DRAFT RFP_MSD IDIQ_16 August.pdf

Request for Proposal 1

Multiple Award Indefinite Delivery Indefinite 3

Quantity Contract 4 for 5

Modern Software Development 6

RFP#: W9128Z-25-R-XXX 10

Date: 13 August 2024 12

Army Contracting Command- Aberdeen Proving Ground 17 DC3oE Advisory Group 18

6472 Integrity Court, Building 4401 19 Aberdeen Proving Ground, MD 21005 20

SECTION B: SUPPLIES OR SERVICES AND PRICE/COST 40

SCHEDULE

ITEM NO. SUPPLIES/SERVICES QTY UNIT UNIT

PRICE

AMOUNT

Base Period: Software Enablement Efforts.

The contractor shall perform in accordance with the Performance Work Statement contained in Section C.

This Contract Line-Item Number (CLIN) is for Cost Plus Fixed Fee- Completion type orders.

Ordering Period: [date to be entered at award] through [date to be entered at award].

LOT

0.00

0002 Base Period: Software Enablement Efforts.

The contractor shall perform in accordance with the Performance Work Statement contained in Section C.

This Contract Line-Item Number (CLIN) is for Labor Hour (LH) / Time and Materials (T&M) type orders.

0003 Base Period: Software Enablement Efforts.

The contractor shall perform in accordance with the Performance Work Statement contained in Section C.

This Contract Line-Item Number (CLIN) is for Firm- Fixed Price type orders.

Base Period: Travel.

The contractor shall perform in accordance with the Performance Work Statement in Section C, Section 1.6.11. The contractor shall travel in accordance with PWS Section 1.6.11. All travel shall be in accordance with FAR subpart 31.205-46. Reimbursement shall not exceed the maximum per diem rates set forth in the Federal Travel

Regulation, Joint Travel Regulation, or Standardized Regulations unless a special or unusual situation applies. Travel up to $25,000.00 requires Contracting Officer Representative approval. Travel that exceeds $25,000.00 requires Ordering Contracting Officer approval. No Fee or Profit shall be applied to travel.

This is a Cost Reimbursable (No-Fee) CLIN.

Ordering Period: [date to be entered at award] through [date to be entered at award].

Base Period: ODCs.

The contractor shall perform in accordance with the Performance Work Statement in Section C, Section 1.6.12. All ODCS under this CLIN require COR pre-approval.

This is a Cost Reimbursable (No-Fee) CLIN.

0006 Base Period: Expedited Delivery/Enhanced

Performance.

The contractor shall perform in accordance with the Performance Work Statement in Section C, Section X.x.x. This FFP CLIN is associated with individual Procurement Increment (PI) and is payable to the contractor after the completion of a PI. The contractor shall meet or exceed the “Very Good” performance standard(s) for all performance metrics selected for the associated PI. The Government reserves the right to unilaterally cancel the FFP CLIN and de-obligate all funding under this CLIN, if the contractor does not meet all performance metrics. The Contractor shall not be entitled to payment if the metrics do not meet the minimum threshold of “Very Good”.

Cancellation of this CLIN will not negatively impact the contractor’s CPARs rating.

This is a Firm Fixed Price CLIN.

Option Period: Software Enablement Efforts.

The contractor shall perform in accordance with the Performance Work Statement contained in Section C.

This Contract Line-Item Number (CLIN) is for Cost Plus Fixed Fee- Completion type orders

1002 Base Period: Software Enablement Efforts.

The contractor shall perform in accordance with the Performance Work Statement contained in Section C.

This Contract Line-Item Number (CLIN) is for Labor Hour (LH) / Time and Materials (T&M) type orders.

1003 Base Period: Software Enablement Efforts.

The contractor shall perform in accordance with the Performance Work Statement contained in Section C.

This Contract Line-Item Number (CLIN) is for Firm- Fixed Price type orders.

Option Period: Travel. The contractor shall perform in accordance with the Performance Work Statement in Section C, Section 1.6.11.

The contractor shall travel in accordance with PWS Section 1.6.11. All travel shall be in accordance with FAR subpart 31.205-46.

Reimbursement shall not exceed the maximum per diem rates set forth in the Federal Travel

Regulation, Joint Travel Regulation, or Standardized Regulations unless a special or unusual situation applies. Travel up to $25,000.00 requires Contracting Officer Representative approval. Travel that exceeds $25,000.00 requires Ordering Contracting Officer approval. No Fee or Profit shall be applied to travel.

This is a Cost Reimbursable (No-Fee) CLIN.

Option Period: ODCs. The contractor shall perform in accordance with the Performance Work Statement in Section C, Section 1.6.12. All ODCS under this CLIN require COR pre-approval.

This is a Cost Reimbursable (No-Fee) CLIN.

1006 Option Period: Expedited Delivery/Enhanced

Performance.

The contractor shall perform in accordance with the Performance Work Statement in Section C, Section X.x.x. This FFP CLIN is associated with individual Program Increment (PI) and is payable to the contractor after the completion of a PI. The contractor shall meet or exceed the “Very Good” performance standard(s) for all performance metrics selected for the associated PI. The Government reserves the right to unilaterally cancel the FFP CLIN and de-obligate all funding under this CLIN, if the contractor does not meet all performance metrics. The Contractor shall not be entitled to payment if the metrics do not meet the minimum threshold of “Very Good”.

Cancellation of this CLIN will not negatively impact the contractor’s CPARs rating.

This is a Firm Fixed Price CLIN.

Ordering Period: [date to be entered at award]

B.1 BACKGROUND 43

The Multiple Award Indefinite Delivery, Indefinite Quantity (MA IDIQ) for Modern 45 Software Development is designed to provide a vehicle to award task orders in a 46 streamlined manner in support of United States Army Modern Software Enablement 47 Requirements. 48

This MA IDIQ contract will be utilized for the issuance of Task Orders for Modern 49 Software Development, achieved via Software Enablement Efforts that incorporate agile 50 methods, software metrics, modernizing testing, DevSecOps, CI/CD, use of digital 51 engineering practices and achieving Data Centricity through adherence to data mesh 52 principles. 53

The primary NAICS codes for this requirement are 541511- Custom Computer 55 Programming Services and 541512- Computer Systems Design Services however other 56 Additional NAICS codes may be selected at the Task Order Level for work within the 57 scope of the PWS. See Section H.2 for more information. 58

B.2 PERIOD OF PERFORMANCE 59

The term of the MA IDIQ for Modern Software Development is a five-year base ordering 60 period and one (1) five-year option ordering period, for a total ordering period of 10 61 years if all options are exercised. There is no guarantee that the option will be exercised 62 on any or all of the awarded contracts. This is not a multi-year contract as defined in 63 Federal Acquisition Regulation (FAR) 17.103. 64

B.3 CONTRACT TYPE 65

Modern Software Development is a multiple-award IDIQ contract that allows for task 66 orders to be issued on a Cost-Plus-Fixed Fee (CPFF), Labor Hour (LH)/ Time and 67 materials (T&M) Firm Fixed Price (FFP), and/or Cost reimbursable basis. Task orders 68 may also combine more than one pricing arrangement [e.g., CPFF and FFP.], although 69 separate contract line-item numbers (CLINs) are required for each pricing arrangement. 70

The MSD IDIQ supports both commercial and non-commercial requirements. 71

For Cost-Reimbursement and Non-Commercial LH/T&M type task orders, the 72 accounting system requirements at Section at H.5 will apply. 73

B.4 LABOR CATEGORIES (LCAT or LCATs) 74

To enhance the consistency of labor and service cost/price offers and reporting, the 75 Base IDIQ Contract provides the Standard MSD IDIQ Labor Categories (see 76 Attachment 0002). These labor categories (LCATs) facilitate the standardization of labor 77 types, descriptions, and rates across the entire contract vehicle. This approach provides 78 the government more accurate cost forecasting, reporting, and tracking. Additionally, 79 the Base IDIQ Contract also provides for Non-Standard LCATs as described below. 80

The Contractor is bound by Maximum Rates on labor rates used in all CPFF and 81 T&M/LH contract types. See Subsection B.1.5. 82

This contract 2 provides the following two (2) types of LCATs: 83

(1) Standard LCATs – This labor category type includes the defined LCATs (see 84 Attachment 0002). Each of the defined Standard LCATs is further stratified to include 85 four (4) skill levels. These may be modified through the term of this IDIQ Contract to 86 accommodate emerging LCATs as defined by the market. The Contractor shall utilize 87 the Standard LCATs to the maximum extent possible. Additional Standard LCATs may 88 be added over the term of this contract if approved and appended to the contract via 89 modification by the Base IDIQ contract PCO. 90

(2) Non-Standard LCATs - This labor category type includes any labor category that is 91 not listed within the Standard LCATs (see Attachment 0002). A Non-standard Service 92 LCAT must be approved at the Task Order level. 93

B.4.1 Standard Labor Categories 94

Standard LCATs are the labor categories referenced in Attachment 0002. They are 95 presented as historically based relevant positions that support Modern Software 96 Development requirements. Modern Software Development is a dynamic discipline that 97 will likely require additional uniquely defined labor categories that emerge at some point 98 through the term of this IDIQ Contract. Additional Standard labor categories may be 99 added by the government via contract modification. The process to recommend the 100 addition of new LCATs to the IDIQ Contract is discussed in detail under section B.1.3, 101 Process to add Standard LCATs to the IDIQ Contract. 102

The Standard LCATs (see Attachment 0002) contains the comprehensive LCATs 103 required to meet all Modern Software Development requirements. Therefore, every 104 effort shall be made by the OCOs and Contractors to use the Standard LCATs. (See 105 Attachment 0002). 106

B.4.2 Stacked Labor Categories 107 Stacked LCATs are reserved for those technical experts that drive their skills cross-109 discipline and build across the technical stacks to become highly efficient and 110 technically dependable. To qualify for the stacked LCATs, Contractor personnel must 111 possess demonstrated experience in more than one technical career field discipline. 112 This experience may qualify for Stack Points as described in the Stacked LCAT Form 113

(IDIQ Attachment 0005). 114

B.4.3 Non-Standard LCATs 115

Any LCAT that does not fit within the Standard LCATs is not approved for use on Task 116 Orders without approval of the PCO awarding the Task Order. 117

The IDIQ Contract Standard LCATs are robust and were written to encompass the 118 broad scope of Modern Software Development. Additional labor categories would need 119 to bring to bear skill sets that are so specialized or rare that they are not already 120 encompassed in any existing IDIQ Contract labor category. MSD IDIQ Contract Holders 121 shall map personnel to Standard LCATs to the maximum extent practicable and alert 122 the cognizant Task Order PCO of its intent to include Non-Standard LCATs prior to 123 submission of any such Task Order Proposal. Task Order PCOs may consider 124 additional labor categories on Task Orders when deemed necessary to perform Modern 125 Software Development. PCOs will perform due diligence in determining that Non-126 standard labor categories are required and not rely on Non-Standard LCATs as a 127 means of circumventing the labor rates stated in the Base Contract. 128

B.4.4 Process to Add Standard LCATs to the IDIQ 129

The Government reserves the right to add new LCATs to the list of Standard LCATs 130 when determined to be in the best interest of the Government. As the Modern Software 131 Development market evolves, the Government encourages the Contractor and ordering 132 agencies to recommend new LCATs that they believe should be added to the list of 133 Standard LCATs. With any new LCAT, the Government requests a functional 134 description and justification narrative be included to provide the rationale for adding the 135 new LCAT, which shall include how the requested LCAT is different than the existing 136 Standard LCATs. If approved by the IDIQ PCO, the newly adopted LCAT will be added 137 to the Standard LCATs and each contract holder will be afforded the opportunity to 138 submit and negotiate labor hour pricing for the new LCAT. 139

B.4.5 Applicability of Labor Category Types and Maximum Rates 140 B.4.5.1. Cost Plus Fixed Fee Contract Type 142 For Cost Plus Fixed Fee Task Orders and/or CLINs, the cost of the labor rates 144 proposed for Task Orders and invoiced will be compared to the rates proposed at award 145 in the Cost Volume. Deviations from the proposed rates are addressed in Section G.4. 146

The CPFF rates incorporated at the contract award shall serve as a basis for all future 147 year pricing for both prime contractors and evaluated subcontractors. Task Order 148 proposals will be reviewed against the offerors Fully Burdened Labor Rates (FBLR) 149 attached into the contract as the MSD IDIQ Cost Model Attachment 0003 for both the 150

Prime and Subcontractors. For proposed CPFF FBLRs found to be within 3% of the 151 CPFF rate incorporated in Attachment 0003, will in most cases be found to be 152 Reasonable and Realistic for purposes of pricing the Task Order proposal. Offerors may 153 propose CPFF rates outside of the 3% range with appropriate substantiation. OCOs 154 also may perform an independent Cost Realism and reasonableness analysis of any 155 direct labor rates proposed in response to a given Task Order. Subcontractor labor 156 CPFF rates that are not established on contract may also be found to be reasonable if 157 they are in accordance with the prime contractors cost model. 158

To determine allowability of future year labor rates, the originally proposed rates will 159 have an escalation factor applied. This escalation factor will be the average annual 160 Bureau of Labor Statistics (BLS) Economic Cost Index (ECI) for the previous three 161 years. 162

The Government will review annual ECI data Years 2, 4, 6, and 8 of the MSD IDIQ 163 contract. If the average annual ECI for the previous three years is higher than at time of 164 award, the ceiling rates for the remaining years will be adjusted by the difference of 165 percentage increase. For example, if the BLS ECI index was 2.23% at time of proposal 166 submission and the BLS ECI index is 3.16% in Year 2, the ceiling rates for years 3 167 through 10 will be adjusted by 0.93% per year on a cumulative basis. If BLS ECI index 168 in Year 2 is equal to or below the BLS ECI index at time of award, the ceiling rates will 169 remain unchanged. In year 4, this same process will compare the previous three years 170 BLS ECI index to the Year 2 escalation percentage on the IDIQ contract. The table 171 below provides further information as to how this adjustment will occur. 172

Contract Year BLS ECI

Comparison If higher If equal to or lower Year 2 BLS ECI

Comparison to Award

Modification to labor rates for Year 3 through Year 10

No Change

Year 4 BLS ECI Comparison to

Year 2

Modification to labor rates for Year 5 through Year 10

No Change

Year 6 BLS ECI Comparison to

Year 4

Modification to labor rates for Year 7 through Year 10

No Change

Year 8 BLS ECI Comparison to

Year 6

Modification to labor rates for Year 9 through Year 10

No Change

B.4.5.1. Time and Materials and Labor Hour Contract Type 175

For Time and Materials and Labor Hour Task Orders and/or CLINs, Standard 176 Labor Rates shall not exceed the Maximum Rates established on the contract. 177

The fully burdened Time and Materials and Labor Hour ceiling rates awarded at 178 initial contract award for prime contractors and evaluated subcontractors 179 incorporated to the contract in Contract Rate Tables attached into the contract at 180 Attachment 0003 shall serve as the basis for all future year pricing 181

Subcontractor labor hour rates that are not incorporated on contract, will in most 182 cases be found to be Reasonable for purposes of pricing the Task Order 183 proposal if they are proposed in accordance with the prime contractors cost 184 model. Offerors may propose labor rates in excess of the ceiling range with 185 appropriate substantiation. OCOs also may perform an independent 186 reasonableness analysis of any subcontractor labor hour rates proposed in 187 response to a given Task Order. 188

To determine future year ceiling rate pricing, the originally awarded rates will 189 have an escalation factor applied. This escalation factor will be the average 190 annual Bureau of Labor Statistics (BLS) Economic Cost Index (ECI) for the 191 previous three years. 192

The Government will review annual ECI data Years 2, 4, 6, and 8 of the IDIQ 193 contract. If the average annual ECI for the previous three years is higher than at 194 time of award, the ceiling rates for the remaining years will be adjusted by the 195 difference of percentage increase. For example, if the BLS ECI index was 2.23% 196 at time of proposal submission and the BLS ECI index is 3.16% in Year 2, the 197 ceiling rates for years 3 through 10 will be adjusted by 0.93% per year on a 198 cumulative basis. If BLS ECI index in Year 2 is equal to or below the BLS ECI 199 index at time of award, the ceiling rates will remain unchanged. In year 4, this 200 same process will compare the previous three years BLS ECI index to the Year 2 201 escalation percentage on the IDIQ contract. The table below provides further 202 information as to how this adjustment will occur. 203

Contract

Year

BLS ECI

Comparison If higher If equal to or lower Year 2 BLS ECI

Comparison to Award

Modification to ceiling rates for Year

3 through Year 10

No Change

Year 4 BLS ECI Comparison to

Year 2

Modification to ceiling rates for Year

5 through Year 10

No Change

Year 6 BLS ECI Modification to No Change

Comparison to Year 4 ceiling rates for Year 7 through Year 10

Year 8 BLS ECI Comparison to

Year 6

Modification to ceiling rates for Year

9 through Year 10

No Change

B.5 TASK ORDER PRICING 207

The issuing agency will negotiate cost or pricing with the Contractor and make the 209 determination for cost or price reasonableness for each Task Order type. Adequate 210 price competition at the Task Order level, in response to an individual requirement, 211 establishes the most accurate, fair, and reasonable pricing for that requirement. The 212 OCO will identify the applicable contract type for all CLINs in each Task Order. 213 When adequate price competition exists (see FAR 15.403-1(b)(1)), generally no 215 additional information is necessary to determine the reasonableness of cost or price. If 216 adequate price competition does not exist and no other exceptions apply (see FAR 217 15.403-1(b)), the OCO will request a Certificate of Current Cost and Pricing Data in 218 accordance with FAR 15.403-4. 219 If a contractor has an approved purchasing system, the contractor shall nevertheless 221 obtain the contracting officer’s consent before placing any subcontract that 222

1) is NOT with a contractor in the Qualified Subcontracting Pool (See Section 224 H.10) and 225

2) represents greater than 20% of value of the applicable Task Order Award. 227

If a contractor does not have an approved purchasing system, the contractor shall 229 request and receive OCO consent to subcontract in accordance with FAR 44.201-1(b) 230 Consent to Subcontracts, and FAR 52.244-2, Subcontracts for all Subcontracts 231 applicable to a Task Order. 232

B.5.1 Cost-Reimbursement Orders 233

Cost-Reimbursement and Cost-Plus Fixed Fee Contract type shall be utilized for 234 Software Enablement Efforts, Travel, and ODCs, when necessary. 235

Cost-Reimbursement orders are defined under FAR Subpart 16.3, Cost-Reimbursement 236 Contracts. 237

The Contractor shall have and maintain an adequate accounting system that will permit 238 timely development of all necessary cost data in the form required by the proposed 239 contract type to propose on Cost-Reimbursement and/or CPFF type Task Orders 240 (Reference Section J, Attachment 0007 and Section L.3.2.1.4). The Contractor may be 241 required to submit a cost proposal with supporting information for each cost element 242 including, but not limited to: direct labor, fringe benefits, overhead, general and 243 administrative expenses, material handling costs, facilities capital cost of money, and 244 other direct costs, consistent with their cost accounting system, provisional billing rates, 245 and forward pricing rate agreements. 246

B.5.2 Fixed-Price Orders 247

FFP Contract Type shall be utilized for Software Enablement Efforts and execution of 248 the Expedited Delivery/Enhanced Performance CLIN (Section H.15) for an issued task 249 order 250

FFP orders are defined under FAR Subpart 16.2, Fixed-Price Contracts, and other 251 applicable agency-specific regulatory supplements. 252

B.5.3 Time-and-Materials and Labor-Hour Orders 253

T&M and LH orders are defined under FAR 16.601 and 16.602, respectively. 254

B.5.4 Program Management Costs 255

Program management support costs encompass support for management, reporting 256 requirements, and related travel and meeting attendance costs associated with the 257 Contractor’s program management staff as it relates to the overall management of the 258 IDIQ contract. Program Management (IDIQ Contract-Level) Support Costs: Contract-259 level program management support costs shall not be proposed or billed as a direct 260 charge to the IDIQ contract. 261

Project Management (Task Order-Level) Support Costs: Contract-level program 262 management support costs are differentiated from individual task order project 263 management support costs. Task order project management support costs may be 264 proposed and billed against individual task orders for direct support of the effort 265 performed under those task orders. 266

(End of Section B) 267

SECTION C: DESCRIPTION OF REQUIREMENTS 271

The full description of requirements is found in the Performance Work Statement 273 (PWS), see Section J Attachment 0001. 274

(End of Section C) 276

SECTION D: PACKAGING AND MARKING 277

SECTION E: INSPECTION AND ACCEPTANCE 279

SECTION F: DELIVERIES AND PERFORMANCE 281

F.1. IDIQ Level Deliverable and Reporting Requirements 284 The following table contains deliverables and reports required for the MSD IDIQ. Task 286 order deliverables and reporting will be specified in the task order. The Government 287 does not waive its right to request other deliverables or reports not specifically listed in 288 the table below. Deliverables or reports are required until the final task order is closed-289 out for each Contractor. If a deliverable is due on a calendar day that falls on a weekend 290 day or a Government holiday, the deliverable or report is due the following business 291 day. 292 Section Description Frequency Location G.2.2 Mergers, Acquisitions, Novations, and Change-of- Name Agreements

Copy of SF 30 and other applicable documents within 45 calendar days of finalization

MSD IDIQ PCO email address

TBD TBD TBD TBD

F.2. Task Order Deliverable and Reporting Requirements 297 All Task Orders shall include the following reports in the manner described at Exhibits A 299 and B of the Base Contract. OCOs shall not grant any modification or tailoring of these 300 reports. These reports, in the prescribed format, are necessary to collect common data 301 across all Task Orders awarded under the MSD MA IDIQ and inform business 302 decisions, such as on-ramping and off-ramping (Sections H.11 and H.12 respectively) 303 with objective, transparent data. 304 Section Description Frequency Location

TBD TBD TBD TBD

SECTION G: CONTRACT ADMINISTRATION DATA 307

G.1 ROLES AND RESPONSIBILITIES OF KEY PERSONNEL 309

This section describes the roles and responsibilities of Government and Contractor 311 personnel. 312 G.1.1. Program Manager (PM) 314 The Army Modern Software Development IDIQ PM is an Army Government official who 316 performs various programmatic functions for the overall success of the program. The 317 MSD IDIQ PM will be the Chairperson of the MSD Board of Directors (Section H.7). 318 G.1.2. MSD IDIQ Procuring Contracting Officer (CO) 320 The MSD IDIQ PCO is the sole and exclusive Army official with actual authority to 322 administer and/or modify the terms of IDIQ contract, monitor the Contractor's 323 performance in the areas of contract compliance and contract administration, and assist 324 the Contractor and OCO on matters related to the IDIQ Contract terms and conditions. 325 G.1.3. Ombudsman 327 The task order ombudsmen for the Army Contracting Command - Aberdeen Proving 329 Ground are Jason VanLuven jason.e.vanluven.civ@army.mil and Lane Gary 330 lane.m.gary.civ@army.mil. 331 G.1.4. Ordering Contracting Officer (OCO) 333 For purposes of this contract, authorized users are identified as OCOs. Only an 335 authorized user, who is a delegated OCO, may solicit, award, and administer a task 336 order under the MSD IDIQ. In order to qualify as an authorized user, a duly warranted 337 Contracting Officer of the Department of the Army, as defined in FAR Subpart 2.101, in 338 good standing, must have a received a Delegation of Procurement Authority (DPA) from 339 the MSD IDIQ PCO. 340 The OCO for each task order is the sole and exclusive Government official with actual 342 authority to solicit, award, administer, and/or modify a task order under the MSD IDIQ. 343 G.1.4.1. Contracting Officer’s Representative (COR) 345 The OCO for each task order may designate a Contracting Officer Representative 347

(COR) or Contracting Officer Technical Representative (COTR) to perform specific 348 administrative or technical functions. 349 The specific rights and responsibilities of the COR or COTR for each task order shall be 351 described in writing, which upon request, shall be provided to the Contractor. A 352 COR/COTR has no actual, apparent, or implied authority to bind the Government. 353 In addition to Mandatory COR training, OCOs must confirm that nominated CORs have 355 also completed MSD specific training (described in the MSD Ordering Guide) before 356 appointing a Task Order COR under this IDIQ. 357 G.1.5. Contractor Key Personnel 359 Each IDIQ Contract Holder shall identify personnel to serve in the following roles at that 361 IDIQ level. The Government will not separately pay for these positions. Key personnel 362 at the IDIQ Contract level will serve as the primary points of communication throughout 363 the ordering period. Contract Holders may fill key personnel positions however they see 364 appropriate provided that the individual(s) filling those positions are empowered to 365 speak on behalf of the company. The following positions are identified as key personnel 366 at the Base Contract level. 367

1. Contractor Contract Manager (CCM): Contractor Representative responsible 369 for negotiating contractual matters on behalf of the MSD Contract Holder. 370

2. Contractor MSD Director: Member of the MSD Board of Directors. 372 Responsible for carrying out the duties described at Clause H.7, MSD Board 373 of Directors. MSD IDIQ Contract Holders may assign a lead and alternate for 374 the MSD Director position. 375

The Contractor shall ensure that the IDIQ PCO has current point-of-contact information 377 for the Contractor Key Personnel positions. In the event of a change to Contractor Key 378 Personnel, the Contractor shall notify the IDIQ PCO and provide all Point of Contact 379 information for the new Key Personnel within five (5) calendar days of the change. 380 All costs associated with Contractor Key Personnel duties shall be handled in 382 accordance with the Contractor’s standard accounting practices; however, no costs for 383 Contractor Key Personnel may be billed to the Modern Software Development Program 384 Office. 385 Failure of Contractor Key Personnel to effectively and efficiently perform their duties will 387 be construed as conduct detrimental to contract performance and may result in Off-388

Ramping (See Section H.12). 389

G.2 CONTRACTOR ADMINISTRATION REQUIREMENTS 391

The following sections describe the administration requirements for the base IDIQ 393 contract and task orders. The CCM shall be the primary contractor point-of-contact for 394 these requirements. 395 Failure to meet administration requirements may result in Off-Ramping (See Sections 397 H.10.). 398 G.2.1 Task Order CPARS 400 The IDIQ PCO does not administer or evaluate task order performance. It is the sole 402 responsibility of the OCO to evaluate each task order exceeding the simplified 403 acquisition threshold using the process and criteria in CPARS. 404 G.2.2 Mergers, Acquisitions, Novations, and Change-Of-Name Agreements 406 If a Contractor merges, is acquired, or recognizes a successor in interest to 408 Government contracts when Contractor assets are transferred; or, recognizes a change 409 in a Contractor’s name; or, executes novation agreements and change-of-name 410 agreements by a Government Contracting Officer other than the IDIQ PCO, the 411 Contractor must notify the IDIQ PCO and provide a copy of the novation or other any 412 other agreement that changes the status of the Contractor. 413 . 415

G.3. DEVIATION FROM COST PLUS FIXED FEE RATES 417

This clause will be incorporated in all Task Orders that include Cost-Plus-Fixed-Fee and 418 Cost-Reimbursement CLINs. 419 Invoicing for rates that deviate from proposed rates: 421

1. Contract Performance Assessment Reporting System- CPARS 423

a. If in any performance period, the Contractor is projecting a cost overrun in 425 excess of 10% of the proposed estimated cost for that period, which is 426 determined to not be a result of Government direction and not attributable 427 to Forward Pricing Rate Agreement (FPRA) changes, the projected cost 428 overrun may trigger a Show Cause or Termination for Default subject to 429 the Contracting Officers discretion. Note: Contractors proposing at current 430 FPRA rates and invoicing at current Provisional Billing rates will not trigger 431 a Show Cause or termination for Default. 432

b. If in performance of the contract, the Contractor incurs a cost overrun of 434 greater than 5% and less than 10% during that CPARS evaluation period, 435 which is determined not to be a result of Government direction the 436 Contractor shall receive a Marginal rating for that periods CPARS cost 437 element. 438

c. If in performance of the contract, the Contractor incurs a cost overrun 440 greater than 10% during that CPARS evaluation period, which is 441 determined not to be a result of Government direction the Contractor shall 442 receive an Unsatisfactory rating for that periods CPARS cost element. 443

d. In regards to cost overruns and estimated costs mentioned in paragraphs 445 a through c, the Government will be comparing actual cost of work 446 performed to estimated cost at the end of each contract period. 447 Contractors are cautioned that costs should be directly proportional to 448 hours expended, and if in excess, may be considered a cost overrun by 449 the Government. 450

2. The contractors proposed direct and indirect rates by both the Prime and 452 Subcontractor(s) will be compared and verified through the monthly reporting 453 required through the Monthly Performance and Cost Report. The Offeror and its 454 Subcontractor(s) shall provide a direct mapping of proposed direct labor 455 categories and actual charged direct rate monthly. Monthly average charged 456 direct labor rates shall be no more than 5% higher than proposed/negotiated 457 rates. 458

(End of Section G) 459

SECTION H: SPECIAL CONTRACT REQUIREMENTS 460

H.1 OBSERVANCE OF FEDERAL HOLIDAYS 464

The Contractor shall observe Federal holidays and other days identified in this section 466 unless otherwise indicated in individual task orders. The Government observes the 467 following days as holidays: 468

1. New Year’s Day 470

2. Birthday of Martin Luther King Jr. Day 471

3. Washington’s Birthday 472

4. Memorial Day 473

5. Juneteenth 474

6. Independence Day 475

7. Labor Day 476

8. Columbus Day 477

9. Veterans Day 478

10. Thanksgiving Day, and 479

11. Christmas Day 480

In addition to the days designated as holidays, the Government may also observe the 482 following days: 483

1. Any day designated by Federal Statute; Executive Order; or President’s 485 Proclamation 486

Notwithstanding holidays and Government closures, the Contractor shall perform in 488 accordance with the terms established in the IDIQ contract and associated task orders. 489

H.2 NORTH AMERICAN INDUSTRY CLASSIFICATION SYSTEM (NAICS) 491

NAICS Codes and small business size standards are periodically updated and revised 494 by SBA. If SBA revises NAICS Code(s) and small business size standard(s) that are 495 within the scope of the Modern Software Development IDIQ during the term of contract, 496 the IDIQ PCO and/or OCO may need to update the IDIQ and task order awards to 497 reflect the updated NAICS Code(s) and small business size standards(s). 498 The OCO has the responsibility to determine which predominant NAICS code applies to 500 a task order solicitation, whether or not the task order is unrestricted or set-aside, 501 including the type of socio-economic set-aside if applicable, and whether or not the 502 solicitation is sole-source or competitive. The OCO must identify the NAICS Code 503 Number, Title, and Business Size Standard in the task order solicitation and report the 504 NAICS Code in the Federal Procurement Data System (FPDS). 505

The predominant NAICS codes for the IDIQ contract are 541511- Custom Computer 507 Programming Services and 541512- Computer Systems Design Services. Other NAICS 508 codes may be used at the Task Order level to most accurately describe the work under 509 that specific Task Order. 510

H.3 PRODUCT SERVICE CODES (PSC) 512

The PSC represents what products, services, and/or research and development (R&D) 514 was purchased by the federal government for each task order award reported in the 515 Federal Procurement Data System (FPDS). 516 The scope of this IDIQ spans across many PSCs, however, the primary PSC selected 518 must be based on the predominant service that is being purchased. The OCO must 519 identify the PSC in the task order solicitation and report the PSC in the Federal 520 Procurement Data System (FPDS). 521

H.4 ACCEPTABLE ACCOUNTING SYSTEMS 524

An acceptable accounting system provides for the proper segregation, identification, 526 accumulation, and allocation of direct and indirect costs for Government procurements. 527 In accordance with FAR 16.301-3(a)(3), only those Contractors that maintain an 528 adequate accounting system, submitted CPFF labor rates, and signed Attachment 0007 529 stating as such shall be eligible for Cost Reimbursement (all types) or Non-Commercial 530 Labor-Hour type task order solicitations and awards. 531 Adequacy, acceptability, and/or approval of a contractor’s accounting system are 533 determined by the Contractor’s cognizant DCMA CO, CFA CO, or cognizant DCAA 534 office and are validated by the MSD IDIQ PCO. 535 Acceptable documentation may include current and valid determination letters from the 537 Contractor’s cognizant DCMA or CFA CO, DCAA audit reports, or Pre-Award Surveys 538 of Prospective Contractor Accounting System (SF1408) completed by Government 539 Officials. 540

H.5 COST ACCOUNTING STANDARDS 542

Cost Accounting Standards (CAS) are a set of 19 standards and rules promulgated by 544 the Government for use in determining costs on procurements and for Contractors to 545 disclose in writing and follow consistently their cost accounting practices. 546 The Contractor may hold contracts, orders, or subcontracts that are subject to full CAS 548 coverage, which requires all 19 standards; modified CAS coverage, which requires 549 Standards 401, 402, 405, and 406; or are exempt from CAS coverage under 48 CFR 550 9903.201-1 and 48 CFR 9903.201-2. 551

For CAS-covered task orders awarded under the MSD IDIQ the Contractor shall comply 553 with all applicable CAS as determined by their cognizant DCMA CO, CFA CO, or DCAA 554 office, disclose actual cost accounting practices, and follow disclosed and established 555 cost accounting practices consistently, for the entire duration of the task order. 556 The Cognizant Federal Agency Official (CFAO) is responsible for issuing determinations 558 of adequacy and compliance of the Contractor’s CAS Disclosure Statement. 559 Contractors may provide the MSD IDIQ PCO with documentation from their CFAO to 560 verify their CAS Disclosure Statement has been determined adequate. The Contractor 561 shall notify the MSD IDIQ PCO of any updates or changes to the status of its CAS 562 Disclosure Statement. 563 The Contractor shall also notify the designated OCOs for any affected task orders, in 565 writing, of any changes to the status of their CAS Disclosure Statement or cost 566 accounting practices. 567

H.6 TASK ORDER DATA/SOFTWARE RIGHTS 569

Pursuant to the requirements set forth in DFARS 252.227-7017, Contractors are 571 required to specifically identify Data/Software Rights Assertions related to technical data 572 and software deliverables in every task order proposal. 573 Contractors are discouraged from proposing proprietary solutions in response to MSD 575 IDIQ task order requirements that necessitate the Contractor’s proprietary process, 576 system, maintenance, and/or solution that would prevent competition at a future point or 577 require sustained and non-competitive support. 578 If a proprietary solution is proposed by a Contractor for a given task order requirement, 580 the Contractor shall mark their proposal accordingly and make it clear to the OCO all 581 limitations and costs associated with the solution. 582

H.7 MSD BOARD OF DIRECTORS 584

Each MSD IDIQ Contract Holder will identify one (1) employee of the Prime concern, or 586 in the case of a Joint Venture the lead concern, as its MSD Director (reference Clause 587 G.1.5). 588

1. The MSD Board of Directors will be chaired by the Government and meet on a 590 monthly basis to discuss cross cutting risks, issues and opportunities related to 591 modern software development endeavors. 592

a. Example: Inflation has run so far as to create staffing difficulties for all MSD 594

Contract Holders. The Board of Directors would investigate whether this is an 595 industry-wide event and recommend any/all appropriate courses of actions to the 596 Government. 597

b. Example: Technology has expanded to a novel application not considered at the 599 time of award. This new technology requires skill sets beyond what are described 600 in the current MSD Labor Categories. The Board of Directors would investigate 601 whether this is an industry-wide event and recommend any/all appropriate 602 courses of actions to the Government. 603

2. The Government intends to leverage the MSD Board of Directors for market 605 research activities in support of future task orders. 606

H.8 MEETINGS 608

The Government may require Contractor attendance, including the attendance of 610 Contractor Key Personnel, at meetings at various locations. 611 Meetings may be via web-casting, in-person at a government facility, a commercial 613 conference center, or a mutually agreed-upon Contractor facility on a rotational basis, 614 as determined by the Government. Follow-up meetings may be held periodically 615 throughout the duration of the IDIQ contract to assess performance against the goals 616 and to reinforce partnering principles. 617 The Government may require up to four Program Management Review (PMR) meetings 619 per year. PMRs are separate and distinct events from Board of Directors meetings 620 though Contractor personnel supporting each may be similar or identical. The goal of 621 the PMR meetings is to provide a platform for contractor holders, ACC-APG staff, ASA 622 ALT Requirement owners, and other agency representatives to communicate current 623 issues, resolve potential problems, discuss business and marketing opportunities, 624 review future and ongoing Army and Government-wide initiatives. Any Contractor costs 625 associated to PMR Meetings shall be at no direct cost to the Government. 626

H.9 ORDERING PROCEDURES 629

H.9.1 Stacked LCATs 631

The Contractor shall include a completed Stacked LCAT Form (Attachment 0005) and 632 resume for every individual proposed in a Stacked LCAT in a Task Order Proposal. The 633 Government will not accept personnel proposed in Stacked LCATs without the required 634 supporting documentation. The Government reserves the right to remove any Task 635 Order Proposal submitted without the applicable Stacked LCAT supporting 636 documentation from further consideration for that Task Order award. 637 H.9.2 Task Order Software Warranty Clause 639 Each Task Order shall incorporate the below warranty clause: 641

“The contractor shall ensure that the delivered solution meets the required definition of 643 done and is free of production faults for a period of 90 calendar days beginning on the 644 day of deployment or fielding of the product. Any faults found during this period will be 645 corrected by the contractor at no cost to the Agency.” 646 H.9.3 Task Order Awardable but Not Selected Pool 648 Task Orders will be awarded to the offeror whose proposal is determined to be the best 650 value to the Government. The next highest technically rated Offeror(s) may be found 651 Awardable but Not Selected for initial TO award. All proposals shall be valid for one (1) 652 year beyond the date of award. Should the Government decide to issue a termination 653 for default on any Task Order, the Government OCO may then issue a Task Order 654 award directly to the next highest rated Task Order proposal, IAW FAR 49.402-6.Labor 655 Rates for this award shall be adjusted to the current year rates IAW MSD IDIQ Cost 656 Model. 657 Should the Government decide to not exercise an option to an awarded Task Order and 659 re-compete the requirement, it will be competed following fair opportunity procedures 660 utilizing an expedited timeline for solicitation response given the familiarity with the 661 requirement. 662 H.9.4 Proposal Preparation Costs 664 All costs associated with the preparation, presentation, and discussion of the 666 Contractor’s proposal in response to a task order solicitation will be at the Contractor’s 667 sole and exclusive expense and each task order will be funded by the ordering agency 668 at the Task Order level. 669 H.9.6 Multiple Task Order Awards 671 The Government will identify in the Request for Task Order Proposals (RTOP) if it 673 intends to award one (1) or multiple Task Orders as a result of that RTOP. All Task 674 Order awards that result from a single RFTOP do not need to be awarded on the same 675 day but shall occur within the same 90 day period. Each RTOP will include a statement 676 concerning the number of Task Orders the Government anticipates awarding as a result 677 of that RTOP as well as instructions for the length of proposal validity. 678

1. EXAMPLE: The Government has a need for three (3) development teams to 680 support Project Gladiator (fictional). The Gladiator Program Management Office 681 has determined that all teams will be sourced from the same MSD Contract 682 Holder. The RTOP will result in one (1) Task Order that provides for three (3) 683 development teams. 684

2. EXAMPLE: The Government has a need for three (3) development teams to 686 support Project Sentinel (fictional). The Sentinel Program Management Office 687 has determined that each team will be sourced from a different MSD Contract 688

Holder. The RTOP will result in three (3) Task Orders that provide for one (1) 689 development team each. 690

H.9.7 Task Order Incentive for New Technology or Small Business Subcontractor 691 Entrant 692 As technological advances over the term of this IDIQ Contract are inevitable, the 694 Government may include incentives during Task Order competitions for inclusion of new 695 Technological Advances and/or subcontracts to new entrants. 696

H.10 QUALIFIED SUBCONTRACTOR POOL 699

The Government will establish a pool of qualified subcontractors that MA IDIQ contract 701 holders may team (subcontract) with at the Task Order level. MSD Contract Holders 702 shall first consider QSP concerns for subcontracting(teaming) arrangements before 703 proposing non-QSP concerns. Any MA IDIQ Contract Holder may select any company 704 from the QSP for any Task Order. 705

a. The QSP is limited to small businesses. 707

b. The Government anticipates that the QSP will be maintained at fifty (50) 709 companies but reserves the right to add more to maintain sufficient access to 710 talent and resources at the Task Order level. 711

c. The Government intends to replace MSD IDIQ level awards (Section H.11) 713 reserved for Small Business concerns (Section H.13) via solicitation(s) issued to 714 QSP companies first. The Government reserves the right to solicit for On-715 Ramping via separate channels should the QSP not produce a satisfactory On-716 Ramp candidate(s). 717

d. QSP concerns shall not be bound to any Prime concern. All MSD IDIQ Contract 719 Holders may enter into a subcontract (teaming) arrangement with any QSP 720 concern for any Task Order. MSD IDIQ Contract Holders may subcontract(team) 721 with any number of QSP concerns on a single Task Order. 722

e. The Government will not involve itself in subcontractor business arrangements, 724 to include QSP sponsor decisions. All subcontracting business arrangements 725 remain the responsibility of the MA IDIQ Contract Holder. 726

f. The Government reserves the right to add SB concerns to the QSP. 728

g. QSP Off-Ramping 730

a. The Government will review QSP company participation on Task Orders 732 on an annual basis. QSP companies with no/low Task Order participation 733 may be removed from the QSP. 734

b. The Government will replace off-ramped companies with new companies 735 to the QSP when the volume of work necessitates it. 736

c. Any QSP company identified for off-ramping procedures will be notified 737 directly from the Government. All MA IDIQ Contract Holders will also be 738 notified no less than 90 days prior to the identified company’s off-ramp 739 date. 740

d. Any company off-ramped from the QSP will be ineligible for inclusion in 741 new Task Order proposals submitted after their off-ramp date. QSP 742 Companies remain eligible to continue performance under all task orders 743 resulting from proposals submitted prior to their off-ramp date in which 744 they were identified as a performer. 745

MA IDIQ Contract Holders are encouraged to sponsor companies for inclusion in the 747 Qualified Subcontractor Pool at any time during the order period of the MA IDIQ by 748 submitting a Qualified Subcontractor Evaluation Request Package (QSERP) via email 749 to TBD@army.mil. The Government will evaluate the sponsored company within ninety 750

(90) days from the date of QSERP submission. QSERP includes: 751

a. Sponsored company’s representations and certifications. Must demonstrate 752 small business status. 753

b. MA IDIQ Contract Holder’s rationale for sponsoring (MA IDIQ Attachment 0006- 755 MSD IDIQ QSP Rationale) 756

c. Sponsored company’s labor categories and associated labor rates (MA IDIQ 758 Attachment 0003 MSD IDIQ Cost Model). 759

MA IDIQ Contract Holders may propose QSP Companies as subcontractors, teaming 760 partners, or similar, for performance under traditional evaluation tract task orders but 761 are under no obligation to do so. 762

H.11 ON-RAMPING 765

The total number of Contractors may fluctuate due to any number of reasons including 767 but, not limited to, competition levels on task orders, mergers & acquisition, and the 768 Government's exercise of the off-ramp process. 769 The objective of an on-ramp is to maintain competitive sources for task orders and/or to 771 obtain access to additional technologies and capabilities. The Contracting Officer may 772 conduct market research to assess additional technologies and capabilities available in 773 the open market. The Contracting Officer may also assess contractor performance and 774 the amount of competition available. 775 H.11.1 Awardable but Not Selected Pool 777 The Government anticipates on-ramping new contractors during the Modern Software 779 Development IDIQ Ordering Period. The initial award will be made to the highest 780 technically rated Offerors. The next highest technically rated Offerors will be found 781 Awardable but Not Selected for Award. Any On-Ramp selections during the first (1st) 782 year from the date of contract award will exclusively come from the Awardable but Not 783 Selected for Award pool unless all Offerors assigned to that pool have already been On-784 Ramped. All proposals shall be valid for five (5) years beyond the date of award. Note 785 that Labor Rates will be administered and subject to escalation as described in B.4.5. If 786 the next highest technically rated Offeror does not sign an on-ramp contract, then the 787 Government will then offer an on-ramp contract to the next highest technically rated 788 Offeror. 789 Should the Government need to solicit proposals for future On-Ramping decisions, the 791 Awardable but Not Selected for Award pool may be reestablished. 792 H.11.2 On-Ramp Solicitations 794 The Government may evaluate the benefit of conducting a new on-ramp to either the 796 multiple award IDIQ vehicle, or to reestablish the Awardable but Not Selected pool on 797 an annual basis. 798 During an on-ramp, offerors who are not already a contract holder may be eligible to 800 obtain a contract under the multiple award IDIQ vehicle.