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									                                                                                             1. THIS CONTRACT IS A RATED ORDER                                                RATING                                PAGE OF         PAGES
          SOLICITATION, OFFER AND AWARD                                                          UNDER DPAS (15 CFR 700)
                                                                                                                                                                                             N/A                           1
2. CONTRACT NUMBER                                            3. SOLICITATION NUMBER                                4. TYPE OF SOLICITATION                         5. DATE ISSUED                    6. REQUISITION/PURCHASE NUMBER

                                                               HSFECD-09-R-0006                                                SEALED BID (IFB)                    12-01-2008
                                                                                                                           X   NEGOTIATED (RFP)

7. ISSUED BY                                                                         CODE                                      8. ADDRESS OFFER TO         (If other than Item 7)
         Federal Emergency Management Agency                                                                                      US DEPARTMENT OF HOMELAND SECURITY
         Center for Domestic Preparedness                                                                                         CENTER FOR DOMESTIC PREPAREDNESS
                                                                                                                                  40 TWILL LANE
         P.O. Box 5100                                                                                                            ATTN: DAVID J. BUNT
         Anniston AL 36205                                                                                                        ANNISTON AL 36205

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

                                                                                                            SOLICITATION
                                               6
9. Sealed offers in original and _____________________________ copies for furnishing the supplies or services in the Schedule will be received at the place specified in Item 8, or if handcarried, in the depository located in
         Item 7                                                                                                                                    until   1:00 PM-central   local time 01-06-2009
                                                                                                                                                                                         _______________________
                                                                                                                                                        (Hour)                                      (Date)
CAUTION - LATE Submissions, Modifications, and Withdrawals: See Section L, Provision No. 52.214-7 or 52.215-1. All Offers are subject to all terms and conditions contained in this solicitation.
10. FOR INFORMATION CALL:                           A. NAME                                                           B. TELEPHONE (NO COLLECT CALLS)                               C. E-MAIL ADDRESS

                                                                                                                   AREA CODE           NUMBER                   EXT.
                                                  David Bunt                                                                   (256)847-2371                                    David.Bunt@dhs.gov
                                                                                                            11. TABLE OF CONTENTS

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

                                              PART I - THE SCHEDULE                                                                                                     PART II - CONTRACT CLAUSES
   X         A      SOLICITATION/CONTRACT FORM                                                                                    X       I       CONTRACT CLAUSES
   X         B      SUPPLIES OR SERVICES AND PRICES/COSTS                                                                                          PART III - LIST OF DOCUMENTS, EXHIBITS AND OTHER ATTACH.
   X         C      DESCRIPTION/SPECS./WORK STATEMENT                                                                             X       J       LIST OF ATTACHMENTS
   X         D      PACKAGING AND MARKING                                                                                                                   PART IV - REPRESENTATIONS AND INSTRUCTIONS
   X         E      INSPECTION AND ACCEPTANCE                                                                                                     REPRESENTATIONS, CERTIFICATIONS AND OTHER
                                                                                                                                          K       STATEMENTS OF OFFERORS
   X         F      DELIVERIES OR PERFORMANCE                                                                                     X
   X         G      CONTRACT ADMINISTRATION DATA                                                                                  X       L       INSTR., CONDS., AND NOTICES TO OFFERORS
   X         H      SPECIAL CONTRACT REQUIREMENTS                                                                                 X       M       EVALUATION FACTORS FOR AWARD

                                                                                 OFFER (Must be fully completed by offeror)
NOTE: Item 12 does not apply if the solicitation includes the provisions at 52.214-16, Minimum Bid Acceptance Period.

12. In compliance with the above, the undersigned agrees, if this offer is accepted within ________ calendar days (60 calendar days unless a different period is inserted by the offeror) f rom the date
     for receipt of offers specified above, to furnish any or all items upon which prices are offered at the price set opposite each item, delivered at the designated point(s), within the time specified in the
     schedule.
13. DISCOUNT FOR PROMPT PAYMENT                                                  10 CALENDAR DAYS (%)                          20 CALENDAR DAYS (%)                    30 CALENDAR DAYS (%)                   CALENDAR DAYS (%)
    (See Section I, Clause No. 52-232-8)

14. ACKNOWLEDGEMENT OF AMENDMENTS                                                                AMENDMENT NO.                                     DATE                                AMENDMENT NO.                             DATE
    (The offeror acknowledges receipt of amendments to the
    SOLICITATION for offerors and related documents
    numbered and dated:

15A. NAME AND                                                              CODE                                       FACILITY                                   16. NAME AND TITLE OF PERSON AUTHORIZED TO SIGN OFFER
      ADDRESS                                                                                                                                                      (Type or print)
      OF OFFEROR




              15B. TELEPHONE NUMBER                                                                                                                              17. SIGNATURE                                             18. OFFER DATE
                                                                       15C. CHECK IF REMITTANCE ADDRESS IS DIFFERENT FROM
AREA CODE         NUMBER                     EXT.
                                                                       ABOVE - ENTER SUCH ADDRESS IN SCHEDULE


                                                                                        AWARD (To be completed by Government)
19. ACCEPTED AS TO ITEMS NUMBERED                                            20. AMOUNT                                        21. ACCOUNTING AND APPROPRIATION



22. AUTHORITY FOR USING OTHER THAN FULL AND OPEN COMPETITION:                                                                  23. SUBMIT INVOICES TO ADDRESS SHOWN IN                         ITEM
                                                                                                                                    (4 copies unless otherwise specified)
                 10 U.S.C. 2304(a) (    )                                             41 U.S.C. 253(c) (     )
24. ADMINISTERED BY (If other than Item 7)                                            CODE                                     25. PAYMENT WILL BE MADE BY                                                          CODE

        Federal Emergency Management Agency                                                                                        Federal Emergency Management Agency/FCC
        Center for Domestic Preparedness

        P.O. Box 5100                                                                                                              P.O. Box 800
        Anniston AL 36205                                                                                                          Berryville VA 22611
26. NAME OF CONTRACTING OFFICER (Type or print)                                                                                27. UNITED STATES OF AMERICA                                                                28. AWARD DATE




                                                                                                                                                     (Signature of Contracting Officer)
IMPORTANT - Award will be made on this Form, or on Standard Form 26, or by other authorized official written notice.

AUTHORIZED FOR LOCAL REPRODUCTION                                                                                                                                                                  STANDARD FORM 33 (REV. 9-97)
Previous edition is unusable                                                                                                                                                                   Prescribed by GSA-FAR (48 CFR) 53.214(c)
                                                              Table of Contents
PART I - THE SCHEDULE ........................................................................................................................... A-1

SECTION A - SOLICITATION/CONTRACT FORM ............................................................................... A-1
       SF 33       SOLICITATION, OFFER AND AWARD ................................................................................. A-1
PART I - THE SCHEDULE ............................................................................................................................ B-1

SECTION B - SUPPLIES OR SERVICES AND PRICE/COSTS ............................................................... B-1
       B.1 ESTIMATED COST AND FIXED FEE ........................................................................................... B-1
       B.2 NEGOTIATED INDIRECT COST RATES ..................................................................................... B-3
SECTION C - DESCRIPTION/SPECIFICATIONS/STATEMENT OF WORK..................................... C-1

SECTION D - PACKAGING AND MARKING .......................................................................................... D-1

SECTION E - INSPECTION AND ACCEPTANCE .................................................................................... E-1
       E.1 NOTICE LISTING CONTRACT CLAUSES INCORPORATED BY REFERENCE ..................... E-1
       E.2 INSPECTION AND ACCEPTANCE................................................................................................. E-1
       E.3 GOVERNMENT QUALITY ASSURANCE PLAN AND SURVEILLANCE ................................. E-1
       E.4 METHODS OF SURVEILLANCE ................................................................................................... E-2
       E.5 PERFORMANCE OF GOVERNMENT CONTRACT QUALITY ASSURANCE FUNCTIONS .. E-2
SECTION F - DELIVERIES OR PERFORMANCE ................................................................................... F-1
       F.1 NOTICE LISTING CONTRACT CLAUSES INCORPORATED BY REFERENCE ..................... F-1
       F.2 PERIOD OF PERFORMANCE .......................................................................................................... F-1
       F.3 PRINCIPAL PLACE OF PERFORMANCE ...................................................................................... F-1
SECTION G - CONTRACT ADMINISTRATION DATA ......................................................................... G-1
       G.1 INVOICES ....................................................................................................................................... G-1
       G.2 TECHNICAL DIRECTION AND SURVEILLANCE .................................................................... G-2
SECTION H - SPECIAL CONTRACT REQUIREMENTS ....................................................................... H-1
       H.1 REPRODUCTION OF REPORTS .................................................................................................... H-1
       H.2 WAGE DETERMINATION ............................................................................................................ H-1
       H.3 NON-PERSONAL SERVICES ........................................................................................................ H-1
       H.4 WELFARE TO WORK .................................................................................................................... H-1
       H.5 CONTRACTOR UTILIZATION OF GOVERNMENT FACILITIES............................................ H-1
       H.6 IDENTIFICATION OF CONTRACTOR EMPLOYEES ................................................................. H-2
       H.7 IDENTIFICATION OF CONTRACTOR VEHICLES .................................................................... H-2
       H.8 ELECTRONIC AND INFORMATION TECHNOLOGY (EIT) ...................................................... H-2
PART II - CONTRACT CLAUSES ................................................................................................................ I-1

SECTION I - CONTRACT CLAUSES ......................................................................................................... I-1
       I.1 NOTICE LISTING CONTRACT CLAUSES INCORPORATED BY REFERENCE ....................... I-1
       I.2 52.216-7 ALLOWABLE COST AND PAYMENT (DEC 2002) ...................................................... I-3
       I.3 52.217-8 OPTION TO EXTEND SERVICES (NOV 1999) ............................................................. I-6
       I.4 52.217-9 OPTION TO EXTEND THE TERM OF THE CONTRACT (MAR 2000) ........................ I-6
       I.5 52.219-9 SMALL BUSINESS SUBCONTRACTING PLAN (JULY 2005) ALTERNATE II (OCT
              2001)(DEVIATION) ........................................................................................................................ I-6
       I.6 52.219-26 SMALL DISADVANTAGED BUSINESS PARTICIPATION PROGRAM--INCENTIVE
              SUBCONTRACTING (OCT 2000) ............................................................................................... I-12
       I.7 52.219-28 POST-AWARD SMALL BUSINESS PROGRAM REREPRESENTATION (JUNE 2007)I-12
       I.8 52.222-2 PAYMENT FOR OVERTIME PREMIUMS (JUL 1990) ............................................... I-14
       I.9 52.222-21 PROHIBITION OF SEGREGATED FACILITIES (FEB 1999)..................................... I-14
       I.10 52.222-39 NOTIFICATION OF EMPLOYEE RIGHTS CONCERNING PAYMENT OF UNION
             DUES OR FEES (DEC 2004) ........................................................................................................ I-14
       I.11 52.222-41 SERVICE CONTRACT ACT OF 1965 (NOV 2007) ................................................... I-16
       I.12 52.222-42 STATEMENT OF EQUIVALENT RATES FOR FEDERAL HIRES (MAY 1989) .. I-21
       I.13 52.244-2 SUBCONTRACTS (JUNE 2007) ALTERNATE I (JUNE 2007) ................................... I-21
       I.14 52.244-5 COMPETITION IN SUBCONTRACTING (DEC 1996) .............................................. I-24
       I.15 52.223-3 HAZARDOUS MATERIAL IDENTIFICATION AND MATERIAL SAFETY DATA
             (JAN 1997) ALTERNATE I (JUL 1995) ...................................................................................... I-24
       I.16 52.249-14 EXCUSABLE DELAYS (APR 1984) .......................................................................... I-25
       I.17 52.250-5 SAFETY ACT-EQUITABLE ADJUSTMENT (NOV 2007) ......................................... I-26
       I.18 52.252-2 CLAUSES INCORPORATED BY REFERENCE (FEB 1998)..................................... I-27
       I.19 HSAR 3052.204-70 SECURITY REQUIREMENTS FOR UNCLASSIFIED INFORMATION
             TECHNOLOGY RESOURCES (JUN 2006) ................................................................................. I-27
       I.20 HSAR 3052.204-71 CONTRACTOR EMPLOYEE ACCESS (JUN 2006) ALTERNATE I (JUN
             2006) ............................................................................................................................................... I-28
       I.21 HSAR 3052.209-70 PROHIBITION ON CONTRACTS WITH CORPORATE EXPATRIATES
             (JUN 2006) ..................................................................................................................................... I-29
       I.22 HSAR 3052.215-70 KEY PERSONNEL OR FACILITIES (DEC 2003) ....................................... I-31
       I.23 HSAR 3052.242-72 CONTRACTING OFFICER'S TECHNICAL REPRESENTATIVE (DEC
             2003) ............................................................................................................................................... I-31
PART III - LIST OF DOCUMENTS, EXHIBITS AND OTHER ATTACHMENTS ............................... J-1

SECTION J - LIST OF ATTACHMENTS .................................................................................................... J-1

PART IV - REPRESENTATIONS AND INSTRUCTIONS ..................................................................... K-1

SECTION K - REPRESENTATIONS, CERTIFICATIONS AND OTHER STATEMENTS OF
    OFFERORS............................................................................................................................................ K-1
       K.1 52.204-8 ANNUAL REPRESENTATIONS AND CERTIFICATIONS (JAN 2006) .................... K-1
       K.2 52.230-1 COST ACCOUNTING STANDARDS NOTICES AND CERTIFICATION (JUNE 2000)K-1
       K.3 52.230-7 PROPOSAL DISCLOSURE--COST ACCOUNTING PRACTICE CHANGES (APR
            2005) ............................................................................................................................................... K-4
SECTION L - INSTRUCTIONS, CONDITIONS, AND NOTICES TO OFFERORS .............................. L-1
       L.1 NOTICE LISTING SOLICITATION PROVISIONS INCORPORATED BY REFERENCE ......... L-1
       L.2 52.215-16 FACILITIES CAPITAL COST OF MONEY (JUN 2003) ............................................ L-1
       L.3 52.216-1 TYPE OF CONTRACT (APR 1984) ............................................................................... L-1
       L.4 52.233-2 SERVICE OF PROTEST (SEP 2006) .............................................................................. L-1
       L.5 52.252-1 SOLICITATION PROVISIONS INCORPORATED BY REFERENCE (FEB 1998) .... L-2
       L.6 PROPOSAL PREPARATION INSTRUCTIONS .............................................................................. L-2
       L.7 SITE VISIT ......................................................................................................................................... L-9
SECTION M - EVALUATION FACTORS FOR AWARD ........................................................................M-1
       M.1 NOTICE LISTING SOLICITATION PROVISIONS INCORPORATED BY REFERENCE ....... M-1
       M.2 EVALUATION -- GENERAL ........................................................................................................ M-1
       M.3 EVALUATION AND AWARD ...................................................................................................... M-2
       M.4 TECHNICAL EVALUATION CRITERIA ...................................................................................... M-2
       M.5 COST EVALUATION CRITERIA ................................................................................................. M-5
     HSFECD-09-R-0006                                Section B


PART I - THE SCHEDULE

SECTION B - SUPPLIES OR SERVICES AND PRICE/COSTS



B.1 ESTIMATED COST AND FIXED FEE

 The Contractor shall furnish all supervision, personnel, facilities, equipment, material, supplies, and services (except as may be
expressly set forth in this contract as furnished by the Government) and otherwise do all things necessary to, or incident to,
performing and providing the services as described in the attached Performance Work Statement, CDP Course Development and
Delivery.

 The fixed fee for each performance period shall be paid in installments based on the percentage of completion of work, as
determined by the Contracting Officer, and subject to the withholding provisions of this contract (FAR 52.216-8). Payment of
fixed fee will not be made in less than monthly increments.




 Phase-In Period (4/1/2009 through 4/30/2009)

 CLIN             DESCRIPTION                                             QTY      UNIT       AMOUNT



 0001             Estimated Cost                                            1      Lot        $______________


 0002             Fixed Fee                                                 1      Lot        $______________


                  Total                                                                       $______________



 Base Period (5/1/2009 through 3/31/2010)

 CLIN             DESCRIPTION                                             QTY      UNIT       AMOUNT



 0003             Estimated Cost                                            1      Lot        $______________


 0004             Fixed Fee                                                 1      Lot        $______________


                  Total                                                                       $______________



 Option Period I (4/1/2010 through 3/31/2011)
                                                                                                                B-1
  HSFECD-09-R-0006               Section B

CLIN       DESCRIPTION                           QTY   UNIT   AMOUNT



0005       Estimated Cost                        1     Lot    $______________


0006       Fixed Fee                             1     Lot    $______________


           Total                                              $______________


Option Period II (4/1/2011 through 3/31/2012)

CLIN       DESCRIPTION                           QTY   UNIT   AMOUNT



0007       Estimated Cost                        1     Lot    $______________


0008       Fixed Fee                             1     Lot    $______________


           Total                                              $______________



Option Period III (4/1/2012 through 3/31/2013)

CLIN       DESCRIPTION                           QTY   UNIT   AMOUNT


0009       Estimated Cost                        1     Lot    $______________


0010       Fixed Fee                             1     Lot    $______________


           Total                                              $______________



Option Period IV (4/1/2013 through 3/31/2014)

CLIN       DESCRIPTION                           QTY   UNIT   AMOUNT


0011       Estimated Cost                        1     Lot    $______________


0012       Fixed Fee                             1     Lot    $______________


                                                                         B-2
     HSFECD-09-R-0006                                Section B

                  Total                                                                        $______________


                  Grand Total (CLINS 0001 through 0012)                                        $______________




B.2 NEGOTIATED INDIRECT COST RATES

 Notwithstanding the provisions of Clause 52.216-7 of this contract entitled, "Allowable Cost and Payment," the allowable indirect
costs under this contract shall be obtained by applying negotiated indirect rates to bases agreed upon by the parties. The period(s)
for which such rates will be established shall correspond to the contractor's fiscal year(s).

 Negotiation of final indirect rates shall be in accordance with FAR 52.216-7 and Subpart 42.700 of the Federal Acquisition
Regulation. The results of each negotiation shall be set forth in a modification to this contract which shall specify (1) the agreed
final rates, (2) the bases to which the rates apply, and (3) the periods for which the rates apply.

 Pending establishment of final overhead rates for any period, the Contractor shall be reimbursed for allowable indirect costs, not
claimed elsewhere, at the following billing rate(s). Such billing rate(s) may, at the request of either party, be revised by mutual
consent to apply either retroactively or prospectively to prevent substantial over and under payment.


 Indirect                        Base of                              Billing                     Contractor's
 Cost                            Application                       Rate                        Fiscal Year


 _____________                  _________________                  ________                    ___________

 _____________                  _________________                  ________                    ___________

 _____________                  _________________                  ________                    ___________

 _____________                  _________________                  ________                    ___________

 _____________                  _________________                  ________                    ___________




                                                                                                                 B-3
    HSFECD-09-R-0006                             Section C

SECTION C - DESCRIPTION/SPECIFICATIONS/STATEMENT OF WORK




The Performance Work Statement is provided under Attachment 1 of Section J of Part III.




                                                                                          C-1
    HSFECD-09-R-0006                               Section D

SECTION D - PACKAGING AND MARKING



 Preservation, packing and packaging for shipment of all items ordered hereunder shall be in accordance with commercial practice
and adequate to insure both acceptance by common carrier and safe transportation at the most economical rate(s).




                                                                                                            D-1
     HSFECD-09-R-0006                               Section E

SECTION E - INSPECTION AND ACCEPTANCE




E.1 NOTICE LISTING CONTRACT CLAUSES INCORPORATED BY REFERENCE

    The following contract clauses pertinent to this section are hereby incorporated by reference (by Citation Number, Title, and
Date) in accordance with the clause at FAR "52.252-2 CLAUSES INCORPORATED BY REFERENCE" in Section I of this
contract. See FAR 52.252-2 for an internet address (if specified) for electronic access to the full text of a clause.


      NUMBER                  TITLE                                                            DATE

      52.246-3                INSPECTION OF                                                  MAY 2001
                              SUPPLIES--COST-REIMBURSEMENT
      52.246-5                INSPECTION OF                                                  APR 1984
                              SERVICES--COST-REIMBURSEMENT

E.2 INSPECTION AND ACCEPTANCE

Inspection and acceptance shall be by the Contracting Officer or his/her duly authorized representative using DHS Form DHS
Form 700-21, Material Inspection & Receiving Report at the following location:

 Inspection/Acceptance
 Center for Domestic Preparedness
 61 Responders Drive
 Ft. McClellan
 Anniston, AL 36205

 For the purpose of this clause, the Contracting Officers Technical Representative (COTR) named in the Designation of
Contracting Officers Technical Representative clause in this contract is the representative of the Contracting Officer. The
Contracting Officer reserves the right to unilaterally designate other Government agents as authorized representatives. Should
such occur, the Contractor will be notified by a written notice.


E.3 GOVERNMENT QUALITY ASSURANCE PLAN AND SURVEILLANCE

 The Government will perform those quality assurance procedures that may be necessary to verify that performance is in
accordance with the terms of the contract. Government quality assurance will be performed routinely by the COTR; however,
other activities may be called upon to support this effort as required. A Quality Assurance Surveillance Plan (QASP) is provided
under Section J, Attachment 2.

 The QASP will be used by the Government to evaluate the Contractor's performance over the life of the contract. Through this
evaluation, the Contracting Officer Technical Representative (COTR) will identify both positive and negative aspects of the
contractor's performance. This will allow the COTR to communicate to the contractor those aspects that are strengths of their
performance, and those aspects considered to be deficiencies/weaknesses in their performance and which need to be addressed and
corrected. For those tasks listed in the QASP, the COTR or designated quality assurance evaluators will follow the methods of
surveillance specified in this contract. The COTR or designated quality assurance evaluators will record all surveillance
observations and will maintain a file of all inspections results. Government surveillance of tasks not listed in the QASP may occur
during the performance of this contract. Such surveillance will be done according to standard inspection procedures or other
contract provisions. Unsatisfactory performance for any Performance Standard/Acceptable Quality Level (AQL) item may result
                                                                                                              E-1
     HSFECD-09-R-0006                                Section E
in other appropriate action(s) by the Contracting Officer in accordance with the Inspection of Services clause, including
Termination for Default. Any action taken by the Contracting Officer as a result of surveillance will be in accordance with the
terms of this contract.


E.4 METHODS OF SURVEILLANCE

 The Government may use a variety of surveillance methods to evaluate the Contractor's performance. These include, but are not
limited to, random sampling of recurring services, periodic surveillance of the Contractor's quality control program, test calls, and
validated customer complaints.



E.5 PERFORMANCE OF GOVERNMENT CONTRACT QUALITY ASSURANCE FUNCTIONS

 In accordance with the Inspection of Services clause of this contract, the Government intends to perform the quality assurance
functions listed in the QASP.




                                                                                                                 E-2
     HSFECD-09-R-0006                               Section F

SECTION F - DELIVERIES OR PERFORMANCE




F.1 NOTICE LISTING CONTRACT CLAUSES INCORPORATED BY REFERENCE

    The following contract clauses pertinent to this section are hereby incorporated by reference (by Citation Number, Title, and
Date) in accordance with the clause at FAR "52.252-2 CLAUSES INCORPORATED BY REFERENCE" in Section I of this
contract. See FAR 52.252-2 for an internet address (if specified) for electronic access to the full text of a clause.


       NUMBER                    TITLE                                                             DATE

      52.242-15               STOP-WORK ORDER                                                AUG 1989
                              ALTERNATE I (APR 1984)
      52.247-34               F.O.B. DESTINATION                                             NOV 1991
      52.247-48               F.O.B. DESTINATION--EVIDENCE OF SHIPMENT                       FEB 1999
      52.247-55               F.O.B. POINT FOR DELIVERY OF                                   JUN 2003
                              GOVERNMENT-FURNISHED PROPERTY


F.2 PERIOD OF PERFORMANCE

 Phase-in Period:              April 1, 2009 through April 30, 2009
 Base Period:                  May 1, 2009 through March 31, 2010
 Option 1:                     April 1, 2010 through March 31, 2011
 Option 2:                     April 1, 2011 through March 31, 2012
 Option 3:                     April 1, 2012 through March 31, 2013
 Option 4:                     April 1, 2013 through March 31, 2014



F.3 PRINCIPAL PLACE OF PERFORMANCE

   The effort required under this contract shall be performed at:

        Center for Domestic Preparedness
        61 Responders Drive
        Ft. McClellan
        Anniston, AL 36205




                                                                                                               F-1
     HSFECD-09-R-0006                               Section G

SECTION G - CONTRACT ADMINISTRATION DATA




G.1 INVOICES

 An invoice is a written request for payment under this contract for supplies delivered or for services rendered. Payment of
invoices submitted under this contract shall be made in accordance with the terms and conditions of the Prompt Payment clause
and in accordance with the provisions of other clauses in this contract. Failure or refusal to provide the following information on
all invoices submitted under this contract may result in the invoice being considered improper for payment in accordance with the
Prompt Payment clause. In order to be proper, an invoice must include, as applicable, the following:

         a. GENERAL INFORMATION

            1. Name of Contractor

            2. Invoice date

        3. Contract number (including order number, if any), contract line item number,
contract description of supplies or services, quantity, contract unit of measure and
unit price, and extended total.

        4. Shipment number and date of shipment (bill-of-lading number and weight of
shipment will be shown for shipments on Government bills of lading).

        5. Name, title, phone number and complete mailing address of responsible
Official who can be contacted in the event of an improper invoice, if there are
questions, or additional information is needed by this agency to process payment.

        6. Any other information or documentation required by other provisions of the
Contract (such as evidence of shipment).

            7. Invoices shall be prepared and submitted as follows:

        Number                                  Distribution

        Original and 2 copies Department of Homeland Security
                                    Federal Emergency Management Agency
                                    Center for Domestic Preparedness
                                    Attn: Vendor Payments (Susan Adkinson)
                                    P. O. Box 5100
                                    Anniston, AL 36205-0100


        One copy                            Contract Specialist

        One copy                            COTR

    8. Payments of invoices or vouchers shall be subject to the withholding provisions (if any) of the contract. In the event that
amounts are withheld from payment in accordance with provisions of this contract, a separate invoice for the amount withheld will
be required before payment for that amount may be made.


                                                                                                               G-1
     HSFECD-09-R-0006                                Section G
    9. Invoices or vouchers for payment of costs and fee(s), if any, shall include the total cumulative cost and fee(s), if any,
previously invoiced. Each invoice or voucher for reimbursement shall include sufficient detail to identify costs properly
chargeable to the contract. In addition, each invoice or voucher for reimbursement of costs shall detail the total vouchered
charges by showing current and cumulative costs in the following or similar manner:

       Element of Cost                                                           Total Dollar Amount

                                                                Current Costs            Cumulative Costs

       Total Direct Labor                                    $ ______________            $ _______________
       Total Overhead                                          ______________              _______________
       Subcontract(s)                                          ______________              _______________
       Other Direct Charges                                    ______________              _______________
       SUBTOTAL                                                ______________              _______________
       G&A                                                     ______________              _______________
       Fee                                                     ______________              _______________
       Fee Withheld                                            ______________              _______________
       TOTAL                                                   ______________              _______________

 10. Signature of authorized representative of the firm with the following invoice certification:

 “The undersigned hereby certifies to the best of my knowledge and belief that the sum claimed under this task order is proper and
due, and all the costs of task order performance have been paid, or to the extent allowed under the applicable payment clause, will
be paid by the Contractor when due in the ordinary course of business; the work reflected by these costs has been performed, and
amounts involved are consistent with the requirements of this task order.”

BY: TITLE: DATE:


G.2 TECHNICAL DIRECTION AND SURVEILLANCE

   (a) Performance of the work under this contract shall be subject to the surveillance and written technical direction of the
Contracting Officer's technical representative (COTR), who shall be specifically appointed by the Contracting Officer in writing.
Technical direction is defined as a directive to the Contractor which approves approaches, solutions, designs, or refinements; fills
in details or otherwise completes the general description of work of documentation items; shifts emphasis among work areas or
tasks; or otherwise furnishes guidance to the Contractor. Technical direction includes the process of conducting inquiries,
requesting studies, or transmitting information or advice by the COTR, regarding matters within the general tasks and
requirements in Section C of this contract.

  (b) The COTR does not have the authority to, and shall not, issue any technical direction which:

   (1) Constitutes an assignment of additional work outside the Performance Work Statement;

   (2) Constitutes a change as defined in the contract clause entitled "Changes";

   (3) In any manner causes an increase or decrease in the total fixed price or the time required for contract performance;

   (4) Changes any of the expressed terms, conditions, or specifications of the contract; or

   (5) Interferes with the Contractor's right to perform the specifications of the contract.

  (c) All technical directions shall be issued in writing by the COTR.

  (d) The Contractor shall proceed promptly with the performance of technical directions duly issued by the COTR in the manner
prescribed by this clause and within his/her authority under the provisions of this clause. Any instruction or direction by the
                                                                                                                 G-2
      HSFECD-09-R-0006                                 Section G
COTR which falls within one, or more, of the categories defined in (b)(1) through (5) above, shall cause the Contractor to notify
the Contracting Officer in writing within five (5) working days after receipt of any such instruction or direction and shall request
the Contracting Officer to modify the contract accordingly. Upon receiving the notification from the Contractor, the Contracting
Officer shall either issue an appropriate contract modification within a reasonable time or advise the Contractor in writing within
thirty (30) days after receipt of the Contractor's Letter that:

   (1) the technical direction is rescinded in its entirety

   (2) the technical direction is within the scope of the contract, does not constitute a change under the "Changes" clause of the
contract and that the Contractor should continue with the performance of the technical direction.

   (e) A failure of the Contractor and Contracting Officer to agree that the technical direction is within scope of the contract, or a
failure to agree upon the contract action to be taken with respect thereto shall be subject to the provisions of the "Disputes" clause
of this contract.

  (f) Any action(s) taken by the Contractor in response to any direction given by any person other than the Contracting Officer or
the COTR whom the Contracting Officer shall appoint shall be at the Contractor's risk.




                                                                                                                  G-3
     HSFECD-09-R-0006                                Section H

SECTION H - SPECIAL CONTRACT REQUIREMENTS




H.1 REPRODUCTION OF REPORTS
 Reproduction of reports, data, or other written material, if required herein, is authorized provided that the material produced does
not exceed 5,000 production units of any page and that items consisting of multiple pages do not exceed 25,000 production units
in aggregate. The aggregate number of production units is to be determined by multiplying pages times copies. A production unit
is one sheet, size 8 1/2x11 inches or less, printed on one side only, and in one color. All copy preparation to produce camera-ready
copy for reproduction must be set by methods other than hot metal typesetting. The reports should be produced by methods
employing stencils, masters, and plates which are to be used on single-unit duplicating equipment no larger than 11 by 17 inches
with a maximum image of 10 3/4 by 14 1/4 inches and are prepared by methods or devices that do not utilize reusable contact
negatives and/or positives prepared with a camera requiring a darkroom. All reproducibles (camera-ready copies for reproduction
by photo offset methods) shall become the property of the Government and shall be delivered to the Government with the report,
data, or other written material.


H.2 WAGE DETERMINATION

In the performance of this contract the Contractor shall comply with the requirements of U.S. Department of Labor Wage
Determination set forth in Section J, Attachment 3.


H.3 NON-PERSONAL SERVICES

 A non-personal services contract is defined as "a contract under which the personnel rendering the services are not subject, either
by the contract's terms or by the manner of its administration, to the supervision and control usually prevailing in relationships
between the Government and its employees." This is a non-personal services contract.


H.4 WELFARE TO WORK

 The Department of Homeland Security/FEMA is committed to hiring and retaining welfare recipients, including food stamp
participants, into its workforce. DHS/FEMA encourages its contractors to contribute to this initiative by actively seeking welfare
recipients for entry level, or other appropriate positions to the maximum extent possible. The individuals recruited through this
program will have the opportunity to learn marketable skills, develop good work habits, and receive on-the-job training.


H.5 CONTRACTOR UTILIZATION OF GOVERNMENT FACILITIES

  (a) A portion of the effort required to be accomplished under this contract must be performed at a Government owned facility.
The Contractor, therefore, will be granted ingress and egress at the specific facility where effort is to be performed.

   (b) While Contractor personnel are at the Government facility, they are required to comply with all rules and regulations of the
facility, specific mention being made of complying with rules and regulations governing conduct with respect to health and safety
not only as they relate to themselves but also to other personnel who are Government employees or agents of the Government and
to property at the site regardless of whether or not title to such property vests with the Government. Contractor personnel whose
duties require their presence at a Government facility shall be clearly identifiable by the wearing of a distinctive badge obtained
by the Contractor from the government. Prescribed identification for all Contractor personnel shall immediately be delivered to
the installation security office for cancellation or disposition upon termination of employment with the Contractor or expiration or
termination of contract(s) authorizing such identification.

                                                                                                                H-1
      HSFECD-09-R-0006                                Section H
   (c) The Government property to which the Contractor will have access under this clause will be made available during the life
of the contract. In the event the property to which the Contractor is to have access is not made available as scheduled, the
Contracting Officer shall, upon timely written request made by the Contractor, make a determination of the delay, if any,
occasioned the contractor thereby, and shall equitably adjust the delivery or performance dates of the contract , or both, and any
other contractual provision affected by any such delay, in accordance with the procedures provided for in the clause of this
contract entitled "Changes."

  (d) The property to which the Contractor has access will at all times be in the custody of the Government and will not be
considered "Government Property" furnished to the Contractor.


H.6 IDENTIFICATION OF CONTRACTOR EMPLOYEES

 All Contractor/Subcontractor employees working under this contract shall be identified by a distinctive name plate, emblem, or
patch attached in a prominent place on an outer garment.


H.7 IDENTIFICATION OF CONTRACTOR VEHICLES

 Each Contractor provided vehicle shall show the Contractor's name so that it is clearly visible and shall at all times, display a
valid state license plate and safety inspection sticker, if applicable. Contractor vehicles operated on Government property shall be
maintained in good repair.


H.8 ELECTRONIC AND INFORMATION TECHNOLOGY (EIT)

 The Federal Emergency Management Agency (FEMA) considers universal accessibility to information a priority for all its
employees and external customers, including individuals with disabilities. Pursuant to the Workforce Investment Act of 1998, 29
U.S.C. §794d, FEMA must ensure the accessibility of its programs and activities to all current and potential users, specifically
its obligation to acquire and use accessible Electronic and Information Technology (EIT) including web pages, software,
telecommunications, kiosks and other information transaction machines, and fax machines, copiers, printers, and other
information technology office equipment. To comply with the provisions of this clause, the contractor shall provide EIT that
meets the intent of the Workforce Investment Act of 1998 which requires, regardless of medium, --

    (i) individuals with disabilities who are Federal employees to have access to and use of information and data that is
comparable to the access to and use of the information and data by Federal employees who are not individuals with disabilities;
and

   (ii) individuals with disabilities who are members of the public seeking information or services from FEMA to have access to
and use of information and data that is comparable to the access to and use of the information and data by such members of the
public who are not individuals with disabilities.

Furthermore, the contractor shall comply with the applicable accessibility standards issued by the Architectural and
Transportation Barriers Compliance Board at 36 CFR 1194 and http://www.section508.gov.




                                                                                                                H-2
     HSFECD-09-R-0006                               Section I


PART II - CONTRACT CLAUSES

SECTION I - CONTRACT CLAUSES




I.1 NOTICE LISTING CONTRACT CLAUSES INCORPORATED BY REFERENCE

    The following contract clauses pertinent to this section are hereby incorporated by reference (by Citation Number, Title, and
Date) in accordance with the clause at FAR "52.252-2 CLAUSES INCORPORATED BY REFERENCE" in Section I of this
contract. See FAR 52.252-2 for an internet address (if specified) for electronic access to the full text of a clause.


      NUMBER                  TITLE                                                            DATE

      52.202-1                DEFINITIONS                                                    JUL 2004
      52.203-3                GRATUITIES                                                     APR 1984
      52.203-5                COVENANT AGAINST CONTINGENT FEES                               APR 1984
      52.203-6                RESTRICTIONS ON SUBCONTRACTOR SALES TO                         SEP 2006
                              THE GOVERNMENT
      52.203-7                ANTI-KICKBACK PROCEDURES                                       JUL 1995
      52.203-8                CANCELLATION, RESCISSION, AND RECOVERY                         JAN 1997
                              OF FUNDS FOR ILLEGAL OR IMPROPER
                              ACTIVITY
      52.203-10               PRICE OR FEE ADJUSTMENT FOR ILLEGAL OR                         JAN 1997
                              IMPROPER ACTIVITY
      52.203-12               LIMITATION ON PAYMENTS TO INFLUENCE                            SEP 2007
                              CERTAIN FEDERAL TRANSACTIONS
      52.203-13               CONTRACTOR CODE OF BUSINESS ETHICS AND                         DEC 2007
                              CONDUCT
      52.204-4                PRINTED OR COPIED DOUBLE-SIDED                                 AUG 2000
                              ON RECYCLED PAPER
      52.204-7                CENTRAL CONTRACTOR REGISTRATION                                APR 2008
      52.204-9                PERSONAL IDENTITY VERIFICATION OF                              SEP 2007
                              CONTRACTOR PERSONNEL
      52.209-6                PROTECTING THE GOVERNMENT'S INTEREST                           SEP 2006
                              WHEN SUBCONTRACTING WITH CONTRACTORS
                              DEBARRED, SUSPENDED, OR PROPOSED FOR
                              DEBARMENT
      52.215-2                AUDIT AND RECORDS--NEGOTIATION                                 JUN 1999
      52.215-8                ORDER OF PRECEDENCE--UNIFORM CONTRACT                          OCT 1997
                              FORMAT
      52.215-14               INTEGRITY OF UNIT PRICES                                       OCT 1997
      52.216-8                FIXED-FEE                                                      MAR 1997
      52.219-4                NOTICE OF PRICE EVALUATION PREFERENCE                          JUL 2005
                              FOR HUBZONE SMALL BUSINESS CONCERNS
      52.219-8                UTILIZATION OF SMALL BUSINESS CONCERNS                         MAY 2004
      52.219-16               LIQUIDATED DAMAGES-SMALL BUSINESS                              JAN 1999
                              SUBCONTRACTING PLAN
      52.219-25               SMALL DISADVANTAGED BUSINESS                                   APR 2008
                              PARTICIPATION PROGRAM--DISADVANTAGED
                                                                                                               I-1
HSFECD-09-R-0006                   Section I
                   STATUS AND REPORTING
52.222-3           CONVICT LABOR                            JUN 2003
52.222-4           CONTRACT WORK HOURS AND SAFETY STANDARDS JUL 2005
                   ACT-OVERTIME COMPENSATION
52.222-19          CHILD LABOR - COOPERATION WITH           FEB 2008
                   AUTHORITIES AND REMEDIES
52.222-26          EQUAL OPPORTUNITY                        MAR 2007
52.222-35          EQUAL OPPORTUNITY FOR SPECIAL DISABLED   SEP 2006
                   VETERANS, VETERANS OF THE VIETNAM ERA,
                   AND OTHER ELIGIBLE VETERANS
52.222-36          AFFIRMATIVE ACTION FOR WORKERS WITH      JUN 1998
                   DISABILITIES
52.222-37          EMPLOYMENT REPORTS ON SPECIAL DISABLED   SEP 2006
                   VETERANS, VETERANS OF THE VIETNAM ERA,
                   AND OTHER ELIGIBLE VETERANS
52.222-50          COMBATING TRAFFICKING IN PERSONS         AUG 2007
52.223-5           POLLUTION PREVENTION AND RIGHT-TO-KNOW   AUG 2003
                   INFORMATION
                   ALTERNATE I (AUG 2003)
52.223-6           DRUG-FREE WORKPLACE                      MAY 2001
52.223-14          TOXIC CHEMICAL RELEASE REPORTING         AUG 2003
52.223-15          ENERGY EFFICIENCY IN ENERGY-CONSUMING    DEC 2007
                   PRODUCTS
52.224-1           PRIVACY ACT NOTIFICATION                 APR 1984
52.224-2           PRIVACY ACT                              APR 1984
52.225-1           BUY AMERICAN ACT--SUPPLIES               JUN 2003
52.225-13          RESTRICTIONS ON CERTAIN FOREIGN          JUN 2008
                   PURCHASES
52.227-1           AUTHORIZATION AND CONSENT                DEC 2007
52.227-2           NOTICE AND ASSISTANCE REGARDING PATENT   DEC 2007
                   AND COPYRIGHT INFRINGEMENT
52.227-14          RIGHTS IN DATA--GENERAL                  DEC 2007
52.227-16          ADDITIONAL DATA REQUIREMENTS             JUN 1987
52.228-5           INSURANCE--WORK ON A GOVERNMENT          JAN 1997
                   INSTALLATION
52.228-7           INSURANCE--LIABILITY TO THIRD PERSONS    MAR 1996
52.230-2           COST ACCOUNTING STANDARDS                APR 1998
52.230-6           ADMINISTRATION OF COST ACCOUNTING        MAR 2008
                   STANDARDS
52.232-9           LIMITATION ON WITHHOLDING OF PAYMENTS    APR 1984
52.232-17          INTEREST                                 JUN 1996
52.232-22          LIMITATION OF FUNDS                      APR 1984
52.232-23          ASSIGNMENT OF CLAIMS                     JAN 1986
52.232-25A         PROMPT PAYMENT                           FEB 2002
                   ALTERNATE I (FEB 2002)
52.232-33          PAYMENT BY ELECTRONIC FUNDS--CENTRAL     OCT 2003
                   CONTRACTOR REGISTRATION
52.233-1           DISPUTES                                 JUL 2002
                   ALTERNATE I (DEC 1991)
52.233-3           PROTEST AFTER AWARD                      AUG 1996
                   ALTERNATE I (JUN 1985)
52.233-4           APPLICABLE LAW FOR BREACH OF             OCT 2004
                   CONTRACT CLAIM
52.237-2           PROTECTION OF GOVERNMENT BUILDINGS,      APR 1984

                                                                       I-2
    HSFECD-09-R-0006                           Section I
                              EQUIPMENT, AND VEGETATION
      52.237-3                CONTINUITY OF SERVICES                                        JAN 1991
      52.237-11               ACCEPTING AND DISPENSING OF $1 COIN                           AUG 2007
      52.242-1                NOTICE OF INTENT TO DISALLOW COSTS                            APR 1984
      52.242-2                PRODUCTION PROGRESS REPORTS                                   APR 1991
      52.242-3                PENALTIES FOR UNALLOWABLE COSTS                               MAY 2001
      52.242-4                CERTIFICATION OF FINAL INDIRECT COSTS                         JAN 1997
      52.242-13               BANKRUPTCY                                                    JUL 1995
      52.243-2                CHANGES--COST REIMBURSEMENT                                   AUG 1987
                              ALTERNATE II (APR 1984)
      52.244-6                SUBCONTRACTS FOR COMMERCIAL ITEMS                             MAR 2007
      52.245-1                GOVERNMENT PROPERTY                                           JUN 2007
      52.245-9                USE AND CHARGES                                               JUN 2007
      52.246-23               LIMITATION OF LIABILITY                                       FEB 1997
      52.246-25               LIMITATION OF LIABILITY--SERVICES                             FEB 1997
      52.248-1                VALUE ENGINEERING                                             FEB 2000
                              ALTERNATE II (FEB 2000) AND
                              ALTERNATE III (APR 1984)
      52.249-6                TERMINATION (COST-REIMBURSEMENT)                              MAY 2004
                              (MAY 2004)
      52.253-1                COMPUTER GENERATED FORMS                                      JAN 1991
      3052.219-70             SMALL BUSINESS SUBCONTRACTING PLAN                            JUN 2006
                              REPORTING
      3052.219-71             DHS MENTOR-PROTÉGÉ PROGRAM                                    JUN 2006
      3052.222-70             STRIKES OR PICKETING AFFECTING TIMELY                         DEC 2003
                              COMPLETION OF THE CONTRACT WORK
      3052.222-71             STRIKES OR PICKETING AFFECTING ACCESS TO                      DEC 2003
                              A DHS FACILITY
      3052.228-70             INSURANCE                                                     DEC 2003
      3052.245-70             GOVERNMENT PROPERTY REPORTS                                   JUN 2006

I.2 52.216-7 ALLOWABLE COST AND PAYMENT (DEC 2002)

 (a) Invoicing.

    (1) The Government will make payments to the Contractor when requested as work progresses, but (except for small business
concerns) not more often than once every 2 weeks, in amounts determined to be allowable by the Contracting Officer in
accordance with Federal Acquisition Regulation (FAR) Subpart 31.2 in effect on the date of this contract and the terms of this
contract. The Contractor may submit to an authorized representative of the Contracting Officer, in such form and reasonable detail
as the representative may require, an invoice or voucher supported by a statement of the claimed allowable cost for performing
this contract.

   (2) Contract financing payments are not subject to the interest penalty provisions of the Prompt Payment Act. Interim payments
made prior to the final payment under the contract are contract financing payments, except interim payments if this contract
contains Alternate I to the clause at 52.232-25.

    (3) The designated payment office will make interim payments for contract financing on the 30TH day after the designated
billing office receives a proper payment request.

   In the event that the Government requires an audit or other review of a specific payment request to ensure compliance with the
terms and conditions of the contract, the designated payment office is not compelled to make payment by the specified due date.

 (b) Reimbursing costs.


                                                                                                               I-3
     HSFECD-09-R-0006                               Section I
   (1) For the purpose of reimbursing allowable costs (except as provided in paragraph (b)(2) of the clause, with respect to
pension, deferred profit sharing, and employee stock ownership plan contributions), the term "costs" includes only--

    (i) Those recorded costs that, at the time of the request for reimbursement, the Contractor has paid by cash, check, or other
form of actual payment for items or services purchased directly for the contract;

    (ii) When the Contractor is not delinquent in paying costs of contract performance in the ordinary course of business, costs
incurred, but not necessarily paid, for--

    (A) Supplies and services purchased directly for the contract and associated financing payments to subcontractors, provided
payments determined due will be made-

       (1) In accordance with the terms and conditions of a subcontract or invoice; and

       (2) Ordinarily within 30 days of the submission of the Contractor's payment request to the Government;

     (B) Materials issued from the Contractor's inventory and placed in the production process for use on the contract;

     (C) Direct labor;

     (D) Direct travel;

     (E) Other direct in-house costs; and

      (F) Properly allocable and allowable indirect costs, as shown in the records maintained by the Contractor for purposes of
obtaining reimbursement under Government contracts; and

    (iii) The amount of financing payments that have been paid by cash, check, or other forms of payment to subcontractors.

   (2) Accrued costs of Contractor contributions under employee pension plans shall be excluded until actually paid unless-

    (i) The Contractor's practice is to make contributions to the retirement fund quarterly or more frequently; and

    (ii) The contribution does not remain unpaid 30 days after the end of the applicable quarter or shorter payment period (any
contribution remaining unpaid shall be excluded from the Contractor's indirect costs for payment purposes).

   (3) Notwithstanding the audit and adjustment of invoices or vouchers under paragraph (g) of this clause, allowable indirect
costs under this contract shall be obtained by applying indirect cost rates established in accordance with paragraph (d) of this
clause.

   (4) Any statements in specifications or other documents incorporated in this contract by reference designating performance of
services or furnishing of materials at the Contractor's expense or at no cost to the Government shall be disregarded for purposes of
cost-reimbursement under this clause.

 (c) Small business concerns. A small business concern may receive more frequent payments than every 2 weeks.

 (d) Final indirect cost rates.

  (1) Final annual indirect cost rates and the appropriate bases shall be established in accordance with Subpart 42.7 of the Federal
Acquisition Regulation (FAR) in effect for the period covered by the indirect cost rate proposal.

   (2)(i) The Contractor shall submit an adequate final indirect cost rate proposal to the Contracting Officer (or cognizant Federal
agency official) and auditor within the 6-month period following the expiration of each of its fiscal years. Reasonable extensions,


                                                                                                                 I-4
     HSFECD-09-R-0006                                Section I
for exceptional circumstances only, may be requested in writing by the Contractor and granted in writing by the Contracting
Officer. The Contractor shall support its proposal with adequate supporting data.

    (ii) The proposed rates shall be based on the Contractor's actual cost experience for that period. The appropriate Government
representative and the Contractor shall establish the final indirect cost rates as promptly as practical after receipt of the
Contractor's proposal.

   (3) The Contractor and the appropriate Government representative shall execute a written understanding setting forth the final
indirect cost rates. The understanding shall specify (i) the agreed-upon final annual indirect cost rates, (ii) the bases to which the
rates apply, (iii) the periods for which the rates apply, (iv) any specific indirect cost items treated as direct costs in the settlement,
and (v) the affected contract and/or subcontract, identifying any with advance agreements or special terms and the applicable
rates. The understanding shall not change any monetary ceiling, contract obligation, or specific cost allowance or disallowance
provided for in this contract. The understanding is incorporated into this contract upon execution.

   (4) Failure by the parties to agree on a final annual indirect cost rate shall be a dispute within the meaning of the Disputes
clause.

    (5) Within 120 days (or longer period if approved in writing by the Contracting Officer) after settlement of the final annual
indirect cost rates for all years of a physically complete contract, the Contractor shall submit a completion invoice or voucher to
reflect the settled amounts and rates.

   (6)(i) If the Contractor fails to submit a completion invoice or voucher within the time specified in paragraph (d)(5) of this
clause, the Contracting Officer may--

      (A) Determine the amounts due to the Contractor under the contract; and

      (B) Record this determination in a unilateral modification to the contract.

    (ii) This determination constitutes the final decision of the Contracting Officer in accordance with the Disputes clause.

  (e) Billing rates. Until final annual indirect cost rates are established for any period, the Government shall reimburse the
Contractor at billing rates established by the Contracting Officer or by an authorized representative (the cognizant auditor), subject
to adjustment when the final rates are established. These billing rates--

   (1) Shall be the anticipated final rates; and

   (2) May be prospectively or retroactively revised by mutual agreement, at either party's request, to prevent substantial
overpayment or underpayment.

  (f) Quick-closeout procedures. Quick-closeout procedures are applicable when the conditions in FAR 42.708(a) are satisfied.

  (g) Audit. At any time or times before final payment, the Contracting Officer may have the Contractor's invoices or vouchers
and statements of cost audited. Any payment may be (1) reduced by amounts found by the Contracting Officer not to constitute
allowable costs or (2) adjusted for prior overpayments or underpayments.

  (h) Final payment. (1) Upon approval of a completion invoice or voucher submitted by the Contractor in accordance with
paragraph (d)(5) of this clause, and upon the Contractor's compliance with all terms of this contract, the Government shall
promptly pay any balance of allowable costs and that part of the fee (if any) not previously paid.

    (2) The Contractor shall pay to the Government any refunds, rebates, credits, or other amounts (including interest, if any)
accruing to or received by the Contractor or any assignee under this contract, to the extent that those amounts are properly
allocable to costs for which the Contractor has been reimbursed by the Government. Reasonable expenses incurred by the
Contractor for securing refunds, rebates, credits, or other amounts shall be allowable costs if approved by the Contracting Officer.


                                                                                                                      I-5
    HSFECD-09-R-0006                                Section I
Before final payment under this contract, the Contractor and each assignee whose assignment is in effect at the time of final
payment shall execute and deliver--

    (i) An assignment to the Government, in form and substance satisfactory to the Contracting Officer, of refunds, rebates,
credits, or other amounts (including interest, if any) properly allocable to costs for which the Contractor has been reimbursed by
the Government under this contract; and

     (ii) A release discharging the Government, its officers, agents, and employees from all liabilities, obligations, and claims
arising out of or under this contract, except--

     (A) Specified claims stated in exact amounts, or in estimated amounts when the exact amounts are not known;

      (B) Claims (including reasonable incidental expenses) based upon liabilities of the Contractor to third parties arising out of
the performance of this contract; provided, that the claims are not known to the Contractor on the date of the execution of the
release, and that the Contractor gives notice of the claims in writing to the Contracting Officer within 6 years following the release
date or notice of final payment date, whichever is earlier; and

     (C) Claims for reimbursement of costs, including reasonable incidental expenses, incurred by the Contractor under the patent
clauses of this contract, excluding, however, any expenses arising from the Contractor's indemnification of the Government
against patent liability.



I.3 52.217-8 OPTION TO EXTEND SERVICES (NOV 1999)

  The Government may require continued performance of any services within the limits and at the rates specified in the contract.
These rates may be adjusted only as a result of revisions to prevailing labor rates provided by the Secretary of Labor. The option
provision may be exercised more than once, but the total extension of performance hereunder shall not exceed 6 months. The
Contracting Officer may exercise the option by written notice to the Contractor within 60 days.



I.4 52.217-9 OPTION TO EXTEND THE TERM OF THE CONTRACT (MAR 2000)

 (a) The Government may extend the term of this contract by written notice to the Contractor within 60 days; provided that the
Government gives the Contractor a preliminary written notice of its intent to extend at least 60 days before the contract expires.
The preliminary notice does not commit the Government to an extension.

 (b) If the Government exercises this option, the extended contract shall be considered to include this option clause.

 (c) The total duration of this contract, including the exercise of any options under this clause, shall not exceed five (5) years.



I.5 52.219-9 SMALL BUSINESS SUBCONTRACTING PLAN (JULY 2005) ALTERNATE II (OCT
       2001)(DEVIATION)

 (a) This clause does not apply to small business concerns.

 (b) Definitions. As used in this clause-

 "Commercial item" means a product or service that satisfies the definition of commercial item in section 2.101 of the Federal
Acquisition Regulation.

                                                                                                                   I-6
     HSFECD-09-R-0006                               Section I
  "Commercial plan" means a subcontracting plan (including goals) that covers the offeror's fiscal year and that applies to the
entire production of commercial items sold by either the entire company or a portion thereof (e.g., division, plant, or product line).

  "Individual contract plan" means a subcontracting plan that covers the entire contract period (including option periods), applies
to a specific contract, and has goals that are based on the offeror's planned subcontracting in support of the specific contract,
except that indirect costs incurred for common or joint purposes may be allocated on a prorated basis to the contract.

  "Master plan" means a subcontracting plan that contains all the required elements of an individual contract plan, except goals,
and may be incorporated into individual contract plans, provided the master plan has been approved.

  "Subcontract" means any agreement (other than one involving an employer-employee relationship) entered into by a Federal
Government prime Contractor or subcontractor calling for supplies or services required for performance of the contract or
subcontract.

 "Direct Subcontract Award" means a subcontract award that is identified with the performance of one or more specific
Government contracts.

  "Indirect Subcontract Award" means a subcontract award which, because of incurrence for common or joint purposes, is not
identified with one or more specific Government contracts. Such subcontract awards are related to Government contract
performance but remain for allocation after direct subcontract awards have been determined and identified to specific Government
contracts.

  (c) Proposals submitted in response to this solicitation shall include a subcontracting plan that separately addresses
subcontracting with small business, veteran-owned small business, service-disabled veteran-owned small business, HUBZone
small business, small disadvantaged business, and women-owned small business concerns. If the offeror is submitting an
individual contract plan, the plan must separately address subcontracting with small business, veteran-owned small business,
service-disabled veteran-owned small business, HUBZone small business, small disadvantaged business, and women-owned small
business concerns, with a separate part for the basic contract and separate parts for each option (if any). The plan shall be included
in and made a part of the resultant contract. The subcontracting plan shall be negotiated within the time specified by the
Contracting Officer. Failure to submit and negotiate a subcontracting plan shall make the offeror ineligible for award of a
contract.

 (d) The offeror's subcontracting plan shall include the following:

   (1) Goals, expressed in terms of percentages of total planned subcontracting dollars, for the use of small business, veteran-
owned small business, service- disabled veteran-owned small business, HUBZone small business, small disadvantaged business,
and women-owned small business concerns as subcontractors. The offeror shall include all subcontracts that contribute to contract
performance, and may include a proportionate share of products and services that are normally allocated as indirect costs.

   (2) A statement of-

    (i) Total dollars planned to be subcontracted for an individual contract plan; or the offeror's total projected sales, expressed in
dollars, and the total value of projected subcontracts to support the sales for a commercial plan;

    (ii) Total dollars planned to be subcontracted to small business concerns;

    (iii) Total dollars planned to be subcontracted to veteran-owned small business concerns;

    (iv) Total dollars planned to be subcontracted to service-disabled veteran-owned small business;

    (v) Total dollars planned to be subcontracted to HUBZone small business concerns;

    (vi) Total dollars planned to be subcontracted to small disadvantaged business concerns; and


                                                                                                                   I-7
     HSFECD-09-R-0006                                 Section I
    (vii) Total dollars planned to be subcontracted to women-owned small business concerns.

   (3) A description of the principal types of supplies and services to be subcontracted, and an identification of the types planned
for subcontracting to-

    (i) Small business concerns;

    (ii) Veteran-owned small business concerns;

    (iii) Service-disabled veteran-owned small business concerns;

    (iv) HUBZone small business concerns;

    (v) Small disadvantaged business concerns; and

    (vi) Women-owned small business concerns.

   (4) A description of the method used to develop the subcontracting goals in paragraph (d)(1) of this clause.

   (5) A description of the method used to identify potential sources for solicitation purposes (e.g., existing company source lists,
the Central Contractor Registration database's (CCR's) Dynamic Small Business Search function, veterans service organizations,
the National Minority Purchasing Council Vendor Information Service, the Research and Information Division of the Minority
Business Development Agency in the Department of Commerce, or small, HUBZone, small disadvantaged, and women-owned
small business trade associations). A firm may rely on the information contained in CCR's Dynamic Small Business Search
function, as an accurate representation of a concern's size and ownership characteristics for the purposes of maintaining a small
veteran-owned small, service-disabled veteran-owned small, HUBZone small, small disadvantaged, and women-owned small
business source list. Use of CCR's Dynamic Small Business Search function as its source list does not relieve a firm of its
responsibilities (e.g., outreach, assistance counseling, or publicizing subcontracting opportunities) in this clause.

    (6) A statement as to whether or not the offeror included indirect costs in establishing subcontracting goals, and a description
of the method used to determine the proportionate share of indirect costs to be incurred with-

    (i) Small business concerns;

    (ii) Veteran-owned small business concerns;

    (iii) Service-disabled veteran-owned small business concerns;

    (iv) HUBZone small business concerns;

    (v) Small disadvantaged business concerns; and

    (vi) Women-owned small business concerns.

   (7) The name of the individual employed by the offeror who will administer the offeror's subcontracting program, and a
description of the duties of the individual.

   (8) A description of the efforts the offeror will make to assure that small business, veteran-owned small business, service-
disabled veteran-owned small business, HUBZone small business, small disadvantaged business, and women-owned small
business concerns have an equitable opportunity to compete for subcontracts.

   (9) Assurances that the offeror will include the clause of this contract entitled "Utilization of Small Business Concerns" in all
subcontracts that offer further subcontracting opportunities, and that the offeror will require all subcontractors (except small


                                                                                                                  I-8
     HSFECD-09-R-0006                                Section I
business concerns) that receive subcontracts in excess of $500,000 ($1,000,000 for construction of any public facility) to adopt a
subcontracting plan that complies with the requirements of this clause.

   (10) Assurances that the offeror will-

    (i) Cooperate in any studies or surveys as may be required;

    (ii) Submit periodic reports so that the Government can determine the extent of compliance by the offeror with the
subcontracting plan;

     (iii) Submit the Individual Subcontract Report, and/or the Summary Subcontract Report, in accordance with paragraph (j) of
this clause, using the web-based Electronic Subcontracting Reporting System (eSRS, at http://www.esrs.gov). The reports shall
provide information on subcontract awards to small business concerns, veteran-owned small business concerns, service-disabled
veteran-owned small business concerns, HUBZone small business concerns, small disadvantaged business concerns, women-
owned small business concerns, and Historically Black Colleges and Universities and Minority Institutions. Reporting shall be in
accordance with the instructions in eSRS as supplemented by agency regulations;

   (iv) Ensure that its subcontractors with subcontracting plans agree to submit the Individual Subcontract Report and/or the
Summary Subcontract Report using eSRS;

     (v) Provide the prime contract number, the order number, if applicable, and the prime contractor's DUNS number and to all
first-tier subcontractors with subcontracting plans so they can enter this information into eSRS with their reports; and

     (vi) Ensure that all subcontractors with subcontracting plans under the flow-down requirements of subparagraph (d)(9) above,
at every tier, provide the prime contract number, the order number, if applicable, and their own DUNS number to all of their
subcontractors with subcontracting plans.

   (11) A description of the types of records that will be maintained concerning procedures that have been adopted to comply with
the requirements and goals in the plan, including establishing source lists; and a description of the offeror's efforts to locate small
business, veteran-owned small business, service-disabled veteran-owned small business, HUBZone small business, small
disadvantaged business, and women-owned small business concerns and award subcontracts to them. The records shall include at
least the following (on a plant-wide or company-wide basis, unless otherwise indicated):

    (i) Source lists (e.g., CCR's Dynamic Small Business Search function), guides, and other data that identify small business,
veteran-owned small business, service-disabled veteranowned small business, HUBZone small business, small disadvantaged
business, and women-owned small business concerns.

    (ii) Organizations contacted in an attempt to locate sources that are small business, veteran-owned small business, service-
disabled veteran-owned small business, HUBZone small business, small disadvantaged business, or women-owned small business
concerns.

    (iii) Records on each subcontract solicitation resulting in an award of more than $100,000, indicating-

      (A) Whether small business concerns were solicited and, if not, why not;

      (B) Whether veteran-owned small business concerns were solicited and, if not, why not;

      (C) Whether service-disabled veteran-owned small business concerns were solicited and, if not, why not;

      (D) Whether HUBZone small business concerns were solicited and, if not, why not;

      (E) Whether small disadvantaged business concerns were solicited and, if not, why not;

      (F) Whether women-owned small business concerns were solicited and, if not, why not; and

                                                                                                                   I-9
     HSFECD-09-R-0006                                  Section I

      (G) If applicable, the reason award was not made to a small business concern.

    (iv) Records of any outreach efforts to contact-

      (A) Trade associations;

      (B) Business development organizations;

      (C) Conferences and trade fairs to locate small, HUBZone small, small disadvantaged, and women-owned small business
sources; and

      (D) Veterans service organizations.

    (v) Records of internal guidance and encouragement provided to buyers through-

      (A) Workshops, seminars, training, etc.; and

      (B) Monitoring performance to evaluate compliance with the program's requirements.

    (vi) On a contract-by-contract basis, records to support award data submitted by the offeror to the Government, including the
name, address, and business size of each subcontractor. Contractors having commercial plans need not comply with this
requirement.

   (e) In order to effectively implement this plan to the extent consistent with efficient contract performance, the Contractor shall
perform the following functions:

    (1) Assist small business, veteran-owned small business, service-disabled veteran-owned small business, HUBZone small
business, small disadvantaged business, and women-owned small business concerns by arranging solicitations, time for the
preparation of bids, quantities, specifications, and delivery schedules so as to facilitate the participation by such concerns. Where
the Contractor's lists of potential small business, veteran-owned small business, service-disabled veteran-owned small business,
HUBZone small business, small disadvantaged business, and women-owned small business subcontractors are excessively long,
reasonable effort shall be made to give all such small business concerns an opportunity to compete over a period of time.

    (2) Provide adequate and timely consideration of the potentialities of small business, veteran-owned small business, service-
disabled veteran-owned small business, HUBZone small business, small disadvantaged business, and women- owned small
business concerns in all "make-or-buy" decisions.

    (3) Counsel and discuss subcontracting opportunities with representatives of small business, veteran-owned small business,
service-disabled veteran-owned small business, HUBZone small business, small disadvantaged business, and women- owned
small business firms.

  (4) Confirm that a subcontractor representing itself as a HUBZone small business concern is identified as a certified
HUBZone small business concern by accessing the Central Contractor Registration (CCR) database or by contacting SBA.

    (5) Provide notice to subcontractors concerning penalties and remedies for misrepresentations of business status as small,
veteran-owned small business, HUBZone small, small disadvantaged, or women-owned small business for the purpose of
obtaining a subcontract that is to be included as part or all of a goal contained in the Contractor's subcontracting plan.

   (f) A master plan on a plant or division-wide basis that contains all the elements required by paragraph (d) of this clause,
except goals, may be incorporated by reference as a part of the subcontracting plan required of the offeror by this clause;
provided-

    (1) The master plan has been approved;

                                                                                                                 I-10
     HSFECD-09-R-0006                                Section I

     (2) The offeror ensures that the master plan is updated as necessary and provides copies of the approved master plan,
including evidence of its approval, to the Contracting Officer; and

     (3) Goals and any deviations from the master plan deemed necessary by the Contracting Officer to satisfy the requirements of
this contract are set forth in the individual subcontracting plan.

   (g) A commercial plan is the preferred type of subcontracting plan for contractors furnishing commercial items. The
commercial plan shall relate to the offeror's planned subcontracting generally, for both commercial and Government business,
rather than solely to the Government contract. Commercial plans are also preferred for subcontractors that provide commercial
items under a prime contract, whether or not the prime contractor is supplying a commercial item.

  (h) Prior compliance of the offeror with other such subcontracting plans under previous contracts will be considered by the
Contracting Officer in determining the responsibility of the offeror for award of the contract.

    (i) The failure of the Contractor or subcontractor to comply in good faith with-

     (1) The clause of this contract entitled "Utilization Of Small Business Concerns;" or

     (2) An approved plan required by this clause, shall be a material breach of the contract.

   (j) The Contractor shall submit the Individual Subcontract Report and the Summary Subcontract Report as described below
using the web-based eSRS (http:www.esrs.gov). Neither report is required from small businesses. These reports collect
subcontract award data from prime contractors/subcontractors that: (a) hold one or more contracts over $500,000 (over $1,000,000
for construction of a public facility); and (b) are required to report subcontracts awarded to Small Business (SB), Small
Disadvantaged Business (SDB), Women-Owned Small Business (WOSB), HUBZone Small Business (HUBZone SB), Veteran-
Owned Small Business (VOSB) and Service-Disabled Veteran-Owned Small Business concerns under a subcontracting plan.
Purchases from a corporation, company, or subdivision that is an affiliate of the prime/subcontractor are not included in these
reports. Subcontract award data reported on these forms by prime contractors/subcontractors shall be limited to awards made to
their immediate subcontractors. Credit cannot be taken for awards made to lower tier subcontractors:

     (1) Individual Subcontract Report. This report is not required for commercial subcontracting plans, except as noted below.
The report is required for each contract containing a subcontracting plan and must be submitted to the Administrative Contracting
Officer (ACO) or Contracting Officer if no ACO is assigned, semi-annually during contract performance for the periods ended
March 31 and September 30. A separate report is also required for each contract at contract completion. Reports are due 30 days
after the close of each reporting period unless otherwise directed by the Contracting Officer. Reports are required when due,
regardless of whether there has been any subcontracting activity since the inception of the contract or since the inception of the
previous report. The authority to accept or reject the Individual Subcontract Report resides with:

     (A) In the case of the prime contractor, it resides with the Government agency responsible for administering the prime
contract; and

       (B) In the case of a subcontractor with a subcontracting plan under the flowdown requirements in subparagraph (d)(9) above,
it resides with the prime contractor or higher-tier subcontractor that awarded the subcontract.

     (2) Summary Subcontract Report. This report encompasses all of the contracts with the awarding agency. It must be submitted
annually using eSRS for the twelve months ending September 30th, except for contracts covered by an approved commercial plan.
If the reporting activity is covered by a commercial plan, the reporting activity must report annually using eSRS all subcontract
awards under that plan. Reports for other than commercial plans are due 30 days after the close of each reporting period.
Commercial plan reports are due 30 days after the end of the contractor's fiscal year for all Government contracts in effect during
that period:

      (A) The report must be submitted on a corporate, company or subdivision (e.g. plant or division operating on a separate
profit center basis), unless otherwise directed by the agency awarding the contract. If a prime contractor/subcontractor is

                                                                                                              I-11
      HSFECD-09-R-0006                                 Section I
performing work for more than one Federal agency, a separate report shall be submitted via eSRS to each agency covering only
that agency's contracts, provided at least one of that agency's contracts is over $500,000 (over $1,000,000 for construction of a
public facility) and contains a subcontracting plan;

      (B) The annual report submitted by organizations having an approved commercial plan shall include all subcontracting
activity under commercial plans in effect during the year and shall be submitted in addition to the required reports for other-than-
commercial plans, if any;

      (C) The authority to accept or reject Summary Subcontract Reports in eSRS,including Summary Subcontract Reports
submitted by subcontractors with subcontracting plans under the flow-down requirements in subparagraph (d)(9) above, resides
with the Government agency awarding the prime contract; however, the authority to accept or reject Summary Subcontract
Reports for commercial plans resides with the Contracting Officer who approved the commercial plan; and

       (D) The contractor shall maintain a hard copy of the Summary Subcontract Report signed by its Chief Executive Officer on
file for four (4) years from the end date of the reporting period.

    (3) Contractors with approved commercial plans who wish to take advantage of eSRS' lower-tier reporting capability may
voluntarily submit the semi-annual Individual Subcontract Report for one or more contracts covered by their commercial plan and
may require their other-than-small subcontractors to submit a semi-annual Individual Subcontract Report for the same contract(s).
No Contracting Officer or other Government official shall require a contractor with an approved commercial plan to submit the
semi-annual Individual Subcontract Report if the contractor does not wish to do so.

      (4) All reports submitted at the close of each fiscal year (both individual and commercial plans) shall include a breakout,
using eSRS. of subcontract awards, in whole dollars, to small disadvantaged business concerns by North American Industry
Classification System (NAICS) Industry Subsector. eSRS will prompt contractors to submit this report when they complete their
year-end Summary Subcontract Report, but it will allow them to submit it at a later date if the data is not available when the year-
end Summary Subcontract Report is submitted. For a commercial plan, the Contractor may obtain from each of its subcontractors
a predominant NAICS Industry Subsector and report all awards to that subcontractor under its predominant NAICS Industry
Subsector.



I.6 52.219-26 SMALL DISADVANTAGED BUSINESS PARTICIPATION PROGRAM--INCENTIVE
      SUBCONTRACTING (OCT 2000)

  (a) Of the total dollars it plans to spend under subcontracts, the Contractor has committed itself in its offer to try to award a
certain amount to small disadvantaged business concerns in the North American Industry Classification System (NAICS) Industry
Subsectors as determined by the Department of Commerce.

  (b) If the Contractor exceeds its total monetary target for subcontracting to small disadvantaged business concerns in the
authorized SIC Major Groups, it will receive percent of the dollars in excess of the monetary target, unless the Contracting
Officer determines that the excess was not due to the Contractor's efforts (e.g., a subcontractor cost overrun caused the actual
subcontract amount to exceed that estimated in the offer, or the excess was caused by the award of subcontracts that had been
planned but had not been disclosed in the offer during contract negotiations). Determinations made under this paragraph are not
subject to the Disputes clause of this contract.

  (c) If this is a cost-plus-fixed-fee contract, the sum of the fixed fee and the incentive fee earned under this contract may not
exceed the limitations in subsection 15.404-4 of the Federal Acquisition Regulation.




I.7 52.219-28 POST-AWARD SMALL BUSINESS PROGRAM REREPRESENTATION (JUNE 2007)

                                                                                                                  I-12
     HSFECD-09-R-0006                                 Section I
 (a) Definitions. As used in this clause-

  Long-term contract means a contract of more than five years in duration, including options. However, the term does not include
contracts that exceed five years in duration because the period of performance has been extended for a cumulative period not to
exceed six months under the clause at 52.217-8, Option to Extend Services, or other appropriate authority.

  Small business concern means a concern, including its affiliates, that is independently owned and operated, not dominant in the
field of operation in which it is bidding on Government contracts, and qualified as a small business under the criteria in 13 CFR
part 121 and the size standard in paragraph (c) of this clause.

  (b) If the Contractor represented that it was a small business concern prior to award of this contract, the Contractor shall
rerepresent its size status according to paragraph (e) of this clause or, if applicable, paragraph (g) of this clause, upon the
occurrence of any of the following:

   (1) Within 30 days after execution of a novation agreement or within 30 days after modification of the contract to include this
clause, if the novation agreement was executed prior to inclusion of this clause in the contract.

   (2) Within 30 days after a merger or acquisition that does not require a novation or within 30 days after modification of the
contract to include this clause, if the merger or acquisition occurred prior to inclusion of this clause in the contract.

   (3) For long-term contracts-

    (i) Within 60 to 120 days prior to the end of the fifth year of the contract; and

    (ii) Within 60 to 120 days prior to the exercise date specified in the contract for any option thereafter.

  (c) The Contractor shall rerepresent its size status in accordance with the size standard in effect at the time of this
rerepresentation that corresponds to the North American Industry Classification System (NAICS) code assigned to this contract.
The small business size standard corresponding to this NAICS code can be found at
http://www.sba.gov/services/contractingopportunities/sizestandardstopics/.

  (d) The small business size standard for a Contractor providing a product which it does not manufacture itself, for a contract
other than a construction or service contract, is 500 employees.

  (e) Except as provided in paragraph (g) of this clause, the Contractor shall make the rerepresentation required by paragraph (b)
of this clause by validating or updating all its representations in the Online Representations and Certifications Application and its
data in the Central Contractor Registration, as necessary, to ensure they reflect current status. The Contractor shall notify the
contracting office by e-mail, or otherwise in writing, that the data have been validated or updated, and provide the date of the
validation or update.

 (f) If the Contractor represented that it was other than a small business concern prior to award of this contract, the Contractor
may, but is not required to, take the actions required by paragraphs (e) or (g) of this clause.

  (g) If the Contractor does not have representations and certifications in ORCA, or does not have a representation in ORCA for
the NAICS code applicable to this contract, the Contractor is required to complete the following rerepresentation and submit it to
the contracting office, along with the contract number and the date on which the rerepresentation was completed:

 The Contractor represents that it [ ] is, [ ] is not a small business concern under NAICS Code 611430 assigned to contract
number .

[Contractor to sign and date and insert authorized signer's name and title].




                                                                                                                  I-13
     HSFECD-09-R-0006                                 Section I

I.8 52.222-2 PAYMENT FOR OVERTIME PREMIUMS (JUL 1990)

  (a) The use of overtime is authorized under this contract if the overtime premium cost does not exceed $50,000 per contract year
or the overtime premium is paid for work--

   (1) Necessary to cope with emergencies such as those resulting from accidents, natural disasters, breakdowns of production
equipment, or occasional production bottlenecks of a sporadic nature;

  (2) By indirect-labor employees such as those performing duties in connection with administration, protection, transportation,
maintenance, standby plant protection, operation of utilities, or accounting;

   (3) To perform tests, industrial processes, laboratory procedures, loading or unloading of transportation conveyances, and
operations in flight or afloat that are continuous in nature and cannot reasonably be interrupted or completed otherwise; or

   (4) That will result in lower overall costs to the Government.

  (b) Any request for estimated overtime premiums that exceeds the amount specified above shall include all estimated overtime
for contract completion and shall--

   (1) Identify the work unit; e.g., department or section in which the requested overtime will be used, together with present
workload, staffing, and other data of the affected unit sufficient to permit the Contracting Officer to evaluate the necessity for the
overtime;

   (2) Demonstrate the effect that denial of the request will have on the contract delivery or performance schedule;

  (3) Identify the extent to which approval of overtime would affect the performance or payments in connection with other
Government contracts, together with identification of each affected contract; and

   (4) Provide reasons why the required work cannot be performed by using multishift operations or by employing additional
personnel.


I.9 52.222-21 PROHIBITION OF SEGREGATED FACILITIES (FEB 1999)

  (a) "Segregated facilities," as used in this clause, means any waiting rooms, work areas, rest rooms and wash rooms, restaurants
and other eating areas, time clocks, locker rooms and other storage or dressing areas, parking lots, drinking fountains, recreation
or entertainment areas, transportation, and housing facilities provided for employees, that are segregated by explicit directive or
are in fact segregated on the basis of race, color, religion, sex, or national origin because of written or oral policies or employee
custom. The term does not include separate or single-user rest rooms or necessary dressing or sleeping areas provided to assure
privacy between the sexes.

  (b) The Contractor agrees that it does not and will not maintain or provide for its employees any segregated facilities at any of
its establishments, and that it does not and will not permit its employees to perform their services at any location under its control
where segregated facilities are maintained. The Contractor agrees that a breach of this clause is a violation of the Equal
Opportunity clause in this contract.

  (c) The Contractor shall include this clause in every subcontract and purchase order that is subject to the Equal Opportunity
clause of this contract.



I.10 52.222-39 NOTIFICATION OF EMPLOYEE RIGHTS CONCERNING PAYMENT OF UNION DUES
      OR FEES (DEC 2004)
                                                                                                                  I-14
     HSFECD-09-R-0006                                 Section I

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

  "United States" means the 50 States, the District of Columbia, Puerto Rico, the Northern Mariana Islands, American Samoa,
Guam, the U.S. Virgin Islands, and Wake Island.

  (b) Except as provided in paragraph (e) of this clause, during the term of this contract, the Contractor shall post a notice, in the
form of a poster, informing employees of their rights concerning union membership and payment of union dues and fees, in
conspicuous places in and about all its plants and offices, including all places where notices to employees are customarily posted.
The notice shall include the following information (except that the information pertaining to National Labor Relations Board shall
not be included in notices posted in the plants or offices of carriers subject to the Railway Labor Act, as amended (45 U.S.C. 151-
188)).

                                                  Notice to Employees

    Under Federal law, employees cannot be required to join a union or maintain membership in a union in order to retain their
jobs. Under certain conditions, the law permits a union and an employer to enter into a union-security agreement requiring
employees to pay uniform periodic dues and initiation fees. However, employees who are not union members can object to the use
of their payments for certain purposes and can only be required to pay their share of union costs relating to collective bargaining,
contract administration, and grievance adjustment.

   If you do not want to pay that portion of dues or fees used to support activities not related to collective bargaining, contract
administration, or grievance adjustment, you are entitled to an appropriate reduction in your payment. If you believe that you have
been required to pay dues or fees used in part to support activities not related to collective bargaining, contract administration, or
grievance adjustment, you may be entitled to a refund and to an appropriate reduction in future payments.

   For further information concerning your rights, you may wish to contact the National Labor Relations Board (NLRB) either at
one of its Regional offices or at the following address or toll free number:

   National Labor Relations Board
   Division of Information
   1099 14th Street, N.W.
   Washington, DC 20570
   1-866-667-6572
   1-866-316-6572 (TTY)

   To locate the nearest NLRB office, see NLRB's website at http://www.nlrb.gov.

  (c) The Contractor shall comply with all provisions of Executive Order 13201 of February 17, 2001, and related implementing
regulations at 29 CFR Part 470, and orders of the Secretary of Labor.

  (d) In the event that the Contractor does not comply with any of the requirements set forth in paragraphs (b), (c), or (g), the
Secretary may direct that this contract be cancelled, terminated, or suspended in whole or in part, and declare the Contractor
ineligible for further Government contracts in accordance with procedures at 29 CFR Part 470, Subpart B--Compliance
Evaluations, Complaint Investigations and Enforcement Procedures. Such other sanctions or remedies may be imposed as are
provided by 29 CFR Part 470, which implements Executive Order 13201, or as are otherwise provided by law.

 (e) The requirement to post the employee notice in paragraph (b) does not apply to--

   (1) Contractors and subcontractors that employ fewer than 15 persons;

   (2) Contractor establishments or construction work sites where no union has been formally recognized by the Contractor or
certified as the exclusive bargaining representative of the Contractor's employees;


                                                                                                                 I-15
    HSFECD-09-R-0006                                Section I
  (3) Contractor establishments or construction work sites located in a jurisdiction named in the definition of the United States in
which the law of that jurisdiction forbids enforcement of union-security agreements;

   (4) Contractor facilities where upon the written request of the Contractor, the Department of Labor Deputy Assistant Secretary
for Labor-Management Programs has waived the posting requirements with respect to any of the Contractor's facilities if the
Deputy Assistant Secretary finds that the Contractor has demonstrated that--

      (i) The facility is in all respects separate and distinct from activities of the Contractor related to the performance of a contract;
and

      (ii) Such a waiver will not interfere with or impede the effectuation of the Executive order; or

   (5) Work outside the United States that does not involve the recruitment or employment of workers within the United States.

 (f) The Department of Labor publishes the official employee notice in two variations; one for contractors covered by the
Railway Labor Act and a second for all other contractors. The Contractor shall--

   (1) Obtain the required employee notice poster from the Division of Interpretations and Standards, Office of Labor-
Management Standards, U.S. Department of Labor, 200 Constitution Avenue, NW, Room N-5605, Washington, DC 20210, or
from any field office of the Department's Office of Labor-Management Standards or Office of Federal Contract Compliance
Programs;

   (2) Download a copy of the poster from the Office of Labor- Management Standards website at http://www.olms.dol.gov; or

   (3) Reproduce and use exact duplicate copies of the Department of Labor's official poster.

  (g) The Contractor shall include the substance of this clause in every subcontract or purchase order that exceeds the simplified
acquisition threshold, entered into in connection with this contract, unless exempted by the Department of Labor Deputy Assistant
Secretary for Labor-Management Programs on account of special circumstances in the national interest under authority of 29 CFR
470.3(c). For indefinite quantity subcontracts, the Contractor shall include the substance of this clause if the value of orders in any
calendar year of the subcontract is expected to exceed the simplified acquisition threshold. Pursuant to 29 CFR Part 470, Subpart
B--Compliance Evaluations, Complaint Investigations and Enforcement Procedures, the Secretary of Labor may direct the
Contractor to take such action in the enforcement of these regulations, including the imposition of sanctions for noncompliance
with respect to any such subcontract or purchase order. If the Contractor becomes involved in litigation with a subcontractor or
vendor, or is threatened with such involvement, as a result of such direction, the Contractor may request the United States, through
the Secretary of Labor, to enter into such litigation to protect the interests of the United States.




I.11 52.222-41 SERVICE CONTRACT ACT OF 1965 (NOV 2007)

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

 "Act" means the Service Contract Act of 1965, as amended (41 U.S.C. 351, et seq.).

 "Contractor" when this clause is used in any subcontract, shall be deemed to refer to the subcontractor, except in the term
"Government Prime Contractor."

  "Service employee," means any person engaged in the performance of this contract other than any person employed in a bona
fide executive, administrative, or professional capacity, as these terms are defined in Part 541 of Title 29, Code of Federal
Regulations, as revised. It includes all such persons regardless of any contractual relationship that may be alleged to exist
between a Contractor or subcontractor and such persons.


                                                                                                                     I-16
     HSFECD-09-R-0006                                  Section I
  (b) Applicability. This contract is subject to the following provisions and to all other applicable provisions of the Act and
regulations of the Secretary of Labor (29 CFR Part 4). This clause does not apply to contracts or subcontracts administratively
exempted by the Secretary of Labor or exempted by 41 U.S.C. 356, as interpreted in Subpart C of 29 CFR Part 4.

 (c) Compensation.

   (1) Each service employee employed in the performance of this contract by the Contractor or any subcontractor shall be paid
not less than the minimum monetary wages and shall be furnished fringe benefits in accordance with the wages and fringe benefits
determined by the Secretary of Labor, or authorized representative, as specified in any wage determination attached to this
contract.

    (2)(i) If a wage determination is attached to this contract, the Contractor shall classify any class of service employee which is
not listed therein and which is to be employed under the contract (i.e., the work to be performed is not performed by any
classification listed in the wage determination) so as to provide a reasonable relationship (i.e., appropriate level of skill
comparison) between such unlisted classifications and the classifications listed in the wage determination. Such conformed class
of employees shall be paid the monetary wages and furnished the fringe benefits as are determined pursuant to the procedures in
this paragraph (c).

     (ii) This conforming procedure shall be initiated by the Contractor prior to the performance of contract work by the unlisted
class of employee. The Contractor shall submit Standard Form (SF) 1444, Request for Authorization of Additional Classification
and Rate, to the Contracting Officer no later than 30 days after the unlisted class of employee performs any contract work. The
Contracting Officer shall review the proposed classification and rate and promptly submit the completed SF 1444 (which must
include information regarding the agreement or disagreement of the employees' authorized representatives or the employees
themselves together with the agency recommendation), and all pertinent information to the Wage and Hour Division, Employment
Standards Administration, U.S. Department of Labor. The Wage and Hour Division will approve, modify, or disapprove the
action or render a final determination in the event of disagreement within 30 days of receipt or will notify the Contracting Officer
within 30 days of receipt that additional time is necessary.

    (iii) The final determination of the conformance action by the Wage and Hour Division shall be transmitted to the
Contracting Officer who shall promptly notify the Contractor of the action taken. Each affected employee shall be furnished by
the Contractor with a written copy of such determination or it shall be posted as a part of the wage determination.

     (iv)(A) The process of establishing wage and fringe benefit rates that bear a reasonable relationship to those listed in a wage
determination cannot be reduced to any single formula. The approach used may vary from wage determination to wage
determination depending on the circumstances. Standard wage and salary administration practices which rank various job
classifications by pay grade pursuant to point schemes or other job factors may, for example, be relied upon. Guidance may also
be obtained from the way different jobs are rated under Federal pay systems (Federal Wage Board Pay System and the General
Schedule) or from other wage determinations issued in the same locality. Basic to the establishment of any conformable wage
rate(s) is the concept that a pay relationship should be maintained between job classifications based on the skill required and the
duties performed.

       (B) In the case of a contract modification, an exercise of an option, or extension of an existing contract, or in any other case
where a Contractor succeeds a contract under which the classification in question was previously conformed pursuant to paragraph
(c) of this clause, a new conformed wage rate and fringe benefits may be assigned to the conformed classification by indexing
(i.e., adjusting) the previous conformed rate and fringe benefits by an amount equal to the average (mean) percentage increase (or
decrease, where appropriate) between the wages and fringe benefits specified for all classifications to be used on the contract
which are listed in the current wage determination, and those specified for the corresponding classifications in the previously
applicable wage determination. Where conforming actions are accomplished in accordance with this paragraph prior to the
performance of contract work by the unlisted class of employees, the Contractor shall advise the Contracting Officer of the action
taken but the other procedures in subdivision (c)(2)(ii) of this clause need not be followed.

     (C) No employee engaged in performing work on this contract shall in any event be paid less than the currently applicable
minimum wage specified under section (6)(a)(1) of the Fair Labor Standards Act of 1938, as amended.


                                                                                                                 I-17
     HSFECD-09-R-0006                                Section I
    (v) The wage rate and fringe benefits finally determined under this subparagraph (c)(2) of this clause shall be paid to all
employees performing in the classification from the first day on which contract work is performed by them in the classification.
Failure to pay the unlisted employees the compensation agreed upon by the interested parties and/or finally determined by the
Wage and Hour Division retroactive to the date such class of employees commenced contract work shall be a violation of the Act
and this contract.

     (vi) Upon discovery of failure to comply with subparagraph (c)(2) of this clause, the Wage and Hour Division shall make a
final determination of conformed classification, wage rate, and/or fringe benefits which shall be retroactive to the date such class
or classes of employees commenced contract work.

   (3) Adjustment of Compensation. If the term of this contract is more than 1 year, the minimum monetary wages and fringe
benefits required to be paid or furnished thereunder to service employees under this contract shall be subject to adjustment after 1
year and not less often than once every 2 years, under wage determinations issued by the Wage and Hour Division.

  (d) Obligation to Furnish Fringe Benefits. The Contractor or subcontractor may discharge the obligation to furnish fringe
benefits specified in the attachment or determined under subparagraph (c)(2) of this clause by furnishing equivalent combinations
of bona fide fringe benefits, or by making equivalent or differential cash payments, only in accordance with Subpart D of 29 CFR
Part 4.

  (e) Minimum Wage. In the absence of a minimum wage attachment for this contract, neither the Contractor nor any
subcontractor under this contract shall pay any person performing work under this contract (regardless of whether the person is a
service employee) less than the minimum wage specified by section 6(a)(1) of the Fair Labor Standards Act of 1938. Nothing in
this clause shall relieve the Contractor or any subcontractor of any other obligation under law or contract for payment of a higher
wage to any employee.

   (f) Successor Contracts. If this contract succeeds a contract subject to the Act under which substantially the same services were
furnished in the same locality and service employees were paid wages and fringe benefits provided for in a collective bargaining
agreement, in the absence of the minimum wage attachment for this contract setting forth such collectively bargained wage rates
and fringe benefits, neither the Contractor nor any subcontractor under this contract shall pay any service employee performing
any of the contract work (regardless of whether or not such employee was employed under the predecessor contract), less than the
wages and fringe benefits provided for in such collective bargaining agreement, to which such employee would have been entitled
if employed under the predecessor contract, including accrued wages and fringe benefits and any prospective increases in wages
and fringe benefits provided for under such agreement. No Contractor or subcontractor under this contract may be relieved of the
foregoing obligation unless the limitations of 29 CFR 4.1b(b) apply or unless the Secretary of Labor or the Secretary's authorized
representative finds, after a hearing as provided in 29 CFR 4.10 that the wages and/or fringe benefits provided for in such
agreement are substantially at variance with those which prevail for services of a character similar in the locality, or determines, as
provided in 29 CFR 4.11, that the collective bargaining agreement applicable to service employees employed under the
predecessor contract was not entered into as a result of arm's length negotiations. Where it is found in accordance with the review
procedures provided in 29 CFR 4.10 and/or 4.11 and Parts 6 and 8 that some or all of the wages and/or fringe benefits contained in
a predecessor Contractor's collective bargaining agreement are substantially at variance with those which prevail for services of a
character similar in the locality, and/or that the collective bargaining agreement applicable to service employees employed under
the predecessor contract was not entered into as a result of arm's length negotiations, the Department will issue a new or revised
wage determination setting forth the applicable wage rates and fringe benefits. Such determination shall be made part of the
contract or subcontract, in accordance with the decision of the Administrator, the Administrative Law Judge, or the Administrative
Review Board, as the case may be, irrespective of whether such issuance occurs prior to or after the award of a contract or
subcontract (53 Comp. Gen. 401 (1973)). In the case of a wage determination issued solely as a result of a finding of substantial
variance, such determination shall be effective as of the date of the final administrative decision.

  (g) Notification to Employees. The Contractor and any subcontractor under this contract shall notify each service employee
commencing work on this contract of the minimum monetary wage and any fringe benefits required to be paid pursuant to this
contract, or shall post the wage determination attached to this contract. The poster provided by the Department of Labor
(Publication WH 1313) shall be posted in a prominent and accessible place at the worksite. Failure to comply with this
requirement is a violation of section 2(a)(4) of the Act and of this contract.


                                                                                                                 I-18
     HSFECD-09-R-0006                                 Section I
  (h) Safe and Sanitary Working Conditions. The Contractor or subcontractor shall not permit any part of the services called for
by this contract to be performed in buildings or surroundings or under working conditions provided by or under the control or
supervision of the Contractor or subcontractor which are unsanitary, hazardous, or dangerous to the health or safety of the service
employees. The Contractor or subcontractor shall comply with the safety and health standards applied under 29 CFR Part 1925.

 (i) Records.

  (1) The Contractor and each subcontractor performing work subject to the Act shall make and maintain for 3 years from the
completion of the work, and make them available for inspection and transcription by authorized representatives of the Wage and
Hour Division, Employment Standards Administration, a record of the following:

    (i) For each employee subject to the Act -

     (A) Name and address and social security number;

      (B) Correct work classification or classifications, rate or rates of monetary wages paid and fringe benefits provided, rate or
rates of payments in lieu of fringe benefits, and total daily and weekly compensation;

     (C) Daily and weekly hours worked by each employee; and

     (D) Any deductions, rebates, or refunds from the total daily or weekly compensation of each employee.

     (ii) For those classes of service employees not included in any wage determination attached to this contract, wage rates or
fringe benefits determined by the interested parties or by the Administrator or authorized representative under the terms of
paragraph (c) of this clause. A copy of the report required by subdivision (c)(2)(ii) of this clause will fulfill this requirement.

    (iii) Any list of the predecessor Contractor's employees which had been furnished to the Contractor as prescribed by
paragraph (n) of this clause.

   (2) The Contractor shall also make available a copy of this contract for inspection or transcription by authorized
representatives of the Wage and Hour Division.

   (3) Failure to make and maintain or to make available these records for inspection and transcription shall be a violation of the
regulations and this contract, and in the case of failure to produce these records, the Contracting Officer, upon direction of the
Department of Labor and notification to the Contractor, shall take action to cause suspension of any further payment or advance of
funds until the violation ceases.

  (4) The Contractor shall permit authorized representatives of the Wage and Hour Division to conduct interviews with
employees at the worksite during normal working hours.

  (j) Pay Periods. The Contractor shall unconditionally pay to each employee subject to the Act all wages due free and clear and
without subsequent deduction (except as otherwise provided by law or Regulations, 29 CFR Part 4), rebate, or kickback on any
account. These payments shall be made no later than one pay period following the end of the regular pay period in which the
wages were earned or accrued. A pay period under this Act may not be of any duration longer than semi-monthly.

  (k) Withholding of Payments and Termination of Contract. The Contracting Officer shall withhold or cause to be withheld
from the Government Prime Contractor under this or any other Government contract with the Prime Contractor such sums as an
appropriate official of the Department of Labor requests or such sums as the Contracting Officer decides may be necessary to pay
underpaid employees employed by the Contractor or subcontractor. In the event of failure to pay any employees subject to the
Act all or part of the wages or fringe benefits due under the Act, the Contracting Officer may, after authorization or by direction of
the Department of Labor and written notification to the Contractor, take action to cause suspension of any further payment or
advance of funds until such violations have ceased. Additionally, any failure to comply with the requirements of this clause may
be grounds for termination of the right to proceed with the contract work. In such event, the Government may enter into other
contracts or arrangements for completion of the work, charging the Contractor in default with any additional cost.

                                                                                                                  I-19
     HSFECD-09-R-0006                                  Section I

 (l) Subcontracts. The Contractor agrees to insert this clause in all subcontracts subject to the Act.

  (m) Collective Bargaining Agreements Applicable to Service Employees. If wages to be paid or fringe benefits to be furnished
any service employees employed by the Government Prime Contractor or any subcontractor under the contract are provided for in
a collective bargaining agreement which is or will be effective during any period in which the contract is being performed, the
Government Prime Contractor shall report such fact to the Contracting Officer, together with full information as to the application
and accrual of such wages and fringe benefits, including any prospective increases, to service employees engaged in work on the
contract, and a copy of the collective bargaining agreement. Such report shall be made upon commencing performance of the
contract, in the case of collective bargaining agreements effective at such time, and in the case of such agreements or provisions or
amendments thereof effective at a later time during the period of contract performance such agreements shall be reported promptly
after negotiation thereof.

  (n) Seniority List. Not less than 10 days prior to completion of any contract being performed at a Federal facility where service
employees may be retained in the performance of the succeeding contract and subject to a wage determination which contains
vacation or other benefit provisions based upon length of service with a Contractor (predecessor) or successor (29 CFR 4.173), the
incumbent Prime Contractor shall furnish the Contracting Officer a certified list of the names of all service employees on the
Contractor's or subcontractor's payroll during the last month of contract performance. Such list shall also contain anniversary dates
of employment on the contract either with the current or predecessor Contractors of each such service employee. The Contracting
Officer shall turn over such list to the successor Contractor at the commencement of the succeeding contract.

 (o) Rulings and Interpretations. Rulings and interpretations of the Act are contained in Regulations, 29 CFR Part 4.

 (p) Contractor's Certification.

    (1) By entering into this contract, the Contractor (and officials thereof) certifies that neither it (nor he or she) nor any person or
firm who has a substantial interest in the Contractor's firm is a person or firm ineligible to be awarded Government contracts by
virtue of the sanctions imposed under section 5 of the Act.

   (2) No part of this contract shall be subcontracted to any person or firm ineligible for award of a Government contract under
section 5 of the Act.

   (3) The penalty for making false statements is prescribed in the U.S. Criminal Code, 18 U.S.C. 1001.

  (q) Variations, Tolerances, and Exemptions Involving Employment. Notwithstanding any of the provisions in paragraphs (b)
through (o) of this clause, the following employees may be employed in accordance with the following variations, tolerances, and
exemptions, which the Secretary of Labor, pursuant to section 4(b) of the Act prior to its amendment by Pub. L. 92-473, found to
be necessary and proper in the public interest or to avoid serious impairment of the conduct of Government business.

   (1) Apprentices, student-learners, and workers whose earning capacity is impaired by age, physical or mental deficiency or
injury may be employed at wages lower than the minimum wages otherwise required by section 2(a)(1) or 2(b)(1) of the Act
without diminishing any fringe benefits or cash payments in lieu thereof required under section 2(a)(2) of the Act, in accordance
with the conditions and procedures prescribed for the employment of apprentices, student- learners, handicapped persons, and
handicapped clients of sheltered workshops under section 14 of the Fair Labor Standards Act of 1938, in the regulations issued by
the Administrator (29 CFR Parts 520, 521, 524, and 525).

   (2) The Administrator will issue certificates under the Act for the employment of apprentices, student-learners, handicapped
persons, or handicapped clients of sheltered workshops not subject to the Fair Labor Standards Act of 1938, or subject to different
minimum rates of pay under the two acts, authorizing appropriate rates of minimum wages (but without changing requirements
concerning fringe benefits or supplementary cash payments in lieu thereof), applying procedures prescribed by the applicable
regulations issued under the Fair Labor Standards Act of 1938 (29 CFR Parts 520, 521, 524, and 525).

   (3) The Administrator will also withdraw, annul, or cancel such certificates in accordance with the regulations in 29 CFR Parts
525 and 528.

                                                                                                                    I-20
     HSFECD-09-R-0006                               Section I

  (r) Apprentices. Apprentices will be permitted to work at less than the predetermined rate for the work they perform when they
are employed and individually registered in a bona fide apprenticeship program registered with a State Apprenticeship Agency
which is recognized by the U.S. Department of Labor, or if no such recognized agency exists in a State, under a program
registered with the Office of Apprenticeship Training, Employer, and Labor Services (OATELS), U.S. Department of Labor. Any
employee who is not registered as an apprentice in an approved program shall be paid the wage rate and fringe benefits contained
in the applicable wage determination for the journeyman classification of work actually performed. The wage rates paid
apprentices shall not be less than the wage rate for their level of progress set forth in the registered program, expressed as the
appropriate percentage of the journeyman's rate contained in the applicable wage determination. The allowable ratio of apprentices
to journeymen employed on the contract work in any craft classification shall not be greater than the ratio permitted to the
Contractor as to his entire work force under the registered program.

  (s) Tips. An employee engaged in an occupation in which the employee customarily and regularly receives more than $30 a
month in tips may have the amount of these tips credited by the employer against the minimum wage required by section 2(a)(1)
or section 2(b)(1) of the Act, in accordance with section 3(m) of the Fair Labor Standards Act and Regulations 29 CFR Part 531.
However, the amount of credit shall not exceed $1.34 per hour beginning January 1, 1981. To use this provision -

   (1) The employer must inform tipped employees about this tip credit allowance before the credit is utilized;

   (2) The employees must be allowed to retain all tips (individually or through a pooling arrangement and regardless of whether
the employer elects to take a credit for tips received);

  (3) The employer must be able to show by records that the employee receives at least the applicable Service Contract Act
minimum wage through the combination of direct wages and tip credit; and

    (4) The use of such tip credit must have been permitted under any predecessor collective bargaining agreement applicable by
virtue of section 4(c) of the Act.

  (t) Disputes Concerning Labor Standards. The U.S. Department of Labor has set forth in 29 CFR Parts 4, 6, and 8 procedures
for resolving disputes concerning labor standards requirements. Such disputes shall be resolved in accordance with those
procedures and not the Disputes clause of this contract. Disputes within the meaning of this clause include disputes between the
Contractor (or any of its subcontractors) and the contracting agency, the U.S. Department of Labor, or the employees or their
representatives.


I.12 52.222-42 STATEMENT OF EQUIVALENT RATES FOR FEDERAL HIRES (MAY 1989)

 In compliance with the Service Contract Act of 1965, as amended, and the regulations of the Secretary of Labor (29 CFR Part 4),
this clause identifies the classes of service employees expected to be employed under the contract and states the wages and fringe
benefits payable to each if they were employed by the contracting agency subject to the provisions of 5 U.S.C. 5341 or 5332.


                                       This Statement is for Information Only:
                                           It is not a Wage Determination

    Employee Class                                          Monetary Wage-Fringe Benefits

    The applicable employee class and monetary wage-fring benefits are provided
    under Section J, attachment 4.

I.13 52.244-2 SUBCONTRACTS (JUNE 2007) ALTERNATE I (JUNE 2007)

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


                                                                                                              I-21
     HSFECD-09-R-0006                               Section I
   "Approved purchasing system" means a Contractor's purchasing system that has been reviewed and approved in accordance
with Part 44 of the Federal Acquisition Regulation (FAR).

   "Consent to subcontract" means the Contracting Officer's written consent for the Contractor to enter into a particular
subcontract.

   "Subcontract" means any contract, as defined in FAR Subpart 2.1, entered into by a subcontractor to furnish supplies or
services for performance of the prime contract or a subcontract. It includes, but is not limited to, purchase orders, and changes and
modifications to purchase orders.

  (b) When this clause is included in a fixed-price type contract, consent to subcontract is required only on unpriced contract
actions (including unpriced modifications or unpriced delivery orders), and only if required in accordance with paragraph (c) or
(d) of this clause.

 (c) If the Contractor does not have an approved purchasing system, consent to subcontract is required for any subcontract that--

   (1) Is of the cost-reimbursement, time-and-materials, or labor- hour type; or

   (2) Is fixed-price and exceeds--

   (i) For a contract awarded by the Department of Defense, the Coast Guard, or the National Aeronautics and Space
Administration, the greater of the simplified acquisition threshold or 5 percent of the total estimated cost of the contract; or

   (ii) For a contract awarded by a civilian agency other than the Coast Guard and the National Aeronautics and Space
Administration, either the simplified acquisition threshold or 5 percent of the total estimated cost of the contract.

 (d) If the Contractor has an approved purchasing system, the Contractor nevertheless shall obtain the Contracting Officer's
written consent before placing the following subcontracts:

 None




  (e)(1) The Contractor shall notify the Contracting Officer reasonably in advance of placing any subcontract or modification
thereof for which consent is required under paragraph (b), (c), or (d) of this clause, including the following information:

    (i) A description of the supplies or services to be subcontracted.

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

    (iii) Identification of the proposed subcontractor.

    (iv) The proposed subcontract price.

    (v) The subcontractor's current, complete, and accurate cost or pricing data and Certificate of Current Cost or Pricing Data, if
required by other contract provisions.

    (vi) The subcontractor's Disclosure Statement or Certificate relating to Cost Accounting Standards when such data are
required by other provisions of this contract.


                                                                                                                  I-22
     HSFECD-09-R-0006                                 Section I
    (vii) A negotiation memorandum reflecting--

     (A) The principal elements of the subcontract price negotiations;

     (B) The most significant considerations controlling establishment of initial or revised prices;

     (C) The reason cost or pricing data were or were not required;

      (D) The extent, if any, to which the Contractor did not rely on the subcontractor's cost or pricing data in determining the
price objective and in negotiating the final price;

      (E) The extent to which it was recognized in the negotiation that the subcontractor's cost or pricing data were not accurate,
complete, or current; the action taken by the Contractor and the subcontractor; and the effect of any such defective data on the
total price negotiated;

     (F) The reasons for any significant difference between the Contractor's price objective and the price negotiated; and

      (G) A complete explanation of the incentive fee or profit plan when incentives are used. The explanation shall identify each
critical performance element, management decisions used to quantify each incentive element, reasons for the incentives, and a
summary of all trade-off possibilities considered.

    (2) If the Contractor has an approved purchasing system and consent is not required under paragraph (c), or (d) of this clause,
the Contractor nevertheless shall notify the Contracting Officer reasonably in advance of entering into any (i) cost-plus-fixed-fee
subcontract, or (ii) fixed-price subcontract that exceeds either the simplified acquisition threshold or 5 percent of the total
estimated cost of this contract. The notification shall include the information required by paragraphs (e)(1)(i) through (e)(1)(iv) of
this clause.

 (f) Unless the consent or approval specifically provides otherwise, neither consent by the Contracting Officer to any subcontract
nor approval of the Contractor's purchasing system shall constitute a determination--

   (1) Of the acceptability of any subcontract terms or conditions;

   (2) Of the allowability of any cost under this contract; or

   (3) To relieve the Contractor of any responsibility for performing this contract.

  (g) No subcontract or modification thereof placed under this contract shall provide for payment on a cost-plus-a-percentage-of-
cost basis, and any fee payable under cost-reimbursement type subcontracts shall not exceed the fee limitations in FAR 15.404-
4(c)(4)(i).

   (h) The Contractor shall give the Contracting Officer immediate written notice of any action or suit filed and prompt notice of
any claim made against the Contractor by any subcontractor or vendor that, in the opinion of the Contractor, may result in
litigation related in any way to this contract, with respect to which the Contractor may be entitled to reimbursement from the
Government.

 (i) The Government reserves the right to review the Contractor's purchasing system as set forth in FAR Subpart 44.3.

 (j) Paragraphs (c) and (e) of this clause do not apply to the following subcontracts, which were evaluated during negotiations:




                                                                                                                 I-23
     HSFECD-09-R-0006                                Section I




I.14 52.244-5 COMPETITION IN SUBCONTRACTING (DEC 1996)

  (a) The Contractor shall select subcontractors (including suppliers) on a competitive basis to the maximum practical extent
consistent with the objectives and requirements of the contract.

  (b) If the Contractor is an approved mentor under the Department of Defense Pilot Mentor-Protégé Program (Pub. L. 101-510,
section 831 as amended), the Contractor may award subcontracts under this contract on a noncompetitive basis to its protégés.



I.15 52.223-3 HAZARDOUS MATERIAL IDENTIFICATION AND MATERIAL SAFETY DATA (JAN
      1997) ALTERNATE I (JUL 1995)

  (a) "Hazardous material," as used in this clause, includes any material defined as hazardous under the latest version of Federal
Standard No. 313 (including revisions adopted during the term of the contract).

  (b) The offeror must list any hazardous material, as defined in paragraph (a) of this clause, to be delivered under this contract.
The hazardous material shall be properly identified and include any applicable identification number, such as National Stock
Number or Special Item Number. This information shall also be included on the Material Safety Data Sheet submitted under this
contract.

 Material (If none, insert "None")                      Identification No.

 ______________________________________                 ______________________________

 ______________________________________                 ______________________________

 ______________________________________                 ______________________________


  (c) This list must be updated during performance of the contract whenever the Contractor determines that any other material to
be delivered under this contract is hazardous.

  (d) The apparently successful offeror agrees to submit, for each item as required prior to award, a Material Safety Data Sheet,
meeting the requirements of 29 CFR 1910.1200(g) and the latest version of Federal Standard No. 313, for all hazardous material
identified in paragraph (b) of this clause. Data shall be submitted in accordance with Federal Standard No. 313, whether or not the
apparently successful offeror is the actual manufacturer of these items. Failure to submit the Material Safety Data Sheet prior to
award may result in the apparently successful offeror being considered nonresponsible and ineligible for award.

  (e) If, after award, there is a change in the composition of the item(s) or a revision to Federal Standard No. 313, which renders
incomplete or inaccurate the data submitted under paragraph (d) of this clause, the Contractor shall promptly notify the
Contracting Officer and resubmit the data.

  (f) Neither the requirements of this clause nor any act or failure to act by the Government shall relieve the Contractor of any
responsibility or liability for the safety of Government, Contractor, or subcontractor personnel or property.

  (g) Nothing contained in this clause shall relieve the Contractor from complying with applicable Federal, State, and local laws,
codes, ordinances, and regulations (including the obtaining of licenses and permits) in connection with hazardous material.
                                                                                                                 I-24
     HSFECD-09-R-0006                                 Section I

 (h) The Government's rights in data furnished under this contract with respect to hazardous material are as follows:

   (1) To use, duplicate and disclose any data to which this clause is applicable. The purposes of this right are to--

    (i) Apprise personnel of the hazards to which they may be exposed in using, handling, packaging, transporting, or disposing
of hazardous materials;

    (ii) Obtain medical treatment for those affected by the material; and

    (iii) Have others use, duplicate, and disclose the data for the Government for these purposes.

   (2) To use, duplicate, and disclose data furnished under this clause, in accordance with subparagraph (h)(1) of this clause, in
precedence over any other clause of this contract providing for rights in data.

   (3) The Government is not precluded from using similar or identical data acquired from other sources.

  (i) Except as provided in paragraph (i)(2) the Contractor shall prepare and submit a sufficient number of Material Safety Data
Sheets (MSDS's), meeting the requirements of 29 CFR 1910.1200(g) and the latest version of Federal Standard No. 313, for all
hazardous materials identified in paragraph (b) of this clause.

   (1) For items shipped to consignees, the Contractor shall include a copy of the MSDS with the packing list or other suitable
shipping document which accompanies each shipment. Alternatively, the Contractor is permitted to transmit MSDS's to
consignees in advance of receipt of shipments by consignees, if authorized in writing by the Contracting Officer.

   (2) For items shipped to consignees identified by mailing address as agency depots, distribution centers or customer supply
centers, the Contractor shall provide one copy of the MSDS's in or on each shipping container. If affixed to the outside of each
container, the MSDS must be placed in a weather resistant envelope.



I.16 52.249-14 EXCUSABLE DELAYS (APR 1984)

  (a) Except for defaults of subcontractors at any tier, the Contractor shall not be in default because of any failure to perform this
contract under its terms if the failure arises from causes beyond the control and without the fault or negligence of the Contractor.
Examples of these causes are (1) acts of God or of the public enemy, (2) acts of the Government in either its sovereign or
contractual capacity, (3) fires, (4) floods, (5) epidemics, (6) quarantine restrictions, (7) strikes, (8) freight embargoes, and (9)
unusually severe weather. In each instance, the failure to perform must be beyond the control and without the fault or negligence
of the Contractor. "Default" includes failure to make progress in the work so as to endanger performance.

  (b) If the failure to perform is caused by the failure of a subcontractor at any tier to perform or make progress, and if the cause of
the failure was beyond the control of both the Contractor and subcontractor, and without the fault or negligence of either, the
Contractor shall not be deemed to be in default, unless--

   (1) The subcontracted supplies or services were obtainable from other sources;

   (2) The Contracting Officer ordered the Contractor in writing to purchase these supplies or services from the other source; and

   (3) The Contractor failed to comply reasonably with this order.

  (c) Upon request of the Contractor, the Contracting Officer shall ascertain the facts and extent of the failure. If the Contracting
Officer determines that any failure to perform results from one or more of the causes above, the delivery schedule shall be revised,
subject to the rights of the Government under the termination clause of this contract.


                                                                                                                  I-25
     HSFECD-09-R-0006                                 Section I


I.17 52.250-5 SAFETY ACT-EQUITABLE ADJUSTMENT (NOV 2007)

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

  "Act of terrorism" means any act determined to have met the following requirements or such other requirements as defined and
specified by the Secretary of Homeland Security:

   (1) Is unlawful.

   (2) Causes harm, including financial harm, to a person, property, or entity, in the United States, or in the case of a domestic
United States air carrier or a United States-flag vessel (or a vessel based principally in the United States on which United States
income tax is paid and whose insurance coverage is subject to regulation in the United States), in or outside the United States.

   (3) Uses or attempts to use instrumentalities, weapons or other methods designed or intended to cause mass destruction, injury
or other loss to citizens or institutions of the United States.

  "Qualified Anti-Terrorism Technology (QATT)" means any technology designed, developed, modified, procured, or sold for the
purpose of preventing, detecting, identifying, or deterring acts of terrorism or limiting the harm such acts might otherwise cause,
for which a SAFETY Act designation has been issued. For purposes of defining a QATT, technology means any product,
equipment, service (including support services), device, or technology (including information technology) or any combination of
the foregoing. Design services, consulting services, engineering services, software development services, software integration
services, threat assessments, vulnerability studies, and other analyses relevant to homeland security may be deemed a technology.

  "SAFETY Act certification" means a determination by Department of Homeland Security (DHS) pursuant to 6 U.S.C. 442, as
further delineated in 6 CFR 25.9, that a QATT for which a SAFETY Act designation has been issued is an approved product for
homeland security, i.e., it will perform as intended, conforms to the seller's specifications, and is safe for use as intended. "Block
certification" refers to a technology class that DHS has determined to be an approved class of approved products for homeland
security.

  "SAFETY Act designation" means a determination by DHS pursuant to 6 U.S.C. 443, as further delineated in 6 CFR 25.4, that a
particular Anti-Terrorism Technology constitutes a QATT under the SAFETY Act. "Block designation" refers to a technology
class that DHS has determined to be a QATT.

  (b) Prices for the items covered by the pre-qualification designation notice, block designation, or block certification in the
contract were established presuming DHS will issue a SAFETY Act designation (or SAFETY Act certification) for those items.

  (c) In order to qualify for an equitable adjustment in accordance with paragraph (d) of this clause the Contractor shall in good
faith pursue obtaining--

   (1) SAFETY Act designation (or SAFETY Act certification); and

   (2) The amount of insurance DHS requires for issuing any SAFETY Act designation (or SAFETY Act certification).

   (d)(1) If DHS denies the Contractor's SAFETY Act designation (or certification) application, the Contractor may submit a
request for an equitable adjustment within 30 days of DHS's notification of denial.

   (2) The Contracting Officer shall either--

     (i) Make an equitable adjustment to the contract price based on evidence of the resulting increase or decrease in the
Contractor's costs and/or an equitable adjustment to other terms and conditions based on lack of SAFETY Act designation (or
certification); or


                                                                                                                  I-26
     HSFECD-09-R-0006                                Section I
    (ii) At the sole option of the Government, terminate this contract for the convenience of the Government in place of an
equitable adjustment.

  (3) A failure of the parties to agree on the equitable adjustment will be considered to be a dispute in accordance with the
"Disputes" clause of this contract.

   (4) Unless first terminated, the Contractor shall continue contract performance during establishment of any equitable
adjustment.



I.18 52.252-2 CLAUSES INCORPORATED BY REFERENCE (FEB 1998)

  This contract incorporates one or more clauses by reference, with the same force and effect as if they were given in full text.
Upon request, the Contracting Officer will make their full text available. Also, the full text of a clause may be accessed
electronically at this/these address(es):

 http://acquisition.gov/far/index.html




I.19 HSAR 3052.204-70 SECURITY REQUIREMENTS FOR UNCLASSIFIED INFORMATION
      TECHNOLOGY RESOURCES (JUN 2006)

  (a) The Contractor shall be responsible for Information Technology (IT) security for all systems connected to a DHS network or
operated by the Contractor for DHS, regardless of location. This clause applies to all or any part of the contract that includes
information technology resources or services for which the Contractor must have physical or electronic access to sensitive
information contained in DHS unclassified systems that directly support the agency's mission.

  (b) The Contractor shall provide, implement, and maintain an IT Security Plan. This plan shall describe the processes and
procedures that will be followed to ensure appropriate security of IT resources that are developed, processed, or used under this
contract.

   (1) Within 30 days after contract award, the contractor shall submit for approval its IT Security Plan, which shall be consistent
with and further detail the approach contained in the offeror's proposal. The plan, as approved by the Contracting Officer, shall be
incorporated into the contract as a compliance document.

   (2) The Contractor's IT Security Plan shall comply with Federal laws that include, but are not limited to, the Computer Security
Act of 1987 (40 U.S.C. 1441 et seq.); the Government Information Security Reform Act of 2000; and the Federal Information
Security Management Act of 2002; and with Federal policies and procedures that include, but are not limited to, OMB Circular A-
130.

    (3) The security plan shall specifically include instructions regarding handling and protecting sensitive information at the
Contractor's site (including any information stored, processed, or transmitted using the Contractor's computer systems), and the
secure management, operation, maintenance, programming, and system administration of computer systems, networks, and
telecommunications systems.

 (c) Examples of tasks that require security provisions include--

   (1) Acquisition, transmission or analysis of data owned by DHS with significant replacement cost should the contractor's copy
be corrupted; and


                                                                                                                I-27
     HSFECD-09-R-0006                             Section I
   (2) Access to DHS networks or computers at a level beyond that granted the general public (e.g., such as bypassing a firewall).

  (d) At the expiration of the contract, the contractor shall return all sensitive DHS information and IT resources provided to the
contractor during the contract, and certify that all non-public DHS information has been purged from any contractor-owned
system. Components shall conduct reviews to ensure that the security requirements in the contract are implemented and enforced.

  (e) Within 6 months after contract award, the contractor shall submit written proof of IT Security accreditation to DHS for
approval by the DHS Contracting Officer. Accreditation will proceed according to the criteria of the DHS Sensitive System Policy
Publication, 4300A (Version 2.1, July 26, 2004) or any replacement publication, which the Contracting Officer will provide upon
request. This accreditation will include a final security plan, risk assessment, security test and evaluation, and disaster recovery
plan/continuity of operations plan. This accreditation, when accepted by the Contracting Officer, shall be incorporated into the
contract as a compliance document. The contractor shall comply with the approved accreditation documentation.


I.20 HSAR 3052.204-71 CONTRACTOR EMPLOYEE ACCESS (JUN 2006) ALTERNATE I (JUN 2006)

  (a) "Sensitive Information," as used in this Chapter, means any information, the loss, misuse, disclosure, or unauthorized access
to or modification of which could adversely affect the national or homeland security interest, or the conduct of Federal programs,
or the privacy to which individuals are entitled under section 552a of title 5, United States Code (the Privacy Act), but which has
not been specifically authorized under criteria established by an Executive Order or an Act of Congress to be kept secret in the
interest of national defense, homeland security or foreign policy. This definition includes the following categories of information:

   (1) Protected Critical Infrastructure Information (PCII) as set out in the Critical Infrastructure Information Act of 2002 (Title II,
Subtitle B, of the Homeland Security Act, Pub. L. 107-296, 196 Stat. 2135), as amended, the implementing regulations thereto
(Title 6, Code of Federal Regulations, part 29) as amended, the applicable PCII Procedures Manual, as amended, and any
supplementary guidance officially communicated by an authorized official of the Department of Homeland Security (including the
PCII Program Manager or his/her designee);

   (2) Sensitive Security Information (SSI), as defined in Title 49, Code of Federal Regulations, part 1520, as amended, "Policies
and Procedures of Safeguarding and Control of SSI," as amended, and any supplementary guidance officially communicated by an
authorized official of the Department of Homeland Security (including the Assistant Secretary for the Transportation Security
Administration or his/her designee);

   (3) Information designated as "For Official Use Only," which is unclassified information of a sensitive nature and the
unauthorized disclosure of which could adversely impact a person's privacy or welfare, the conduct of Federal programs, or other
programs or operations essential to the national or homeland security interest; and

   (4) Any information that is designated "sensitive" or subject to other controls, safeguards or protections in accordance with
subsequently adopted homeland security information handling procedures.

  (b) "Information Technology Resources" include, but are not limited to, computer equipment, networking equipment,
telecommunications equipment, cabling, network drives, computer drives, network software, computer software, software
programs, intranet sites, and internet sites.

  (c) Contractor employees working on this contract must complete such forms as may be necessary for security or other reasons,
including the conduct of background investigations to determine suitability. Completed forms shall be submitted as directed by the
Contracting Officer. Upon the Contracting Officer's request, the Contractor's employees shall be fingerprinted, or subject to other
investigations as required. All contractor employees requiring recurring access to Government facilities or access to sensitive
information or IT resources are required to have a favorably adjudicated background investigation prior to commencing work on
this contract unless this requirement is waived under Departmental procedures.

  (d) The Contracting Officer may require the contractor to prohibit individuals from working on the contract if the government
deems their initial or continued employment contrary to the public interest for any reason, including, but not limited to,
carelessness, insubordination, incompetence, or security concerns.

                                                                                                                  I-28
     HSFECD-09-R-0006                                 Section I

  (e) Work under this contract may involve access to sensitive information. Therefore, the Contractor shall not disclose, orally or
in writing, any sensitive information to any person unless authorized in writing by the Contracting Officer. For those contractor
employees authorized access to sensitive information, the contractor shall ensure that these persons receive training concerning the
protection and disclosure of sensitive information both during and after contract performance.

  (f) The Contractor shall include the substance of this clause in all subcontracts at any tier where the subcontractor may have
access to Government facilities, sensitive information, or resources.

 (g) Before receiving access to IT resources under this contract the individual must receive a security briefing, which the
Contracting Officer's Technical Representative (COTR) will arrange, and complete any nondisclosure agreement furnished by
DHS.

  (h) The contractor shall have access only to those areas of DHS information technology resources explicitly stated in this
contract or approved by the COTR in writing as necessary for performance of the work under this contract. Any attempts by
contractor personnel to gain access to any information technology resources not expressly authorized by the statement of work,
other terms and conditions in this contract, or as approved in writing by the COTR, is strictly prohibited. In the event of violation
of this provision, DHS will take appropriate actions with regard to the contract and the individual(s) involved.

  (i) Contractor access to DHS networks from a remote location is a temporary privilege for mutual convenience while the
contractor performs business for the DHS Component. It is not a right, a guarantee of access, a condition of the contract, or
Government Furnished Equipment (GFE).

  (j) Contractor access will be terminated for unauthorized use. The contractor agrees to hold and save DHS harmless from any
unauthorized use and agrees not to request additional time or money under the contract for any delays resulting from unauthorized
use or access.

  (k) Non-U.S. citizens shall not be authorized to access or assist in the development, operation, management or maintenance of
Department IT systems under the contract, unless a waiver has been granted by the Head of the Component or designee, with the
concurrence of both the Department's Chief Security Officer (CSO) and the Chief Information Officer (CIO) or their designees.
Within DHS Headquarters, the waiver may be granted only with the approval of both the CSO and the CIO or their designees. In
order for a waiver to be granted:

   (1) The individual must be a legal permanent resident of the U.S. or a citizen of Ireland, Israel, the Republic of the Philippines,
or any nation on the Allied Nations List maintained by the Department of State;

   (2) There must be a compelling reason for using this individual as opposed to a U.S. citizen; and

   (3) The waiver must be in the best interest of the Government.

  (l) Contractors shall identify in their proposals the names and citizenship of all non-U.S. citizens proposed to work under the
contract. Any additions or deletions of non-U.S. citizens after contract award shall also be reported to the contracting officer.


I.21 HSAR 3052.209-70 PROHIBITION ON CONTRACTS WITH CORPORATE EXPATRIATES (JUN 2006)

 (a) Prohibitions.

   Section 835 of the Homeland Security Act, 6 U.S.C. 395, prohibits the Department of Homeland Security from entering into
any contract with a foreign incorporated entity which is treated as an inverted domestic corporation as defined in this clause, or
with any subsidiary of such an entity. The Secretary shall waive the prohibition with respect to any specific contract if the
Secretary determines that the waiver is required in the interest of national security.

 (b) Definitions. As used in this clause:

                                                                                                                 I-29
     HSFECD-09-R-0006                                  Section I

   Expanded Affiliated Group means an affiliated group as defined in section 1504(a) of the Internal Revenue Code of 1986
(without regard to section 1504(b) of such Code), except that section 1504 of such Code shall be applied by substituting 'more
than 50 percent' for 'at least 80 percent' each place it appears.

   Foreign Incorporated Entity means any entity which is, or but for subsection (b) of section 835 of the Homeland Security Act,
6 U.S.C. 395, would be, treated as a foreign corporation for purposes of the Internal Revenue Code of 1986.

   Inverted Domestic Corporation. A foreign incorporated entity shall be treated as an inverted domestic corporation if, pursuant
to a plan (or a series of related transactions)--

  (1) The entity completes the direct or indirect acquisition of substantially all of the properties held directly or indirectly by a
domestic corporation or substantially all of the properties constituting a trade or business of a domestic partnership;

   (2) After the acquisition at least 80 percent of the stock (by vote or value) of the entity is held--

     (i) In the case of an acquisition with respect to a domestic corporation, by former shareholders of the domestic corporation by
reason of holding stock in the domestic corporation; or

     (ii) In the case of an acquisition with respect to a domestic partnership, by former partners of the domestic partnership by
reason of holding a capital or profits interest in the domestic partnership; and

   (3) The expanded affiliated group which after the acquisition includes the entity does not have substantial business activities in
the foreign country in which or under the law of which the entity is created or organized when compared to the total business
activities of such expanded affiliated group.

     Person, domestic, and foreign have the meanings given such terms by paragraphs (1), (4), and (5) of section 7701(a) of the
Internal Revenue Code of 1986, respectively.

  (c) Special rules. The following definitions and special rules shall apply when determining whether a foreign incorporated entity
should be treated as an inverted domestic corporation.

   (1) Certain stock disregarded. For the purpose of treating a foreign incorporated entity as an inverted domestic corporation
these shall not be taken into account in determining ownership:

     (i) stock held by members of the expanded affiliated group which includes the foreign incorporated entity; or

   (ii) Stock of such entity which is sold in a public offering related to an acquisition described in section 835(b)(1) of the
Homeland Security Act, 6 U.S.C. 395(b)(1).

   (2) Plan deemed in certain cases. If a foreign incorporated entity acquires directly or indirectly substantially all of the
properties of a domestic corporation or partnership during the 4- year period beginning on the date which is 2 years before the
ownership requirements of subsection (b)(2) are met, such actions shall be treated as pursuant to a plan.

   (3) Certain transfers disregarded. The transfer of properties or liabilities (including by contribution or distribution) shall be
disregarded if such transfers are part of a plan a principal purpose of which is to avoid the purposes of this section.

  (d) Special rule for related partnerships. For purposes of applying section 835(b) of the Homeland Security Act, 6 U.S.C. 395(b)
to the acquisition of a domestic partnership, except as provided in regulations, all domestic partnerships which are under common
control (within the meaning of section 482 of the Internal Revenue Code of 1986) shall be treated as a partnership.

 (e) Treatment of Certain Rights.



                                                                                                                   I-30
      HSFECD-09-R-0006                                   Section I
    (1) Certain rights shall be treated as stocks to the extent necessary to reflect the present value of all equitable interests incident
to the transaction, as follows: (i) Warrants; (ii) Options; (iii) Contracts to acquire stock; (iv) Convertible debt instruments; (v)
Others similar interests.

    (2) Rights labeled as stocks shall not be treated as stocks whenever it is deemed appropriate to do so to reflect the present value
of the transaction or to disregard transactions whose recognition would defeat the purpose of section 835.

  (f) Disclosure. The offeror under this solicitation represents that [Check one]:

 []it is not a foreign incorporated entity that should be treated as an inverted domestic corporation pursuant to the criteria of
(HSAR) 48 CFR 3009.104-70 through 3009.104-73; []it is a foreign incorporated entity that should be treated as an inverted
domestic corporation pursuant to the criteria of (HSAR) 48 CFR 3009.104-70 through 3009.104-73, but it has submitted a request
for waiver pursuant to 3009.104-74, which has not been denied; or []it is a foreign incorporated entity that should be treated as an
inverted domestic corporation pursuant to the criteria of (HSAR) 48 CFR 3009.104-70 through 3009.104-73, but it plans to submit
a request for waiver pursuant to 3009.104-74.

  (g) A copy of the approved waiver, if a waiver has already been granted, or the waiver request, if a waiver has been applied for,
shall be attached to the bid or proposal.


I.22 HSAR 3052.215-70 KEY PERSONNEL OR FACILITIES (DEC 2003)

  (a) The personnel or facilities specified below are considered essential to the work being performed under this contract and may,
with the consent of the contracting parties, be changed from time to time during the course of the contract by adding or deleting
personnel or facilities, as appropriate.

  (b) Before removing or replacing any of the specified individuals or facilities, the Contractor shall notify the Contracting
Officer, in writing, before the change becomes effective. The Contractor shall submit sufficient information to support the
proposed action and to enable the Contracting Officer to evaluate the potential impact of the change on this contract. The
Contractor shall not remove or replace personnel or facilities until the Contracting Officer approves the change.


    Key Personnel under this Contract:

    To be proposed by offeror.


I.23 HSAR 3052.242-72 CONTRACTING OFFICER'S TECHNICAL REPRESENTATIVE (DEC 2003)

  (a) The Contracting Officer may designate Government personnel to act as the Contracting Officer's Technical Representative
(COTR) to perform functions under the contract such as review or inspection and acceptance of supplies, services, including
construction, and other functions of a technical nature. The Contracting Officer will provide a written notice of such designation to
the Contractor within five working days after contract award or for construction, not less than five working days prior to giving
the contractor the notice to proceed. The designation letter will set forth the authorities and limitations of the COTR under the
contract.

  (b) The Contracting Officer cannot authorize the COTR or any other representative to sign documents, such as contracts,
contract modifications, etc., that require the signature of the Contracting Officer.




                                                                                                                     I-31
     HSFECD-09-R-0006               Section J

PART III - LIST OF DOCUMENTS, EXHIBITS AND OTHER ATTACHMENTS

SECTION J - LIST OF ATTACHMENTS



Attach. Title                                   Date       # of
No                                                           Pages

1          Performance Work Statement           12/1/08       45
2          Quality Assurance Surveillance
           Plan (QASP)                          11/20/08      12
3          D.O.L. Service Contract Act
           Wage Determination #2005-2001 Rev 5 06/12/08       15
4          Statement of Equivalent Rates        11/17/08       1
           for Federal Hires
5          CDP Work Attire/Dress Code           02/07/08       2
6          CDP Workplace Safety and Health
           Policy                              10/19/08       3
7          CDP Accident/Incident Reporting
           Procedure                            02/12/08      11
8          CERP Guidebook                       04/23/07      37
9          Schedule of Deliverables             11/17/08       3
10         EOP/COOP Plan                        11/17/08      45
11         COBRATF Emergency Response Plan      04/23/08      18
12         Government Vehicle List             11/20/08        1
13         Government Furnished Equipment       11/17/08     105
14         Government Furnished Equipment
            - Regional Training Sites           11/17/08      15
15         Government Facilities Layout         11/17/08       8
16         CDP Vehicle Management Procedures    10/01/07      20
17         Risk Analysis Plan                   06/01/08      37
18         CDP Training, Audit and
           Evaluation Standards Guide           12/20/04      66
19         Instructor Quality Assurance
           Program                              08/01/06      11
20         Resident Training Course
           Deliveries Data                      11/13/08       1
21         Standards Document                   01/01/07      60
22         Regional Training List               11/17/08       1
23         Mentor Program                       11/17/08       1
24         Non-Resident Training Course
           Deliveries Data                      11/13/08       1
25         CDP Heat & Cold Stress Plan          06/01/08      28
26         Fire Prevention Plan                 06/22/08      18
27         Past Performance Questionnaire       11/17/08       4




                                                                     J-1
     HSFECD-09-R-0006                                        Section K

PART IV - REPRESENTATIONS AND INSTRUCTIONS

SECTION K - REPRESENTATIONS, CERTIFICATIONS AND OTHER STATEMENTS OF OFFERORS


K.1 52.204-8 ANNUAL REPRESENTATIONS AND CERTIFICATIONS (JAN 2006)

 (a)(1) The North American Industry Classification System (NAICS) code for this acquisition is 611430.

   (2) The small business size standard is $31.5 million.

    (3) The small business size standard for a concern which submits an offer in its own name, other than on a construction or
service contract, but which proposes to furnish a product which it did not itself manufacture, is 500 employees.

 (b)(1) If the clause at 52.204-7, Central Contractor Registration, is included in this solicitation, paragraph (c) of this provision
applies.

  (2) If the clause at 52.204-7 is not included in this solicitation, and the offeror is currently registered in CCR, and has completed
the ORCA electronically, the offeror may choose to use paragraph (c) of this provision instead of completing the corresponding
individual representations and certifications in the solicitation. The offeror shall indicate which option applies by checking one of
the following boxes:

      [ ] (i) Paragraph (c) applies.
      [ ] (ii) Paragraph (c) does not apply and the offeror has completed the individual representations and certifications in the
solicitation.

 (c) The offeror has completed the annual representations and certifications electronically via the Online Representations and
Certifications Application (ORCA) website at http://orca.bpn.gov. After reviewing the ORCA database information, the offeror
verifies by submission of the offer that the representations and certifications currently posted electronically have been entered or
updated within the last 12 months, are current, accurate, complete, and applicable to this solicitation (including the business size
standard applicable to the NAICS code referenced for this solicitation), as of the date of this offer and are incorporated in this
offer by reference (see FAR 4.1201); except for the changes identified below [offeror to insert changes, identifying change by
clause number, title, date]. These amended representation(s) and/or certification(s) are also incorporated in this offer and are
current, accurate, and complete as of the date of this offer.

------------------------------------------------------------------------
 FAR Clause #              Title                 Date           Change
------------------------------------------------------------------------
 ------                    ----------            ------         ------
------------------------------------------------------------------------

   Any changes provided by the offeror are applicable to this solicitation only, and do not result in an update to the
representations and certifications posted on ORCA.




K.2 52.230-1 COST ACCOUNTING STANDARDS NOTICES AND CERTIFICATION (JUNE 2000)


 NOTE:

   This notice does not apply to small businesses or foreign governments.
                                                                                                                    K-1
     HSFECD-09-R-0006                                 Section K

   This notice is in three parts, identified by Roman numerals I through III.

  If the offeror is an educational institution, Part II does not apply unless the contemplated contract will be subject to full or
modified CAS coverage pursuant to 48 CFR 9903.201-2(c)(5) or 9903.201-2(c)(6), respectively.

  Offerors shall examine each part and provide the requested information in order to determine Cost Accounting Standards
(CAS) requirements applicable to any resultant contract.

I. DISCLOSURE STATEMENT-COST ACCOUNTING PRACTICES AND CERTIFICATION

  (a) Any contract in excess of $500,000 resulting from this solicitation will be subject to the requirements of the Cost Accounting
Standards Board (48 CFR Chapter 99), except for those contracts which are exempt as specified in 48 CFR 9903.201-1.

  (b) Any offeror submitting a proposal which, if accepted, will result in a contract subject to the requirements of 48 CFR,
Chapter 99 must, as a condition of contracting, submit a Disclosure Statement as required by 48 CFR 9903.202. When required,
the Disclosure Statement must be submitted as a part of the offeror's proposal under this solicitation unless the offeror has already
submitted a Disclosure Statement disclosing the practices used in connection with the pricing of this proposal. If an applicable
Disclosure Statement has already been submitted, the offeror may satisfy the requirement for submission by providing the
information requested in paragraph (c) of Part I of this provision.

  CAUTION: In the absence of specific regulations or agreement, a practice disclosed in a Disclosure Statement shall not, by
virtue of such disclosure, be deemed to be a proper, approved, or agreed-to practice for pricing proposals or accumulating and
reporting contract performance cost data.

 (c) Check the appropriate box below:

  [ ](1) Certificate of Concurrent Submission of Disclosure Statement. The offeror hereby certifies that, as a part of the offer,
copies of the Disclosure Statement have been submitted as follows: (i) original and one copy to the cognizant Administrative
Contracting Officer (ACO) or cognizant Federal agency official authorized to act in that capacity (Federal official), as applicable,
and (ii) one copy to the cognizant Federal auditor.

   (Disclosure must be on Form No. CASB DS-1 or CASB DS-2, as applicable. Forms may be obtained from the cognizant ACO
or Federal official and/or from the loose-leaf version of the Federal Acquisition Regulation.)



Date of Disclosure Statement:

Name and Address of Cognizant ACO or
Federal Official Where Filed:

________________________________________

________________________________________

________________________________________

________________________________________


  The offeror further certifies that the practices used in estimating costs in pricing this proposal are consistent with the cost
accounting practices disclosed in the Disclosure Statement.


                                                                                                                   K-2
     HSFECD-09-R-0006                                 Section K

  [ ](2) Certificate of Previously Submitted Disclosure Statement. The offeror hereby certifies that the required Disclosure
Statement was filed as follows:

Date of Disclosure Statement:

Name and Address of Cognizant ACO or Federal Official Where Filed:

  The offeror further certifies that the practices used in estimating costs in pricing this proposal are consistent with the cost
accounting practices disclosed in the applicable Disclosure Statement.

   [ ](3) Certificate of Monetary Exemption. The offeror hereby certifies that the offeror, together with all divisions, subsidiaries,
and affiliates under common control, did not receive net awards of negotiated prime contracts and subcontracts subject to CAS
totaling $50 million or more in the cost accounting period immediately preceding the period in which this proposal was submitted.
The offeror further certifies that if such status changes before an award resulting from this proposal, the offeror will advise the
Contracting Officer immediately.

  [ ](4) Certificate of Interim Exemption. The offeror hereby certifies that (i) the offeror first exceeded the monetary exemption
for disclosure, as defined in (3) of this subsection, in the cost accounting period immediately preceding the period in which this
offer was submitted and (ii) in accordance with 48 CFR 9903.202-1, the offeror is not yet required to submit a Disclosure
Statement. The offeror further certifies that if an award resulting from this proposal has not been made within 90 days after the
end of that period, the offeror will immediately submit a revised certificate to the Contracting Officer, in the form specified under
subparagraphs (c)(1) or (c)(2) of Part I of this provision, as appropriate, to verify submission of a completed Disclosure Statement.

 CAUTION: Offerors currently required to disclose because they were awarded a CAS-covered prime contract or subcontract of
$50 million or more in the current cost accounting period may not claim this exemption (4). Further, the exemption applies only
in connection with proposals submitted before expiration of the 90 day period following the cost accounting period in which the
monetary exemption was exceeded.

II. COST ACCOUNTING STANDARDS--ELIGIBILITY FOR MODIFIED CONTRACT COVERAGE

  If the offeror is eligible to use the modified provisions of 48 CFR subpart 9903.201-2(b) and elects to do so, the offeror shall
indicate by checking the box below. Checking the box below shall mean that the resultant contract is subject to the Disclosure and
Consistency of Cost Accounting Practices clause in lieu of the Cost Accounting Standards clause.

   [ ] The offeror hereby claims an exemption from the Cost Accounting Standards clause under the provisions of 48 CFR
9903.201- 2(b) and certifies that the offeror is eligible for use of the Disclosure and Consistency of Cost Accounting Practices
clause because during the cost accounting period immediately preceding the period in which this proposal was submitted, the
offeror received less than $50 million in awards of CAS-covered prime contracts and subcontracts. The offeror further certifies
that if such status changes before an award resulting from this proposal, the offeror will advise the Contracting Officer
immediately.

 CAUTION: An offeror may not claim the above eligibility for modified contract coverage if this proposal is expected to result in
the award of a CAS-covered contract of $50 million or more or if, during its current cost accounting period, the offeror has been
awarded a single CAS-covered prime contract or subcontract of $50 million or more.

III. ADDITIONAL COST ACCOUNTING STANDARDS APPLICABLE TO EXISTING CONTRACTS

  The offeror shall indicate below whether award of the contemplated contract would, in accordance with subparagraph (a)(3) of
the Cost Accounting Standards clause, require a change in established cost accounting practices affecting existing contracts and
subcontracts.

         [ ] YES              [ ] NO


                                                                                                                   K-3
     HSFECD-09-R-0006                                Section K

K.3 52.230-7 PROPOSAL DISCLOSURE--COST ACCOUNTING PRACTICE CHANGES (APR 2005)

   The offeror shall check "yes" below if the contract award will result in a required or unilateral change in cost accounting
practice, including unilateral changes requested to be desirable changes.

  [] Yes [] No

   If the offeror checked "Yes" above, the offeror shall-- (1) Prepare the price proposal in response to the solicitation using the
changed practice for the period of performance for which the practice will be used; and (2) Submit a description of the changed
cost accounting practice to the Contracting Officer and the Cognizant Federal Agency Official as pricing support for the proposal.




                                                                                                                K-4
     HSFECD-09-R-0006                                Section L


SECTION L - INSTRUCTIONS, CONDITIONS, AND NOTICES TO OFFERORS




L.1 NOTICE LISTING SOLICITATION PROVISIONS INCORPORATED BY REFERENCE

     The following solicitation provisions pertinent to this section are hereby incorporated by reference (by Citation Number, Title,
and Date) in accordance with the FAR provision at FAR "52.252-1 SOLICITATION PROVISIONS INCORPORATED BY
REFERENCE" in Section L of this solicitation. See FAR 52.252-1 for an internet address (if specified) for electronic access to the
full text of a provision.


      NUMBER                   TITLE                                                             DATE

      52.215-1                 INSTRUCTIONS TO OFFERORS--COMPETITIVE                           JAN 2004
                               ACQUISITION
      52.219-24                SMALL DISADVANTAGED BUSINESS                                    OCT 2000
                               PARTICIPATION PROGRAM--TARGETS
      52.222-24                PREAWARD ON-SITE EQUAL OPPORTUNITY                              FEB 1999
                               COMPLIANCE EVALUATION
      52.237-1                 SITE VISIT                                                      APR 1984
      52.237-10                IDENTIFICATION OF UNCOMPENSATED                                 OCT 1997
                               OVERTIME
      3052.247-72              F.O.B. DESTINATION ONLY                                         DEC 2003


L.2 52.215-16 FACILITIES CAPITAL COST OF MONEY (JUN 2003)

 (a) Facilities capital cost of money will be an allowable cost under the contemplated contract, if the criteria for allowability in
FAR 31.205-10(b) are met. One of the allowability criteria requires the prospective Contractor to propose facilities capital cost of
money in its offer.

 (b) If the prospective Contractor does not propose this cost, the resulting contract will include the clause Waiver of Facilities
Capital Cost of Money.



L.3 52.216-1 TYPE OF CONTRACT (APR 1984)

 The Government contemplates award of a (Cost Plus Fixed Fee) contract resulting from this solicitation.



L.4 52.233-2 SERVICE OF PROTEST (SEP 2006)

  (a) Protests, as defined in section 33.101 of the Federal Acquisition Regulation, that are filed directly with an agency, and copies
of any protests that are filed with the Government Accountability Office (GAO), shall be served on the Contracting Officer
(addressed as follows) by obtaining written and dated acknowledgment of receipt from: David Bunt
       Contracting Officer

   Hand-Carried Address:
                                                                                                                 L-1
     HSFECD-09-R-0006                                 Section L

   Center for Domestic Preparedness
   61 Responder Drive
   Ft. McClellan

   Anniston AL 36205


   Mailing Address:

   Center for Domestic Preparedness
   P.O. Box 5100


   Anniston Al 36205

 (b) The copy of any protest shall be received in the office designated above within one day of filing a protest with the GAO.



L.5 52.252-1 SOLICITATION PROVISIONS INCORPORATED BY REFERENCE (FEB 1998)

  This solicitation incorporates one or more solicitation provisions by reference, with the same force and effect as if they were
given in full text. Upon request, the Contracting Officer will make their full text available. The offeror is cautioned that the listed
provisions may include blocks that must be completed by the offeror and submitted with its quotation or offer. In lieu of
submitting the full text of those provisions, the offeror may identify the provision by paragraph identifier and provide the
appropriate information with its quotation or offer. Also, the full text of a solicitation provision may be accessed electronically at
this/these address(es):

 http://acquisition.gov/far/index.html




L.6 PROPOSAL PREPARATION INSTRUCTIONS


 A. GENERAL INSTRUCTIONS

   1. Any resultant contract shall include the general provisions applicable to the selected offeror's organization and type of
contract awarded. Any additional clauses required by public law, executive order, or acquisition regulations, in effect at the time
of execution of the proposed contract, shall be included.

   2. The proposal must be prepared in two parts: a "Technical Proposal" and a Business Proposal." Each of the parts shall be
separate and complete in itself so that evaluation of one may be accomplished independently from evaluation of the other. The
technical proposal must not contain reference to cost; however, resource information (such as data concerning labor hours and
categories, materials, subcontracts, etc.) must be contained in the technical proposal so that the contractor's understanding of the
performance work statement may be evaluated.


 The two parts shall be organized as follows:


                                                                                                                   L-2
   HSFECD-09-R-0006                                  Section L
 Volume 1: Technical Proposal

 Section     1.    Work Plan
 Section     2.    Management Plan
 Section     3.    Staffing Plan & Key Personnel
 Section     4.    Quality Control
 Section     5.    Small Business Participation with Subcontracting Plan
 Section     6.    Experience
 Section     7.    Past Performance


 Volume 1, Sections 1 through 5, is limited to 100 single sided total pages. Double sided pages will count against the 100 page
limit as two pages for each double sided page.

 Resumes of proposed key personnel under section 3, the subcontrating plan under section 5, and the experience and past
performance information required under sections 6 and 7 will not be counted towards the 100 page limitation. Pages submitted in
excess of the limitations specified above will not be evaluated by the Government.

 Volume 2, Business Proposal, shall include: 1) estimated costs and fixed fee for each performance period as set forth in the CLIN
structure under Section B.1, Estimated Cost and Fixed Fee, 2) the cost breakdown identified below, 3) completed B.2, Negotiated
Indirect Rates, 4) a copy of the offeror’s Representations, Certifications, and Other Statements of Offerors (Section K of the
solicitation), and 5) DCAA’s or other federal audit agency’s verification that the offeror’s accounting system has been audited and
determined to be adequate for determining costs applicable to a cost type contract in accordance with FAR 16.301.3(a)(1). This
must be provided to be considered for contract award. Any offeror that does not have audit verification but is certain that its
accounting system was determined to be adequate may provide contact information from its cognizant federal audit office.
Proposals will be rejected if the offeror does not provide evidence of an adequate accounting system or if FEMA is not able to
obtain audit verification. All other cost/price information described herein must also be provided and be complete to be
considered for contract award. Volume 2 has no page limit.

 Each volume shall be marked with proposal number, title and Offeror's name. Pages shall be numbered. Bookmarks are
encouraged. Front matter (title pages, tables of contents, cross-reference matrices, acronym lists, and glossaries) may be provided
solely for the purpose of easing evaluation. The typewritten or printed letters shall be no smaller than Courier 12 point or
equivalent as the minimum size standard, with no reduction permitted except organization charts or other graphic illustrations; in
those instances where reduction is allowable (no smaller than 10 point recommended). Offerors shall ensure that the print is easily
readable. Each page shall have not less than one-inch margins on each side of the page. Header/footer information (which does not
include any information to be evaluated) may be included in the 1’ margin space. Each 8 and 1/2 by 11 inch “sheet” shall count as
one page. Foldouts for complete spreadsheets and/or organization charts are permissible up to 11" by 17" and shall count as two
pages.

   3. Amendments to Proposal - Any changes to a proposal made by the offeror after its initial submittal (i.e., in the final revised
proposal) shall be accomplished by replacement pages. Changes from the original page shall be indicated on the outside margin
by vertical lines adjacent to the change. The offeror shall include the date of the amendment on the lower right corner of the
changed pages.

    4. The Government will evaluate proposals in accordance with the evaluation criteria set forth in Section M of the RFP. Failure
to respond or follow the instructions regarding the organization and content of the Technical and the Business Proposals may
result in the Offeror's proposal being removed from further consideration.

B. TECHNICAL PROPOSAL INSTRUCTIONS/CONTENT

The following content is required:

Section 1 – Work Plan


                                                                                                                L-3
     HSFECD-09-R-0006                                Section L
 The work plan shall fully describe the offeror’s proposed solution to achieve requirements of the PWS and address the offeror’s
technical approach and methodology to successfully achieve the requirements of the PWS and QASP. The technical approach
shall adequately describe how the offeror will accomplish the requirements of the PWS and QASP in a clear, concise, specific,
and convincing manner.

 The work plan shall be specific, detailed and complete enough to demonstrate the offeror has a thorough understanding of the
requirements in the PWS. At a minimum, the offeror shall address the functions and disciplines involved for each objective, skill
levels, quantity of resources and methods of operation required for contract period of performance (phase-in period, base period,
and option periods). The plan shall describe the proposed allocation of resources (i.e., distribution of staff, types of labor,
categories, subcontractors, proposed contractor owned equipment/vehicles, etc.) It shall include a complete list of vehicles and
major equipment (over $1,000) which the offeror proposes to utilize in the performance of this contract. Innovations to improve
effectiveness and efficiency are encouraged.

 The work plan shall include a phase-in plan that fully describes how the offeror will assume full performance of the contract in a
timely, efficient and cost effective manner. The phase-in plan shall include a discussion on how the offeror will assume work-in-
process, obtain all needed training, implement the work order tracking system, and assume full responsibility of all PWS
requirements by the end of the phase-in period.

Section 2 - Management Plan

 The management plan shall demonstrate the offeror’s ability to direct and control the operation of this requirement both
programmatically and on a daily basis in an efficient and cost effective manner. It shall also address how the offeror will manage
risks (including both identifying and mitigating risks).

 The management plan shall include copies of current organizational chart(s) and lines of authority and supervision pursuant to
management of this effort. Corporate management systems shall be described, indicating how this contract will fit into the
organization's overall business plan and the extent of corporate support, involvement and oversight.

 The management plan shall address schedule controls, project cost accounting and tracking, and management of multiple work
order assignments. The plan shall describe how the work orders will be managed to ensure they are efficiently processed in a
timely manner. The plan shall include a detailed discussion on how any subcontracted work will be managed and integrated to
ensure efficient and effective services are provided.

Section 3 – Staffing Plan and Key Personnel

 The staffing plan shall include a detailed description on how the offeror will staff the contract in order to successfully meet all
requirements of the PWS. The description shall address both “key personnel” and other than key personnel.

 The staffing plan shall include a description on how the offeror will recruit, retain, train, supervise, and coordinate its staff. The
plan shall describe the proposed labor mix and demonstrate that the proposed staff will have the necessary skills and expertise
necessary for successful contract performance. The staffing plan shall indicate the percentage of employees from the incumbent
contractor(s) whom the offeror expects to retain as well as policies and procedures for establishing salaries or wages for any
retained incumbent contractor employees and any eligibility and vesting requirements relative to fringe benefits (e.g., vacation,
medical, insurance, sick leave and retirement).

 The offeror shall identify and present resumes of key personnel who will be assigned to this contract and the rationale for
positions designated as key (i.e., why the offeror determined the position(s) to be key). The offeror shall demonstrate that the
proposed key personnel have an understanding of the program scope and objectives as well as relevant experience. The offeror
shall demonstrate an understanding of the importance of assigning experienced, key personnel in the completion of the contract.
The offeror shall provided resumes for all proposed key personnel. Letters of commitment shall be provided for key personnel
that are not currently employees of the offeror or its proposed subcontractors. Resumes shall be limited to 3 pages each.

Section 4 – Quality Control Plan


                                                                                                                    L-4
     HSFECD-09-R-0006                                Section L
 The quality control plan shall demonstrate the offeror’s ability to propose and execute a quality control plan, whereby the
contractor manages and monitors the process and takes the appropriate corrective action to correct performance to meet program
objectives.

 The quality control plan shall discuss the offeror’s policies and procedures to ensure compliance with the contract requirements
and its methods of documenting and enforcing quality control procedures of both the prime contractor and subcontractors.

Section 5 - Small Busines Participation

 Small business participation will be evaluated using the following three subfactors. The proposed subcontracting plan shall be
provided as an attachment to the technical proposal. Section 5 of the proposal shall address the following subfactors which are
each of equal importance.

Subfactor 1 - Subcontracting Plan

 The proposed approach to subcontracting, including providing subcontracting opportunities for small, small disadvantaged,
women-owned, service-disabled veteran-owned, veteran-owned, and HUBZone small businesses will be evaluated, including the
degree the subcontracting approach includes meaningful goals to provide significant, and appropriate, opportunities for above
noted socio-economic categories.

Subfactor 2 – Prime Contractor Participation in the DHS Mentor-Protégé Program.

 The proposed participation in the DHS Mentor-Protégé Program will be evaluated to determine if the Offeror possesses a signed
letter of mentor-protégé agreement approval from the DHS OSDBU.

Subfactor 3 – Small Disadvantaged Business Participation Program.

The proposed SDB participation targets will be evaluated to determine the extent and enforceability of the commitment to use
SDBs.

Section 6 - Experience

 The offeror shall describe its experience on similar and/or relevant projects and endeavors. The offeror shall provide the
information listed below for prime contracts or subcontracts under which it performed work similar in nature and complexity to
the subject requirement. This information may include the experience of predecessor companies, major subcontractor, or
proposed key personnel.

          A. Contracting Agency (Company), address and phone number.

          B. Contract number and type of contract.

          C. Date of contract, period of performance, and place of performance.

          D. Address and phone number of contracting and technical officers.

          E. Size of contract (average number full time full time equivalents provided per year) and dollar value.

          F. Brief description of contract work and responsibilities.

          G. Applicabilty of subcontracting plans.

        H. Indicate comparability of each project to the immediate one. It is not sufficient to merely state that a project is
comparable in magnitude and scope. Rationale must be provided to convince the Government that a project is indeed similar.


                                                                                                               L-5
     HSFECD-09-R-0006                                 Section L
 The Government will consider the above information, as well as information obtained from any other sources, when evaluating
the offeror’s experience. The Government will not restrict its consideration to the information provided in the proposal and may
consider any other available information. In determining the rating for experience the Government will give greater consideration
to the experience which is most relevant to the solicitation. The evaluation of experience will focus on the relevance, complexity,
and scope of the noted experience. The offeror will not be evaluated either favorably or unfavorably if it lacks relevant
experience.

Section 7 - Past Performance

 The offeror shall submit at least three (each) Past Performance Questionnaires (provided under Section J) of past experience
summaries for itself and any major subcontractor(s). The submitted past performance experiences shall be of contractual work
that is similar to the requirements set forth in this solicitation. If the offeror has no relevant corporate or organizational past
performance, the offeror may substitute past performance of a predecessor company or of the offeror's proposed key personnel
who have relevant experience. Offerors shall provide a list of any contracts terminated for convenience or terminated for default
within the last three years. Also list any contracts for which the customer did not exercise an option to continue the contract
within the last three years with an explanation as to why the option was not exercised. Past experience summaries shall be for
projects completed in the last five years or currently in process, which are of similar size, scope, complexity, or, in any way, are
relevant to the effort required by this solicitation. Contracts listed may include those entered into by the Federal Government,
agencies of State and local governments, and commercial customers. Contracts with the parent or an affiliate of the offeror may
not be used.

The following information shall be provided for each referenced contract (in addition to the past performance questionnaires):

a. Administrative Data

1. Program title or product name 2. Contract number 3. Contract type

b. Relevance

1. Brief synopsis of work performed 2. Brief discussion of how the work performed is relevant to this solicitation 3. Contract
Value

c. Compliance with subcontacting plans.

d. Information on problems encountered on each contract and corrective actions taken to resolve those problems.

3. Experience gained on these projects that will be made available to accomplish the required services.

 The Past Performance Questionnaire once completed by the references shall be returned to the offeror in sealed envelopes, signed
and taped across the seal. The offeror shall forward the unopened envelopes with their proposal. If the offeror submits
questionnaires that are not in sealed envelopes, signed and taped across the seal, the Government reserves the right not to consider
the information contained in the questionnaires.

 The offeror shall provide description how well it performed under each contract described under experience and provide the
information listed below.

          A. A self-assessment for each project described under its experience describing whether performance was satisfactory to
the customer, the project was completed on schedule, the project was completed within budget, cooperation and responsiveness to
clients and successor contractors, and the overall quality of the work performed. This may include a discussion of noteworthy
successes, accomplishments, awards or commendations achieved during the referenced effort.

             B. A current point of contact (name and phone number) for each job described under experience for the purposes of a
reference.


                                                                                                                 L-6
      HSFECD-09-R-0006                                Section L
           C. Disclosure of any contract(s) or order(s) terminated for cause or default or in which a cure notice was received in the
past three years. Also list any contracts for which the customer did not exercise an option to continue the contract within the last
three years. Offerors shall provide a narrative describing the circumstances of the termination, cure notice, or failure to have an
option exercised. Such narrative shall include a summary of any corrective action taken to resolve or correct the situation or
describing any extenuating circumstances.

 The Government will consider the above information, as well as information obtained from any other sources, when evaluating
the offeror’s past performance. The Government will not restrict its consideration to the information provided in the solicitation
and may consider any other available information. In determining the rating for past performance the Government will give
greater consideration to successful past performance that is the most relevant to the solicitation. The evaluation of past
performance will focus on how well the offeror completed work performed under its experience. The offeror will not be evaluated
either favorably or unfavorably if it lacks relevant past performance.

 C. BUSINESS PROPOSAL INSTRUCTIONS

 1. Section B.1 Cost/price - The offeror must price each CLIN set forth in B.1. The proposed estimated cost shall be based on the
requirements of the PWS and the workload data provided under Section J, Attachments 20 and 24.

 2. The following cost detail information must be provided for each CLIN identified in Clause B.1:

  a. Phase-in costs shall be clearly defined and broken down by direct labor cost by labor category including number of hours and
actual hourly rates. Direct labor or levels of effort shall be identified as labor hours and not as percentage of an individual’s time.
Overhead, General and Administrative expenses and fixed fee for phase-in shall also be shown. All costs associated with the
phase-in (excluded fixed fee) shall be included on CLIN 001. The fixed fee amount shall be provided under CLIN 0002.
Equipment, supplies, and material costs necessary for full contract performance are not to be included in the Phase-in CLIN even
if the offeror incurs start-up costs for such items during the phase-in period. These expenses shall be included under CLINS 0003
though 0012 as deemed necessary by the offeror. The evaluated cost plus fixed fee will be based on the total amount of all CLINS
except CLIN 0001 (Phase-in estimated cost) including options. The proposed estimated cost for CLIN 0001, Phase-in, will not be
a factor in the award determination to foster competition.

 b. Direct Labor - Breakdown of direct labor cost by labor category including number of labor hours and current actual or average
hourly rates. Indicate whether current rates or escalated rates are used. If escalation is included, state the degree (percent),
effective date, and methodology. Direct labor or levels of effort are to be identified as labor hours and not as percentage of an
individual's time. This will be the person's productive labor hours (estimated number of hours on the project). Vacations, holidays,
sick leave, and any other paid absences should be cited as a fringe benefit rate or the offeror should indicate that those costs are
included in the indirect cost rate.

  c. Overhead and General, Administrative Expenses, and other indirect costs: Offerors lacking Government approved indirect cost
rates must provide detailed background data indicating the cost elements included in the applicable pool and a statement that such
treatment is in accordance with the established accounting practice. Offerors with established rate agreements with Federal
cognizant agencies shall submit one copy of such agreement.

 d. Other Direct Costs: Include in this category only those direct costs which you can support as direct costs. Costs that are
frequently charged as direct are computer costs, printing, rental of equipment, etc. Describe each cost giving details such as
number of months for telephone costs; number of copies and costs per copy for reproduction costs, type of printing, and number of
copies. ODC’s shall include the plug-in numbers listed below for total estimated bus rental/charter, equipment replacement and
consumable supply costs (these amounts represent the aggregate estimated costs for these items per month). All other proposed
ODC’s shall be itemized to the maximum extent possible.

 The following “plug-in” numbers shall be used for the purpose of proposal preparation for estimated travel and non-expendable
equipment costs. Please note that the Government estimate, plug-in numbers only include the estimated cost for these specific
costs. This estimate does “not” include any other potential ODC’s such as subcontracts that may be needed for contract
performance. The cost proposal shall include the plug-in numbers listed below and other proposed ODC’s shall be itemized to the
maximum extent possible. The amounts provided below are only estimates and actual cost may vary.

                                                                                                                  L-7
     HSFECD-09-R-0006                               Section L

 CLIN        Travel            Non-Expendales
             Cost              Equipment Cost

 0001        $84,375           $16,666
 0002        N/A               N/A
 0003        $928,125          $183,333
 0004        N/A               N/A
 0005        $1,012,500        $200,000
 0006        N/A               N/A
 0007        $1,012,500        $200,000
 0008        N/A               N/A
 0009        $1,012,500        $200,000
 0010        N/A               N/A
 0011        $1,012,500        $200,000
 0012        N/A               N/A

 e. Subcontractors: If proposed, cost information for each subcontractor shall be furnished in the same format and level of detail
as prescribed for the prime offeror. Additionally, the offeror shall submit the following information:

      (1) a description of the items to be furnished by the subcontractor, (2) identification of the proposed subcontractor and an
explanation of why and how the proposed subcontractor was selected including the extent of how competition was obtained; and,
(3) the proposed subcontract price, together with the offeror's cost or price analysis thereof, and performance and delivery
schedule.

 f. Fixed Fee

 3. Completed Section B.2, Negotiated Indirect Rates. Shall be completed and provided with the proposal.

  4. Representations, Certifications, and Other Statements of Offerors (Section K of Part IV). This shall be completed and
submitted as part of the Business Proposal.

  5. The business proposal shall also include DCAA’s or other federal audit agency’s verification that the offeror’s accounting
system has been audited and determined to be adequate for determining costs applicable to a cost type contract in accordance with
FAR 16.301.3(a)(1) to be considered for contract award. Any offeror that does not have audit verification but is certain that its
accounting system was determined to be adequate may provide contact information from its cognizant federal audit office.
Proposals will be rejected if the offeror does not provide evidence of an adequate accounting system or if FEMA is not able to
obtain audit verification.

D. ORAL COMMUNICATIONS

 1. All communications in reference to this solicitation should be directed to Mr. David Bunt, Contracting Officer who may be
contacted by email at David.Bunt@dhs.gov or by fax at (256)847-1960. Telephone inquiries will not be accepted.

 2. Offerors must submit all technical questions concerning this solicitation in writing to the contracting officer. All questions
must be submitted no later than December 12, 2008, 1:00 p.m. (Central Time). Answers to all relevant and appropriate questions
will be posted as an amendment to the solicitation. In the event multiple questions address the same issue, the Government
reserves the right to answer a representative question that best exemplifies the issue.

E. PROPOSAL SUBMISSION

 1. Original and 6 copies of the Technical Proposal and the original and 4 copies of the Business Proposal shall be submitted in
two separate parts. In addition 1 CD with all information contained in the Technical Proposal shall be submitted and 1 CD with
all information contained in the Business Proposal (excluding the past performance questionnaires) shall be submitted for a total
of 2 CD’s. The proposal package (technical and business proposals) shall be enclosed in a sealed envelope and addressed to the
                                                                                                               L-8
     HSFECD-09-R-0006                                   Section L
issuing office specified in paragraph 2 below for receipt of proposals. The proposal shall show the hour and date specified in the
solicitation for receipt, the solicitation number, and the name and address of the offeror on the face of the envelope.

 2. Your proposal must be submitted not later than 1:00 p.m. (Central Time) on January 6, 2009 at the issuing office. The issuing
office and place designated for receipt of proposals is:

Hand delivery by the contractor:

Department of Homeland Security/FEMA Center for Domestic Preparedness 61 Responder Drive Anniston, AL 36205

Delivery by U.S. Postal System:

Department of Homeland Security/FEMA Center for Domestic Preparedness P.O. Box 5100 Anniston, AL 36205-0100

Delivery by Commercial Carrier (i.e. FedEx, UPS, DHS, etc.):

Department of Homeland Security/FEMA Center for Domestic Preparedness 40 Twill Lane Anniston, AL 36205

 3. Marking on Technical and Business Envelopes: To ensure that your proposal arrives at the proper place on time, and to prevent
opening by unauthorized individuals, the proposal must also be identified on the envelope or wrapper as follows:

 Proposal Submitted in Response to RFP: HSFECD-09-R-0006 Contracting Officer: David Bunt Due Date: January 6, 2009;
1:00 p.m. (Central Time)

F. PROPOSAL DELIVERY INSTRUCTIONS

 1. Mailroom Procedure: The proposal must be properly identified on the face of the envelope as set forth above in order to ensure
that the date and time of receipt is stamped on the face of the proposal envelope since the Agency mailroom receiving procedures
are: (a) date and time stamp those envelopes identified as proposals and deliver them as soon as possible to the appropriate
procuring activity, and (b) only date stamp those envelopes which do not contain identification of the contents and deliver them to
the appropriate procuring activity through the routine mail delivery procedures. If the above is followed, proper consideration can
be given to proposals.

 2. Hand Deliveries to the Above Address: If your proposal is hand delivered, adequate time should be allowed to provide
identification to the FEMA guard service, obtain clearance to enter the facility, obtain a visitor pass from the guard, find parking,
locate the appropriate building and room, and submit the proposal by the time specified in the solicitation.


L.7 SITE VISIT

 A site visit is scheduled for December 10, 2008, 1:00 PM (Central Time), Center for Domestic Preparedness, 61 Responders
Drive, Building 61, Room 2001, Ft. McClellan, Anniston, AL 36205. If you plan to attend, it is required that you fax or email
your company name and the names of all persons who will attend the site visit. The full name, social security number, and date of
birth must be provided for all site visit attendees. This information is to be emailed or faxed to the contracting officer. All site
visit information must be submitted no later than December 5, 2008 4:00 PM (Central Time). There will be no exceptions to this
deadline. Questions may be submitted through December 12, 2008 to the Contracting Officer.

 NOTE: Only one site visit will be conducted. (No questions will be entertained during the site visit.) Any questions should be
emailed or faxed to the address/fax number shown above with the solicitation number referenced. No other site visit will be
provided.




                                                                                                                  L-9
     HSFECD-09-R-0006                               Section M


SECTION M - EVALUATION FACTORS FOR AWARD




M.1 NOTICE LISTING SOLICITATION PROVISIONS INCORPORATED BY REFERENCE

     The following solicitation provisions pertinent to this section are hereby incorporated by reference (by Citation Number, Title,
and Date) in accordance with the FAR provision at FAR "52.252-1 SOLICITATION PROVISIONS INCORPORATED BY
REFERENCE" in Section L of this solicitation. See FAR 52.252-1 for an internet address (if specified) for electronic access to the
full text of a provision.


      NUMBER                   TITLE                                                            DATE

      52.217-5                EVALUATION OF OPTIONS                                           JUL 1990
      3052.219-72             EVALUATION OF PRIME CONTRACTOR                                  JUN 2006
                              PARTICIPATION IN THE DHS MENTOR-PROTÉGÉ
                              PROGRAM

M.2 EVALUATION -- GENERAL

 Proposals will be evaluated in accordance with the applicable FAR regulations. Evaluation is performed to determine the offeror's
understanding of the work to be performed, potential for completing the work as specified in the solicitation, price/cost
completion, reasonableness, and ranking with competing offerors. Pages submitted in excess of the limitations specified in L.6
will not be evaluated by the Government.

 The proposals will be evaluated against the technical and price criteria set forth in sections M.4 and M.5. Deviations/exceptions
taken to this solicitation will not necessarily cause a proposal to be considered unacceptable. However, a large number of
deviations/exceptions or one (1) or more significant deviations/exceptions may result in the rejection of the proposal as
unacceptable.

 Award may be made without discussion of proposals received. Offerors are, therefore, requested to initially submit proposals to
the government on the most favorable terms from both a technical and cost/price standpoint.

 The past performance/company experience of the offeror will be considered in evaluation and selection. Omissions and/or
inaccurate or inadequate response could have a negative effect on the overall evaluation. An in-depth review is made to determine
the relative merits of the offeror's proposal and of the company itself. Past performance and company experience will be evaluated
from both a technical and business viewpoint.

 Company experience is considered to be the accomplishment of work which is comparable in nature, size and complexity to the
immediate requirement. All information submitted shall be directly relatable experience of the "Proposing Entity" which has been
designated as that organizational element responsible for executing the proposal and for performing under the proposed award.
The person signing the proposal must have the authority to commit the offeror to all the provisions of the proposal. Evaluation
will be directed at the organizational unit designated as the proposing entity. In those instances where the proposing entity does
not have directly relatable experience, such as a newly formed Joint Venture or the establishment of a new organizational unit
within an existing company, the offeror may provide data indicating the experiences of the organization elements being grouped
together to comprise the new organizational unit. This information shall be clearly and carefully described as "General Company
Information" of the proposing entity.

By past performance, the Government means an offeror's record of conforming to specifications and to standards of good
workmanship; the offeror's adherence to contract schedules, including the administrative aspects of performance; the offeror's
                                                                                                               M-1
      HSFECD-09-R-0006                             Section M
reputation for reasonable and cooperative behavior and commitment to customer satisfaction; and generally, the offeror's business-
like concern for the interest of the customer.

 In investigating an offeror's past performance, the Government will consider information in the offeror's proposal and information
obtained from other sources, including past and present customers and their employees; other government agencies, including
state and local agencies; consumer protection organizations and better business bureaus; former subcontractors; and others who
may have pertinent information. Past and present customers may be randomly selected out of each offeror's proposal. The point of
contact for each of these customers may then be contacted by the source evaluation board and asked a standard set of
predetermined questions regarding the offeror's performance.

 Evaluation of past performance will be a subjective assessment based on consideration of all relevant facts and circumstances. It
will not be based on absolute standards of acceptable performance. The Government is seeking to determine whether the offeror
has consistently demonstrated a commitment to customer satisfaction and timely delivery of services at fair and reasonable prices.

 The Government (CDP) reserves the right to look into all or a portion of the offeror's references, and collect data through the past
performance questionnaire or telephone (call) listed references, or from other sources. The Government (CDP) also reserves the
right to consider an offeror's past performance as a sub-contractor.


M.3 EVALUATION AND AWARD

 It is the Government's intention to award a single contract to the responsible offeror whose proposal is determined to represent the
Best Value to the Government price and other factors considered. The technical criteria set forth in M.4 (inclusive of experience
and past performance) is considered to be significantly more important than cost. Each technical factor (inclusive of experience
and past performance) is of equal value. The Government will make a best value award determination. In making this
determination the Government is more concerned with obtaining a superior solution and quality assurance (as set forth in the
technical and past performance evaluation factors) to achieve the requirements of the PWS than making an award to the offeror
with the lowest total cost plus fixed fee.

 The Government reserves the right to make award to higher priced offeror to achieve superior solution in meeting the
requirements of the PWS. The Government may award any resulting contract to other than the lowest priced offeror, or other than
the offeror with the highest non-price rating. Award may be made without discussions based on the initial proposals received.
Therefore, offerors are encouraged to submit their initial proposals with the most favorable terms from a technical and cost
standpoint. However, the Government reserves the right to conduct discussions. An offeror's proposal may not be considered if
the cost/price is determined to be unreasonable.

 The determination of best value will be made by comparing the differences in the value of the factors with the differences in the
proposed cost. The Government will make this assessment through the development of trade-off analyses and other analytic
studies that involve the assessment of benefits of superior performance capability features versus the added cost/price. However,
cost may become the ultimate determining factor for award of the contract as proposals become more equal in terms of technical
merit.


M.4 TECHNICAL EVALUATION CRITERIA

All information provided in the offeror's proposal will be evaluated in accordance with the following technical evaluation factors.
Each technical factor (including experience and past performance) is of approximately equal in value.

Factor 1 – Work Plan

 The work plan fully describes the offeror’s proposed solution to achieve requirements of the PWS and addresses the offeror’s
technical approach and methodology to successfully achieve the requirements of the PWS and QASP. The technical approach
adequately describes how the offeror will accomplish the requirements of the PWS and QASP in a clear, concise, specific, and
convincing manner.

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     HSFECD-09-R-0006                                Section M

 The work plan is specific, detailed and complete enough to demonstrate the offeror has a thorough understanding of the
requirements in the PWS. At a minimum, the offeror addresses the functions and disciplines involved for each objective, skill
levels, quantity of resources and methods of operation required for contract period of performance (phase-in period, base period,
and option periods). The plan describes the proposed allocation of resources (i.e., distribution of staff, types of labor, categories,
subcontractors, proposed contractor owned equipment/vehicles, etc.) It includes a complete list of vehicles and major equipment
(over $1,000) which the offeror proposes to utilize in the performance of this contract. Innovations to improve effectiveness and
efficiency are encouraged.

 The work plan includes a phase-in plan that fully describes how the offer will assume full performance of the contract in a timely,
efficient and cost effective manner. The phase-in plan includes a discussion on how the offeror will assume work-in-process,
obtain all needed training, implement the work order tracking system, and assume full responsibility of all PWS requirements by
the end of the phase-in period.

Factor 2 - Management Plan

 The management plan demonstrates the offeror’s ability to direct and control the operation of this requirement both
programmatically and on a daily basis in an efficient and cost effective manner. It also addresses how the offeror will manage
risks (including both identifying and mitigating risks).

 The management plan includes copies of current organizational chart(s) and lines of authority and supervision pursuant to
management of this effort. Corporate management systems are described, indicating how this contract will fit into the
organization's overall business plan and the extent of corporate support, involvement and oversight.

 The management plan addresses schedule controls, project cost accounting and tracking, and management of multiple work order
assignments. The plan describes how the work orders will be managed to ensure they are efficiently processed in a timely manner.
The plan includes a detailed discussion on how any subtracted work will be managed and integrated to ensure efficient and
effective services are provided.

Factor 3 – Staffing Plan and Key Personnel

 The staffing plan includes a detailed description on how the offeror will staff the contract in order to successfully meet all
requirements of the PWS. The description addresses both “key personnel” and other than key personnel.

 The staffing plan includes a description on how the offeror will recruit, retain, train, supervise, and coordinate its staff. The plan
describes the proposed labor mix and demonstrates that the proposed staff will have the necessary skills and expertise necessary
for successful contract performance. The staffing plan indicates the percentage of employees from the incumbent contractor(s)
whom the offeror expects to retain as well as policies and procedures for establishing salaries or wages for any retained incumbent
contractor employees and any eligibility and vesting requirements relative to fringe benefits (e.g., vacation, medical, insurance,
sick leave and retirement).

 The offeror identifies and presents resumes of key personnel who will be assigned to this contract and the rationale for positions
designated as key (i.e., why the offeror determined the position(s) to be key). The offeror demonstrates that the proposed key
personnel have an understanding of the program scope and objectives as well as relevant experience. The offeror demonstrates an
understanding of the importance of assigning experienced, key personnel in the completion of the contract. The offeror provides
resumes for all proposed key personnel. Letters of commitment are provided for key personnel that are not currently employees of
the offeror or its proposed subcontractors. Resumes are limited to 3 pages each.

Factor 4 – Quality Control Plan

The quality control plan demonstrates the offeror’s ability to propose and execute a quality control plan, whereby the contractor
manages and monitors the process and takes the appropriate corrective action to correct performance to meet program objectives.



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     HSFECD-09-R-0006                                 Section M
 The quality control plan discusses the offeror’s policies and procedures to ensure compliance with the contract requirements and
its methods of documenting and enforcing quality control procedures of both the prime contractor and subcontractors.

Factor 5 - Small Business Participation

Small business participation will be evaluated using the following three subfactors, listed in descending order of importance.


Subfactor 5.1 - Subcontracting Plan

 The offeror provided a subcontracting plan and approach to subcontracting, including providing subcontracting opportunities for
small, small disadvantaged, women-owned, service-disabled veteran-owned, veteran-owned, and HUBZone small businesses.
The contractor has proposed meaningful goals to provide significant, and appropriate, opportunities for above noted socio-
economic categories.

Subfactor 5.2 – Prime Contractor Participation in the DHS Mentor-Protégé Program

The contractor has addressed participation in the DHS Mentor-Protégé Program. The contractor possesses a signed letter of
mentor-protégé agreement approval from the DHS OSDBU.

Subfactor 5.3 – Small Disadvantaged Business Participation Program

The contractor has proposed targets for SDB participation and demonstrated commitment to use SDBs.

Factor 6 - Experience

 The offeror describes its experience on similar and/or relevant projects and endeavors. The offeror provides the information
listed below for prime contracts or subcontracts under which it performed work similar in nature and complexity to the subject
requirement. This information may include the experience of predecessor companies, major subcontractor, or proposed key
personnel.

                        A.    Contracting Agency (Company), address and phone number.

                        B.    Contract number and type of contract.

                        C.    Date of contract, period of performance, and place of performance.

                        D.    Address and phone number of contracting and technical officers.

                E. Size of contract (average number full time full time equivalents
provided per year) and dollar value.

                        F.    Brief description of contract work and responsibilities.

                        G.    Applicability of subcontracting plan.

                H. Indicate comparability of each project to the immediate one. It is
not sufficient to merely state that a project is comparable in magnitude and scope.
Rationale must be provided to convince the Government that a project is indeed similar.

 The Government will consider the above information, as well as information obtained from any other sources, when evaluating
the offeror’s experience. The Government will not restrict its consideration to the information provided in the proposal and may
consider any other available information. In determining the rating for experience the Government will give greater consideration
to the experience which is most relevant to the solicitation. The evaluation of experience will focus on the relevance, complexity,

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     HSFECD-09-R-0006                              Section M
and scope of the noted experience. The offeror will not be evaluated either favorably or unfavorably if it lacks relevant
experience.

Factor 7 - Past Performance

 The offeror has submitted at least three each Past Performance Questionnaires (provided in Section J) of past experience
summaries for itself and any major subcontractor(s). The submitted past performance experiences are of contractual work that is
similar to the requirements set forth in this solicitation. The contractor has demonstrated compliance with subcontract plans under
other contracts. If the offeror has no relevant corporate or organizational past performance, the offeror may have substituted past
performance of a predecessor company or of the offeror's proposed key personnel who have relevant experience. The offeror has
provided a list of any contracts terminated for convenience or terminated for default within the last three years. The offeror has
also listed any contracts for which the customer did not exercise an option to continue the contract within the last three years and
the reason the option was not exercised. Past experience summaries are for projects completed in the last five years or currently in
process, which are of similar size, scope, complexity, or, in any way, are relevant to the effort required by this solicitation.
Contracts listed include those entered into by the Federal Government, agencies of State and local governments, and commercial
customers. Contracts with the parent or an affiliate of the offeror have not been used. The Government will not restrict its
consideration of quality of past performance and experience to the information provided by the offeror and, when evaluating past
performance and experience, the Government may consider any additional information available. Offerors with no relevant
experience will be rated “neutral” for the past performance and experience factors.


M.5 COST EVALUATION CRITERIA

 Adequate cost/price competition is expected for this acquisition. The evaluated cost/price will be based on the total cost plus fixed
fee (CPFF) of all CLINS inclusive of options with the exception of CLIN 0001 (Phase-in). The proposed phase-in costs for CLIN
0001 will not be a factor in the award determination to foster competition. The following factors will be used to evaluate
cost/price:

  (1) Completeness. The business proposal will be evaluated to determine if all cost information required by the Request for
Proposal (RFP) has been submitted in accordance with Section L.6, Proposal Preparation Instructions. This includes (but is not
limited to) verification if DCAA’s or other federal audit agency’s verification that the offeror’s accounting system has been
audited and determined to be adequate for determining costs applicable to a cost type contract in accordance with FAR
16.301.3(a)(1) has been provided or if FEMA is able to verify that the offeror indeed has an adequate accounting system by
contacting the cognizant audit agency point of contact provided by the offeror. Proposals will be rejected if the offeror does not
provide evidence of an adequate accounting system or if FEMA is not able to obtain audit verification. All other cost/price
information described above must also be provided and be complete to be considered for contract award.

 (2) Cost reasonableness. Cost reasonableness will be evaluated based on the degree a prudent person would expect to incur for
the same or similar services. Estimated costs and fixed fee that are higher or lower than the amount a prudent person would
expect to pay for the services will be considered unreasonable.

 (3) Cost realism. Cost realism will be evaluated based upon a review of all or specific cost elements of the proposal to a certain
"level of cost realism." This analysis asks questions such as: 1) Is the offer based upon realistic assumptions? 2) Does it show
sufficient understanding of the requirements? 3) Are its various parts consistent with one another? 4) Is the cost/price data current,
reasonably accurate, verifiable? 5) Does the whole thing make since in view of the experience?




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