contractor shall prepare the vessel in terms of piping, wiring, structure, foundation,

ventilation, and any other pre-installation requirements of the item, so that the work on the vessel

may continue without delay and disruption resulting from the absence of the item. If the Government

does not furnish an item designated as Government furnished property, the contract price may be

adjusted accordingly.

(b) The delivery or performance dates for the supplies or services to be furnished by the contractor

under this contract are based upon the expectation that Government furnished property suitable for

use (except for such property furnished “as is”) will be delivered to the contractor at the time stated

in the specification or, if not so stated, in sufficient time to enable the contractor to meet such

delivery or performance dates. If the Government furnished property is not furnished in the time

stated in the contract, or, if a date is not specified, and the late delivery does not give the contractor

sufficient time to enable the contractor to meet required contract delivery or performance dates, the

contractor shall notify the Government in writing of the late delivery. Notification shall include cost

and schedule impacts, including delays and disruptions to schedules. This notification shall be

submitted as soon as practical or known.

exclusive remedies to the contractor resulting from delay in delivery of Government furnished

property or delivery of such property in a condition not suitable for its intended use.

(End of clause)

1352.271-79 Liability and insurance.

As prescribed in 48 CFR 1371.110, insert the following clause:

Liability and Insurance (APR 2010)

(a) The contractor shall exercise reasonable care and use its best efforts to prevent accidents, injury

or damage to all employees, persons and property, in and about the work, and to the vessel or part

thereof upon which work is done.

(b) The contractor shall be responsible for and make good at its own cost and expense any and all

loss of or damage of whatsoever nature to the vessel (or part thereof), its equipment, movable stores

and cargo, and Government-owned material and equipment for the repair, completion, alteration of

or addition to the vessel in the possession of the contractor, whether at the plant or elsewhere,

arising or growing out of the performance of the work, except where the contractor can affirmatively

show that such loss or damage was due to causes beyond the contractor's control, was proximately

caused by the fault or negligence of agents or employees of the Government, or which loss or

damage the contractor by exercise of reasonable care was unable to prevent. However, the

contractor shall not be responsible for any such loss or damage discovered after redelivery of the

vessel unless the loss or damage is discovered within 90 days after redelivery of the vessel and loss

or damage is affirmatively shown to be the result of the fault or negligence of the contractor. To

induce the contractor to perform the work for the compensation provided, it is specifically agreed

that the contractor's aggregate liability on account of loss of or damage to the vessel (or part

thereof), its equipment, movable stores and cargo and Government-owned materials and equipment,

shall in no event exceed the sum of $1,000,000.00. As to the contractor, the Government assumes

the risk of loss or damage to the Government-owned vessel (or part thereof), its equipment, movable

stores and cargo and said Government-owned materials and equipment in excess of $1,000,000.00.

This assumption of risk includes but is not limited to loss or damage from negligence of whatsoever

degree of the contractor's servants, employees, agents or subcontractors, but specifically excludes

loss or damage from willful misconduct or lack of good faith on the part of contractor's personnel,

who have supervision or direction of all or substantially all of the contractor's business, or all or

substantially all of the contractor's operation at any one plant. However, as to such risk assumed and

borne by the Government, the Government shall be subrogated to any claim, demand or cause of

action against third persons which exists in favor of the contractor, and the contractor shall, if

required, execute a formal assignment or transfer of claims, demands or causes of action. Nothing

contained in this paragraph shall create or give rise to any right, privilege or power in any person

except the contractor, nor shall any person (except the contractor) be or become entitled thereby to

proceed directly against the Government, or join the Government as a co-defendant in any action

against the contractor brought to determine the contractor's liability, or for any other purpose.

instrumentalities, and the vessel against all suits, actions, claims, costs or demands (including

without limitation, suits, actions, claims, costs or demands resulting from death, personal injury and

property damage) to which the Government, its agencies and instrumentalities, or the vessel may be

subject or put by reason of damage or injury (including death) to the property or person of anyone

other than the Government, its agencies, instrumentalities and personnel, or the vessel, arising or

resulting in whole or in part from the fault, negligence, wrongful act or wrongful omission of the

contractor, or any subcontractor, its or their servants, agents or employees; provided that the

contractor's obligation to indemnify under this paragraph (c) shall not exceed the sum of

$1,000,000.00 on account of any one accident or occurrence in respect of any one vessel. Such

indemnity shall include, without limitation, suits, actions, claims, costs or demands of any kind

whatsoever, resulting from death, personal injury or property damage occurring during the period of

performance of work on the vessel or within 90 days after redelivery of the vessel. Any new

equipment warranties that extend beyond the 90 days after redelivery of the vessel shall be assigned

to the Government upon redelivery of the vessel. With respect to any such suits, actions, claims,

costs or demands resulting from death, personal injury or property damage occurring after the

expiration of such period, the rights and liabilities of the Government and the contractor shall be as

determined by other provisions of this contract and by law; provided that such indemnity shall apply

to death occurring after such period which results from any personal injury received during the

period covered by the contractor's indemnity as provided herein.

(d) The contractor shall, at its own expense, procure, and thereafter maintain such casualty,

accident and liability insurance, in such forms and amounts as may be approved by the Contracting

Officer, insuring the performance of its obligations under paragraph (c) of this clause. In addition,

the contractor shall at its own expense procure and thereafter maintain such ship repairer's legal

liability insurance as may be necessary to insure the contractor against its liability as ship repairer

in the amount of $1,000,000.00, or the value of the vessel as determined by the Contracting Officer,

whichever is the lesser, with respect to each vessel on which work is performed. The contractor shall

cause the Government to be named as an additional insured under any and all liability insurance

policies, however, at the discretion of the Contracting Officer, such insurance need not be procured

whenever the job order requires work on parts of a vessel only and the work is to be performed at a

plant other than the site of the vessel. Further, the contractor shall procure and maintain in force

Worker's Compensation Insurance (or its equivalent) covering its employees engaged in the work

and shall ensure the procurement and maintenance of such insurance by all subcontractors engaged

in the work. The contractor shall provide evidence of insurance as required by the Government.

(e) The contractor shall receive no allowance in the contract price for inclusion of any premium

expense or charge for any reserve made on account of self-insurance for coverage against any risk

assumed by the Government under this clause.

(f) As soon as practicable after the occurrence of any loss or damage, the risk of which the

Government has assumed, written notice of the damage shall be given by the contractor to the

Contracting Officer. The notice shall contain full particulars of the loss or damage. If claim is made

or suit is brought thereafter against the contractor as the result or because of such event, the

contractor shall immediately deliver to the Government every demand, notice, summons or other

process received by it or its representatives. The contractor shall cooperate with the Government,

and, upon the Government's request, shall assist in effecting settlements, securing and giving

evidence; obtaining the attendance of witnesses, and other assistance required in the conduct of

suits. The Government shall pay to the contractor the expense, other than the cost of maintaining

the contractor's usual organization, incurred in this assistance. Except at its own cost, the contractor

shall not voluntarily make any payment, assume any obligation or incur any expense not imperative

for the protection of the vessel or vessels at the time of the event.

(End of clause)

1352.271-80 Title.

As prescribed in 48 CFR 1371.111, insert the following clause:

Title (APR 2010)

(a) Title to all materials and equipment acquired, produced for, or allocated to the performance of

this contract and incorporated in or placed on the vessel or any part thereof, shall vest in the

Government.

(b) The contractor shall assume, without limitation, the risk of loss for any contractor-furnished

materials and equipment until final acceptance by the Government of work performed under the

contract.

(End of clause)

1352.271-81 Discharge of liens.

As prescribed in 48 CFR 1371.112, insert the following clause:

Discharge of Liens (APR 2010)

The contractor shall immediately discharge or cause to be discharged any lien or right in rem of any

kind, other than in favor of the Government, which at any time exists or arises in connection with

work done or materials furnished under the contract. If any such lien or right in rem is not

immediately discharged, the Government may discharge or cause to be discharged such lien or right

at the expense of the contractor.

(End of clause)

1352.271-82 Department of Labor occupational safety and health standards

for ship repair.

As prescribed in 48 CFR 1371.113, insert the following clause:

Department of Labor Occupational Safety and Health Standards for Ship Repair (APR 2010)

The contractor, in performance of all work under the contract, shall comply with the requirements of

29 CFR 1910.15. Nothing contained in this contract shall be construed as relieving the contractor

from any obligations which it may have for compliance with the aforesaid regulations.

(End of clause)

1352.271-83 Government review, comment, acceptance and approval.

As prescribed in 48 CFR 1371.114, insert the following clause:

Government Review, Comment, Acceptance and Approval (APR 2010)

(a) Documentation, including drawings and other engineering products and reports, required by the

contract to be submitted for review, comment, acceptance or approval will be acted upon by the

Government within 30 calendar days after receipt by the Government, unless another period of time

is specified.

(b) The Government shall respond to Condition Reports, as defined in the Specifications, within five

(5) working days, unless the Government notifies the contractor that a longer period of time will be

required. If the contractor requests a response in less than five (5) working days, the Government

will attempt to accommodate the request, but does not guarantee a response in less than the time

limits stated above.

and applicable specifications shall not relieve the contractor of its obligation to comply with the

specifications and with all other requirements of the contract, nor shall it impose upon the

Government any liability it would not have had in the absence of such review, comment and

acceptance or approval.

(End of clause)

1352.271-84 Access to the vessel.

As prescribed in 48 CFR 1371.115, insert the following clause:

Access to the Vessel (APR 2010)

(a) As authorized by the Contracting Officer, a reasonable number of officers, employees and

personnel designated by the Government, or representatives of other contractors and their

subcontractors shall have admission to the facility and access to the vessel at all reasonable times to

perform and fulfill their respective obligations to the Government on a noninterference basis. The

contractor shall make reasonable arrangements to provide access for these personnel to office

space, work areas, storage or shop areas, and other facilities and services reasonable and necessary

to perform their duties. All such personnel shall comply with contractor rules and regulations

governing personnel at its shipyard, including those regarding safety and security.

(b) The contractor further agrees to allow a reasonable number of officers, employees, and

designated personnel of offerors on other contemplated work, the same privileges of admission to

the contractor's facility and access to the vessel(s) on a noninterference basis, subject to contractor

rules and regulations governing personnel in its shipyard, including those regarding safety and

security.

(End of clause)

1352.271-85 Documentation of requests for equitable adjustment.

As prescribed in 48 CFR 1371.116, insert the following clause:

Documentation of Requests for Equitable Adjustment (APR 2010)

(a) For the purpose of this clause, the term “change” includes not only a change made pursuant to a

written order designated as a “change order,” but also any act or omission to act on the part of the

Government where a request is made for equitable adjustment.

(b) Whenever the contractor requests or proposes an equitable adjustment to the contract price for a

change or an act or omission on the part of the Government, the request shall include a breakdown

of the price adjustment in such form and supported by such reasonable detail as the Contracting

Officer may request. As a minimum, the contractor shall provide a breakdown of direct labor hours,

labor dollars, overhead, material, subcontracts, contingencies and profit for each change and a

justification for any extension of the delivery date.

gross (aggregate increases and/or decreases) for a change made pursuant to a written order

designated as a “change order,” or whenever the contractor requests an equitable adjustment in any

amount for any other act or omission to act on the part of the Government, the proposal supporting

such request shall contain the following information for each individual item or element of the

request:

(1) A description of the unperformed work required by the contract before the change which has

been deleted by the change and the work deleted by the change that already has been completed in

whole or in part. The description shall include a list of components, equipment, and other

identifiable property involved. Also, the status of manufacture, procurement, or installation of such

property shall be indicated. A separate description shall be furnished for design and production

work. Items of raw material, purchased parts, components, and other identifiable hardware which

are made excess by the change, and which are not to be retained by the contractor, are to be listed

for later disposition;

(2) A description of the work necessary to undo work already completed which has been deleted by

the change;

(3) A description of the work substituted or added by the change that was not required by the terms

of the contract before the change. A list of components and equipment (not bulk material or items)

involved should be included. A separate description shall be furnished for design work and

production work;

(4) A description of any interference or inefficiency encountered in performing the change;

(5) A description of disruption attributable solely to the change, which shall include the following

information:

(i) A specific description of each element of disruption which states how the work has been, or will

be, disrupted;

(ii) The calendar time period when disruption occurred, or will occur, illustrated via critical path

analysis;

(iii) The area(s) aboard ship where disruption occurred, or will occur;

(iv) The trade(s) disrupted, with a breakdown of man-hours for each trade;

(v) The scheduling of trades before, during, and after the period of disruption;

(vi) A description of measures taken to lessen the disruptive effect of the change.

(6) The delay in delivery attributable solely to the change;

(7) A description of other work attributed to the change;

(8) A narrative statement of the direct causal relationship between any alleged Government act or

omission and the claimed result, cross-referenced to the detailed information required above; and

(9) A statement setting forth a comparative enumeration of the amounts “budgeted” for the cost

elements, including the materials cost, labor hours, and indirect costs pertinent to the change

estimated by the contractor in preparing its proposal(s) for this contract, and the amounts claimed

to have been incurred, or projected to be incurred, corresponding to each such “budgeted cost”

element.

(10) At the time of agreement upon the price of the equitable adjustment, the contractor shall submit

a signed Certificate of Current Cost or Pricing Data.

(d) Pending execution of a bilateral agreement or the direction of the Contracting Officer pursuant

to the Changes clause, the contractor shall proceed diligently with contract performance without

regard to the effect of any such proposed change.

(End of clause)

1352.271-86 Lay days.

As prescribed in 48 CFR 1371.117, insert the following clause:

Lay Days (APR 2010)

(a) A lay day is defined as an additional day on dry dock or marine railway caused by a Government-

issued change. Reimbursement for lay days shall be paid at the rate stated in the Schedule.

(b) No amount for lay day time shall be paid until all contract line items (including optional items)

that require drydocking of the vessel have been completed. Lay days for work ordered pursuant to

the Additional Item Requirements Clause shall not be compensable unless all dry dock work included

in the contract line items is complete.

when no work is performed by the contractor shall not be paid as lay day time. Days in which work is

performed that are considered normal “non-work” days (weekends or holidays) shall not be paid as

lay day time if the ship would have otherwise been in dry dock.

(d) Payment of lay day time shall constitute complete compensation for all costs associated with lay

days except for costs directly related to the changed work.

(End of clause)

1352.271-87 Changes - ship repair.

As prescribed in 48 CFR 1371.118, insert the following clause:

Changes - Ship Repair (APR 2010)

(a) The Contracting Officer may, at any time, by written order, and without notice to the sureties, if

any, make changes within the general scope of this contract, in any one or more of the following:

(1) Drawings, designs, or specifications, when the supplies to be furnished are to be specially

manufactured for the Government in accordance with the drawings, designs, or specifications;

(2) Method of shipment or packing;

(3) Place of performance of the work;

(4) Time of commencement or completion of the work; and

(5) Other requirements within the general scope of the contract.

(b) If any such change causes an increase or decrease in the cost of, or the time required for,

performance of any part of the work under this contract, whether changed or not changed by the

order, the Contracting Officer shall make an equitable adjustment in the contract price, the delivery

schedule, or both, and shall modify the contract accordingly.

date of receipt of the written order. At the Contracting Officer's discretion, the 5-day period may be

shortened. However, if the Contracting Officer decides that the facts justify it, the Contracting

Officer may receive and act upon a proposal submitted before final payment of the contract.

(d) If the contractor's proposal includes the cost of property rendered obsolete or excess by the

change, the Contracting Officer shall have the right to prescribe the manner of the disposition of the

property.

(e) Failure to agree to any adjustment shall be a dispute under the Disputes clause. However,

nothing in this clause shall excuse the contractor from proceeding with the contract as changed.

(End of clause)

1352.271-88 Guarantees.

As prescribed in 48 CFR 1371.119, insert the following clause:

Guarantees (APR 2010)

(a) In the event any work performed or materials furnished by the contractor under this contract

prove defective or deficient within ____ days from the date of redelivery of the vessel, the contractor,

as directed by the Contracting Officer and at its own expense, shall correct and repair the deficiency

to the satisfaction of the Contracting Officer.

(b) The Government shall be entitled to rely upon any guarantee secured by the contractor or any

sub-contractor covering work done or materials furnished which exceeds the ____day period until its

expiration.

the vessel, the guarantee period shall run from the date of completion of such item.

(d) If and when practicable, the Government shall afford the contractor an opportunity to effect such

corrections and repairs.

(1) If the Contracting Officer determines it is impracticable or is otherwise not advisable to return

the vessel to the contractor, or the contractor fails to proceed promptly with any such repairs as

directed by the Contracting Officer, the Contracting Officer may direct that the repairs be

performed elsewhere, at the contractor's expense.

(2) Where corrections and repairs are to be made by other than the contractor due to nonreturn of

the vessel to the contractor, the contractor's liability may be discharged by an equitable deduction in

the price of the contract.

(e) The contractor's liability shall only extend for an additional ____ day guarantee period on those

defects or deficiencies which it corrected. However, this clause does not limit the responsibility or

relieve the liability of the contractor under the Liability and Insurance clause.

(f) At the Contracting Officer's option, defects and deficiencies may be left in their uncorrected

condition. In that event, the contractor and the Contracting Officer shall agree on an equitable

deduction in the contract price. Failure to agree upon an equitable reduction shall constitute a

dispute under the Disputes clause of this contract.

(g) The rights and remedies of the Government provided in this clause are in addition to and do not

limit any rights afforded to the Government by any other clause of the contract. If a defect or

deficiency that exists at the time of redelivery of the vessel was not discovered by a reasonable

inspection and is discovered after the expiration of the time frame stated in this clause, it is not

subject to the time limitations stated in this clause.

(End of clause)

1352.271-89 Temporary services.

As prescribed in 48 CFR 1371.120, insert the following clause:

Temporary Services (APR 2010)

(a) Temporary services are services incidental to the performance of work which are required in the

schedule or specifications to be provided by the contractor. Temporary services may include the

furnishing of water, electricity, telephone service, toilet facilities, garbage removal, office space,

parking places or similar facilities.

(b) If performance time is extended due to Government-caused delay, the contractor may request an

equitable adjustment for providing temporary services at the rate stated in the Schedule.

(End of clause)

1352.271-90 Insurance requirements.

As prescribed in 48 CFR 1371.121, insert the following clause:

Insurance Requirements (APR 2010)

(a) The contractor shall procure and thereafter maintain the following insurance:

(1) Ship contractor's legal liability insurance to insure the risks described in paragraph (b) of clause

1352.271-79. This insurance shall be for $1,000,000.00.

(2) Comprehensive general liability insurance and automobile insurance to insure the risks described

in paragraph (c) of clause 1352.271-79. This insurance shall be for $1,000,000.00 on account of any

one accident or occurrence with respect to each vessel, boat, and/or barge upon which work is

performed. The contractor shall cause the Government to be named as an additional insured under

any and all liability insurance policies.

(3) Full coverage in accordance with the State Worker's Compensation law; and

(4) Full coverage in accordance with the United States Longshoremen's and Harbor Worker's Act.

(b) As evidence that it has obtained the insurance specified in paragraph (a) of this clause, the

contractor shall furnish the Contracting Officer with a certificate or certificates executed by an

agent of the insurer authorized to execute such certificates. Such certificates shall be furnished

prior to commencement of the work. Each certificate shall state that (name of insurer) has insured

(name of contractor) awarded contract number ____________ for repair/alteration of (name of vessel)

in accordance with the Liability and Insurance clause and the Insurance Requirements clause

contained herein. Each certificate shall set forth that each policy of insurance represented thereby

will expire on (APR 2010) and that each such policy contains the following clause:

“It is agreed that in the event of cancellation or any material change in the policy adversely affecting

the interest of the Government in this insurance, 30 days prior written notice will be given to the

Contracting Officer.”

(End of clause)

Subpart 1352.3 - Provisions and Clauses Matrix

1352.301 Solicitation provisions and contract clauses (Matrix).