9Q0HDLA38001 RFP Docs Amend 4.docx

Value Engineering and Sourcing Support Tool (VESST) All Prospective Offerors:

The U.S. General Services Administration (GSA), Hawaii Area Team (HAT), Pacific Rim, Region 9 hereby issues this Request for Proposals (RFP) to provide contractor support services for Value Engineering and Sourcing Support Tool (VESST) on behalf of the Defense Logistics Agency (DLA), Aviation

revised November 1, 2010 (Amendment 2) revised October 8, 2010 (Amendment 1) October 7, 2010

PAPER COPIES OF THIS RFP WILL NOT BE ISSUED

Issued By: Renee M. Hicks, Senior Contracting Officer Acquisition Operations Division U.S. General Services Administration (GSA) Federal Acquisition Service (FAS)

This Procurement is Unrestricted

Authority: This solicitation is issued in accordance with Federal Acquisition Regulation (FAR) Subpart 12; Acquisition of Commercial Items and Subpart 15; Contracting by Negotiation.

A GSA IT Solutions Shop (ITSS) registration, also known as IT Solutions, is required to participate in this acquisition. Offerors must register and/or verify complete business mailing address, contact name, phone number, fax number, remittance address, and email address, within IT Solutions to ensure contract award availability. Go to http://web1.itss.gsa.gov for additional information. All prospective offerors should verify their Commercial And Government Entity (CAGE), Tax Identification Number (TIN), Central Contractor Registration (CCR), Data Universal Numbering System (D-U-N-S) Number, socio-economic categories and business size status found at the following CCR website; www.bpn.gov/ccrinq/scripts/search.asp.

First Response: All Prospective Offerors are encouraged to complete and submit a “Notice of Intent to Attend Preproposal Conference” (included in this RFP) via email to Ms. Renee Hicks, Senior Contracting Officer, at renee.hicks@gsa.gov, to notify GSA whether or not they plan to attend the scheduled preproposal conference. Please limit company representatives at the preproposal conference to three (3) or less. This notice is non-binding on either party; however your response will aid the Government in ensuring each prospective offeror has access to the conference site. Responses are due at anytime but not later than 3:00 p.m. Hawaii Standard Time (HST) on October 12, 2010.

Second Response (Required): All Prospective Offerors must formally submit their technical questions and/or requests for clarifications in writing using the “Submittal of Questions to RFP” (included in this RFP) via email directly to Ms. Renee Hicks. This is a mandatory date and all requests may be submitted at anytime but must be submitted electronically to renee.hicks@gsa.gov, not later than 3:00 p.m. PST on October 21, 2010.

Third Response: All Prospective Offerors are encouraged to complete and submit by email to Ms. Renee M. Hicks, renee.hicks@gsa.gov their “Notice of Intent to Submit Proposal” (included in this RFP) indicating if your firm intends to provide a proposal in response to this RFP. This notice is non-binding on either party; however your response will aid the Government in preparing for proposal evaluations. Responses are due at anytime but not later than 3:00 p.m. PST on October 28, 2010

Fourth Response (Required): All Prospective Offerors are required to deliver hard copies of both technical and cost/price proposals in accordance with the submittal instructions identified in Section L of this RFP and in addition, shall submit the price/cost proposals only, electronically directly to Ms. Renee M. Hicks, Senior Contracting Officer at renee.hicks@gsa.gov. (Amendment 3)

Key Dates, Site Visit and Basic Instructions:

Notice of Intent/Preproposal Conference Due Date: October 15, 2010 (Amendment 1)

Preproposal Conference: Offerors are urged and expected to attend the preproposal conference to be held in Richmond, Virginia. The purpose of this conference is to eliminate any possible misunderstandings of the terms of this solicitation. Prospective offerors are urged to attend and submit any questions they may have in advance by email to Ms. Renee Hicks at renee.hicks@gsa.gov by 2:00 p.m. Hawaii Standard Time (HST) on October 21, 2010. The following items apply;

(a) Remarks and explanations at the conference shall not qualify the terms of the solicitation.

(b) Unless the solicitation is amended in writing, it will remain unchanged.

(c) A preproposal conference for all work to be performed for VESST has been scheduled on the date stated above at DLA in Richmond, Virginia.

(d) Participants must carry a valid Government or State issued identification card and meet at the following building prior to attending the preproposal conference:

Defense Logistics Agency (DLA), Aviation

Offerors are strongly encouraged to submit their questions in advance of the preproposal conference. The Government will attempt to answer all poised questions at the time of the meeting but may need to respond at a later date. The Government will only clarify the Government’s requirement and will not provide any technical advice or guidance. If your company is interested in attending the preproposal conference with the Government, please email the aforementioned notice to Ms. Renee Hicks at renee.hicks@gsa.gov on or before October 12, 2010. Any questions not deemed proprietary to the individual offeror will be published via an amendment to the solicitation.

Offeror Intent Notice Date: Your intent to provide a proposal is requested. Page 3 of this RFP contains an intent to propose notification. Please complete and return this intent notice as soon as possible but not later than October 28, 2010. Your pronouncement of intent is non-binding however your response will assist us in preparing for evaluations and ensuring that your company has access to the preproposal conference. If you do not notify the Contracting Officer (renee.hicks@gsa.gov) of your intent to submit a proposal, you will not receive an individual notice of any potential amendments to the RFP, if any are issued. Official amendments, updated information regarding the preproposal conference and any related project information will be posted in FedBizOpps as soon as practicable.

Electronic Media, Solicitation and Amendment Distribution: This solicitation will be posted on Fedbizopps.gov and will not be distributed by U.S. Mail or courier. In order to further the Government policy of maximizing electronic commerce and making the acquisition process optimally cost effective, all future amendments and any other official communications, (if any), from GSA regarding this solicitation will be distributed via www.fbo.gov. This medium will be used exclusively and will be the sole method used for distributing future amendments and other official communications to prospective offerors the public.

The Government does not anticipate the need to request additional information after the closing date of the RFP however clarifications and/or discussions may be required. Offerors should identify within their cost/price proposal and technical proposal, the appropriate point of contact(s) should clarifications or discussions become required.

Late Proposal Provision: In order for your proposal to be considered for award by the Government, your proposal must be received by the Senior Contracting Officer at the place and time specified, or it will be considered late and handled in accordance with FAR 15.208.

The required performance location is at each respective contractor’s site. The Government does not require any on-site contractor performance.

Offerors are instructed not to contact the client or any other GSA or Government employee regarding this procurement, other than the individuals identified as appropriate points of contacts, without the approval of the GSA Senior Contracting Officer.

*Failure to comply with the terms and conditions of the RFP may result in rejection of your offer. The Government reserves the right to consider alternative offers.

All amendments to this RFP shall be acknowledged in a cover letter with your proposal submittal and shall be included with your price/cost proposal volume. (Amendment 2)

GSA and DLA are pleased to offer this opportunity to qualified firms and your participation is greatly appreciated. If I can be of any assistance, do not hesitate to contact me directly by email at renee.hicks@gsa.gov or telephone me at (808)541-1171.

RENEE M. HICKS

TABLE OF CONTENTS

Delivery Order 0001 PBSOW

PART II

PART III

PART IV

Request for Proposals Number 9Q0HDLA38001 Value Engineering and Sourcing Support Tool (VESST)

*Reserved

Offeror to complete blocks 12, 17, 23, 24, & 30

9Q0HDLA38001

Federal Acquisition Service (FAS) 3375 Koapaka Street, Suite I-590

|_| SMALL BUSINESS

|_| HUBZone SMALL BUSINESS

|X| SEE SCHEDULE

|_| 8 (A) |_| 13a. THIS CONTRACT IS A RATED ORDER UNDER

DPAS (15 CFR 700)

NAICS: 541420

13 b. RATING DO Enter appropriate rating.

|_| RFP |_| IFB |X| RFP

Renee M. Hicks

Federal Acquisition Service (FAS) 3375 Koapaka Street, Suite I-590 Federal Acquisition Service (FAS) 3375 Koapaka Street, Suite I-590

FACILITY

Prospective Offeror

GSA, Finance Division, 7BCPK 299X P.O. Box 17181

Fort Worth, TX 76102-01811

IS CHECKED SEE ADDENDUM (Contracting Office issuing order must identify invoice point.)

19.

ITEM NO,

20.

SCHEDULE OF SUPPLIES/SERVICES

21.

QUANTITY

22.

UNIT

23.

UNIT PRICE

24.

AMOUNT

Attach Continuation Sheet as Necessary

(For Government Use Only)

|X| 27a. SOLICITATION INCORPORATES BY REFERENCE FAR 52.212-1, 52.212-4. FAR 52.212-3, AND 52.212-5, ARE ATTACHED. ADDENDA |X| ARE |_| ARE NOT ATTACHED.

|_| 27b. CONTRACT/PURCHASE ORDER INCORPORATES BY REFERENCE FAR 52.212-4. FAR 52.212-5 IS ATTACHED. ADDENDA |_| ARE |_| ARE NOT ATTACHED.

28.

|X|

AWARD OF CONTRACT: REFERENCE ___________________________ OFFER. DATED ________. YOUR OFFER ON SOLICITATION (BLOCK 5), INCLUDING ANY ADDITIONS OR CHANGES WHICH ARE SET FORTH HEREIN, IS ACCEPTED AS TO ITEMS: SEE BLOCK 19

32a. QUANTITY IN COLUMN 21 HAS BEEN

33. SHIP NUMBER

CORRECT FOR

CONTRACT. EXCEPT AS NOTED

|_| PARTIAL |_| FINAL

37. CHECK NUMBER

COMPLETE |_|PARTIAL

|_| FINAL

42c. DATE REC’D (YY/MM/DD)

42d. TOTAL CONTAINERS

ADDENDUM TO STANDARD FORM 1449 –Section A Continued

When the Contractor wishes payments to be mailed to an address other than that shown on the Standard Form 1449, Solicitation/Contract/Order for Commercial Items insert the proper remittance address in the space provided below:

PERFORMANCE BASED SERVICE CONTRACT:

This solicitation contains a Performance Based Statement of Work (PBSOW). The offerors selected for contract award shall be responsible for preparing offers in accordance with the PBSOW for this solicitation. The offerors selected for award will be required to prepare and maintain a Quality Control Plan (QCP) based on the PBSOW to ensure that the requirements of the resulting contract are met. At a minimum the Offeror’s QCP shall be created for identifying and correcting deficiencies in the quality of services before the performance becomes unacceptable.

The Government will establish its minimum levels for determining whether the finished work meets the Government’s minimum quality requirements or standards for each major task to be performed. Offerors will have to meet or exceed the minimum acceptable quality levels or standards.

It is the responsibility of the Contractor to ensure that they build into their cost/price proposal the necessary costs/price associated requirements identified above.

NOTE TO OFFERORS:

You must propose the rates and skill levels for the initial 12-month base period as well as for the option periods in order to be considered for award.

The Government intends to make multiple IDIQ contract awards as a result of this solicitation. Therefore, offerors must propose on all line items to be considered for award.

The Government intends to award the first Delivery Order (0001) to one of the successful awardees of the basic IDIQ contract. Therefore, offerors must propose on all line items to be considered for award of the first delivery order.

NOTICE OF INTENT TO SUBMIT PROPOSAL

RFP: 9Q0HDLA38001

TITLE: Value Engineering and Sourcing Support Tool (VESST)

REQUESTED OFFEROR INTENT DATE: October______, 2010

I Intend to submit a proposal in response to this RFP:

I DO NOT intend to submit a proposal in response to this RFP:

Reason for not responding:

Cannot comply with specifications Cannot meet delivery requirements Do not regularly perform the required services/meet the require minimum experience Other (Specify):

COMPANY NAME:

ADDRESS:

REPRESENTATIVE:

TELEPHONE:

DUNS NUMBER:

Return by email to renee.hicks@gsa.gov with subject 9Q0HDLA38001 Notice of Intent to Submit Proposal

Renee M. Hicks Sr. Contracting Officer, GSA, FAS, AOD

Honolulu, Hawaii 96819

SUBMITTAL OF QUESTIONS TO RFP

RFP: 9Q0HDLA38001

IDENTIFICATION OF OFFEROR:_________________________________________

DATE: October ______, 2010

The following questions are submitted to this RFP:

Return by email to renee.hicks@gsa.gov with subject 9Q0HDLA38001 Questions to RFP

Sr. Contracting Officer, GSA, FAS, AOD

NOTICE OF INTENT TO ATTEND PREPROPOSAL CONFERENCE

RFP: 9Q0HDLA38001 DATE: October ___, 2010

I Intend to attend the pre-proposal conference for this RFP:

I DO NOT intend to attend the pre-proposal conference for this RFP:

I Intend to participate in the pre-proposal conference by VTC for this RFP:

I DO NOT intend to participate in the pre-proposal conference for this RFP:

Reason for non-participation:

Cannot comply with specifications Cannot meet delivery requirements Do not regularly perform the required services/meet the require minimum experience Other (Specify):

COMPANY NAME:

ADDRESS:

REPRESENTATIVE:

TELEPHONE:

DUNS NUMBER:

Return by email to renee.hicks@gsa.gov with subject 9Q0HDLA38001 Notice of Intent to Attend Pre-Proposal Conference

Sr. Contracting Officer, GSA, FAS, AOD

PART I – The Schedule

Section A See Solicitation/Contract Order for Commercial Items (SF 1449 on page 1):

A-1 Contract Title: Value Engineering and Sourcing Support Tool (VESST)

A-2 Contract Type: Firm Fixed Price Multiple Award Indefinite Delivery Indefinite Quantity (IDIQ). GSA/FAS intend to award up to four (4) multiple award IDIQ contracts. Upon award, fixed-price delivery orders will be issued against the contracts using the GSA Form 300, Order for Supplies and Services. Each delivery order awarded will have an individual Performance Based Statement of Work defining specific services (the first of which is included as a part of this RFP). When applicable, the Fair Opportunity Procedures will be implemented for projects exceeding $3,000 The Government reserves the right to make multiple awards under this contract for ALL or PART of the services stated in Section C, Performance Based Statement of Work.

A-3 Contract Duration: The resulting IDIQ contracts (if any) from this solicitation will be for a 1 year base period and four (4) one (1) year option periods. No one period of performance shall exceed one (1) calendar year, unless the Senior Contracting Officer exercises the Government’s unilateral right to Extend the Term of the Contract in accordance with FAR 52.217-8, Option to Extend the Service.

A-4 Proposal Documents: Register for solicitation documents at www.fbo.gov.

A-5 Technical Questions Due Date: Potential Offerors are instructed to submit all technical questions in writing via email to Ms. Renee Hicks at renee.hicks@gsa.gov. For all contractual issues, miscellaneous issues or concerns, please email Ms. Renee M. Hicks, GSA Senior Contracting Officer at renee.hicks@gsa.gov. The Government will not respond to telephone inquiries, faxes and/or other means of communication except email as directed above. The Government will respond to all questions by posting answers within FedBizOpps.

A-6 Retention of Proposals: Proposals submitted in response to this RFP will not be returned and will be retained by the U.S. General Services Administration (GSA), Federal Acquisition Service (FAS), Hawaii Area Team (HAT).

A-7 Central Contractor Registration (CCR): Your attention is drawn to FAR 52.204-7, Central Contractor Registration and DFARS 252.204-7004, Alternate A, Required Central Contractor Registration in Section I. Lack of official registration in the CCR database may make an offeror ineligible for contract award. Go to www.ccr.gov for more information.

A-8 FAR Clauses and provisions incorporated by reference: In accordance with FAR 52.252-2, Clauses Incorporated By Reference (FEB 1998) some FAR provisions and clauses incorporated within this solicitation and any resulting contract are incorporated by reference.

Go to www.census.gov/epcd/naics02/def/ND561210.HTM for more information.

A-9 Set-Aside: This procurement is Unrestricted. See FAR 52.219-8, Utilization of Small Business Concerns (May 2004) in Section I.

A-10 Proposal Validation Period: All offers submitted in conjunction with this RFP must be valid for at least 60 business days from the date submitted (Amendment 2).

A.15 Organizational Conflicts of Interest shall be subject for FAR Subpart 9.5.

Section B – Supplies and Services and Cost/Price

B-1

To be considered for award of an IDIQ contract, all Contractors must propose total firm-fixed hourly rates/prices (unburdened) and proposed skill levels to perform services in accordance with the Performance Based Statement of Work entitled, " MULTIPLE AWARD INDEFINITE DELIVERY/INDEFINITE QUANTITY (IDIQ) for Value Engineering and Sourcing Support Tool (VESST) outlined in this Request for Proposals (RFP) for each period of performance identified below: (Amendment 3)

Base Year: December ____, 2010 to December ______, 2011

Option Year 1: December ____, 2011 to December ______, 2012

Option Year 2: December ____, 2012 to December ______, 2013

Option Year 3: December ____, 2013 to December ______, 2014

Option Year 4: December ____, 2014 to December ______, 2015

Note: The CLIN numbers may not be changed; however additional lines may be added to include additional skill levels as proposed.

To be considered for award of the first Delivery Order under one of the resultant IDIQ contracts, all Contractors must propose total firm-fixed hourly rates/prices (unburdened) and proposed skill levels to furnish necessary management, labor, supervision, equipment, transportation, and other (allowable and allocable) incidental services necessary to perform services in accordance with the Performance Based Statement of Work entitled, " Performance Based Statement of work for Value Engineering and Sourcing Support Tool (VESST) Delivery Order 0001 outlined in this Request for Proposals (RFP) for each period of performance identified below:

(NSN 2995-00-968-8429)

Skill Level

Total Labor

Labor Overhead

Other Direct Costs (ODC)

G&A

Profit

Total Price

(NSN 1560-01-406-8974)

Skill Level

Total Labor

Labor Overhead

Other Direct Costs (ODC)

G&A

Profit

Total Price

Note: The CLIN numbers may not be changed; however additional lines may be added to include additional skill levels as proposed. Identify the basis for rates proposed and elements that make up the individual categories of costs for Labor Overhead, ODC, G&A and Profit. (Amendment 3). The tables above reflect the pricing format for each NSN required for Delivery Order 001 (Amendment 4)

Section C: Description and Specifications:

C-1

PERFORMANCE BASED STATEMENT OF WORK (PBSOW)

MULTIPLE AWARD INDEFINITE DELIVERY/INDEFINITE QUANTITY (IDIQ)

for

VALUE ENGINEERING AND SOURCING SUPPORT TOOL (VESST)

1.0 General:

2.0 Scope: The contractor shall perform engineering and management services to support DLA’s effort to develop source approval requests (SARs) for various mechanical, electro-mechanical, hydraulic, pneumatic and structural components or assemblies.

2.1 Required Contract Type: Firm Fixed Price

2.2 Contract Vehicle: IDIQ

2.3 BACKGROUND

2.3.1 The military supply system is often challenged due to overpricing of items by vendors, lack of responsive sources, or lack of a sufficient technical data packages, and requires methods for achieving particular technical, engineering, and sourcing solutions. This initiative provides a contractual means to resolving the issues surrounding the acquisition of parts in support of the DLA Aviation Supply Chain (DLA ASC).

2.3.2 This initiative will provide the benefits of reducing overpricing, reducing customer lead times, reducing backordered requisitions, resolving manufacturing sourcing issues, reducing customer costs, increasing bid participation, and by using manufacturing/supply networks more efficiently.

2.3.3 This Performance Based Statement of Work (PBSOW) defines the contract requirements for the Value Engineering and Sourcing Support Tool (VESST). The Defense Logistics Agency, Aviation Engineering Directorate intends to procure engineering services leading to source development for over-priced or hard-to-procure aircraft items. The SAR development will include engineering services, as used herein, may include data development, prototype development, testing, market pricing data, or other related technical services. It should be noted that the result of any individual delivery may be establishment of a government-owned technical data package. The effort may also result in establishment of the delivery order awardees as a limited-source for future materiel acquisitions under other contracts that is outside of this contract.

2.3.4 Delivery orders issued under the VESST program will be managed by GSA FAS/AAS. Candidate projects may be identified and funded by the military services or other DLA activities but all delivery orders and work performed under this program will be awarded and administered by GSA FAS. DLA is the servicing client of GSA FAS.

2.3.5 This PBSOW is generic in nature and describes general support requirements. Specific requirements are derived from the general requirements and will be defined in the individual delivery orders.

2.4 APPLICABLE DOCUMENTS

DSCR Critical Item Source Approval Request (SAR) Guide, 15 June 2005 (Available at the following link: http://www.dscr.dla.mil/userweb/sarguide.doc )

3.0 Order ID Deliverables:

The contractor shall provide engineering and management services for various SAR development to include mechanical, electro-mechanical, hydraulic, pneumatic and structural components, assemblies or other items as required by the Government. The objectives of this contract are to establish a list of qualified vendors to procure engineering services leading to source development for over-priced or hard-to-procure aircraft items. The types of engineering services include:

· Data modeling development

· Prototype development

· Testing

· Source approval request (SAR) development to include pricing

3.1 PROGRAM DELIVERABLE REQUIREMENTS

The contractor shall provide digital exchange of product/process data support, including Computer Aided Design (CAD) and Computer Aided Manufacturing (CAM) systems including:

· Technical illustrations

· Engineering drawings

· Electrical / electronic applications

· Workflow processes

· Technical Documents

· Test Samples

· Technical Data packages

The contractor shall have competency in data exchange technologies to accomplish such activities as, but not limited to:

· Exchange of large quantities of engineering and technical support data among diverse computer systems.

· Exchange of digital information between organizations or systems for the conduct of business by electronic means.

· Development of data and technical document interfaces

· Implementation of digital product / process data sharing

· Implementation of Product Data Management (PDM) data structure

· Development of workflow management processes in an Integrated Data Environment (IDE).

· Documentation of IDE processes.

The contractor shall maintain a single management focal point with decision authority and maintain a supporting program management system to accomplish the administrative, managerial, financial and technical aspects of VESST.

4.0 Acronyms/Abbreviations:

· Computer Aided Design (CAD)

· Computer Aided Manufacturing (CAM)

· Defense Logistics Agency (DLA)

· Defense Supply Center Richmond (DSCR)

· DLA Aviation Supply Chain (DLA ASC)

· Engineering Support Activities (ESA)

· Government Furnished Equipment (GFE)

· Government Furnished Material (GFM)

· Integrated Data Environment (IDE).

· non-recurring engineering (NRE)

· Product Data Management (PDM)

· Source Approval Request (SAR)

· Value Engineering and Sourcing Support Tool - (VESST)

5.0 Period of Performance of this contract shall be in effect for five years from the date of inception. The Government may exercise options by providing written notice to the Contractor no later than 60 days prior to the expiration of the proceeding term.

6.0 Government Furnished Material (GFM) and Government Furnished Equipment (GFE) may be provided to support the individual delivery orders. In such cases the GFM and GFE clauses of any resultant contract will be supplemented by specific delivery and disposition instructions provided in corresponding individual delivery orders. Additionally, if Government facilities are provided, they will be specified in the individual delivery orders. The designated Government Delivery Order Manager will provide the contractor access, when allowed, to all Government-furnished informational facilities, material, equipment, and services as required to complete each of the individual delivery orders. The contractor shall provide the documentation necessary to gain access to sensitive or proprietary data.

6.1 GOVERNMENT FURNISHED INFORMATION (GFI)

To the maximum practicable extent, the Government will provide available information needed to support individual delivery orders in electronic format. The contractor is responsible to assure the completeness and correctness of the data before performance and completion of the individual delivery orders. Required data types, formats and transmission media will be specified by the individual delivery orders.

7.0 Contractor Furnished Items and Services:

7.1 The contractor shall acquire any additional hardware and software not provided by the Government as required to accomplish each delivery order. The contractor is required to maintain software integrity in accordance with the licensing agreement of the vendor.

8.0 Other Information:

8.1 QUALITY ASSURANCE

The contractor shall provide and maintain a quality control system that meets the requirements of MIL-I-45208A, MIL-Q-9858A, ISO 9000, or equivalent system. At the Government's request, the contractor shall provide their quality program manual, including a matrix that traces the provisions of the requirements to the contractor’s documented procedures. At Government’s discretion, the contractor may be subjected to periodic audit/assessment of the contractor’s quality program to ensure that the program is consistent with the above requirements.

8.2 RISK MANAGEMENT

The ordering Contracting Officer reserves the right to request a risk mitigation plan for mitigating major risks identified in accordance with the individual delivery orders. The plan shall outline major risks to executing the proposed program concept.

8.3 POST-AWARD CONFERENCES

The Government will host a joint Post-Award Conference for all successful awardees at a Government designated facility within thirty days after contract award. All key contract participants (Government and Contractor's) shall attend. The Procurement Contracting Officer (PCO) will notify all prime contractors of a specific date, location and agenda within ten calendar days after contract award.

Upon request from the Contractor a separate Post-Award Conference may be held with the winner of each individual delivery order that is issued against the basic contract.

9.0 Points of Contact:

9.1 Client Representative

Ralph Newlon Chief Engineering & Technology Div Aviation Engineering Directorate

(804) 279- 5226

Client Technical Representative Paul Plonski Chief, Sourcing and Reliability Programs Branch (804)279-5913

Client Funding Representative Robert Pavkov Financial Analyst

(804) 279-6086

9.2 GSA Representative

GSA/9QFAE

Mr. Felipe San Nicolas Technology Project Executive 3375 Koapaka Street, Suite I590 Honolulu, Hawaii 96819 Ph. 808 541-2715 Fax 808 541-3604 Cell 808 265-1102 Felipe.sannicolas@gsa.gov

Renee M. Hicks Senior Contracting Officer, Phone: 808)541-1171 U.S. General Services Administration Federal Acquisition Service (FAS) Acquisition Operations Division (AOD)

10.0 Miscellaneous Items:

10.1 Personal Services:

This delivery order is not to be used to procure personal services as prohibited by the Federal Acquisition Regulation (FAR) Part 37.104 titled “Personal Services Contract”.

10.2 Intellectual Property:

This delivery order is funded by the US Government and therefore all intellectual property generated and/or delivered pursuant to this contract will be subject to appropriate federal acquisition regulations which entitle the Government to unlimited license rights in technical data and computer software developed exclusively with Government funds.

10.3 Limited Use of Data and Data Rights

Performance of this effort may require the contractor to access and use data and information proprietary to a Government agency or Government contractor which is of such a nature that its dissemination or use, other than in performance of this effort, would be adverse to the interests of the Government and/or others.

10.3.1 Contractor and contractor personnel shall not divulge or release data or information developed or obtained during performance of this effort, until made public by the Government, except authorized by Government personnel or upon written approval of the Contracting Officer. The contractor shall not use, disclose, or reproduce data developed or obtained during the performance of this effort or other proprietary data that bears a restrictive legend, other than as required in the performance of this effort. Nothing herein shall preclude the use of any data independently acquired by the contractor without such limitations or prohibit an agreement at no cost to the Government between the contractor and the data owner which provides for greater rights to the contractor.

10.3.2. The following FAR citations are hereby incorporated regarding Data Rights:

52.227-14 -- Rights in Data – General.

Rights in Data -- General (Dec 2007)

(a) Definitions. As used in this clause-- “Computer database” or “database” means a collection of recorded information in a form capable of, and for the purpose of, being stored in, processed, and operated on by a computer. The term does not include computer software.

“Computer software”—

(1) Means

(i) Computer programs that comprise a series of instructions, rules, routines, or statements, regardless of the media in which recorded, that allow or cause a computer to perform a specific operation or series of operations; and

(ii) Recorded information comprising source code listings, design details, algorithms, processes, flow charts, formulas, and related material that would enable the computer program to be produced, created, or compiled.

(2) Does not include computer databases or computer software documentation.

“Computer software documentation” means owner’s manuals, user’s manuals, installation instructions, operating instructions, and other similar items, regardless of storage medium, that explain the capabilities of the computer software or provide instructions for using the software.

“Data” means recorded information, regardless of form or the media on which it may be recorded. The term includes technical data and computer software. The term does not include information incidental to contract administration, such as financial, administrative, cost or pricing, or management information.

“Form, fit, and function data” means data relating to items, components, or processes that are sufficient to enable physical and functional interchangeability, and data identifying source, size, configuration, mating, and attachment characteristics, functional characteristics, and performance requirements. For computer software it means data identifying source, functional characteristics, and performance requirements but specifically excludes the source code, algorithms, processes, formulas, and flow charts of the software.

“Limited rights” means the rights of the Government in limited rights data as set forth in the Limited Rights Notice of subparagraph (g)(2) if included in this clause.

“Limited rights data” means data, other than computer software, that embody trade secrets or are commercial or financial and confidential or privileged, to the extent that such data pertain to items, components, or processes developed at private expense, including minor modifications.

”Restricted computer software” means computer software developed at private expense and that is a trade secret; is commercial or financial and is confidential or privileged; or is copyrighted computer software, including minor modifications of the computer software.

“Restricted rights,” as used in this clause, means the rights of the Government in restricted computer software, as set forth in a Restricted Rights Notice of paragraph (g) if included in this clause, or as otherwise may be provided in a collateral agreement incorporated in and made part of this contract, including minor modifications of such computer software.

“Technical data” means recorded information (regardless of the form or method of the recording) of a scientific or technical nature (including computer databases and computer software documentation). This term does not include computer software or financial, administrative, cost or pricing, or management data or other information incidental to contract administration. The term includes recorded information of a scientific or technical nature that is included in computer databases (See 41 U.S.C. 403(8)).

“Unlimited rights” means the right of the Government to use, disclose, reproduce, prepare derivative works, distribute copies to the public, and perform publicly and display publicly, in any manner and for any purpose, and to have or permit others to do so.

(b) Allocation of rights.

(1) Except as provided in paragraph (c) of this clause, the Government shall have unlimited rights in—

(i) Data first produced in the performance of this contract;

(ii) Form, fit, and function data delivered under this contract;

(iii) Data delivered under this contract (except for restricted computer software) that constitute manuals or instructional and training material for installation, operation, or routine maintenance and repair of items, components, or processes delivered or furnished for use under this contract; and

(iv) All other data delivered under this contract unless provided otherwise for limited rights data or restricted computer software in accordance with paragraph (g) of this clause.

(2) The Contractor shall have the right to—

(i) Assert copyright in data first produced in the performance of this contract to the extent provided in paragraph (c)(1) of this clause;

(ii) Use, release to others, reproduce, distribute, or publish any data first produced or specifically used by the Contractor in the performance of this contract, unless provided otherwise in paragraph (d) of this clause;

(iii) Substantiate use of, add or correct limited rights, restricted rights, or copyright notices and to take other appropriate action, in accordance with paragraphs (e) and (f) of this clause; and

(iv) Protect from unauthorized disclosure and use those data that are limited rights data or restricted computer software to the extent provided in paragraph (g) of this clause.

(c) Copyright—

(1) Data first produced in the performance of this contract.

(i) Unless provided otherwise in paragraph (d) of this clause, the Contractor may establish, without prior approval of the Contracting Officer, claim to copyright in scientific and technical articles based on or containing data first produced in the performance of this contract and published in academic, technical or professional journals, symposia proceedings or similar works. The prior, express written permission of the Contracting Officer is required to assert copyright in all other data first produced in the performance of this contract.

(ii) When authorized to assert copyright to the data, the Contractor shall affix the applicable copyright notices of 17 U.S.C. 401 or 402, and acknowledgment of Government sponsorship (including contract number).

(iii) For data other than computer software, the Contractor grants to the Government, and others acting on its behalf, a paid-up, nonexclusive, irrevocable worldwide license in such copyrighted data to reproduce, prepare derivative works, distribute copies to the public, and perform publicly and display publicly, by or on behalf of the Government. For computer software, the Contractor grants to the Government and others acting on its behalf, a paid-up nonexclusive, irrevocable worldwide license in such copyrighted computer software to reproduce, prepare derivative works, and perform publicly and display publicly (but not to distribute copies to the public) by or on behalf of the Government.

(2) Data not first produced in the performance of this contract. The Contractor shall not, without prior written permission of the Contracting Officer, incorporate in data delivered under this contract any data not first produced in the performance of this contract unless the Contractor—

(i) Identifies the data; and

(ii) Grants to the Government, or acquires on its behalf, a license of the same scope as set forth in subparagraph (c)(1) of this clause or; if such data are restricted computer software, the Government shall acquire a copyright license as set forth in subparagraph (g)(4) of this clause (if included in this contract) or as otherwise provided in a collateral agreement incorporated in or made part of this contract.

(3) Removal of copyright notices. The Government will not remove any authorized copyright notices placed on data pursuant to this paragraph (c), and will include such notices on all reproductions of the data.

(d) Release, publication and use of data. The Contractor shall have the right to use, release to others, reproduce, distribute, or publish any data first produced or specifically used by the Contractor in the performance of this contract, except—

(1) As prohibited by Federal law or regulation (e.g., export control or national security laws or regulations);

(2) As expressly set forth in this contract; or

(3) If the Contractor receives or is given access to data necessary for the performance of this contract which contain restrictive markings, the Contractor shall treat the data in accordance with such markings unless otherwise specifically authorized otherwise in writing by the Contracting Officer.

(e) Unauthorized marking of data.

(1) Notwithstanding any other provisions of this contract concerning inspection or acceptance, if any data delivered under this contract are marked with the notices specified in paragraph (g)(3) or (g)(4) of this clause and use of the notices is not authorized by this clause, or if such data bears any other restrictive or limiting markings not authorized by this contract, the Contracting Officer may at any time either return the data to the Contractor, or cancel or ignore the markings. However, pursuant to 41 U.S.C. 253d, the following procedures shall apply prior to canceling or ignoring the markings.

(i) The Contracting Officer will make written inquiry to the Contractor affording the Contractor 60 days from receipt of the inquiry to provide written justification to substantiate the propriety of the markings;

(ii) If the Contractor fails to respond or fails to provide written justification to substantiate the propriety of the markings within the 60-day period (or a longer time approved in writing by the Contracting Officer for good cause shown), the Government shall have the right to cancel or ignore the markings at any time after said period and the data will no longer be made subject to any disclosure prohibitions.

(iii) If the Contractor provides written justification to substantiate the propriety of the markings within the period set in subdivision (e)(1)(i) of this clause, the Contracting Officer will consider such written justification and determine whether or not the markings are to be canceled or ignored. If the Contracting Officer determines that the markings are authorized, the Contractor will be so notified in writing. If the Contracting Officer determines, with concurrence of the head of the contracting activity, that the markings are not authorized, the Contracting Officer will furnish the Contractor a written determination, which determination shall become the final agency decision regarding the appropriateness of the markings unless the Contractor files suit in a court of competent jurisdiction within 90 days of receipt of the Contracting Officer’s decision. The Government shall continue to abide by the markings under this paragraph (e)(1)(iii) until final resolution of the matter either by the Contracting Officer’s determination becoming final (in which instance the Government will thereafter have the right to cancel or ignore the markings at any time and the data will no longer be made subject to any disclosure prohibitions), or by final disposition of the matter by court decision if suit is filed.

(2) The time limits in the procedures set forth in subparagraph (e)(1) of this clause may be modified in accordance with agency regulations implementing the Freedom of Information Act (5 U.S.C. 552) if necessary to respond to a request thereunder.

(3) Except to the extent the Government’s action occurs as the result of final disposition of the matter by a court of competent jurisdiction, the Contractor is not precluded by paragraph (e) of this clause from brining a claim, in accordance with the Disputes clause of this contract, that may arise as a result of the Government removing or ignoring authorized markings on data delivered under this contract.

(f) Omitted or incorrect markings.

(1) Data delivered to the Government without any restrictive markings shall be deemed to have been furnished with unlimited rights. The Government is not liable for the disclosure, use, or reproduction of such data.

(2) If the unmarked data has not been disclosed without restriction outside the Government, the Contractor may request, within 6 months (or a longer time approved by the Contracting Officer in writing for good cause shown) after delivery of such data, permission to have authorized notices placed on qualifying data at the Contractor’s expense, and the Contracting Officer may agree to do so if the Contractor—

(i) Identifies the data to which the omitted notice is to be applied;

(ii) Demonstrates that the omission of the notice was inadvertent;

(iii) Establishes that the use of the proposed notice is authorized; and

(iv) Acknowledges that the Government has no liability for the disclosure, use, or reproduction of any data made prior to the addition of the notice or resulting from the omission of the notice.

(3) If data has been marked with an incorrect notice, the Contracting Officer may—

(i) Permit correction of the notice at the Contractor’s expense if the Contractor identifies the data and demonstrates that the correct notice is authorized, or

(ii) Correct any incorrect notices.

(g) Protection of limited rights data and restricted computer software.

(1) The Contractor may withhold from delivery qualifying limited rights data or restricted computer software that are not data identified in paragraphs (b)(1)(i), (ii), and (iii) of this clause. As a condition to this withholding, the Contractor shall—

(i) Identify the data being withheld; and

(ii) Furnish form, fit, and function data instead.

(2) Limited rights data that are formatted as a computer database for delivery to the Government shall be treated as limited rights data and not restricted computer software.

(3) [Reserved]

(h) Subcontracting. The Contractor shall obtain from its subcontractors all data and rights therein necessary to fulfill the Contractor’s obligations to the Government under this contract. If a subcontractor refuses to accept terms affording the Government such rights, the Contractor shall promptly notify the Contracting Officer of the refusal and shall not proceed with the subcontract award without authorization in writing from the Contracting Officer.

(i) Relationship to patents or other rights. Nothing contained in this clause shall imply a license to the Government under any patent or be construed as affecting the scope of any license or other right otherwise granted to the Government.

(End of Clause)

52.227-16 -- Additional Data Requirements.

Additional Data Requirements (Jun 1987)

(a) In addition to the data (as defined in the clause at 52.227-14, Rights in Data -- General clause or other equivalent included in this contract) specified elsewhere in this contract to be delivered, the Contracting Officer may, at any time during contract performance or within a period of 3 years after acceptance of all items to be delivered under this contract, order any data first produced or specifically used in the performance of this contract.

(b) The Rights in Data -- General clause or other equivalent included in this contract is applicable to all data ordered under this Additional Data Requirements clause. Nothing contained in this clause shall require the Contractor to deliver any data the withholding of which is authorized by the Rights in Data -- General or other equivalent clause of this contract, or data which are specifically…