Subcontract Agreement - Computer Sciences Corp. and Ergo Systems
SUBCONTRACT AGREEMENT
Subcontract Number: S100522 Effective Date: 12/8/2003
BETWEEN
BUYER AND SELLER
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COMPUTER SCIENCES CORPORATION ERGO SYSTEMS
ENFORCEMENT, SECURITY & INTELLIGENCE DIVISION 90 GROVE ST
10530 ROSEHAVEN STREET, SUITE 500 SUITE 204
FAIRFAX, VA 22030 RIDGEFIELD, CT 06877
[ ] FFP [X] Time and Materials
[ ] Level of Effort [X] Task Assignments
[ ] Completion [ ] Letter Subcontract
[ ] Basic Ordering Agreement
Period of Performance: Date of award to September 24, 2004
Prime Contract Agency: Immigration and Naturalization Service (DOJ)
Prime Contract Number: COW-8-C-0051
Priority Rating: Unrated
F.O.B. Point: Per STO
Funding Not-to-Exceed Amount: $500,000.00
Part I. - THE SCHEDULE
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Section A. Subcontract Agreement (Face Page and Signature Page)
Section B. Supplies/Services and Price/Costs
Section C. Description/Specifications/Statement of Work (SOW)
Section D. Packaging and Marking
Section E. Inspection and Acceptance
Section F. Deliveries or Performance
Section G. Contract Administration
Section H. Special Contract Requirements
Part II.- CONTRACT CLAUSES
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Section I. Contract Clauses
Part III - LIST OF ATTACHMENTS
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Section J. List of Attachments
Part IV - REPRESENTATIONS
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Section K. Incorporation of Representations and Certifications
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SUBCONTRACT _S100522_______
SIGNATURE PAGE
This Subcontract Agreement may be referred to in this document as "Agreement",
"Contract," or "Subcontract." Any reference to CSC's contract with the
Government or other customer will be to the "prime contract."
IN WITNESS THEREOF, THE PARTIES HERETO HAVE EXECUTED THIS AGREEMENT AS OF THE
DATES SET FORTH BELOW.
COMPUTER SCIENCES CORPORATION ERGO SYSTEMS, INC.
By: __________________________________ By: _____________________________
Signature Date Signature Date
Typed Name: Michael Stevenson
Typed Name: Kenneth P. Ducey, Jr.
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Title: Senior Subcontracts Administrator Title: President/CFO
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PART 1 - THE SCHEDULE
SECTION B
SUPPLIES/SERVICES AND PRICES/COST
B.1 MINIMUM AND MAXIMUM AMOUNTS, INDEFINITE DELIVERY INDEFINITE QUANTITY
(a) This is an Indefinite Delivery Indefinite (a) Quantity (IDIQ)
subcontract utilizing Time and Materials (T&M) and Firm Fixed
Price (FFP) Subcontract Task Orders in accordance with FAR
16.5.
The use of a hybrid IDIQ subcontract will enable CSC to issue
task orders using a variety of contract types. CSC may issue
Subcontract Task Orders providing for one of the following
bases of compensation:
Time & Material (T&M)
Firm Fixed Price (FFP)
B.2 SUPPLIES/SERVICES AND PRICES/COSTS
(a) The Seller, acting as an independent contractor and not as an
agent of the Buyer, shall furnish all materials, personnel,
facilities, support and management necessary to provide the
supplies and services as set forth in accordance with the
Statement of Work and the Seller's rate proposal dated
12/03/2003, incorporated herein by reference.
(b) Statements of Work, specific periods of performance and
funding will be obligated via Subcontract Task Orders which
will be incorporated herein by modification(s) to this
subcontract in accordance with Section G.4, entitled
"Ordering".
(1) For T&M Subcontract Task Orders, the quantity of
hours ordered of each labor category will be
specified as deliverable hours billable at the rates
specified in this Subcontract Agreement. Profit on
travel and ODCs on T&M Subcontract Task Order is not
allowable. The cumulative extended total of all labor
categories ordered plus ODCs (if allowed) will define
the task order ceiling price. Any allowable ODCs will
be specified in the Subcontract Task Order. The Buyer
will not reimburse the Seller for costs incurred
beyond the ceiling price, for hours not delivered,
for hours delivered but in excess of the quantities
ordered for a particular labor category, or for
travel exceeding the estimated travel amount.
(2) For FFP Subcontract Task Orders, the quantity of each
item, or labor category ordered will be multiplied
against the price (rate) listed in the Subcontract
Task Order, and the cumulative extended total of all
items ordered will define the FFP for those items.
Any allowable ODCs will be specified in the
Subcontract Task Order. Partial payment of the
Subcontract Task Orders FFP may be negotiated based
on an attainment of progress milestones.
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(4) Based upon requirements items identified during
Subcontract Task Order preparation, Buyer shall be
responsible for purchasing and providing to the
Seller any tangible item (i.e., ODCs) required for
performance on this contract. The Seller will be
reimbursed only for those ODC items specified in the
Subcontract Task Order as reimbursable by the Buyer.
(c) The Seller's rates will be incorporated to each Task Order.
The Seller's rates are as follows:
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YEAR 1 Year 2**
(DOE*- (9/24/04-
LABOR CATEGORY 9/23/04) 12/31/04)
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CORPORATE TECHNICAL PLANNING MANAGER $ 88.41 $ 91.06
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ENGINEER TECHNICIAN $ 72.83 $ 75.01
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ENGINEER TECHNICIAN $ 72.83 $ 75.01
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*DOE - Date of Execution
** Year 2 rates include 3% escalation rate
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(d) The maintenance agreement terms shall remain in affect for the
length of the term.
B.3 VALUE
This Agreement is issued under Government Prime Contract number
COW-8-C-0051, with a DPAS Rating of: Unrated. For Government audit
purposes only, the value of this subcontract agreement is $500,000.00.
Subcontract Task Order(s) added by Modification(s) hereto will
authorize the billable funding (reference Section G.4, Ordering).
B.4 EXERCISE OF OPTIONS
This subcontract contains two (2) types of options: options to extend
the period of performance of the subcontract and options to increase
the quantity of labor hours available for each year of subcontract
performance. The Buyer may exercise the subcontract options for
extensions to the period of performance to the same extent that the
options of the prime contract are exercised.
In accordance with the provisions of the applicable FAR clauses
contained in this subcontract regarding the exercise of options, all
options will be exercised in writing through the issuance of
modifications to the subcontract signed by the Subcontract
Administrator. The increase quantity options (IQOs) are provided to
allow CSC to account for unforeseen increases in requirements above the
basic requirements of any subcontract year. The specific IQO may be
exercised during any particular year to increase the quantity for that
period; however, the IQO does not affect the period of performance of
the subcontract or the period in which the option was exercised.
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SECTION C
STATEMENT OF WORK
C.1 GENERAL STATEMENT OF WORK
The following Statement of Work documents are incorporated by reference
from the INS STARS RFP Documents. The scope of work noted in the
documents is general in nature to the INS STARS Program. The
subcontractor will be provided with specific Subcontractor Task Orders
by CSC to direct specific work in support of the General Statement of
Work. Attachment I of this document includes a detailed Subcontractor
Proposal for work that the subcontractor will provide.
(a) INS STARS General SOW Umbrella 7-2, dated July 2,
2001
C.2 MANAGEMENT AND ADMINISTRATION
The Buyer intends to manage all work assigned under the contract.
Therefore, the Seller will not generally submit subcontractor
management and administration costs. The Buyer expects there may be
certain Subcontract Task Orders that will require management efforts by
the Seller. In these cases, specified management and administration
requirements will be included in the Subcontract Task Order and priced
by the Seller.
C.3 ADDITIONAL EFFORTS
Subcontract Task Order Specific Statements of Work will be agreed upon
and incorporated into the subcontract through issuance of a CSC
Subcontracting Officer signed Subcontract Task Order or Subcontract
Modification. (Issuing an STO will not require a contract modification
unless the Subcontract Task Order causes the total cost of all
Subcontract Task Orders to exceed the current contracted value. The
Seller shall notify the Buyer when 75 percent (75%) of the subcontract
value has been reached.).
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SECTION D
PACKAGING AND MARKING
D.1 PACKAGING AND MARKING
All materials shipped or mailed under this contract shall be afforded
the degree of preservation, packaging, and packing required to prevent
deterioration and damage due to the hazards to which they may be
subjected during shipment, handling, and storage. All preservation,
packaging, and packing for shipment or mailing shall be in accordance
with good commercial practice and adequate to ensure acceptance by
common carrier and safe transportation at the most economical rate(s).
D.2 DELIVERABLES AND MARKING
The Seller shall mark all deliverables with the contract number; title
of the deliverable; date due; and preparer's name. In addition, when
applicable, the Seller shall mark the deliverables with the Subcontract
Task Order name/number; CSC Task Manager name; and the document status
as a draft, final, or update.
Additional deliverables marking information will be provided on the
Subcontract Task Order issued when applicable. For example, for the
shipment of prototype and pilot systems, the CSC will provide specific
packaging and delivery instructions as may be required to ensure the
safe shipment of the system.
D.3 SUBCONTRACTOR DOCUMENTATION AND OTHER DELIVERABLES
Due to the nature of the work to be performed under this subcontract, the
documents to be delivered include written reports, specifications, test
documentation, and in some instances, drawings or sketches. The Seller
shall establish and maintain a contract reporting and documentation
preparation process that provides the highest quality products in a
timely and cost effective manner. All documents produced under the
contract shall comply with Government guidelines, directives, and
standards, if applicable, or with industry standard reporting forms and
formats, as specified in
Subcontract Task Orders.
In addition to providing the services specified by Subcontract Task
Orders under this subcontract, the Seller may be required to submit
prototype hardware and software products, test and evaluation
equipment, and other development products. The Seller shall ensure that
all products are delivered with all associated components necessary to
render the product operational and with complete sets of documentation,
instructions, or other literature that may be specified in Subcontract
Task Orders.
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SECTION E
INSPECTION AND ACCEPTANCE
E.1 CLAUSES INCORPORATED BY REFERENCE
The following clauses are incorporated by reference in accordance with
the provisions of FAR Clause 52.252-2, Clauses Incorporated by
Reference (JUN 1988), contained in Section I of this contract.
FAR REFERENCE TITLE DATE
----------------------------- ------------------------------------------------ ----------------------------
52.246-4 Inspection of Services - Fixed Price AUG 1996
----------------------------- ------------------------------------------------ ----------------------------
52.246-5 Inspection of Services - Cost APR 1984
Reimbursement
----------------------------- ------------------------------------------------ ----------------------------
52.246-6 Inspection - Time-And-Material and JAN 1986
Labor-Hour
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E.2 INSPECTION AND ACCEPTANCE
CSC's Subcontract Technical Monitor (STM) will inspect and accept the
supplies and/or services to be provided under this subcontract.
Inspection and acceptance will be performed as stated in the issued
Subcontract Task Order(s) and at the time(s) and location(s) identified
in the Subcontract Task Order(s).
Deliverables are assumed accepted unless rejected, in writing, within
thirty (30) calendar days of receipt unless stated differently in a
Subcontract Task Order. Those deliverables requiring acceptance
testing, as described in the Subcontract Task Order, will have an
acceptance/rejection period of ninety (90) calendar days from receipt
of the deliverable, unless the period is stated otherwise in the
Subcontract Task Order.
Rejection of deliverables will be in writing and will be received by
the Seller within the acceptance/rejection period, as described above,
unless stated otherwise in the Subcontract Task Order. If a deliverable
is rejected, the Seller shall make all appropriate corrections within
14 calendar days from receipt of written notification and will resubmit
to the Buyer for approval. If corrections are estimated to require more
than 14 calendar days, the Seller shall deliver a corrective action
plan within seven (7) calendar days from receipt of written
notifications of rejection. The plan shall clearly describe the
corrective actions to be taken and the proposed schedule for
accomplishing the actions. . When the same deliverable is rejected
three (3) times, the Buyer may terminate the particular task order for
default.
E.3 INSPECTION SYSTEM - SUBCONTRACT
Per FAR 46.105, The Buyer shall hold the Seller to the same standards
of performance as required for Buyer's performance under the prime
contract. The Seller shall adhere to the Buyer's work process and work
management process as outlined in Sections G and H.
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E.4 PERFORMANCE MEASURES
The Buyer will evaluate contract level performance using 1) aggregate
attributes of performance at the Subcontract Task Order Level, and 2)
contract management and administration performance.
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SECTION F
DELIVERIES OR PERFORMANCE
F.1 CLAUSES INCORPORATED BY REFERENCE
The following clauses are incorporated by reference in accordance with the
provisions of FAR 52.252-2, Clauses Incorporated by Reference (JUN 1988),
contained in Section I of this contract.
FAR REFERENCE TITLE DATE
--------------------------------- ------------------------------------------------ -----------------------------
52.242-15 Stop-Work Order- Alternate I AUG 1989
--------------------------------- ------------------------------------------------ -----------------------------
52.247-34 F.O.B. Destination NOV 1991
--------------------------------- ------------------------------------------------ -----------------------------
F.2 PERIOD OF PERFORMANCE
The period of performance shall commence upon date of subcontract award and
shall remain in effect as set forth below:
Year 1 - Base Period Date of award to 9/23/04
Year 2 - Option 1 9/24/2004 to 12/23/2004
The end of each period shall coincide with the end date of the prime
contract. In no case shall the subcontract continue beyond the end date
of the prime contract.
F.3 TRANSPORTATION - RESERVED
F.4 REQUIRED TIME - PLACE OF DELIVERY AND PERFORMANCE
The required time and place of delivery of products or provision of
services to be provided under these contracts will be specified in each
Subcontract Task Order. If a Subcontract Task Order fails to identify
the required time and place of delivery, then the Seller shall promptly
notify the Buyer and request due dates and/or destinations. All
products and services will be ordered through the issuance of written
Subcontract Task Orders/modifications to this subcontract.
F.5 REQUIREMENTS FOR REPORTS
The following table lists the contract-level reports that the Seller
must submit. The Seller is required to develop, implement, and update
the following reports during performance of the contract. This list is
not all inclusive; the task orders may specify the submission of
additional reports.
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REPORT FREQUENCY DUE DATE
------------------------------------ ---------------------- --------------------
Subcontract Task Monthly 10
Order Monthly DARP
Progress Report
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Contract- Level Monthly 10
Monthly Progress DARP
Report
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Contract Financial Monthly, 10
Analysis Report Quarterly DARP
Annually
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Subcontract Task Monthly, 10
Order Financial Quarterly DARP
Analysis Report Annually
------------------------------------ ---------------------- --------------------
Self-Evaluation Semi- As
Report Annually indicated
in Task
Order
------------------------------------ ---------------------- --------------------
DARP - Day After Report Period
The following sections provide the financial analysis status reporting
and SER requirements. All financial reports shall be consistent with
the Seller's invoice(s) for the reporting period.
F.5.1 SUBCONTRACT TASK ORDER MONTHLY PROGRESS REPORTS
The Seller shall provide progress reports only for those Subcontract
Task Orders that are managed by the Seller. Such reports shall be
prepared in compliance with the CSC on- line Task Management
Information System. The earned value for the report will be determined
by a review of the Seller's progress in a meeting with the Buyer's
Project Control Office.
F.5.2 CONTRACT-LEVEL MONTHLY PROGRESS REPORT
The Seller shall provide a monthly contract-level progress report for
use by the Buyer's senior management to detail the progress of the
Seller's efforts of the performance of the contract. The report shall
be a high-level overview of technical progress of the contract with
specific references to the Seller's Subcontract Task Orders. The report
shall contain a discussion of the allowing items:
o Technical, management and administration, quality assurance,
and contractual problems that affect contract performance
including any corrective actions.
o Cost savings and quality improvement recommendations.
o A summary of the software quality and productivity metrics for
software development and maintenance Subcontract Task Orders.
F.5.3 CONTRACT FINANCIAL ANALYSIS REPORT
The Seller shall develop a monthly, quarterly, and annual financial
analysis report for its contract. The report shall describe the
financial condition of the contract. At a minimum, the report shall
include the following information for the reporting period and
inception to date:
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o A summary of the Subcontract Task Order Financial Analysis
report
o A matrix that identifies the hours worked by FT for each task
order for all orders other than FFP orders
o A weighted average labor rate for each labor category for cost
reimbursable orders only
o An analysis of the cost ceilings and total cost incurred for
each Subcontract Task Order as applicable
In addition to the items identified above, the Seller shall provide
progress status for its contract. The progress status shall summarize
the progress status for each Subcontract Task Order.
F.5.4 SUBCONTRACT TASK ORDER FINANCIAL ANALYSIS REPORT
The Seller shall develop a monthly, quarterly, and annual financial
analysis report for each Subcontract Task Order issued under its
subcontract. The report shall describe the financial condition of each
Subcontract Task Order. At a minimum, the report shall include the
following data for the reporting period and inception to date:
o Breakdown of FTEs and hours by labor category, CSC Task/cost
account number , and Subcontract Task Order for all
Subcontract Task Orders other than FFP Subcontract Task
Orders.
o Total cost incurred by labor category, CSC Task/cost account
number Subcontract Task Order orders other than FFP task
orders.
o Indirect costs by labor category, CSC Task/cost account and
Subcontract Task Order for cost reimbursable Subcontract Task
Orders only, shall be provided to the Government for its use..
o Breakdown of allowed ODCs by materials, supplies, travel,
hardware, and software for each sub-task, CSC Task/cost
account number, and Subcontract Task Order for all Subcontract
Task Orders other than FFP Subcontract Task Orders.
o Total cost ceiling for each Subcontract Task Order for cost
reimbursable Subcontract Task Orders only.
o Total funding to date for each Subcontract Task Order.
o Remaining cost ceiling for each Subcontract Tas Order for cost
reimbursable Subcontract Task Orders only.
o Remaining funding for Subcontract Task Orders.
o Percentage of the work completed including a discussion of the
rationale used to develop the percentage and the tasks and
deliverables completed in the reporting period, to date, for
the next reporting period, and through the end of the task
order for FFP task orders only
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F.6 WAIVER OF DELIVERY SCHEDULE
None of the following shall be regarded as an extension, waiver, or
abandonment of the delivery schedule or a waiver of CSC and/or the
Government's right to terminate for default:
o Delay by the Buyer in terminating for default
o Acceptance of delinquent deliveries
o Acceptance or approval of samples submitted either after
default in delivery or in sufficient time for the Contractor
to meet the delivery schedule
Any assistance rendered to the Seller on this contract or acceptance by
CSC and/or the Government of delinquent goods or services hereunder
will be solely for the purpose of mitigating damages and is not to be
construed as an intention on the part of CSC and/or the Government to
condone any delinquency, or as a waiver of any rights CSC and/or the
Government may have under this contract.
F.7 NOTICE TO CSC OF DELAYS
In the event the Subcontractor encounters difficulty in meeting
performance requirements, or when the Subcontractor anticipates
difficulty in complying with the contract delivery schedule or
completion date, or whenever the Subcontractor has knowledge that any
actual or potential situation is delaying or threatens to delay the
timely performance of this subcontract, the Subcontractor shall
immediately notify CSC's Subcontractor Technical Monitor and the
Subcontract Administrator, in writing, giving pertinent details.
However, this data shall be informational only in character and this
provision shall not be construed as a waiver by CSC and/or the
Government of any delivery schedule or date, or any rights or remedies
provided by law or under this subcontract.
SECTION G
SUBCONTRACT ADMINISTRATION DATA
G.1 GENERAL
At a minimum, the following paragraphs shall apply to all Subcontract
Task Orders issued under this subcontract. Additional subcontract
administration data may be specified in each Subcontract Task Order.
G.2 INVOICE INSTRUCTIONS AND PAYMENT ADDRESS
The following invoice instructions apply to all Subcontractor Task
Orders (STOs) awarded pursuant to this Subcontract:
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a) Non-Labor Invoices shall be submitted against this Subcontract
Agreement on a monthly basis and must be received by Buyer no
later than the 8th working day of the month following the
month during which the work was performed. When received by
the 8th working day of each month, Buyer will pay the Seller
no later than forty-five (45) calendar days after receipt of a
correct and properly executed invoice. All invoices submitted,
except FFP (for T&M and CPAF labor see below), shall be signed
and approved by an authorized official of the Seller who shall
certify that the invoiced amounts are indeed accurate and that
Seller has in its possession records for all direct and
indirect costs expended that substantiate all invoices
submitted to Buyer for payment. Invoices for services received
must be provided no later than 90 days after delivery of
services. Invoices received after that date will not be
considered for payment.
b) Such records shall be made available for audit by cognizant
Government agencies upon request at any time from the date of
this Subcontract Agreement until three (3) years after final
payment hereunder.
c) Seller shall comply with all provisions of FAR 52.216-7,
"Allowable Cost and Payment", and FAR 52.232-7, "Payments
under Time and Materials and Labor-Hour Contracts", as
identified in each STO issued hereunder.
d) All original invoices must be delivered to:
Computer Sciences Corporation
U.S. Shared Service Center
Accounts Payable, Mail Code 411
P.O. Box 1728 Sterling, VA 20166-9514
OR
e-mailed to APWorkflow@csc.com. If you choose to send the
invoice to the e-mail address DO NOT forward a hard copy to
the P.O. Box referenced above.
Each original invoice must have the following information clearly
printed on the first page of the invoice:
o A valid CSC provided Purchase Order number
o An invoice number that is unique (not repeated on an other
invoice received from the subcontractor)
Invoices should only reference one CSC Purchase Order number per invoice (i.e.,:
summary billing is not acceptable)
e) In order to comply with the Taxpayer Relief Act of 1997, The
Seller shall separately subtotal taxable services and
nontaxable materials and supplies on each invoice. If
subtotals are not specified on the invoices, CSC will presume
that the entire invoice amount is reportable and will be shown
on the Form 1099-MISC generated by CSC and provided to the
Seller and Internal Revenue Service.
f) All other terms and conditions regarding invoicing or payments
remain unchanged to the extent they do not conflict with this
clause. In the event of a conflict between such other term or
condition and this clause, the terms of this clause shall have
precedence.
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INVOICE INSTRUCTIONS FOR FFP TYPE STOS
1. Separate invoices shall be submitted for each STO issued to the Seller
upon successful completion of (1) the billing milestones identified in
a STO pursuant to FAR 52.232-16, "Progress Payments", or (2) in
accordance with an Invoice Payment Schedule specified in each STO
issued hereunder, as applicable.
2. For FFP STOs where Progress Payments have been identified, the
Subcontractor will submit invoices in equal amounts as specified in
each STO, with payments to be made as follows:
a) Approval of invoices will be subject to the receipt and
acceptance, by CSC of the associated monthly task reports.
b) Approval of final invoice(s) shall be subject t the receipt
and acceptance of the final task report, final patent report
(if applicable) and final new technology report (if
applicable).
3. For FFP STOs where an Invoice Payment Schedule has been specified,
invoices shall be submitted upon successful completion of the
milestones identified in the Payment Schedule identified in the STO.
INVOICE INSTRUCTIONS FOR T&M TYPE STOS
1. The Seller is not required to submit invoices for labor under T&M STOs.
Instead, the Seller shall be paid through the Buyer's "Subcontractor
Information Management System" (SIMS) which uses the data entered into
the Buyer's "Time Entry System" (TES) as described in Article G.11,
Labor Reporting.
2. For T&M STOs, resumes must have received approval by CSC prior to
entering any labor hours into TES, for that Subcontractor employee. By
entering the hours worked into TES and approving the hours in TES, for
each of the Subcontractor's employees, the Subcontractor certifies that
the hours entered are complete and accurate and that the Subcontractor
has in its possession, records for substantiating all hours reported to
CSC. The Subcontractor also certifies that the individual(s) billed to
each STO meet the labor category qualifications cited in Attachment ___
of the Subcontract Agreement.
3. The Seller is required to submit invoices for Materials/ODCs incurred
under each STO on a monthly basis in hardcopy, in accordance with the
provisions of FAR 52.232-07, "Payments Under Time and Materials and
Labor-Hour Contracts", except that withholding of five percent (5%)
shall be waived.
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4. Invoices submitted for reimbursement of Materials/ODCs shall be
itemized and may be invoiced at cost plus a material handling rate (or
G&A), as approved by the Subcontractor's cognizant auditor and CSC, on
both a current and cumulative basis. Profit/fee on Materials/ODCs is
not allowable. Actual receipts are not required, but must be maintained
by the Subcontractor for audit purposes to substantiate the amounts
being invoiced. The Subcontractor shall comply with all government
travel regulations in effect at the time of travel, and no costs will
be allowable which exceed any such regulations and limits. CSC shall
have the right to request an audit or verification of expenses from
DCAA of any related and supporting detail for the above items.
5. Subcontractor shall certify by signing the Position designation
Determination Form, or other form as required by CSC Management or the
INS STARS Customer, each individual billed to an INS STARS Position
Category meet the requirements of the Position category, as defined
within the Task Order or Subcontract with CSC. At any time during the
performance of the subcontract, should an individual later be
determined to have not met the Position category qualification
requirements, CSC shall be reimbursed for any monies paid to the
Subcontractor.
e) 6. Sample Invoice (Page Insert)
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(PAGE INSERT) SAMPLE INVOICE
COMPUTER SCIENCES CORPORATION
SYSTEMS SCIENCES DIVISION
15245 SHADY GROVE ROAD
ROCKVILLE, MARYLAND 20850
INVOICE
#XX
FOR SERVICES PROVIDED FROM MM/DD/YY THROUGH MM/DD/YY
RE:(INSERT COMPANY NAME)
SUBCONTRACT NO. ____________
SUBCONTRACT TASK ORDER NO.______
---------------------------------------------------------------------------------------------------------------------------------
CURRENT CUMULATIVE
Labor Labor Total Hours Total Amount Total Total
Code Employee Name Labor Description Rate Hours Amount
$ - 0.0 $ - 0.0 $ -
$ - 0.0 $ - 0.0 $ -
$ - 0.0 $ - 0.0 $ -
$ - 0.0 $ - 0.0 $ -
$ - 0.0 $ - 0.0 $ -
$ - 0.0 $ - 0.0 $ -
$ - 0.0 $ - 0.0 $ -
$ - 0.0 $ - 0.0 $ -
$ - 0.0 $ - 0.0 $ -
$ - 0.0 $ - 0.0 $ -
$ - 0.0 $ - 0.0 $ -
$ - 0.0 $ - 0.0 $ -
$ - 0.0 $ - 0.0 $ -
$ - 0.0 $ - 0.0 $ -
---------------------------------------------------------------------------------------------------------------------------------
Total Labor 0.0 $ - 0.0 $ -
TRAVEL DETAIL MEALS/ CURRENT CUMULATIVE TOTAL
EMPLOYEE Destination Dates AIRFARE HOTEL INCIDENTALS TOTAL
MM/DD-MM/DD $ - $ - $ - $ -
$ - $ - $ - $ -
$ - $ - $ - $ -
$ - $ - $ - $ -
$ - $ - $ - $ -
$ - $ - $ - $ -
$ - $ - $ - $ -
$ - $ - $ - $ -
SUBTOTAL TRAVEL $ - $ - $ - $ -
TOTAL TRAVEL
=======================================================================
$ - $ -
OTHER DIRECT COST DETAIL DATES CURRENT Cumulative
DESCRIPTION MM/DD-MM/DD TOTAL Total
$ -
$ -
$ -
$ -
$ -
SUBTOTAL ODCS $ -
============= =================
TOTAL ODCS $ - $ -
TOTAL INVOICE AMOUNT $ - TOTAL CUMULATIVE AMOUNT $ -
-------------- ---------------
"_______________________________ (insert Company Name) hereby
certifies that each individual(s) billed to a labor category cited on
this invoice meet the qualifications of said labor category, as defined
within its subcontract with CSC.
------------------------------- ------------------------------
Signature Title
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G.3 SUBCONTRACT MANAGEMENT
The administration of the subcontract will require maximum coordination
between the Buyer and the Seller. The following individuals will be the
Buyer's points of contact during the performance of the subcontract.
Designate below is the person(s) who may be contacted for action on
matters pertaining to the administration of the Subcontract for both
CSC and Seller.
COMPANY: ERGO Systems, Inc. (Seller)
NAME Michael Curran
TITLE: Chief Technical Officer
Telephone No. 401-453-3595 x102
E mail curran@marklandtech.com
-------------------------
(Hereinafter referred to as Subcontractor, Offeror, or Seller)
COMPANY: Computer Sciences Corporation (CSC) (Prime)
NAME Michael R. Stevenson
TITLE: Senior Subcontracts Administrator
Telephone No.: 703-279-3582 Facsimile: 703-279-3505
E mail: mstevenson@csc.com
(Hereinafter also referred to as CSC, Prime, Contractor, or Buyer)
CSC may, by written notice to the Seller, change such Subcontract
Administrator at any time. If the Seller complies with any other
direction, interpretation, approval, disapproval, conditional approval,
or determination, written or oral, from someone other than CSC's
Subcontracts Administrator stated above, except as provided in G.3, it
shall be at the Seller's risk and CSC shall not be liable for any
increased costs, delay in performance or contract non-performance by
the Seller. All written direction received by the Subcontractor from
CSC shall be acknowledged by Subcontractor's signature and returned to
CSC's Subcontract Administrator within Three (3) working days of
receipt by Seller.
(a) Subcontract Administrator
-------------------------
All subcontract administration will be effected by the
Subcontract Administrator (SA), or designee. Communications
pertaining to contractual administrative matters will be
addressed to the SA with a copy to the Business Management
Office (BMO), Business/Contracts Manager. The word "Buyer" as
used throughout this contract or its attachment refers
specifically to the SA. The SA is the only person authorized
to approve changes in any of the requirements of this
contract, and notwithstanding any provisions contained
elsewhere in this contract, said authority remains solely with
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the SA. No changes or deviation from the scope of work shall
be effected without a written modification to the subcontract
executed by the SA authorizing such changes. Should schedule
conditions warrant a "rapid reaction", the SA may issue a
verbal authorization to initiate work. Should this occur,
written confirmation shall be provided to the Seller within
five (5) calendar days following the verbal authorization to
proceed.
(b) Subcontract Administrator Technical Representative (SATR)
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The performance of work required herein shall be subject to
the technical direction of the Subcontract Administrator's
Technical Representative (SATR) or the designee specified in
each Subcontract Task Order with respect to technical matters
pertaining hereto. As used herein, "Technical Direction" is
direction to the Seller that fills in details, suggests
possible lines of inquiry, or otherwise supplements the scope
of work. "Technical Direction" must be confined to the general
scope of work set forth herein and shall not constitute a new
assignment, nor supersede or modify any other clause of this
contract. To be valid, technical direction:
o Must be issued in writing consistent with the general
scope of work set forth in the contract;
o Shall not change the expresse terms, conditions, or
specifications incorporated into this contract;
o Shall not constitute a basis for extension to the
contract delivery schedule or contract price
The SATR or designee is authorized to:
o Act as liaison to coordinate Seller/Buyer activities;
o Arrange for and coordinate th use of Buyer resources
(personnel, space, documents, etc.);
o Provide technical guidance in the performance of the
contract;
o Receive, review, and approve or accept (but not
reject) services and products delivered under the
contract;
o Certify invoices/vouchers for payment based on the
acceptance of products and/or services delivered;
o Evaluate and report on Seller performance; and
o Perform other technical functions to facilitate the
administration of the contract.
In accordance with the Inspection and Acceptance clause in
Section E, the authority to reject deliverables or deny
payments under the contract rests with the Subcontract
Administrator.
The SATR or designee does not have the authority to alter the
Seller's obligations under the contract, direct changes that
fall within the purview of the clause entitled "Changes",
and/or modify any of the expressed terms, conditions,
specifications, or cost of the contract. If as a result of
technical discussions, it is desirable to alter/change
contractual obligations or the Subcontract Task Order, the SA
shall issue such changes in writing.
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The SATR to be assigned cognizance of the subcontract will be
identified at time of the award of the subcontract.
(c) The Subcontract Task Monitor (STM).
-----------------------------------
The Subcontract Task Monitor will be designated with a task
order award to monitor and coordinate all technical aspects
and assist in the administration of individual Subcontract
Task Orders.
Only the STM and SATR are authorized to provide technical
direction to the Seller, and such direction must be within the
scope described herein
(d) Technical Direction
-------------------
Performance of work under this Subcontract shal be in
compliance with the Statement of Work and any approved
Subcontract Task Orders.
All technical direction shall be within the scope of the
Subcontract and the Subcontract Task Order. No oral statements
of any person whosoever will in any manner or degree modify or
otherwise affect the terms of this Subcontract. Technical
coordination shall not result in any action that:
a. constitutes an assignment of additional work outside
the SOW or the Subcontract Task Order,
b. constitutes a change as defined in the contract
clause entitled "Changes" for Firm Fixed Price, Time
and Material and Cost Reimbursement contracts,
c. causes an increase in the total Subcontract ceiling,
task order price, or the time required for contract
or Subcontract Task Order performance,
d. changes any of the expressed terms, conditions or
specifications of the Subcontract or Subcontract Task
Order, or
e. interferes with the Seller's right to perform the
terms and conditions of the contract.
G.4 ORDERING
The INS will issue Request for Task Order Proposals to the Buyer. The
Buyer will be responsible for submitting a competitive Task Order
Proposal. The Seller will support the preparation of the proposal to
the appropriate extent. The Seller will also support the Task Order
Planning Process which forms the basis for Task Order Management. Upon
award to the Buyer by the INS, the Buyer will issue a Subcontract Task
Order according to the following Process:
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a) Within the scope of the Statement of Work identified in
Section C and Attachment I, the Subcontracts Administrator
will issue written Subcontract Task Orders to the Seller.
Individual task(s) will be communicated to the Seller by
Subcontract Task Order documents wherein the work to be
performed is described in terms of scope, deliverables,
schedule, milestones, and funding. The procedure for
establishing tasks will be as follows:
Each task statement will:
(i) State the specific requirements and objectives of the
task.
(ii) List appropriate reference material
(iii) State task accomplishment schedule
(iv) Identify data requirements (v) Identify a specific
Buyer Task Monitor who will be the technical point of
contact for the Subcontract Task Order.
(vi) Specify the CSC WBS/cost account numbers to be
charged for the work
(vii) Specify what reports if any, that will be required of
the subcontractor
(viii) Specify allowable management functions
(ix) Specify allowable ODCs
b) Upon receipt of the task statement, the Seller shall meet with
the Buyer to develop jointly a plan for the budget and
execution of the task. Seller shall then submit a cost (or
price for a FFP Subcontract Task Order) proposal consisting of
the time-phased monthly full-time equivalent staff and cost to
complete the work in each CSC cost account. In addition, the
proposal shall include, for the overall task, the man-hour
requirements (by category of skill), and costs, to complete
the task. The proposal shall identify and provide rationale
for all non-labor cost elements (allowed by the Subcontract
Task Order and required for the task performance. After
review, evaluation, negotiation, subsequent acceptance of the
proposal, the Seller(s) will be authorized by a Subcontract
Task Order/modification, to proceed with the work either as
proposed or identified by Buyer. Note that Subcontract Task
Order Proposal development costs are not recoverable.
c) Buyer will decide the mix of effort by each Seller(s) for
every Task Order and issue appropriate Subcontract Task
Orders. This mix will depend on the nature of the work,
recognition as experts, leaders, or niche area expertise,
small business concerns and/or extent of any Organizational
Conflict of Interest limitations. In the case of relatively
high dollar value requirements, it is likely that more than
one team member will be utilized. Team members will be aware
of their participation prior to award of any individual member
Subcontract Task Order.
d) The Seller is not authorized to commence task performance
prior to issuance of the Subcontract Task Order by the
Subcontract Administrator as outlined in Section G.3 above.
Any work performed not at the specific direction of the
Buyer's Subcontract Administrator is solely at the Seller's
risk and the Buyer is not obligated to reimburse Seller for
such work.
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e) All Subcontract Task Orders are subject to the terms and
conditions of this Agreement. In the event of conflict between
a Task Order and this Agreement, the Agreement shall control.
G.5 MODIFICATION/WAIVER
No modification of this Agreement (including any additional or
different terms of the Seller) shall be binding on Buyer unless agreed
to in writing and signed by Buyer's Subcontracts Administrator. No
course of dealing or failure by Buyer to strictly enforce any term
right or condition of this Agreement shall be construed as a waiver of
such term, right or condition.
G.6 SEVERABILITY
If any provision of this Agreement is or becomes void or unenforceable
by force or operation of law, the other provisions shall remain valid
and enforceable.
G.7 DEFAULT
Seller is in default upon the occurrence of any one or more of
the following: (1) Seller fails to make delivery of supplies or fails
to perform the services within the time specified in this order; (2)
Seller fails to perform in accordance with the provisions of this
order; or (3) Seller so fails to make progress as to endanger
performance of this order in accordance with its terms. In these cases,
Buyer shall, in writing, provide a ten (10) day period (or more if
authorized in writing by the Buyer) within which Seller may cure its
default prior to Buyer's terminating the order for default.
G.8 REMEDIES FOR DEFAULT
Buyer, by written notice to Seller, may terminate this order, in whole
or in part, if Seller is in default. Upon such termination, Buyer may
procure, upon such terms as it shall deem appropriate, supplies similar
to those so terminated, in which case Seller shall continue performance
of this order to the extent not terminated and shall be liable to Buyer
for any excess cost for such similar supplies. As an alternate remedy,
and in lieu of termination for default, Buyer, at its sole discretion,
may elect (1) to extend the contract delivery schedule, and/or (2) to
waive other deficiencies in Seller's performance, in which case an
equitable reduction in the Purchase Order price shall be negotiated. If
the failure to perform is caused by the default of a Subcontractor at
any tier and if such default arises out of causes beyond the control of
both Seller and Subcontractor and without the fault or negligence of
either of them, Seller shall not be liable for any excess costs for the
failure to perform, unless the supplies or services to be furnished by
Subcontractor were obtainable from other sources in sufficient time to
permit Seller to meet the required delivery schedule. The rights and
remedies of the Buyer provided in this clause shall not be exclusive
and are in addition to any other rights and remedies provided by this
order or by law or equity. Failure of Buyer to insist on strict
performance shall not constitute a waiver of any of the provisions of
this order or waiver of any other default of Seller.
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G.9 ORDER OF PRECEDENCE
The rights and obligations of the parties hereto shall be subject to
and governed by PARTS I through IV of this Subcontract. To the extent
of any inconsistency between the Sections in PART I, "The SCHEDULE"
they shall be resolved in writing by mutual agreement of the parties.
As to any inconsistency between the other PARTS or any specifications
or other provisions which are made a part of this Subcontract by
reference or otherwise, the inconsistency shall be resolved by giving
precedence in the following order: a) Section I-Contract Clauses; b)
Subcontract Task Order(s) with it's SOW; c) Section C, SOW; d) Other
Section J Attachments in order; e) Section K; f) Subcontractor's RFP
responses. If any provision(s) of this Subcontract becomes void or
unenforceable by force of operation of law, the remaining provisions
shall remain valid and enforceable.
G.10 HOLIDAYS AND BILLABLE TIME
(a) Authorized holidays for subcontractor personnel performing
work at a government site shall correspond with government
holidays. Regular government holidays are as follows:
New Year's Day Labor Day
Martin Luther King Jr.'s Birthday Columbus Day
President's Day Veteran's Day
Memorial Day Thanksgiving Day
Independence Day Christmas Day
(b) Authorized holidays for subcontractor personnel performing
work at the Buyer's site shall correspond with the Buyer's
holidays. Regular Buyer holidays are as follows:
New Year's Day Labor Day
President's Day Thanksgiving Day
Memorial Day Day after Thanksgiving
Independence Day Christmas Day
Day after Christmas
(tentative)
(c) BILLABLE TIME. Billable hours consist of the number of normal
work hours that services are actually performed. Billable
hours do not include:
1) the number of normal work days that contractor
personnel are not permitted to work because of lack
of security clearance or proper identification
required under the terms of the contract, even though
such personnel might otherwise be available for work
on those days, unless such delays are caused by the
Government;
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2) the number of normal work days that subcontractor
personnel are not available for work;
3) the number of normal work days that services were not
performed or were NOT AVAILABLE because of security
reasons, voluntary resignation, death, incapacity,
illness, vacation or removal by the subcontractor of
subcontractor personnel. Additionally, the contractor
shall not be paid for labor incurred by contractor
personnel assigned to OCONUS Government installations
when said Government installations are closed for
holidays not recognized by the contractor. These
subcontractor personnel shall not be required by the
Government to work on such holidays.
4) the number of normal work days during which
subcontractor personnel are detained after capture by
hostile forces or persons as prisoners or hostages or
otherwise; but this paragraph shall not prevent
payment from being made pursuant to Chapter 12, title
42 of the U.S. Code Section 1701 through 1717 as
amended;
5) travel time to and from job assignment for leave or
holidays.
G.11 LABOR REPORTING-TES
TES is an Interactive Voice Response System (IVRS) developed by CSC
Corporate MIS to record hours worked. TES will be provided by CSC and
is required for all Subcontractors on the INS Stars Program. All time
for a given week must be entered into the system no later then 3 PM on
each Friday and will include any hours worked beginning from 12:01am
the previous Saturday morning. The CSC TM will coordinate appropriate
training in the use of TES. The Subcontractor will select an individual
to approve the time recorded by Subcontractor Personnel in TES weekly -
not later than 5pm each Friday. CSC personnel will verify the time
charged by Subcontractor Personnel. Corrections to already approved
hours are to be done on a Subcontractor Correction Request form and
signed/approved, in ink by the Subcontractor and submitted to the CSC
Technical Monitor. If the Subcontractor has any problems/issues with
labor hours submitted into TES, CSC must be notified within 30 days or
risk being paid for the labor hours in question.
Time entry will include a multi character Project Code and a multi
character Assignment Code based upon the CSC WBS. TES shall provide
electronic files for the Subcontractor. The files shall contain the
labor information entered. In addition, an associated hardcopy of the
information for each organization shall also be provided.
Payment will be made to the Subcontractor based on APPROVED TES data,
in accordance with the invoice instructions of this subcontract.
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SECTION H
SPECIAL PROVISIONS
H.1 CONFLICT OF INTEREST (FAR 9.5)
It is understood and agreed that the Seller, under the terms of this
Subcontract, or through the performance of the Statement of Work made a
part of this Subcontract, is neither obligated nor expected to deliver
or provide material or perform work, which will place the Seller in an
Organizational Conflict of Interest, which could serve as a basis for
excluding the Seller from supplying products or services to the
Immigration and Naturalization Service (INS) or other Government
agencies. Further, during the course of this contract, the Buyer will
not knowingly unilaterally direct the Seller to perform work, in
contravention of the above understanding. It will be the Seller's
responsibility to identify any situation in which the potential for an
Organizational Conflict of Interest exists. However, prior to the
execution of any Subcontract Task Order or amendment thereto, if the
Subcontract Administrator discerns the potential for an Organizational
Conflict of Interest insofar as the work to be performed there under is
understood to involve the preparation of a complete specification of
materials leading directly, predictably and without delay to a
Statement of Work which will be used in the competitive procurement of
a system, the Buyer shall notify the Seller, and the parties shall
mutually take action to resolve any potential organizational conflict
of interest.
H.2 CONFERENCES
The Buyer's Subcontract Administrator, or his duly authorized
representative, may call a conference from time to time as deemed
necessary to discuss any phase of performance under the Subcontract.
All discussions, problems encountered, solutions reached, and
evaluations made during any conference shall be documented in the next
Management Level Monthly Progress Report for current reporting period.
In any case, such reporting shall not, in and of itself, constitute
formal direction to and/or Subcontract Administrator acceptance of the
topics discussed.
H.3 TRAVEL
(a) Official travel of Seller personnel away from their duty
station that was not identified in the negotiated Subcontract
Task Order shall not be undertaken unless, advance, prior
approval has been obtained from the Buyer TM. If travel causes
additional costs to the Subcontract Task Order, written
approval by the Buyer is REQUIRED.
(b) The Seller's request for travel shall be in writing and
contain the dates, locations, and estimated costs of the
travel.
(c) Cost associated with the Seller's travel shall be in
accordance with FAR Part 31.205-46.
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H.4 WORK AT A GOVERNMENT SITE
If the Subcontractor (or any of its subcontractors and their employees)
is assigned to work at INS facilities, then the Subcontractor shall
comply with the regulations governing access to, operation of, and
conduct while in or on the premises. The Subcontractor shall ensure
that all work is performed in a manner that does not interrupt or
interfere with the conduct of Government business.
H. 5 INSURANCE SCHEDULE
In accordance with FAR 52.228-7, "Insurance Liability to Third Persons
APR 1984," the Subcontractor shall secure, pay the premiums for and
keep in force until the expiration of this contract, and any renewal
thereof, adequate insurance as provided below, such insurance to
specifically include liability assumed by the Seller under this
subcontract.
a. Property damage liability with a limit of not less than
$100,000 for each accident.
b. Automotive bodily injury liability insurance with limits of
not less than $200,000 for each person and $500,000 for each
accident, and property damage liability insurance, with a
limit of not less than $40,000 for each accident.
Each policy of insurance shall contain an endorsement that any
cancellation or material change in the coverage adversely affecting the
Buyer's interest shall not be effective unless the insurer or the
Seller gives written notice of cancellation or change, as required by
the Buyer. When the coverage is provided by self-insurance, the Seller
shall not change or decrease the coverage without the Subcontract
Administrator's prior approval.
A certificate of each policy of insurance shall be furnished to the
Subcontract Administrator within ten (10) days after notice of award
certifying, among other things, that the policy contains the
aforementioned endorsement. The insurance company providing the above
insurance shall be satisfactory to the Buyer. Notices of policy changes
shall be furnished to the Subcontract Administrator.
H.6 NOTIFICATION REQUIREMENTS UNDER TIME AND MATERIAL AND COST
REIMBURSEMENT CONTRACTS
Seller notification requirements for FAR 52.232-20(b) "Limitation of
Cost" for CPFF, CPIF and CPAF Subcontract Task Orders, and FAR
52.2327(c) "Payments under Time and Materials and Labor Hours" for T&M
Subcontract Task Orders (clauses are in Section I by reference), shall
be accomplished only by separate correspondence directed to the
Subcontract Administrator with copies to the Subcontract Task Monitor
and Business Management Office. No other form of "notification" (e.g.,
mention in any type of monthly progress or status report) will effect
compliance. Further, notification to any individual other than the
Buyer's Subcontract Administrator shall not constitute compliance with
this requirement.
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H.7 PERSONNEL QUALIFICATIONS
(a) The labor category descriptions in each Task Order or Position
Designation Determination Form depict the types of personnel
that shall typically be provided by the Seller in support of
task orders and are incorporated into this Subcontract.
H.8 KEY PERSONNEL
(a) The personnel specified as key personnel are considered
essential to the work performed under the STARS Program
subcontracts. Before diverting the specified individuals to
other programs, the Subcontractor shall notify the Subcontract
Administrator no less than 30 calendar days in advance and
shall submit justification (including the names and resumes of
the proposed substitutions) in sufficient detail to permit
evaluation of the impact on the program. The proposed
substitutions shall possess qualifications equal or superior
to those of the key person(s) being replaced. No diversion or
substitution shall be made by the Subcontractor without the
written consent of the Subcontract Administrator. The list of
key personnel set forth in this clause may be amended from
time to time during the contract either to add or delete
personnel, as appropriate.
Substitution or diversion of key personnel shall be handled as
specified in the preceding paragraph, with the exception that
during the FIRST 180 DAYS of this contract, no key personnel
substitutions will be permitted unless such substitutions are
necessitated by an individual's sudden illness, death, or
termination of employment. In any of these events, the
Subcontractor shall promptly notify the Subcontract
Administrator and provide the information required by the Key
Personnel clause. The Government and CSC reserve the right to
identify or require the designation of key personnel on a
Subcontract Task Order Task basis during subcontract
performance.
H.9 SECURITY
This document is unclassified; however, the classification of the work
to be performed on specific Task Orders issued under this contract may
require security clearances. In that event, the Seller will be advised
of the requirements in the SOW. The Seller shall follow conscientiously
the security requirements identified in the SOW and other guidance that
may be established by the Buyer's Subcontract Administrator.
H.9.1 ACCESS TO CLASSIFIED INFORMATION
Performance of this contract requires that the Contractor,
subcontractor(s), vendor(s), etc., (herein known as Seller) require(s)
access to classified National Security Information (herein known as
classified information). Classified information is Government
information, which requires protection in accordance with Executive
Order 12958, Classified National Security Information, and
supplementing directives.
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The Seller shall abide by the requirements set forth in the DD Form
254, Contract Security Classification Specification, provided in
Section J of the subcontract, and the National Industrial Security
Program Operating Manual (NISPOM) for the protection of classified
information at its cleared facility, if applicable, as directed by the
Defense Investigative Service. If the Seller has access to classified
information at a Buyer or Government facility, it shall abide by the
requirements set by that agency.
H.10 NONDISCLOSURE OF SENSITIVE AND/OR PROPRIETARY DATA
The Seller recognizes that in the performance of this contract it may
receive or have access to certain sensitive information, including
information provided on a proprietary basis by carriers, equipment
manufacturers and other private or public entities. The Seller agrees
to use and examine this information exclusively in the performance of
this Subcontract and to take the necessary steps in accordance with
Buyer regulations to prevent disclosure of such information to any
party outside the Buyer or Buyer designated support contractors
possessing appropriate proprietary agreements, as listed in paragraph
(a) below.
(a) Indoctrination of Personnel. The Seller agrees to indoctrinate
its personnel who have access as to the sensitive nature of
the information and the relationship under which the
contractor has possession of or access to the information.
Seller personnel shall not engage in any other action, venture
or employment wherein sensitive information will be used for
the profit of any party other than those furnishing the
information. The Seller shall restrict access to
sensitive/proprietary information to the minimum number of
employees necessary for contract performance.
H.11 BUYER FURNISHED EQUIPMENT, INFORMATION OR SERVICES
(a) It is anticipated that for some Subcontract Tas Orders,
Government Furnished Equipment (GFE) will be specified in the
individual order (at the discretion of the Buyer) with
specified delivery dates. Such equipment will be returned to
the Buyer upon the conclusion of the subcontract, as specified
in the individual Subcontract Task Order, or as directed in
writing by the Buyer's Subcontract Administrator.
(b) Government Furnished Information (GFI) relevant to the tasks
to be performed under this subcontract will be provided to the
Seller for use during the performance of the Subcontract Task
Order as specified in the orders (at the discretion of the
Government or Buyer) with specified delivery dates. These
documents will be returned to the Buyer upon the conclusion of
the subcontract, as specified in the individual task order, or
as directed in writing by the Subcontract Administrator.
(c) In the case that GFE or GFI are not provided to the Seller by
the specified date, the Task Monitor will be immediately
notified by the Seller. The Seller will indicate impact and
request direction from the Buyer's TM and Subcontract
Administrator.
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(d) Sellers are responsible and liable for GFE property in their
possession pursuant to FAR 52.2451, 52.2452 and 52.2455, as
applicable.
H.12 PUBLICITY
The Seller shall not be unduly restricted from disclosing to the public
the salient details of the contract arrangement as to meet its SEC
requirements to report to the public all material events which involve
the Seller. In all cases the Seller shall not disclose any confidential
or proprietary information pertaining to the Buyer, nor shall it
disclose any confidential or proprietary information that pertains to
the Department of Homeland Security. On the occasions that the Seller
must disclose salient details to its shareholders of this contract, it
shall allow the Buyer and or the Department of Homeland Security a
period not to exceed 48 hours to review and edit such disclosure
material. Those persons authorized to review and edit such disclosure
material are the Contract Officers whom represent the Buyer and the
Department of Homeland Security.
H.13 EMPLOYMENT OF ILLEGAL ALIENS
Subject to existing laws, regulations, and Executive Orders and other
provisions of this subcontract, illegal or undocumented aliens shall
not be employed by the Subcontractor, or subcontractors if applicable,
to work on, under, or with this contract. The Subcontractor shall
ensure that this provision is expressly incorporated into any and all
subcontracts or subordinate agreements issued in support of this
subcontract.
H.14 DISPUTES
(a) If a decision on any question of fact or law is made by the
Government's Contracting Officer and such question of fact or
law is also related to this Subcontract, said decision, if
binding on Buyer under the Prime Contract, shall in turn be
binding on Buyer and Seller insofar as it relates to this
Subcontract. If Buyer elects to appeal such a decision
pursuant to the "Disputes" clause in the Prime Contract, any
decision on such an appeal with respect to such question of
fact or law, if binding on Buyer under the Prime Contract,
shall in turn be binding on Buyer and Seller insofar as it
relates to this Subcontract. If Buyer elects not to appeal
such decision pursuant to the "Disputes" clause in the prime
contract, Buyer shall promptly notify Seller and Subcontract
may exercise it rights under paragraph (e) below.
(b) If Seller is otherwise affected by any decision made by any
representative of the Government on any question of fact or
law arising under the Prime Contract that is also related to
this Subcontract, from which an appeal under the "Disputes"
clause of the Prime Contract is not available, said decision,
if binding on Buyer under the Prime Contract, shall in turn be
binding on Buyer and Seller insofar as it relates to this
Subcontract. If Buyer elects to bring suit against the
Government with respect to such decision, a final judgment in
any such suit, if binding on Buyer under the Prime Contract,
shall in turn be binding on Buyer and Seller insofar as the
question decided relates to this Subcontract. If Buyer elects
not bring suit against the Government with respect to such
decision, Buyer shall promptly notify Seller, and Seller may
exercise its right under paragraph (e) below.
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(c) If Buyer or Seller brings any such appeal or suit as allowed
in paragraphs (a) and (b) above, the other party, at its own
expense, shall assist in the prosecution thereof in every
reasonable manner and shall be afforded reasonable opportunity
to participate in the prosecution thereof to the extent such
party's interests may be affected.
(d) If as a result of any decision or judgment that is binding on
Seller and Buyer, as provided above, Buyer is unable to obtain
payment from the Government under the Prime Contract for
services, or is required to refund or credit to the
Government, any amount Buyer has paid Seller, Seller shall, on
demand, promptly repay such amount to Buyer, insofar as it
relates to this subcontract.
(e) Any dispute arising under this Subcontract that is not covered
by paragraph (a) or (b) above and which is not settled by
agreement of the parties shall be decided by Buyer. Such
decision shall be reduced to writing and a copy thereof
furnished to Seller. If Seller disagrees with Buyer's
decision, Seller shall notify Buyer within thirty (30) days
after receipt of such copy. In the absence of such notice,
such decision shall be final. If such notice is given by
Seller, Seller may proceed to have the dispute settled through
appropriate legal action. If Seller proceeds with litigation
and, prior to trial, one or more of the questions of fact or
law become the subject of a decision covered by paragraph (a)
or (b) above, such questions shall be determined in accordance
with this clause and the litigation shall be terminated as to
such questions.
(f) Pending any decision, appeal, or judgment referred to in
paragraph (a) or (b) above, Seller shall proceed diligently
with performance of this Subcontract unless Buyer otherwise
specifies in writing.
(g) The rights and obligations described in this clause shall
survive completion and final payment of this Subcontract.
(h) Nothing contained in this subcontract shall be construed to
obligate the Government contracting officer to deal directly
with the Seller, or to make the results, of arbitration,
judicial determination, or voluntary settlement between Buyer
and the Seller binding on the Government.
H.15 NO HIRE CLAUSE
Buyer and Seller agree that during the period that this agreement is in
force, including extensions or modifications thereto, and for an
additional 12 months following this period, neither Buyer nor the
Seller will actively recruit, or solicit permanent employees of either
company, or the employees of any of the other Subcontractors; who are
on active payroll status and are currently participating in this
Program, without the prior written approval of the party whose employee
is being considered for employment. This does not prohibit any employee
from responding to or pursuing employment opportunities through normal
media channels, i.e. newspapers, professional journals, etc. so long as
it is not an attempt to avoid the intent of the above restriction.
29
<PAGE>
H.16 PATENT INDEMNITY, GENERAL INDEMNITY
Each party agrees to defend and hold harmless the other party, Buyer's
customer and those for whom Buyer may act as an agent from all loss or
damage by reason of any and all actions or proceedings charging
infringement of any patent, trademark or copyright by reason of sale or
use of any services/data furnished hereunder by each party. Each party
agrees to indemnify and hold the other party harmless from all loss,
costs or damages arising out of the negligent acts and/or omissions of
any of the other's employees, agents or representatives.
H.17 ASSIGNMENT
Seller shall make no assignment of technical responsibilities, monies
due or to become due hereunder without the prior written permission of
Buyer. However, nothing contained herein will prohibit Seller from
assigning monies due or to become due to a bank, trust company, or
other accredited financial institution, in which event a copy of each
such assignment will be filed with Buyer before the assignment will
have any force or effect.
H.18 APPROVED SUBCONTRACTING PLAN
Not Applicable: No 2nd Tier Subcontracting is authorized under this
-------------------------------------------------------------------
Subcontract.
------------
H.19 SUBCONTRACTS REPORTING
Not Applicable: No 2nd Tier Subcontracting is authorized under this
-------------------------------------------------------------------
Subcontract.
------------
H.20 LIQUIDATED DAMAGES--SUBCONTRACTING PLAN - RESERVED
H.21 CHOICE OF LAW
This Agreement and performance hereunder shall be interpreted in
accordance with, and governed by, the laws of the State of Maryland.
30
<PAGE>
H.22 YEAR 2000 WARRANTY--COMMERCIAL SUPPLY ITEMS
The Contractor warrants that each hardware, software, and firmware
product delivered under this contract shall be able to accurately
process date data (including, but not limited to, calculating,
comparing, and sequencing) from, into, and between the twentieth and
twenty-first centuries, including leap year calculations, when used in
accordance with the product documentation provided by the Contractor,
provided that all listed or unlisted products (e.g., hardware,
software, firmware) used in combination with such listed product
properly exchange date data with it. If the contract requires that
specific listed products must perform as a system in accordance with
the foregoing warranty, then that warranty shall apply to those listed
products as a system. The duration of this warranty and the remedies
available to the Government for breach of this warranty shall be as
defined in, and subject to, the terms and limitations of the
Contractor's standard commercial warranty or warranties contained in
this contract, provided that notwithstanding any provision to the
contrary in such commercial warranty or warranties, the remedies
available to the Government under this warranty shall include repair or
replacement of any listed product whose non-compliance is discovered
and made known to the Contractor in writing within ninety (90) days
after acceptance. Nothing in this warranty shall be construed to limit
any rights or remedies the Government may otherwise have under this
contract with respect to defects other than Year 2000 performance.
H.23 YEAR 2000 WARRANTY--NON-COMMERCIAL SUPPLY ITEMS
The Contractor warrants that each non-commercial item of hardware,
software, and firmware delivered or developed under this contract shall
be able to accurately process date data (including, but not limited to,
calculating, comparing, and sequencing) from, into, and between the
twentieth and twenty-first centuries, including leap year calculations,
when used in accordance with the item documentation provided by the
Contractor, provided that all listed or unlisted items (e.g., hardware,
software, firmware) used in combination with such listed item properly
exchange date data with it. If the contract requires that specific
listed items must perform as a system in accordance with the foregoing
warranty, then that warranty shall apply to those listed items as a
system. The duration of this warranty and the remedies available to the
Government for breach of this warranty shall be as defined in, and
subject to, the terms and limitations of any general warranty
provisions of this contract, provided that notwithstanding any
provision to the contrary in such warranty provision(s), or in the
absence of any such warranty provision(s), the remedies available to
the Government under this warranty shall include repair or replacement
of any listed item whose non-compliance is discovered and made known to
the Contractor in writing within ninety (90) days after acceptance.
Nothing in this warranty shall be construed to limit any rights or
remedies the Government may otherwise have under this contract with
respect to defects other than Year 2000 performance.
31
<PAGE>
PART II
SECTION I - CONTRACT CLAUSES
Unless otherwise noted, all clauses bear the effective date of April 1984.
I.1 52.252-2 CLAUSES INCORPORATED BY REFERENCE (JUN 1988)
This contract incorporates the following clauses by reference, with the same
force and effect as if they were given in full text. Upon request, the
Subcontract Administrator will make their full text available. The following
Federal Acquisition Regulations (FARs) and agency FAR Supplement clauses are
incorporated herein by reference and made a part hereof, except to the extent
modified below by a numbered note(s). The FAR and FAR Supplement clauses are the
versions in effect as of the date of the prime contract. Except as may be
expressly otherwise provided below in each of such clauses, "Contractor" shall
mean "Seller"; "Subcontractor" shall mean "Seller's subcontractor"; and
"Contract" shall mean "this Agreement." "Contracting Officer" shall mean the
Contracting Officer of the Government prime contractor unless otherwise
specified. Not withstanding any provisions of the foregoing, all audit rights
are reserve for Federal Government.
1.2
FAR REFERENCE TITLE DATE
----------------------- --------------------------------------------------------------------------- -------------------
52.202-1 Definitions OCT 1995
----------------------- --------------------------------------------------------------------------- -------------------
52.203-3 Gratuities APR 1984
----------------------- --------------------------------------------------------------------------- -------------------
52.203-5 Covenant Against Contingent Fees APR 1984
----------------------- --------------------------------------------------------------------------- -------------------
52.203-6 Restrictions on Subcontractor Sales to the Government JUL 1995
----------------------- --------------------------------------------------------------------------- -------------------
52.203-7 Anti-Kickback Procedures JUL 1995
----------------------- --------------------------------------------------------------------------- -------------------
52.203-8 Cancellation, Recession, and Recovery of Funds for Illegal or Improper JAN 1997
Activities
----------------------- --------------------------------------------------------------------------- -------------------
52.203-10 Price or Fee Adjustment for Illegal or Improper Activity JAN 1997
----------------------- --------------------------------------------------------------------------- -------------------
52.203-12 Limitation on Payments to Influence Certain Federal Transactions JAN 1990
----------------------- --------------------------------------------------------------------------- -------------------
52.204-2 Security Requirements AUG 1996
----------------------- --------------------------------------------------------------------------- -------------------
52.204-4 Printing/Copying Double-Sided on Recycled Paper JUN 1996
----------------------- --------------------------------------------------------------------------- -------------------
52.209-6 Protecting the Government's Interest when Subcontracting with JUL 1995
Contractors Debarred, Suspended or proposed for Debarment
----------------------- --------------------------------------------------------------------------- -------------------
52.215-2 Audit-Negotiation AUG 1996
----------------------- --------------------------------------------------------------------------- -------------------
52.215-22 Price Reduction for Defective Cost or Pricing Data OCT 1995
----------------------- --------------------------------------------------------------------------- -------------------
52.215-23 Price Reduction for Defective Cost or Pricing Data-Modifications OCT 1995
----------------------- --------------------------------------------------------------------------- -------------------
52.215-24 Subcontractor Cost or Pricing Data OCT 1995
----------------------- --------------------------------------------------------------------------- -------------------
52.215-25 Subcontractor Cost or Pricing Data -Modifications OCT 1995
----------------------- --------------------------------------------------------------------------- -------------------
32
<PAGE>
FAR REFERENCE TITLE DATE
----------------------- --------------------------------------------------------------------------- -------------------
52.215-26 Integrity of Unit Prices JAN 1997
----------------------- --------------------------------------------------------------------------- -------------------
52.215-27 Termination of Defined Benefit Pension Plans MAR 1996
----------------------- --------------------------------------------------------------------------- -------------------
52.215-30 Facilities Capital Cost of Money SEP 1987
----------------------- --------------------------------------------------------------------------- -------------------
52.215-33 Order of Precedence JAN 1986
----------------------- --------------------------------------------------------------------------- -------------------
52.215-39 Reversion or Adjustment of Plans for Post-Retirement Benefits Other MAR 1996
than Pensions (PRB)
----------------------- --------------------------------------------------------------------------- -------------------
52.215-40 Notification of Ownership Changes FEB 1995
----------------------- --------------------------------------------------------------------------- -------------------
52.216-7 Allowable Cost and Payment MAR 1997
----------------------- --------------------------------------------------------------------------- -------------------
52.216-8*** Fixed Fee MAR 1997
----------------------- --------------------------------------------------------------------------- -------------------
52.219-8 Utilization of Small, Small Disadvantaged and Women-Owned Small OCT 1995
Business Concerns
----------------------- --------------------------------------------------------------------------- -------------------
52.219-9 Small, Small Disadvantaged and Women-Owned Small Business AUG 1996
Subcontracting Plan - Alternate II (MAR 1966)
----------------------- --------------------------------------------------------------------------- -------------------
52.219-14 Limitations of Subcontracting DEC 1996
----------------------- --------------------------------------------------------------------------- -------------------
52.219.16 Liquidated damages - Subcontracting Plan OCT 1995
----------------------- --------------------------------------------------------------------------- -------------------
52.222-1 Notice to the Government of Labor Disputes FEB 1997
----------------------- --------------------------------------------------------------------------- -------------------
52.222-2 Payment of Overtime Premiums JUL 1990
----------------------- --------------------------------------------------------------------------- -------------------
52.222-3 Convict Labor AUG 1996
----------------------- --------------------------------------------------------------------------- -------------------
52.222-4 Contract Work Hours and Safety Standards Act -- Overtime JUL 1995
Compensation
----------------------- --------------------------------------------------------------------------- -------------------
52.222-26 Equal Opportunity APR 1984
----------------------- --------------------------------------------------------------------------- -------------------
52.222-28 Equal Opportunity Preaward Clearance of Subcontracts APR 1984
----------------------- --------------------------------------------------------------------------- -------------------
52.222-35 Affirmative Action for Special Disabled and Vietnam Era Veterans APR 1984
----------------------- --------------------------------------------------------------------------- -------------------
52.222-36 Affirmative Action for Handicapped Workers APR 1984
----------------------- --------------------------------------------------------------------------- -------------------
52.222-37 Employment Reports on Special Disabled Veterans and Veterans of the JAN 1988
Vietnam Era
----------------------- --------------------------------------------------------------------------- -------------------
52.223-2 Clean Air and Water APR 1984
----------------------- --------------------------------------------------------------------------- -------------------
52.223-6 Drug-Free Workplace JAN 1997
----------------------- --------------------------------------------------------------------------- -------------------
52.223-14 Toxic Chemical Release Reporting OCT 1996
----------------------- --------------------------------------------------------------------------- -------------------
52.224-1* Privacy Act Notification APR 1984
----------------------- --------------------------------------------------------------------------- -------------------
52.224-2* Privacy Act APR 1984
----------------------- --------------------------------------------------------------------------- -------------------
52.225-3 Buy American Act -- Supplies JAN 1994
----------------------- --------------------------------------------------------------------------- -------------------
52.225-9 Buy American Act -Trade Agreement Act - Balance of JAN 1996
Payment Program
----------------------- --------------------------------------------------------------------------- -------------------
52.225-10 Duty-Free Entry APR 1984
----------------------- --------------------------------------------------------------------------- -------------------
52.225-11 Restrictions of Certain Foreign Purchases OCT 1996
----------------------- --------------------------------------------------------------------------- -------------------
33
<PAGE>
FAR REFERENCE TITLE DATE
----------------------- --------------------------------------------------------------------------- -------------------
52.225-14 Inconsistency between English Version and Translation of Contract AUG 1989
----------------------- --------------------------------------------------------------------------- -------------------
52.225.21 Buy American Act - North American Free Trade Agreement JUN 1996
Implementation Act - Balance of Payments Program
----------------------- --------------------------------------------------------------------------- -------------------
52.226-1 Utilization of Indian Organizations Enterprises SEP 1996
----------------------- --------------------------------------------------------------------------- -------------------
52.227-2 Notice and Assistance Regarding Patent and Copyright Infringement AUG 1996
----------------------- --------------------------------------------------------------------------- -------------------
52.227-14** Rights in Data-General JUN 1987
----------------------- --------------------------------------------------------------------------- -------------------
52.227-17** Rights in Data - Special Works JUN 1987
----------------------- --------------------------------------------------------------------------- -------------------
52.227-18 Rights in Data - Existing Works JUN 1987
----------------------- --------------------------------------------------------------------------- -------------------
52.228-5 Insurance - Work on a Government Installation JAN 1997
----------------------- --------------------------------------------------------------------------- -------------------
52.228-7 Insurance - Liability to Third Persons MAR 1996
----------------------- --------------------------------------------------------------------------- -------------------
52.229-3 Federal, State, and Local Taxes JAN 1991
----------------------- --------------------------------------------------------------------------- -------------------
52.229-5 Taxes - Contracts Performed in U.S. Possessions or Puerto APR 1984
Rico
----------------------- --------------------------------------------------------------------------- -------------------
52.230-2 Cost Accounting Standards APR 1996
----------------------- --------------------------------------------------------------------------- -------------------
52.230-3 Disclosure and Consistency of Cost Accounting Practices APR 1996
----------------------- --------------------------------------------------------------------------- -------------------
52.230-4 Consistency of Cost Accounting Practices AUG 1992
----------------------- --------------------------------------------------------------------------- -------------------
52.230-6 Administration of Cost Accounting Standards APR 1996
----------------------- --------------------------------------------------------------------------- -------------------
52.232.1 Payments APR 1984
----------------------- --------------------------------------------------------------------------- -------------------
52.232-7 Payments Under Time-and-Materials and Labor Hour FEB 1997
Contracts
----------------------- --------------------------------------------------------------------------- -------------------
52.232-9 Limitation on Withholding of Payments APR 1984
----------------------- --------------------------------------------------------------------------- -------------------
52.232.16 Progress Payments JUL 1991
----------------------- --------------------------------------------------------------------------- -------------------
52.232-17 Interest JUN 1996
----------------------- --------------------------------------------------------------------------- -------------------
52.232-18 Availability of Funds APR 1984
----------------------- --------------------------------------------------------------------------- -------------------
52.232-20 Limitation of Cost APR 1984
----------------------- --------------------------------------------------------------------------- -------------------
52.232-22 Limitation of Funds APR 1984
----------------------- --------------------------------------------------------------------------- -------------------
52.232-23 Assignment of Claims JAN 1986
----------------------- --------------------------------------------------------------------------- -------------------
52.232-33 Mandatory Information for Electronic Funds Transfer Payment AUG 1996
----------------------- --------------------------------------------------------------------------- -------------------
52.233-3 Protest After Award - Alternate I (JUN 1995) AUG 1996
----------------------- --------------------------------------------------------------------------- -------------------
52.237-2 Protection of Government Buildings, Equipment, and Vegetation APR 1984
----------------------- --------------------------------------------------------------------------- -------------------
52.237-3 Continuity of Services JAN 1991
----------------------- --------------------------------------------------------------------------- -------------------
52.239-1 Privacy and Security Safeguards AUG 1996
----------------------- --------------------------------------------------------------------------- -------------------
52.242-1 Notice of Intent to Disallow Costs APR 1984
----------------------- --------------------------------------------------------------------------- -------------------
52.242-4 Certification of Final Indirect Costs JAN 1997
----------------------- --------------------------------------------------------------------------- -------------------
52.242-13 Bankruptcy JUL 1995
----------------------- --------------------------------------------------------------------------- -------------------
34
<PAGE>
FAR REFERENCE TITLE DATE
----------------------- --------------------------------------------------------------------------- -------------------
52.243.1 Changes-Fixed Price - Alternative I (APR 1984) and APR 1987
Alternative II ( APR 1984)
----------------------- --------------------------------------------------------------------------- -------------------
52.243-2 Changes--Cost-Reimbursement --Alternative I (APR 1984) and AUG 1987
Alternative II (APR 1984)
----------------------- --------------------------------------------------------------------------- -------------------
52.243.3 Changes (Time-Materials or Labor-Hours) APR 1985
----------------------- --------------------------------------------------------------------------- -------------------
52.244.1 Subcontracts (Fixed Price Contracts) FEB 1995
----------------------- --------------------------------------------------------------------------- -------------------
52.244-2 Subcontracts (Cost-Reimbursement and Letter Contracts) FEB 1997
----------------------- --------------------------------------------------------------------------- -------------------
52.244.3 Subcontracts (Time-and-Materials and Labor Hours APR 1985
Contracts
----------------------- --------------------------------------------------------------------------- -------------------
52.244-5 Competition in Subcontracting DEC 1996
----------------------- --------------------------------------------------------------------------- -------------------
52.245-1 Property Records APR 1984
----------------------- --------------------------------------------------------------------------- -------------------
52.245.2 Government Property (Fixed Price) DEC 1989s
----------------------- --------------------------------------------------------------------------- -------------------
52.245-5 Government Property(Cost Reimbursement, Time and Material, or Labor JAN 1986
Hour Contracts)
----------------------- --------------------------------------------------------------------------- -------------------
52.245-19 Government Property Furnished "As Is" APR 1984
----------------------- --------------------------------------------------------------------------- -------------------
52.246-17 Warranty of Supplies of a Non-Complex Nature APR 1984
----------------------- --------------------------------------------------------------------------- -------------------
52.246-20 Warranty of Services APR 1984
----------------------- --------------------------------------------------------------------------- -------------------
52.246-25 Limitation of Liability-Services FEB 1997
----------------------- --------------------------------------------------------------------------- -------------------
52.247-63 Preference for U.S. Flag Air Carriers JAN 1997
----------------------- --------------------------------------------------------------------------- -------------------
52.249-2 Termination for Convenience of the Government (Fixed SEP 1996
Price
----------------------- --------------------------------------------------------------------------- -------------------
52.249-6 Termination - (Cost Reimbursement) Alt IV SEP 1996
----------------------- --------------------------------------------------------------------------- -------------------
52.249.8 Default (Fixed Price Supply and Services) (APR 1984
----------------------- --------------------------------------------------------------------------- -------------------
52.249-14 Excusable Delays APR 1984
----------------------- --------------------------------------------------------------------------- -------------------
52.251-1 Government Supply Sources APR 1984
----------------------- --------------------------------------------------------------------------- -------------------
52.253-1 Computer Generated Forms JAN 1991
----------------------- --------------------------------------------------------------------------- -------------------
* The specific systems of records subject to the Privacy Act and the required
safeguards will be identified on individual Subcontract Task Orders issued
hereunder.
** All data right clauses will be specified on each Subcontract Task Order
issued. Unless specific data rights are established in a Subcontract Task Order,
the Government asserts unlimited use rights in any data, including computer
software, developed under any Subcontract Task Order issued under this contract.
*** To be used on Cost Plus Fixed Fee (CPFF) Orders Only
**** To be used on Cost Plus Incentive Fee Orders (CPIF) Only
CLAUSES WITH VARIABLE INFORMATION
I.2 FAR 52.216-18 ORDERING (OCT 1995)
(a) Any supplies and services to be furnished under this contract shall be
ordered by issuance of delivery orders or Subcontract Task Orders by
the individuals or activities designated in the Schedule. Such orders
may be issued from contract award through contract expiration
35
<PAGE>
(b) All delivery orders or Subcontract Task Orders are subject to the terms
and conditions of this contract. In the event of conflict between a
delivery order or Subcontract Task Order and this contract, the
contract shall control.
(c) If mailed, a delivery order or Subcontract Task Order is considered
"issued" when the Buyer deposits the order in the mail. Orders may be
issued orally, by facsimile, or by electronic commerce methods only if
authorized in the Schedule.
I.3 FAR 52.216-22 INDEFINITE QUANTITY (OCT 1995)
(a) This is an indefinite-quantity contract for the supplies or services
specified, and effective for the period stated, in the Schedule. The
quantities of supplies and services specified in the Schedule are
estimates only and are not purchased by this contract.
(b) Delivery or performance shall be made only as authorized by orders
issued in accordance with the Ordering clause. The Seller shall furnish
to the Buyer, when and if ordered, the supplies or services specified
in the Schedule up to and including the quantity designated in the
Schedule as the maximum.
(c) Except for any limitations on quantities in the Delivery-Order
Limitations clause or in the Schedule, there is no limit on the number
of orders that may be issued. Orders issued may require delivery to
multiple destinations or performance at multiple locations.
(d) Any order issued during the effective period of this contract and not
completed within that period shall be completed by the Seller within
the time specified in the order. The subcontract shall govern the
Seller's and Buyer's rights and obligations with respect to that order
to the same extent as if the order were completed during the contract's
effective period; provided, that the Seller shall not be required to
make any deliveries under this contract after final delivery.
I.4 FAR 52.217-9 OPTION TO EXTEND THE TERM OF THE CONTRACT (MAR 1989)
(a) The Buyer may extend the term of this contract by written notice to the
Seller within thirty (30) days of expiration of the performance period;
provided, that the Buyer shall give the Seller a preliminary written
notice of its intent to extend at least 60 days before the contract
expires. The preliminary notice does not commit the Buyer to an
extension.
(b) If the Buyer exercises this option, the extended contrac shall be
considered to include this option provision.
(c) The total duration of this contract, including the exercise of any
options under this clause, shall not exceed five (5) years.
36
<PAGE>
I.5 FAR 52.239-1 PRIVACY OR SECURITY SAFEGUARDS (AUG 1996)
(a) The Seller shall not publish or disclose in any manner, without the
Buyer's written consent, the details of any safeguards either designed
or developed by the Seller under this contract or otherwise provided by
the Buyer.
(b) To the extent required to carry out a program of inspection to
safeguard against threats and hazards to the security, integrity, and
confidentiality of Buyer data, the Seller shall afford the Buyer access
to the Seller's facilities, installations, technical capabilities,
operations, documentation, records, and databases.
(c) If new or unanticipated threats or hazards are discovered by either the
Buyer or the Seller, or if existing safeguards have ceased to function,
the discoverer shall immediately bring the situation to the attention
of the other party.
I.6 FAR 52.248-1 VALUE ENGINEERING (MAR 1989)
These data shall not be disclosed outside the Government or duplicated, used, or
disclosed, in whole or in part, for any purpose other than to evaluate a value
engineering change proposal submitted under the clause. This restriction does
not limit the Government's right to use information contained in these data if
it has been obtained or is otherwise available from the Contractor or from
another source without limitations.
FULL TEXT CLAUSES
I.7 JAR 2852.223-1 USE OF RECOVERED MATERIALS IN PAPER AND PAPER PRODUCTS
(MAR 1992)
(a) the Contractor is required under this contract to deliver any of the
paper and paper products listed below, all such items delivered shall meet the
minimum content standards for recovered materials, post consumer recovered
materials, or waste paper.
(1) Recovered materials are defined as waste material and by-products that
have been recovered or diverted from solid waste, not including those
materials and by-products generated from, and commonly reused within, an
original manufacturing process.
(2) Post consumer recovered materials are defined as waste materials
recovered from retail stores, office building, homes and so forth after
they passed through their end usage as a consumer item.
(3) Waste paper is defined as all items from the first two categories
above in addition to forest residues, and manufacturing and other wastes.
Unless otherwise directed by the Contracting Officer, the Contractor shall use
"High Grade Bleached Printing and Writing Papers" as defined in this clause to
produce all progress reports, final reports, and any other products required to
be delivered to the Government under this contract.
MINIMUM CONTENT STANDARDS FOR SELECTED PAPER AND PAPER PRODUCTS
37
<PAGE>
Minimum % Minimum % Post Minimum % Waste
Recovered consumer Recovered Paper
Materials Materials
NEWSPRINT 50
HIGH GRADE BLEACHED PRINTING
AND WRITING PAPERS
Offset printing 50
Mimeo and duplicator paper 50
Writing (stationery) 50
Office paper (e.g., note pads) 50
Paper for high speed copiers 50
Envelopes 50
Form bond including computer paper and 50
carbonless
Book papers 50
Bond paper 50
Ledger 50
Cover stock 50
Cotton Fiber papers 25
TISSUE PRODUCTS:
Toilet tissue 20
Paper towels 40
Paper napkins 30
Facial tissue 5
Doilies 40
Industrial wipes 0
UNBLEACHED PACKAGING:
Corrugated boxes 35
Fiber boxes 35
Brown papers (e.g. bags) 5
RECYCLED PAPERBOARD:
Recycled paperboard products 80
Pad backing 90
38
<PAGE>
Alternate I (APR 1984). As prescribed in 16.406(b), add the following paragraph
(q) to the basic clause:
(q) Provisioning and options. Parts, other supplies, or services that are
to be furnished under this contract on the basis of a provisioning
document or Government option shall be subject to price revision in
accordance with this clause. Any prices established for these parts,
other supplies, or services under a provisioning document or Government
option shall be treated as initial target prices, or target prices as
agreed upon and stipulated in the pricing document supporting the
provisioning or added items. Initial or firm target costs and profits
and final prices covering these parts, other supplies, or services may
be established separately, in the aggregate, or in any combination, as
the parties may agree.
39
<PAGE>
PART III - LIST OF DOCUMENTS AND OTHER ATTACHMENTS
--------------------------------------------------
SECTION J - LIST OF ATTACHMENTS
-------------------------------
J.1 LIST OF ATTACHMENTS
Attachment 1 Subcontractor Proposal
40
<PAGE>
PART IV - REPRESENTATIONS
-------------------------
SECTION K - INCORPORATION OF CERTIFICATIONS
-------------------------------------------
K.1 INCORPORATION OF CERTIFICATIONS
Section K, "Representations, Certifications and Other Statements of Offerors" of
the RFP, returned filled in, signed and dated February 20, 2002, are hereby
incorporated by reference in this Agreement.
41
<PAGE>
ATTACHMENT I. SUBCONTRACTOR PROPOSAL FOR DCL SYSTEM & GES MAINTENANCE
1.0 SCOPE
This Statement of Work (SOW) defines the Maintenance Services and
performance parameters to be provided by the contractor in support of the
Department of Homeland Security (DHS) Dedicated Commuter Lanes (DCL) system
and the associated Global Enrollment System (GES). Currently, there are two
types of DCL systems deployed: NEXUS and SENTRI. The NEXUS system is
installed at 10 Northern US border locations and the SENTRI system is
installed at the three Southern US border locations. The scope of this SOW
addresses the San Diego Port of Entry (POE) only.
2.0 BACKGROUND
The DCL system was designed to decrease the inspection time for enrolled,
low-risk travelers who frequently enter the United States by vehicle. Port
of Entry travel times in conventional lanes have been decreased by removing
low-risk travelers from those lanes. As a result, inspectors in conventional
lanes have been able to spend more time focusing on potentially higher risk
travelers.
DCL has two versions currently deployed. These versions, NEXUS and SENTRI,
allow faster processing of low-risk travelers who travel through U.S. Ports
of Entry (POEs) between Canada and the United States or between Mexico and
the United States. Users must be enrolled in the Global Enrollment System
(GES) at each POE region where they might enter before they can use the DCL
system. The DCL system allows for faster processing at POEs by using radio
frequency identification (RFID) technology that identifies DCL enrollees. A
U.S. inspector verifies the identity and status of the traveler after the
DCL system retrieves the traveler's information and displays it on the
monitor in the inspector's booth.
3.0 DEFINITIONS AND NOMENCLATURE
o DCL - Dedicated Commuter Lane. A single vehicl passage lane
dedicated for passage of the enrolled trusted travelers.
o GES - Global Enrollment System. The GES captures and stores
all pertinent information regarding the enrollees in the DCL
system. For NEXUS enrollees only personal information is
stored. For SENTRI enrollees both personal and vehicle
information is stored.
o VALIDATION SUBSYSTEM - The validation subsystem provides an
operator interface to the inspector. It can interface with the
data server or the lane controller depending on the
configuration. The validation subsystem connects to the ges
database where information and images of all enrollees and
vehicles are retrieved. These images, along with information
about the vehicle, are displayed for the inspector to verify
the identity of the vehicle and its occupants.
42
<PAGE>
o PRIMARY INSPECTION BOOTH - First Inspection are for vehicles
entering the U.S Port of Entry.
o PRE-PRIMARY - Open space prior to the primary inspection booth
o SECONDARY INSPECTION AREA - Intensive examination for suspect
vehicles
o EGRESS LANES - Exit area for cleared vehicles into the United
States.
o SYSTEM AVAILABILITY - Expressed as a percentage the actual
number of operational hours divided by the total scheduled
hours. For example, if the system were down four (4) hours out
of a scheduled 80 hours, the achieved actual availability is
76/80 or 95%.
o RESPONSE TIME - The response time is defined as the time from
the receipt of a trouble call by the contractor, until the
physical arrival of the contractor's technical representative
on the site of the trouble call.
o SYSTEM CONFIGURATION - The SYSTEM CONFIGURATION refers to the
entire set of equipment acquired by the government and placed
in service at a port of entry. It includes, but is not limited
to, all Enrollment Center equipment, all Lane Control
equipment, and any hardware or software module that is part of
the DCL system at the port of entry.
o CRITICAL FAILURES - Failures in the DCL system are critical
when the malfunction results in the system being in a
non-operational state.
o NON-CRITICAL FAILURES - Failures in the DCL system are
considered non-critical when the malfunction results in the
system being in an operational but impaired state.
4.0 OPERATIONAL CONCEPT
Travelers are required to fill out an application for admittance to the
DCL program through the DHS enrollment centers located at the
respective border crossing sites. The DHS enrollment centers facilitate
travelers entry into the Global Enrollment System (GES) database. The
enrollment centers process the application along with a set of the
applicants' fingerprints. The results of this background investigation
determine whether or not applicants will be accepted into the DCL
program.
Once accepted, the applicant is photographed and issued either a
proximity card (NEXUS) or a transponder (SENTRI). The proximity card
associated with the NEXUS system includes the traveler's photo, printed
identifying data, and encoded data that can be read remotely by
radio-frequency equipment installed in the DCL. The transponder
associated with the SENTRI system provides similar personal information
to the inspectors and also provides vehicle information as well.
The registered travelers and their vehicles (vehicles checked for
SENTRI only) are periodically checked for any change in background
status that may affect their eligibility.
Figure 1 is representative of all NEXUS lanes. A dedicated access lane
is provided for NEXUS users allowing vehicles to by-pass the general
traffic lanes and provides fast access into the United States. As the
vehicle enters the Automated Identification zone, each traveler in the
NEXUS program presents his/her proximity card to the reader. The
information on the card is then checked against the GES database for
verification and any pertinent updated information regarding the
traveler. All of the information is provided to the lane operator for
verification at the Validation Subsystem.
43
<PAGE>
[GRAPHIC OMITTED]
FIGURE 1 - GENERAL NEXUS DCL SYSTEM CONFIGURATION
-------------------------------------------------
At the Inspector Clearance Area, any missed NEXUS cards are read for
verification. The inspector then performs the appropriate checks and
verifications on the driver and all passengers in the vehicle based on
the information presented via the Validation Subsystem. Authorized
vehicles are cleared to enter the United States and unauthorized or
suspected vehicles, drivers, or passengers are directed to the
Secondary inspection area. Traffic control signals are deployed at the
DCL exit to direct vehicles through the inspection process.
Figures 2 and 3 demonstrate the SENTRI lane configurations for San
Diego POE. A dedicated access lane is provided for SENTRI users
allowing vehicles to by-pass the general traffic lanes and provides
fast access into the United States. As the vehicle enters the Automated
Identification zone, the vehicle's transponder is activated and read by
the Ergo/Transcore system. The ID data from the transponder is then
sent to the Validation Subsystem to retrieve the appropriate
information from the GES database. The retrieved information is
provided to the lane operator for verification.
44
<PAGE>
[GRAPHIC OMITTED]
FIGURE 2 - OTAY MESA SENTRI DCL SYSTEM CONFIGURATION
----------------------------------------------------
[GRAPHIC OMITTED]
FIGURE 3 - SAN YSIDRO SENTRI DCL CONFIGURATION
----------------------------------------------
45
<PAGE>
At the Inspector Clearance Area, any missed transponders ID's are read
for verification. The inspector then performs the appropriate checks
and verifications on the driver and all passengers in the vehicle based
on the information presented via the Validation Subsystem. Authorized
vehicles are cleared to enter the United States and unauthorized or
suspected vehicles, drivers, or passengers are directed to the
Secondary inspection area. Traffic control devices (gates, signal
lights, and bollards) are deployed at the DCL exit to prevent vehicles
from bypassing the inspection process. At some locations, pipe bollards
and/or concrete barriers delineate the vehicle path to the U.S. and
secondary inspection areas.
GES collects biographic and biometric data about applicants for
automated inspection systems and stores this information. GES enrolls
low-risk travelers who are then able to enter the United States by
verifying their ID and enrollment status with an automated system, to
accelerate individual examination by a Customs and Border Protection
(CBP) Inspector. The system provides the enroll travelers with either a
proximity card (NEXUS) or a transponder for a specific vehicle
(SENTRI).
There are two versions of the GES to support: Version 1.8.x and Version
1.10.x. Version 1.8.x is used to enroll travelers using the NEXUS
system at a POE. Figure 5 exhibits the GES Version 1.8.x configuration.
Version 1.10.x is used to enroll travelers and vehicles using the
SENTRI system at a POE. Figure 6 exhibits the GES Version 1.10.x
configuration.
5.0 SUPPORT ENVIRONMENT
This section presents the hardware and software configuration for the DCL
systems and GES to be maintained under this SOW. Both the NEXUS and SENTRI
system configurations are detailed.
5.1 NEXUS DCL SYSTEM
5.1.1 NEXUS DCL HARDWARE COMPONENTS
The following is a high-level summary of the NEXUS DCL hardware components:
o Cserver 1220 (or 2025) Pentium 4 rackmount computer
o SBC, Pentium 133 MHz with 32MB of random access memory (RAM)
o Seiko thermal receipt printer
o Laser sensor (vehicle detection and separation)
o Proximity card reader and antennae
o Inspector's display
o Inspector's control panel
o Lane open/closed lights
o Booth entry lights
o Booth exit lights
o Blackbox Matrix ServSwitch
o Monitor, keyboard, and trackball mouse
o Video graphics array (VGA) National Television Standards
Committee (NTSC) video converter/switch
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o Ethernet switch/hub
o APC uninterruptible power supply (UPS)
o Serial A/B switch ; Keyboard video mouse (KVM) extender (local
and remote)
o Panasonic time-lapse VCR
o Panasonic video multiplexer
o Netopia router
o External booth enclosure
o External prequeue enclosure
o Internal booth enclosure
o Video power supply enclosure
o Camera enclosure and video camera
o HP Jetdirect print server
o Ethernet/local area network (LAN) repeater/signal booste
(Detroit Tunnel only)
[GRAPHIC OMITTED]
FIGURE 5 - GES VERSION 1.8.X CONFIGURATION
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[GRAPHIC OMITTED]
FIGURE 6 - GES VERSION 1.10.X CONFIGURATION
5.1.2 NEXUS DCL SOFTWARE COMPONENTS
The following is a high-level summary of the NEXUS DCL software components:
o Windows 95B and/or Windows 2000 (sp3)
o Oracle8.0.5 client
o DCL Validation 4.1.2
o DCL Winnode Dataserver 2.0
o DCL SBC 1.2
o DCL Sim32 1.0
o Symantec PCAnywhere 10 (Detroit and Buffalo only)
o Efkon Laser Softguide 1.1
o Receipt printer drivers
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5.2 SENTRI DCL SYSTEM
5.2.1 SENTRI DCL HARDWARE COMPONENTS
The following is a list of all the main hardware components in a single-lane
SENTRI system:
o Cserver 1220 1.8Ghz Pentium 4 1U rackmount computer
o Blackbox ServSelect
o Monitor, keyboard, & trackball mouse
o VGA splitter
o Ethernet switch/hub
o APC UPS ; Serial A/B switch (Otay Mesa only)
o Blackbox gang switch (San Ysidro only)
Refer to Figures 1, 2, and 3 for detailed information regarding the SENTRI DCL
system configurations currently deployed.
5.2.2 SENTRI DCL SOFTWARE COMPONENTS
The following is a high-level summary of the SENTRI DCL software components:
o Windows 2000 (sp3)
o Oracle 8.0.5 client
o DCL Validation 4.1.2
o Symantec PCAnywhere 10
5.3. GES VERSION 1.8.X
5.3.1 GES VERSION 1.8.X HARDWARE COMPONENTS
The following lists the hardware components for GES Version 1.8.x:
o One Intel Pentium II or 100-percent compatible workstation as
primary domain controller (PDC)
o One Intel Pentium II or 100-percent compatible workstation as
backup domain controller (BDC)
o One Intel Pentium-based, server-grade computer as database
server (DBS)
o Intel Pentium II or 100-percent compatible workstations as
enrollment workstations
o Data card printer
o Hand geometry unity (HGU)
o Black Box signal converter
o Digital camera
o Proximity card reader/writer
o Network laser printer with Transmission Control Protocol
(TCP)/Internet Protocol (IP) support and JetDirect ; Four-port
hub ; Uninterruptible power supply (UPS)
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5.3.2 GES VERSION 1.8.X SOFTWARE COMPONENTS
The following software is required for GES Version 1.8.x:
o Oracle 8.05
o Microsoft Windows NT 4.0 Server
o Microsoft Windows NT 4.0 Workstation
o Oracle for Windows NT
o ArcServeIT 2000 Backup Software
o Oracle Backup Agent for ArcServeIT 2000
o PCAnywhere 10
o Hewlett-Packard JetAdmin ;IQ Engineering Super Fonts
o DynaComm Elite 3.6.2
o Microsoft Windows NT 4.0 Resource Kit and Supplement
o UPS Powerchute Communication Software
o GES Version 1.8.x
5.4 GES VERSION 1.10.X
5.4.1 GES VERSION 1.10.X HARDWARE COMPONENTS
The following lists the hardware components for GES Version 1.10.x:
o One Intel Pentium II or 100-percent compatible workstation as
the PDC
o One Intel Pentium II or 100-percent compatible workstation as
the BDC
o One Intel Pentium-based, server-grade computer as DBS
o Intel Pentium II or 100-percent compatible workstations as
enrollment workstations
o Data Card printer
o HGU
o Black Box signal converter
o Digital camera
o Network laser printer with TCP/IP support and JetDirect
support
o UPS
5.4.2 GES VERSION 1.10.X SOFTWARE COMPONENTS
The following software is required for GES Version 1.10.x:
o Oracle 8.05
o Microsoft Windows NT 4.0 Server
o Microsoft Windows NT 4.0 Workstation
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o Oracle for Windows NT
o ArcServeIT 2000 Backup Software
o Oracle Backup Agent for ArcServeIT 2000
o PCAnywhere 10
o Hewlett-Packard JetAdmin
o IQ Engineering Super Fonts
o DynaComm Elite 3.6.2
o Microsoft Windows NT 4.0 Resource Kit and Supplement
o UPS Powerchute Communication Software
o GES Version 1.10.x
6.0 PERFORMANCE CRITERIA
This SOW requires all DCL lanes and locations along with their respective GES
centers to be functionally operational 95% of the time during normal operating
hours. The chart below shows the current operational times for each location.
The system availability is calculated at the performance requirement of 95%
availability per week/month during normal hours of operation. The weekly
downtimes can be carried over throughout a given month. However, the total
downtime per month cannot exceed the 95% availability.
-------------------------------------- ------------------ --------------- ---------- -------------------- -----------------------
Hours Days Avg. Total Allowable
DCL Locations of of Total Allowable Downtime per
Operation Operation Hours Downtime per Month
Week
-------------------------------------- ------------------ --------------- ---------- -------------------- -----------------------
Otay Mesa, CA 6am - 8pm Mon - Fri 70 3.5 hrs 16 hrs
-------------------------------------- ------------------ --------------- ---------- -------------------- -----------------------
San Ysidro, CA 6am -10pm Mon - Fri
8am - 8pm Sat & Sun 104 5.2 hrs 23 hrs
-------------------------------------- ------------------ --------------- ---------- -------------------- -----------------------
7.0 PERFORMANCE REQUIREMENTS
The contractor shall provide DCL system maintenance in two major areas:
Preventative Maintenance (PM) and Corrective Maintenance (CM). The contractor
shall also manage a spare parts inventory deemed necessary to meet the 95%
system availability rate. The requirements in each of these areas are detailed
below.
7.1 PREVENTATIVE MAINTENANCE (PM)
All Preventative Maintenance activities shall be performed on a periodic basis
to ensure that the DCL systems and GES centers are always in a state where the
likelihood of a critical failure is minimized. PM activities shall be performed
on a schedule that ensures the system availability performance criteria stated
in Section 6 of this SOW are met. PM shall be conducted in accordance with the
periodic schedule listed in the following sections.
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7.1.1 WEEKLY ACTIVITIES
o Meet with the DCL and GES supervisors at the port to address
any issues or concerns that may have come up during the week.
Scheduling of maintenance activities for the upcoming week(s)
shall be agreed upon during the weekly meeting as well.
o Perform a visual inspection of all hardware used in the DCL
system and GES center. Ensure that all of the
hardware/software functions have been running as expected by
checking error logs.
o Thoroughly clean the Hand Geometry Unit (HGU) in the GES
center using the procedure in the GES Maintenance Manual.
o Thoroughly clean the Data Card Printer in the GES Center using
the procedure in the GES Maintenance Manual.
7.1.2 MONTHLY ACTIVITIES
o Check all cable connections in the rack and tighten all loose
connections.
o Log into each computer and conduct a scandisk and defrag of
the hard drives.
o Check to make sure there is at least 500 MB of free spac on
the hard drives.
o If space is at a minimum, back up all old border crossin event
record (BCER) log files and delete all logs from the drive.
o Relabel any equipment that has lost its original label.
o Do a diagnostics on the APC UPS.
o Do a network diagnostics by pinging and tracing all know
devices on the network.
o Test the system hardware by running applications and
simulators on all primary and backup lane equipment.
o Clean the backup tape drive in the GES Center using a cleaning
tape along with the procedure in the GES Maintenance Manual.
7.1.3 QUARTERLY ACTIVITIES
o Using compressed air, thoroughly clean all hardware to make
them free of dust.
o Check for and Install any software or hardware updates t the
DCL system after approval of the appropriate Contractor and
Government personnel.
7.2 CORRECTIVE MAINTENANCE
For Corrective Maintenance activities the contractor shall diagnose, repair
and/or replace and bring back to full service, all DCL systems covered under
this contract. The contractor will provide all equipment and resources,
including supplies, transportation of parts and skilled labor to fulfill these
requirements.
7.2.1 TROUBLE CALL NOTIFICATION
All trouble calls should be routed through the DHS CBP help desk to ensure that
the proper notification protocol is followed in the reporting of the problem.
All of the following information should be available to help facilitate a swift
corrective action.
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o Name and title of personnel reporting the problem
o Site location, address, and telephone number
o Name of the system (i.e., DCL Lane number, Validation System)
o A detailed description of the problem and the events tha led
to the problem. (For example, enrollee information is not
appearing on the inspector's display; system does not seem to
be responding.)
o A description of when the problem first occurred (what task
was being performed, e.g., problem first occurred after
several cars passed through the lane. The lane seemed to be
running slow, and then it seemed to freeze.)
A trouble ticket is generated from the information and the appropriate person is
notified to resolve the problem.
The notification path to the maintenance contractor shall be setup to ensure
that the performance criteria shall be met. The local area maintenance
contractors shall have company cell phones to allow direct access from the DHS
Help Desk personnel. A central answering service will also be made available to
cover instances when the local contractors are not accessible. The DCL
Inspectors and Supervisors shall also have direct access to the maintenance
contractors; however, the standard protocol requires that the calls be routed
through the DHS Help Desk. Once the DHS Help Desk has been informed of the
problem and a trouble ticket has been generated, direct contact with the
maintenance contractors is permitted. This method has proved effective in the
past and present for maintenance work on the southern US border ports.
7.2.2 TROUBLE CALL RESPONSE TIME
The Response Time for trouble calls are defined for both critical and
non-critical failures.
For all critical failures the contractor shall respond within two (2)
operational hours of notification by a DHS official.
All Non-critical failures require the contractor to respond within eight (8)
operational hours of notification by a DHS official. Where feasible non-critical
failures shall be repaired during non peak, or off hours so the impact on the
operation of the port of entry is minimized.
7.3 SPARE PARTS INVENTORY MANAGEMENT
The Contractor shall be responsible for managing the spare parts inventory to
provide system availability rate of 95% as stated in Section 6 of this Statement
of Work.
Spare parts shall be billed to the prime contractor at purchased cost. Invoices
and/or receipts shall be provided for all purchases when invoices are submitted
to the prime contractor.
The contractor's estimate of spare parts inventory is based on
component/sub-system availability and component/subsystem impact on the system.
A recommended spare parts list shall be agreed upon at the start of the
maintenance period and may be modified based on in field experience over time.
All additions, deletions, or quantity changes to the spares list shall be agreed
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upon by both parties. There is no provision for local storage space included in
the proposal thus if a requirement for one becomes necessary, the associated
cost shall be added to the maintenance agreement. The contractor will exchange
and replace defective or worn parts when such replacements are required to
maintain proper operation. The spare parts inventory shall be replenished as it
is used.
8.0 ADDITIONAL TASKS
During the period of this Maintenance Agreement, there may be additional added
scope work efforts proposed based on the Contractor's recommendations to improve
the system. In this case, both parties must agree to the cost and level of
effort required before such tasks are implemented. These additional tasks
include, but are not limited to:
o Technical Support
o Special Installations
o Software Support
o Engineering/Development
9.0 DOCUMENTATION AND TRAINING
At the time of award, the prime contractor shall provide all of the necessary
maintenance documentation, manufacturer's drawings, and a complete set of
"as-built" drawings for each DCL and GES location (as available). All user
interface specifications and software flow diagrams shall be supplied as well.
An intensive training session shall be provided by the prime contractor at the
time of award. The contractor shall ensure that all of the DCL and GES
maintenance technical team leaders attend this training session. The contractor
shall be responsible for training all of the local maintenance team members.
10.0 DELIVERABLES
The contractor will manage the maintenance effort and provide a log and summary
report of maintenance activities on a monthly basis. The log and summary report
of maintenance activities shall be provided by the third Monday of the month in
a format acceptable to CSC and the Contractor. The log report will detail the
time the trouble call was received, the time contractor responded, nature of the
problem, corrective measures taken, mean time to repair, and length of time the
system was down.
The contractor will update and maintain the DCL and GES Maintenance Manuals as
required to ensure that all of the documentation reflects the present system
configuration and proper maintenance procedures. Sections detailing the debug
procedures for commonly found problems will be incorporated as well.
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11.0 PERSONNEL
11.1 PERSONNEL QUALIFICATIONS & BACKGROUND CHECK
The Contractor shall provide qualified personnel to support the Statement of
Work. Technically qualified personnel will be required to undergo a background
investigation by the DHS to ensure their suitability for access to sensitive
information.
11.2 PERSONNEL ALLOCATION REQUIREMENTS
The current DCL/GES breakdown requires that two field engineers (San Ysidro and
Otay Mesa DCL Sites) support the San Diego POE.
The efforts of the field engineers shall be supported by a Technical
Representative and a Program Manager at the contractor's home office. All
reporting, documentation, accounting, management and administrative activities
shall be executed by these individuals. These individuals shall be responsible
for all POE expansion activities and all interfacing to the prime contractor.
12.0 PERIOD OF PERFORMANCE
The period of performance for this SOW, which applies to the San Diego POE only,
is from 8 December 2003 through 23 September 2004. This statement of work may be
updated to reflect associated period of performances for the other POEs as the
maintenance efforts at those ports are required. The intention is to use the San
Diego Port of Entry as a performance verification site.
13.0 MAINTENANCE COST BASIS
The cost basis for the maintenance effort has been modeled after the Ergo
Systems maintenance and support the San Diego POE. This effort has been executed
through a GSA contract with the government and the associated GSA rates (plus
2%) shall apply to this proposal as well. The billing rates are divided into 2
categories: Program Manager and Field Engineer as shown below:
PERSONNEL LABOR CATEGORY LABOR RATE PER HOUR
------------------------------------ -----------------------------
Program Manager $88.41/hr
------------------------------------ -----------------------------
Field Service Engineer $72.83/hr
------------------------------------ -----------------------------
Applying the labor rates to the required staffing the following table provides
the weekly cost for the effort at the San Diego POE. Total costs for the POE
shall be determined by applying the period of performance (in weeks) identified
in Section 13 to the weekly cost total above.
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SAN DIEGO PORT OF ENTRY
-----------------------
Personnel Labor Category Labor Rate (Hr) Qty Required Total Cost
---------------------------------- ---------------------- ------------------ ---------------
Program Manager $88.41 0.25 $884.10
---------------------------------- ---------------------- ------------------ ---------------
Home Office Tech. Rep. $72.83 0.25 $728.30
---------------------------------- ---------------------- ------------------ ---------------
Field Service Engineers $72.83 2 $5,826.40
---------------------------------- ---------------------- ------------------ ---------------
14.0 POE ACTIVATION PROCEDURES
Upon the agreement and acceptance of this SOW and the applicable contract
documents the maintenance effort at the San Diego Port of Entry shall commence.
All other POEs shall begin when the appropriate POE activation contract
documents are signed and the period of performance has been agreed upon by both
parties.
Once a POE has been activated, there shall be a 60 day mobilization and training
period before the maintenance effort is fully operational. Section 15 details
the startup and mobilization efforts.
After the activation contract has been signed by both parties, the activation
shall remain in force for the entire period of performance. The following
exceptions are the only valid causes for early termination of the contract:
o Negligent performance by sub-contractor (as defined in
performance rating document).
o End or cancellation of government contract to prime
contractor.
15.0 STARTUP SCHEDULE AND LOGISTICS
The startup effort shall commence upon the contract award and a number of
efforts will need to be accomplished in short order to ensure that the full
maintenance team is in place and fully trained within 60 days of award.
o TRAINING AND DEPLOYMENT PLAN - A plan shall be agreed upon for
the prime contractor to train the maintenance team leaders.
This plan and training time logistics (1 to 2 weeks at CSC
mock up or on site) will be completed within 1 week of the
contract award. The priorities and area coverage issues will
be discussed and formalized as well. All of the documentation
associated with the equipment to be maintained will be put
together for training purposes.
o MAINTENANCE TEAM LEADER TRAINING - An intensive training
effort for the maintenance team leaders shall be executed in
weeks 3 and 4 of the startup plan. This allows the team
leaders to start training the local maintenance staff in week
5 when they start working.
o LOCAL MAINTENANCE TEAM TRAINING - All local maintenance team
training shall be executed at the respective sites. The site
team leader and the local maintenance team shall investigate,
review and understand all of the required maintenance
activities over a 2-4 week period. The prime contractor shall
have personnel available for remote issue resolution during
this period. During this period the maintenance effort shall
be in effect, however, the performance criteria and
requirements shall NOT be in effect until the training period
is completed.
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