Attachment 04 - 20240402 - SECTION J ATT - Special K Instructions.pdf

W9113M24R0070 Attachment 04 Special Contract Instructions Design, Development, Demonstration, and Integration II (D3I2) Domain 1 02 April 2024 (REV 00)

SECTION J

SPECIAL CONTRACT INSTRUCTIONS

The following sections will be incorporated into the resultant contract.

1.0. CHANGES TO TEAM COMPOSITION.

a. The composition of the prime contractor’s core team structure is an integral part for successful performance of the basic contract and its task orders (TOs). As such, any changes to the existing major subcontractor/team member structure must be approved by the responsible procuring contracting officer (KO). (Note that this section does not apply to non-major subcontractors.) (Further note that the terms defined below are only applicable to this document.)

(1) The term “major subcontractor” is defined as any subcontractor (or team member, if applicable) for which the prime contractor proposes to perform 20% or more of the total labor hours.

(2) The term “team member” is defined as a member of either a formal or informal joint venture agreement for this acquisition.

(3) The term “team” is defined as the prime contract offeror, all team members, and all major subcontractors.

(4) Note that although the Government encourages subcontracting and formal/informal teaming arrangements to provide the best solution to the Government requirements, exclusive agreements between prime contract offerors/prime contractors and its subcontractors/team members will not be recognized.

b. Notwithstanding paragraph 1.0.a. above, additions or other changes to the prime contractor’s major subcontractor/team member structure will be considered only under extreme and unusual circumstances. When requesting such changes, the prime contractor shall provide the KO at least 150 calendar days advanced notice of its intent.

However, if contractor is changing its team to meet a specific TO requirement, then the contractor may include the information in the TO proposal submission. The advance notice/submission shall include the information requested in paragraphs 1-5 below.

(1) The proposed major subcontractor’s/team member’s: (a) corporate name; (b) corporate address; (c) website; and (d) point of contact name, phone number, and e-mail address.

(2) A detailed discussion on the role the contemplated subcontractor/team member will serve on the team, to include the following minimum information.

Design, Development, Demonstration and Integration II (D3I2) Domain 1

(a) Identification of the specific Statement of Work (SOW) Performance Requirements (PRs) and Technical Support Areas (TSAs) that will be supported.

(b) Anticipated percentage hours that the subcontractor/team member will perform for each of these PRs and TSA(s), as well as for the total contract.

(c) Impact that the addition of the subcontractor/team member will have on the previous allocation of hours among existing major subcontractors/team members proposed for the original contract.

(d) How/why the addition of the subcontractor/team member will enhance the prime contractor’s ability to satisfy the requirements of the contract.

(3) Unless waived or modified by the KO, a cost/price proposal is required for the proposed major subcontractor in the same format and level of detail required by the solicitation for this contract (include only the available contract periods). The prime contractor shall use the cost proposal worksheet required by the solicitation for this contract incorporating the contemplated major subcontractor.

(4) A description of the contemplated major subcontractor’s/team member’s recent and relevant performance history. The description shall include up to two (2) contracts/TOs for which it has performed as a prime contractor or subcontractor within the past three (3) years.

(5) Unless the prime contractor has an approved purchasing system, all information required by paragraph (e)(1) of Federal Acquisition Regulation (FAR) 52.244-2, Subcontracts, not previously provided in response to paragraph 1.0.b(1) through paragraph 1.0.b(4) above. The Government’s decision to approve or disapprove the prime contractor’s request to change its major subcontractor/team member structure will carefully consider the impacts that such changes may have had on the original basis of award for this contract in terms of cost/price and technical and management capability.

c. The prime contractor, regardless of its purchasing system approval status, shall submit a revised team composition/subcontractor listing to the KO by the 30th of January and June of each calendar year, respectively. The list shall be submitted as a revision to Contracts Data Requirement List (CDRL) A111, of the basic contract and shall highlight any new subcontractors/team members, and strikethrough those that are no longer part of the team. If a major subcontractor is being added during this period and has not been previously approved, then the changes to team composition rules apply. If there are no changes to the team composition/major subcontractor listing, then a notification to the KO is still required.

2.0. TO PROCEDURES.

a. Incurred costs. The prime contractor shall incur costs under this basic contract only in the performance of TOs and modifications to TOs issued by the KO. No other costs are authorized without the express written consent of the KO.

b. Basic contract, TO conflict. All TOs are subject to the terms and conditions of the basic contract; if they do not conflict with the basic contract, additional terms and conditions may be applicable to individual TOs. In the event of a conflict between a TO and the basic contract, the basic contract will take precedence.

c. Department of Defense (DD) Form 1155s; TO minimum requirements.

(1) All services to be performed under this contract will be set forth in individual TOs issued on a DD Form 1155, Order for Supplies or Services. Unless one of the statutory exceptions at FAR 16.505(b)(2)(i), Ordering (as supplemented), applies or a statute expressly authorizes or requires that the purchase is to be made from a specified source, a fair opportunity selection process (to include the evaluation criteria and their order of importance) will be stated in each Task Order Requirements Package (TORP).

In urgent situations, the Government reserves the right to issue TOs on an undefinitized basis (any such undefinitized order will be definitized in accordance with [IAW] Defense Federal Acquisition Regulation Supplement [DFARS] 252.217-7027, Contract Definitization).

(2) Unless waived by the KO, TORPs and TOs will include at a minimum: (i) contract type (firm-fixed-price [FFP] and cost-plus-fixed-fee [CPFF] [completion or term forms]);

(ii) a performance-based description of the requirement to be performed; (iii) the required delivery dates or overall periods of performance; (iv) list of Government-furnished property (if any); (v) list of required deliverables; (vi) travel, other direct costs (ODCs) and/or material costs authorized (if applicable); (vii) security requirements (if any); and (viii) place of performance. Deliverables may consist of (but are not limited to) manufactured and/or assembled end items, equipment, prototypes, technical reports, studies, analyses, charts, reports, briefing notes, tabulations, view graphs, computer software, materials, and presentations. Unless otherwise directed by the KO, the prime contractor shall initiate task performance promptly upon the receipt of a fully executed TO or as otherwise directed by the KO at the time of TO issuance. The signed TO will incorporate all items agreed upon during TO proposal (TOP) interchanges.

(3) Note that applicable Secure Environment Contracting (SEC) procedures as stated elsewhere in this contract (for example, see Section 7.0 below), in a specific TO, or as applicable at time of TORP development and/or release, may dictate processes other than those stated in paragraph 2.0.c or elsewhere in this Section J attachment.

d. TO solicitation.

(1) Fair opportunity will be provided to each prime contractor to be considered for all TO requirements exceeding the micro-purchase threshold unless one of the statutory exceptions at FAR 16.505(b)(2)(i), Ordering (as supplemented), applies or a statute expressly authorizes or requires that the purchase be made from a specified source.

(2) All TO requirements will be solicited via a TORP. (See paragraph 2.0.c above regarding undefinitized actions. Additionally, a responsible KO can waive the TORP requirement if only one prime contractor expresses interest in a published requirement, or a fair opportunity exception is authorized.)

(a) All TORPs will include applicable proposal preparation instructions, evaluation criteria, and selection information. For competitive TORPs, prime contractors will normally be provided thirty (30) to sixty (60) calendar days to submit a TOP; however, the response time may be increased or decreased on a case-by-case basis at the discretion of the KO based on the urgency and/or complexity of individual TORP requirements.

(b) Any proposal received after the TORP specified date and time for receipt of proposals will be deemed late, will not be considered, and will be ineligible for TO issuance. (Note that a responsible KO may accept a late TO proposal if a receipt exception applies or if deemed in the best interest of the Government to do so, such as if only one proposal is received.)

(c) Subject to any SEC protocol requirements, TORPs, TOPs, TOs, and all modifications will be transmitted electronically, and receipt (via e-mail response) will be acknowledged by both parties within 24 hours. Depending on the classification level, other arrangements can be made at the discretion of the KO.

(3) Subject to SEC protocols, for each issued TORP each prime contractor is required to notify the Government, via e-mail to the KO within five (5) calendar days after issuance of the TORP, of its intent to submit or not submit a proposal.

(a) If a prime contractor declines to submit a TOP, then the prime contractor shall provide the basis for such to the KO within the stated five (5) calendar day period.

(i) Furthermore, if the stated intent is not to submit a proposal, and the issued TORP provided for a proposal response time of less than 30 calendar days, then the declination a TOP submission shall also state whether a proposal would be submitted if a 30-calendar day proposal response time was permitted.

(ii) If less than two (2) prime contractors intend to submit a proposal based on a response time of less than 30 calendar days, and one or more prime contractors state that a proposal would be submitted if a 30-calendar day response time was permitted, then the TORP may be re-issued with a 30-calendar day proposal submission deadline.

(iii) If only one prime contractor specifies the intent to submit a proposal based on the original (i.e., less than 30 calendar days) response time, and no other prime contractor states that a 30-calendar day response time would result in a proposal submission, then the TORP will continue to be processed with the originally issued proposal submission requirement.

(b) Note that the Government reserves the right to only solicit those prime contractors who provide a notice of intent to submit a proposal. Additionally, if only one proposal is received, then the Government further reserves the right to evaluate the proposal using an acceptable/unacceptable evaluation approach (or other suitable proposal evaluation approach), as well as alpha contracting techniques (to include direct negotiations with the prime contract offeror).

e. TOPs.

(1) Accomplishment of TO requirements.

(a) TOPs submitted in response to issued TORPs shall be based on the prime contractor’s most efficient and effective approach for accomplishing the TO’s PRs in consideration of any other requirements and/or constraints identified by the TORP.

(b) TOPs shall be in sufficient detail for the Government to understand the proposed approach IAW the TORP submittal instructions and evaluation criteria and permit the Government to readily evaluate the TOP per the TO evaluation criteria. When the approach is based upon assumptions, the prime contractor shall clearly state any assumptions and implications of the assumptions, to include technical, management, schedule and cost implications. These assumptions will also be provided as part of the prime contractor’s cost proposal. The TOP shall not reiterate or simply agree to the requirements in the TORP but shall address the prime contractor’s approach and rationale supporting the approach. Note that subcontractor/team member assumptions shall also be addressed in any subcontractor/team member submissions, as applicable.

(c) If a TOP has data rights assertions, then TORP Exhibit B entitled “Instructions Pertaining to Assertions Regarding Data Rights and Intellectual Property at the Task

Order Level” shall be completed and submitted as part of the prime contractor’s TOP. If a TOP has subject inventions, then TORP Exhibit C entitled “Subject Invention Reporting Instructions” shall be followed. Note that subcontractor/team member data rights assertions shall also be addressed in any subcontractor/team member submissions, as applicable.

(2) Cost-type TORPs.

(a) The prime contractor is required to propose cost information for each issued cost type TORP. The cost proposal shall include a narrative discussion of proposed cost, addressing the requirements. Cost proposals submitted solely as spreadsheets without narrative will be rejected without evaluation. The development of cost estimates and/or prices for all TOPs shall adhere to the requirements stated below. (Note:

contractor costs associated with the preparation, submission and/or negotiation of any TOP shall not be allowable as a direct charge to the Government.)

(b) The multiple award indefinite delivery indefinite quantity (MAIDIQ or IDIQ) basic contract(s) has established Contract Rate Tables-Prime for the prime contractor and separate Contract Rate Tables-Major Subcontractor for the major subcontractors as set forth in Attachment 05, Cost Price Proposal Worksheet. These contract rate tables contain fully burdened labor rates (FBLRs) (base labor rates plus applicable indirect burdens and fee) by labor category for Government site and contractor site locations for both contiguous United States (CONUS) and High-Cost CONUS areas. For estimating purposes of CPFF TOP labor, an offeror will use the cost per hour rates, fee per hour rates, and total FBLR rates established in the appropriate contract rate tables to calculate the TOP’s CPFF total cost, fixed fee and total price. (Note that the contract rate tables contain FBLRs for prime contractor and major subcontractors only.) Should any non-major subcontractor work be required for a TORP, then the non-major subcontract costs will be proposed using the rates as set forth in the Contract Rate Tables-Prime. In no event shall proposed labor rates for CPFF TOPs deviate from the total cost per hour, fixed fee per hour, and price per hour as set forth in the Contract Rate Tables located at Attachment 05, Cost Price Proposal Worksheet, except as set forth below.

(i) For CPFF TORPs requiring support of contingency operations/exercises in areas outside of the contiguous United States (OCONUS) (referred to as a theater of operations), proposed estimated labor cost rates may be increased to incorporate allowances specified by the U.S. Department of State Standardized Regulations (DSSR). The amount and applicability of these allowances (e.g., danger pay and post differentials) shall be governed by, and shall not exceed the limitations of, the current DSSR at the time of TO issuance. For all such rates proposed, the prime contractor shall fully delineate the proper application of these allowances to the existing rates set forth in the appropriate contract rate table (s) located at Attachment 05, Cost Price Proposal Worksheet. All such rates shall be proposed, evaluated and negotiated on a TO-by-TO basis.

(ii) This basic contract includes contract rate tables for both CONUS and High- Cost CONUS areas. The CONUS Contract Rate Tables shall be used for estimating CPFF TOPs for all CONUS work unless the TORP’s primary performance location is in Alaska, Hawaii, or Washington D.C. For TORPs requiring primary performance in Alaska, Hawaii, or Washington D.C., the High-Cost CONUS Contract Rate Tables shall be used for estimating TOP labor costs. For CPFF TORPs requiring primary performance in “high-cost areas” other than Alaska, Hawaii, and Washington D.C. (i.e., employees will be permanently stationed in the high-cost area), the proposed rates may deviate from the estimated labor cost rates in the High-Cost Contract Rate Tables located at Attachment 05, Cost Price Proposal Worksheet, to levels commensurate with prevailing labor costs in the area of performance. However, the prime contractor shall fully substantiate the development of the proposed rates to include the delineation of and basis for proposed direct and indirect costs, and fixed fee for all prime contractor, and major subcontractors. All such rates shall be proposed, evaluated and negotiated on a TO-by-TO basis.

(iii) CPFF TOPs shall be proposed by calendar year. Prime contractors shall apply the applicable total cost and fixed fee rates by calendar year established in the Contract Rate Tables (Attachment 05, Cost Price Proposal Worksheet) to its proposed resource mix (i.e., allocation of Direct Productive Person Hours [DPPH] among proposed labor categories) to establish total proposed CPFF cost and fixed fee under CPFF TOPs. For any TO effort that extends beyond the calendar years included in the Contract Rate Tables, the prime contractor shall use the Contract Rate Table’s total cost and fixed fee rates for the last calendar year to price any TO out-year.

(3) FFP-type TORPs. The Contract Rate Tables shall not be used for pricing FFP TOs. All FFP TO prices will be proposed and negotiated during FFP TO competition. In responding to FFP TORPs, the prime contractor’s FFP TOP price shall use the labor categories identified in Attachment 02, Labor Category Descriptions and Minimum Requirements, as set forth in Section J of this contract. Additional labor categories or variations of these categories shall not be proposed.

(4) Government site/contractor site rates. The prime contractor shall propose Government site rates and contractor site rates IAW the Government’s anticipated allocation of performance set forth in individual TORPs. Any temporary or intermittent performance (i.e., generally less than 20% of the total DPPH) in Government facilities shall be priced with contractor site rates.

(5) Labor categories. All proposals shall use the categories of labor identified in Attachment 02, Labor Category Descriptions and Minimum Requirements, as set forth in Section J of this contract. Additional labor categories or variations of these categories shall not be proposed.

(6) Travel, ODC, and/or material costs.

(a) Cost-type TOs.

(i) Individual TORPs may specify the total dollar amount of travel, ODC and/or material (commonly referred to as a “plug number” or a “not-to-exceed” amount) that will be inclusive of the vendor’s applicable burden rates and fee (when applicable). Fee is not allowed on travel, so it will be handled on a cost reimbursement basis. ODC and/or material will be handled on a CPFF basis. In these cases, the TORP specified total dollar amount will represent the total travel (cost), ODC (CPFF), and/or material (CPFF) price. The CPFF fee amount will be the result of applying the contract offeror’s proposed fee percentage to the TORP specified ODC, and/or material amount. The difference between the total TORP specified ODC, and/or material amount and the total fee dollars will represent the total cost for the ODC, and/or material portion of the order.

Note that the resulting TOP price cannot exceed the TORP specified amount (for example, if a TORP ODC plug specified amount is $100,000 and the prime contract offeror proposes a fee of 10%, then the prime contract offeror’s TOP price cannot exceed $100,000 and must include its fee [$90,000 for ODCs and $10,000 for 10% fee]).

(ii) Conversely, TORPs may require prime contractors to estimate necessary travel costs, ODC and/or materials, to include applicable burden costs, and provide the basis of estimate thereof.

(b) FFP-type TOs. Individual TORPs issued on a FFP basis will require the prime contractor to propose a FFP based on the TORP requirements and its proposed approach for accomplishing those requirements.

(7) Certified cost/pricing data. Unless required by Federal law, regulation, or policy, certified cost or pricing data will not be required for competitive TORPs. Note that if adequate competition is not obtained, then unless an exception at FAR 15.403-1(b) applies, the Government will request a Certificate of Current Cost or Pricing Data in accordance with DFARS 252.215-7008, Only One Offer.

f. TOP evaluation.

(1) TO competitions will typically employ a best value, trade-off analysis in evaluating proposals and making TO selection decisions. However, a lowest price/technically acceptable (or “LPTA”) fair opportunity selection approach may be used if determined appropriate by the Government. The KO may exercise broad discretion to use streamlined evaluation techniques, such as oral presentations, question and answers, plus/minus (+/-), etc. to evaluate TOPs. Each TORP will state the evaluation criteria and technique that will be used. Per paragraph 2.0.d(3)(b) above, note that if only one proposal is received, then that the Government reserves the right to evaluate the proposal using an acceptable/unacceptable evaluation approach (or other suitable proposal evaluation approach), as well as alpha contracting techniques (to include direct negotiations with the prime contract offeror).

(2) Broad discretion will be exercised by the KO in selecting the appropriate evaluation criteria and evaluation technique, which may consider factors relating to task-specific technical and management approaches, past experience, and cost/price.

The Government reserves the right to employ these or any other criteria deemed appropriate for each individual TO. Actual evaluation criteria and its relative importance will be clearly identified in each issued TORP.

(3) All TO evaluations, regardless of the evaluation technique used, will consider how an offeror’s assertions regarding data rights and intellectual property may affect other aspects of the TO effort and the Government’s ability to use, modify, reproduce, release, perform, display or disclose the resulting technical data and computer software for Government purposes. Offeror requirements for identifying applicable technical data/documentation and asserting such rights in accordance with pertinent regulations (e.g., DFARS 252.227-7013, Rights in Technical Data-Other Than Commerical Products and Commercial Services; DFARS 252.227-7014, Rights in Other Than Commercial Computer Software and Other Than Commercial Computer Software Documentation; DFARS 252.227-7015, Techical Data-Commercial Products and Commercial Services; DFARS 252.227-7017, Identification and Assertion of Use, Release, or Disclosure Restrictions; and DFARS 252.227-7028, Technical Data or Computer Software Previously Delivered to the Government, respectively) will be specified in each issued TORP.

(4) All TO evaluations will further assess each offeror’s certification regarding organizational conflicts of interest (OCI) pursuant to the OCI provisions in the basic contract, and the acceptability of any proposed mitigation plans as applicable.

g. Fair opportunity selection process. The Government intends to evaluate and issue TOs without conducting interchanges with prime contractors but reserves the right to do so at the discretion of the KO. If the KO elects to hold interchanges, then the KO may conduct interchanges with only the best-suited offeror(s) with the most highly rated proposals. After the evaluation of all TO proposals and conclusion of all interchanges (if held), and subject to specific TORP instructions, typically the Government will make a fair opportunity selection as described below.

(1) For TORPs issued on a best value/tradeoff basis, the Government will select for award the proposal that represents the best overall value to the Government considering the relative importance of the TORP established evaluation criteria.

Therefore, the Government may select for award the proposal that offers the best overall value, but not the lowest price. Note that a TOP must meet all TORP requirements and all non-cost factors (and subfactors, if used) and must receive at least an Acceptable rating (as defined in the TORP instructions) to be eligible for TO issuance (a Marginal rating, as defined in the TORP instructions, for any factor [or subfactor, if used] will deem the TOP ineligible for TO issuance).

(2) For TORPs issued on a best value/LPTA basis, the Government will select for award the lowest-priced offeror submitting a proposal determined by the Government to be technically acceptable pursuant to the minimum requirements established by the TORP. Note that a TOP must meet all TORP requirements and all non-cost factors (and subfactors, if used) must receive at least an Acceptable rating to be eligible for TO issuance (an Unacceptable rating, as defined in the TORP instructions, for any factor [or subfactor, if used] will deem the TOP ineligible for TO issuance).

(3) As noted above, the Government reserves the right to use other evaluation techniques such as oral presentations, question and answers, plus/minus (+/-), etc. to evaluate TOPs.

(4) Each TORP will state the evaluation criteria and technique that will be used.

h. Technical Direction (TD). Specific TDs to perform certain aspects of work under the TO performance work statement (PWS) for cost-type, term and cost-type completion TO efforts may be issued to the prime contractor through the means of a TD. (Note that TDs can also be used for FFP-type TOs.) TDs authorize the performance of such work by refining the underlying requirement’s scope, breadth and/or timing; TDs direct the performance of refined requirements and/or changed priorities within the TO PWS.

(1) While limited, FFP-type TOs can be incrementally funded, and TDs can be used for FFP-type TOs. At a minimum, each TD will include the following information.

(a) The contract line-item number (CLIN(s))/subCLIN (SLIN(s)) and associated amounts for each under which funding applicable to the TD is contained.

(b) Number of DPPH to be delivered in performance of the TD (for cost-type term TOs only).

(c) Amount of estimated labor cost type applicable to the TD.

(d) Amount of travel cost that may not be exceeded (if applicable).

(e) Amount of ODC that may not be exceeded (if applicable).

(f) Time period in which the DPPH requirement must be delivered or completed.

(g) Description of the tasks to be performed pursuant to the TD, to include the identification of the specific TO PWS section and paragraph under which the task falls.

(h) Description of any deliverables required and associated milestones/delivery dates.

(i) Any other direction or information as may be required to successfully achieve the objectives of the TO.

(2) The Government will not issue, and the prime contractor shall not accept any TD that provides direction outside the parameters of the issued TO. A TD will not in any way alter or modify the scope or terms of either the issued TO or the basic contract.

Pursuant to FAR 52.243-7, Notification of Changes, the prime contractor shall notify the KO within five (5) calendar days if it believes it has received such direction.

(3) The prime contractor shall provide a streamlined technical and cost/price proposal for the TD and may be required to submit a TO management plan for each issued TD in accordance with CDRL A047, Management Plan.

(4) TDs are not intended to replace informal direct communication or nondirective information between the prime contractor, the prime contractor’s team members/subcontractors, and Government personnel. TDs may be modified, cancelled, or superseded at any time by issuance of a new TD; however, TDs shall not in way alter or modify the scope or terms of the specific TO or exceed the performance period of the

TO.

(5) A modification to the TO will be processed to incorporate the TD.

i. TO options. Pursuant to FAR 52.217-9, Option to Extend the Term of the Contract, and FAR 52.217-8, Option to Extend Services, TORPs and resulting TOs issued under this contract may include options to provide additional periods of support and/or “surge” options to provide additional support within a TOs given performance period.

Additionally, if applicable, a TO may be extended due to circumstances beyond the control of cognizant contracting office such delays associated with a protest or other litigation associated with a follow-on or subsequent TO (the KO may include an option clause [see FAR 17.208(f), Solicitation Provisions and Contract Clauses] in TORPs and TOs that will enable the Government to require continued performance of any services within the limits and at the rates specified in the TO for a period not to exceed six (6) months).

j. TO invoicing and payment.

(1) Submission of invoices for TO performance shall be IAW DFARS 252.232-7006, Wide Area Work Flow Payment Instructions.

(2) For cost type TOs, payment shall be made IAW the requirements of FAR 52.216- 7, Allowable Cost and Payment. Billing and reimbursement of allowable labor, travel, materials, and ODC expenditures under cost type TOs shall be based on actual costs incurred. Fixed fee under cost type TOs shall be billed and paid as it accrues in monthly or bi-weekly installments, subject to the requirements of FAR 52.216-8, Fixed Fee.

(3) For FFP type TOs, payment shall be made IAW the requirements of FAR 52.232- 1, Payments, or FAR 52.232-2, Payments under Fixed-Price Research and Development Contracts, as applicable.

k. Changes. The prime contractor shall not exceed the funding specified in each TO or TD. Any authorized changes to task content, estimated cost, schedules, and final deliverables shall be documented by a modification to the TO and TD.

3.0 OTHER DIRECT COSTS (ODCs)

a. The prime contractor shall provide all resources necessary to perform resulting TOs issued under this contract.

b. This contract allows for the purchase of materials (as defined by FAR 45.101, Definitions), equipment (as defined by FAR 45.101, Definitions), hardware, software, contractor acquired services (see paragraph e below), and in some cases special test equipment (STE) in direct support of the individual TOs.

(1) The performance requirements defined in the SOW include (but are not limited to) technology gap identification, design, development, modernization, fabrication, integration, modification, and testing of limited quantity production, prototypes, systems, subsystems, components, sub-components, technologies, innovations, processes, and architectures.

(2) In addition, the requirements include delivery, product transition, fielding, sustainment, operations, and maintenance of research and development (R&D) projects, R&D systems and sub-systems, and prototypes.

c. Reimbursement for allowable, allocable, and reasonable ODCs and applicable indirect rates will be paid to the prime contractor to the extent that such costs are necessary and integral to the performance of specific CPFF TOs issued under this basic contract. Accountability of such property (both Contractor-Acquired Property [CAP] and Government Furnished Property [GFP]) shall be maintained by the contractor until it is delivered to the Government, or otherwise disposed of in accordance with Government direction.

d. All ODCs with an estimated cost at or above $25,000 (unless further specified at the TO level) that the prime contractor intends to direct charge to the CPFF TO, requires the prior written approval of the KO. ODCs with an estimated cost below $25,000 (unless further specified at the TO level) will be approved by the contracting officer’s representative (COR). However, the prime contractor shall obtain the written approval of the KO prior to the purchase or lease of any of the following items intended to be utilized on an incidental basis:

(1) Information Technology (IT) hardware, software, and/or firmware;

(2) IT support equipment;

(3) Printing and/or reproduction equipment;

(4) Telecommunications (as defined by DFARS 239.7401, Acquisition of Information Technology) equipment;

(5) Support services for any/all of the above; and

(6) All other items that could be considered as falling within the definition of a facility or facilities, which for purpose of this subsection means a physical building or any portion thereof (including land integral to the operation), equipment, individually or collectively, or any other tangible capital asset, wherever located, and whether owned or leased by the contractor.

e. Prime contractor requests for approval to incur costs for or otherwise purchase ODCs shall include a detailed description and/or specifics of all proposed ODC items. Lump sum estimates without an explanation of the composition of the ODCs is not acceptable.

(1) Prime contractors without a Government approved purchasing system shall provide documentation demonstrating the reasonableness of the proposed purchase price (e.g., competitive quotes, sole source justification, rationale (if not awarding to the lowest priced offeror), cost/price analysis, etc.) for any single purchase exceeding $25,000 (unless otherwise specified at the TO level).

(2) Prime contractors with a Government approved purchasing system must keep price reasonableness documentation on file to support periodic purchasing system reviews by the Government.

(3) For all purchases, when a specific make and model is proposed, the prime contractor shall provide justification as to why the requirement can only be met by “specific make and model.” Indication by the Government of a preferred or desired make or model does not constitute adequate justification.

f. For all software purchases, copies of End User License Agreement shall be provided to the KO for review and concurrence.

g. Contractor acquired services that provide a benefit only to the TO exclusive of major and non-major subcontractor labor shall be priced as ODCs. These services may be defined as follows: 1) consumable services such as maintenance or repair of test equipment, rental of facilities, consulting services, etc. that are contracted for as “total package services”; 2) services not already included in an awarded labor category at the D3I2 contract level; or 3) short-term or intermittent services.

4.0. STE

a. As used in this section, STE means either single or multipurpose integrated test units engineered, designed, fabricated, or modified to accomplish special purpose testing in performing a contract. It consists of items or assemblies of equipment, including standard or general-purpose items or components that are interconnected and interdependent so as to become a new functional entity for special testing purposes. It does not include material, special tooling, facilities (except foundations and similar improvements necessary for installing special test equipment), and plant equipment items used for general plant testing purposes.

b. The prime contractor may either acquire STE at Government expense, or, as noted in 4.0.c. below, the Government may furnish STE or components when the equipment is not otherwise itemized in this contract and the prior approval of the KO has been obtained. At least 30 calendar days in advance of purchase, the prime contractor shall provide the KO with a written notice of the prime contractor's intention to acquire the STE. As a minimum, the notice shall also include an estimated aggregate cost of all items and components of the equipment the individual cost of which is less than $5,000, and the following information on each item or component of equipment costing $5,000 or more.

(1) The end use application and function of each proposed special test unit, identifying special characteristics and the reasons for the classification of the test unit as special test equipment.

(2) A complete description identifying the items to be acquired and the items to be fabricated.

(3) The estimated cost of the item of STE or component.

(4) A statement that intra-plant screening of prime contractor and Government-owned STE and components has been accomplished and that none are available for use in performing this contract.

c. The Government may furnish any STE or components rather than approve the acquisition. Such Government-furnished items shall be subject to the Government Property clause, except that the Government shall not be obligated to deliver such items any sooner than the prime contractor could have acquired or fabricated them after expiration of the 30-calendar day notice period in paragraph b of this clause. However, unless the Government notifies the prime contractor of its decision to furnish the items within the 30-calendar day notice period, the prime contractor may proceed to acquire the equipment or components subject to any other applicable provisions of this contract.

d. In any subcontract that provides that STE or components may be acquired for the Government, the prime contractor shall insert provisions that conform substantially to the language of this clause, including this paragraph. The prime contractor shall furnish the names of such subcontractors to the KO.

e. If an engineering change requires the acquisition of new special test equipment or substantial modification of existing special test equipment, the prime contractor shall comply with paragraph 4.0.b above. In so complying, the prime contractor shall identify the change order which requires the proposed acquisition or modification.

f. The prime contractor will identify when such items are included in payment requests and provide recommended updates to be incorporated into the TO GFP/STE exhibit.

5.0. COOPERATIVE-EDUCATION AND INTERN PROGRAM.

a. Definitions.

(1) Co-Op Program. A partnership among the student, educational institution, and employer, with specified responsibilities structured for each party by the educational institution.

(2) Intern Program. Based on a company policy pertaining to the hiring and management of interns, the prime contractor presents a hands-on learning experience to qualified college/university candidates in a supportive, mentoring environment.

b. Responsibilities. The prime contractor is authorized to establish a Co-Op Program and/or Intern Program for performing work under this contract. Under either a Co-Op Program or an Intern Program, the college/university teaches basic facts, theories, and principles, while the employer provides the opportunity for a student to apply these facts, theories, and principles to practical work situations and problems. The prime contractor provides the student with assignments of increasing challenge and responsibility. The prime contractor evaluates the work of the student and discusses the results with that student. The prime contractor is responsible for supervising the work of the student.

c. Approval process. Prior to hiring an Intern and/or Co-Op to perform work under a TO, the prime contractor shall obtain written concurrence from the KO.

6.0. PATENTS-REPORTING OF SUBJECT INVENTIONS.

a. The interim and final invention reports shall be submitted on DD Form 882, Report of Inventions and Subcontracts, see https://www.esd.whs.mil/Portals/54/Documents/DD/forms/dd/dd0882.pdf under the heading "Other Information for Contractors." IAW DFARS 252.227-7038, Patent Rights-Ownership by the Contractor (Large Business) and 252.227-7039, Patents-Reporting of Subject Inventions, interim reports shall be furnished every twelve

(12) months and final reports shall be furnished within three (3) months after completion of the contracted work (for IDIQs, at the completion of each TO). IAW FAR 27.305-2(e), Administration of Patent Rights Clauses, when a contractor fails to disclose a subject invention the applicable withholding of payments provision may be invoked.

b. The prime contractor shall include the clause at DFARS 252.227-7039, Patents- Reporting of Subject Inventions, in all subcontracts with small businesses and nonprofit organizations, regardless of tier, for experimental, developmental, or research work.

https://www.esd.whs.mil/Portals/54/Documents/DD/forms/dd/dd0882.pdf

c. The prime contractor shall account for the interim and final invention reports submitted by the subcontractor(s). The prime contractor's invention reports shall contain a copy of each of the subcontractor's invention reports.

7.0. SEC.

a. Definitions.

(1) Classified contract. For purposed of SEC procedures, IAW Army Regulation (AR) 715-30, Secure Environment Contracting, any contract that requires or will require access to classified information by the contractor or the contractor’s employees in the performance of the contract. A contract may be classified even though the contract document is unclassified.

(2) Secure environment contract. IAW AR 715-30 a “secure environment contract” is defined as: “(1) [c]ontracts involving SAP [special access program] requirements, (2) contracts involving SCI [sensitive compartmented information] requirements (other than for purely personnel clearance purposes), (3) contracts funded with intelligence contingency funds, (4) FMA [foreign materiel acquisition program requirements, see AR 381–26]; (5) collaterally classified top secret contracts, and (6) contracts where the true identity of either or both parties must be concealed (see AR 381–102).”

(3) Encryption. The process of encoding a message so that it can be only read by the sender and the intended recipient. Encryption systems often use two keys, a public key, available to anyone, and a private key that allows only the recipient to decode the message.

(4) Password protection. A methodology used to prevent unauthorized access to a file or document (such as a pdf file or Microsoft Word document) by using a certificate or password that a recipient must enter before the document or file can be opened or viewed. In the event that a pdf does not have the capability to be password protected (such as the file being disabled by the creator), then use Outlook encrypted and signed emails; if the receiver does not have a DoD Common Access Card (CAC) and/or the capability to receive Outlook encrypted emails, then use DoD Secure Access File Exchange (SAFE) with the encryption option. (Note that if encryption via email or DoD SAFE are unavailable, then alternative dissemination methods [such as use of commercial server email with password protection of attachments] for covered documentation will be considered on a case-by-case basis with approval by the responsible COR, which will include COR coordination with the cognizant United States Government [USG] security office.)

(5) DoD Secure Access File Exchange (DoD SAFE). A web-based tool that provides authenticated DoD CAC users and guests (unauthenticated users) the capability to securely send and receive large files, including files that are too large to be transmitted via email. Guests can receive files from CAC users and (only if CAC users requested files) send files to CAC users. Notification is achieved via email. DoD SAFE is approved for transfer Personally Identifiable Information (PII) and Protected Health Information (PHI) data. DoD SAFE utilizes the latest web browser encryption transport protocols to secure files when they are in transit. Files uploaded into DoD SAFE can be encrypted if the sender selects the corresponding check box on the DoD SAFE site. DoD SAFE users are responsible for ensuring they encrypt PII and PHI data. DoD SAFE is for Unclassified Use Only. DoD SAFE is accessed at https://safe.apps.mil/.

b. SEC policy and procedures, TO applicability.

(1) Certain TOs under this basic contract will involve SEC requirements; all SEC TOs shall adhere to policies and procedures under AR 715-30, Secure Environment Contracting, as well as then current United States Army Space and Missile Defense Command (USASMDC), Army Contracting Command-Redstone Arsenal (ACC-RSA) and/or customer SEC policies and procedures.

(2) SEC policies and procedures must be used for a classified contract/secure environment contract as defined above.

(a) Contracts with SAP requirements (see paragraph 3-12 of AR 715-30, Secure Environment contracting, and AR 380-381, Special Access Programs (SAPs) and Sensitive Activities.

(b) Contracts involving SCI requirements (other than for purely personnel clearance purposes) (see AR 380-28, Army Sensitive Compartmented Information Security Program).

(c) Contracts funded with intelligence contingency funds.

(d) Foreign materiel acquisition program requirements (see AR 381-26, Army Foreign Materiel Program).

(e) Collaterally classified Top Secret (TS) contracts.

(f) Contracts where the true identity of either or both parties must be concealed (see AR 381-102, U.S. Army Cover Program).

c. SEC interim protocols. To be compliant with AR 715-30, Secure Environment Contracting, USASMDC and ACC-RSA SMD/SP have established interim SEC procedures until formal written SEC guidance is provided by the Headquarters Department of the Army. Note that the prime contractor and its subcontractors/team members will adhere to the latest guidance in AR 715-30, as well as USASMDC and ACC-RSA Space, Missile Defense and Special Programs (SMD/SP) SEC interim guidance; if there is a conflict between this section and latest guidance from AR 715-30 or USASMDC and ACC-RSA SMDC/SP SEC interim guidance, then the latter guidance will be followed; as needed, USASMDC and ACC-RSA SMDC/SP SEC interim procedures will be modified to incorporate best practices.

(1) Procedures. The following procedures are implemented to meet the intent of AR 715-30, as well as the requirements of USASMDC and ACC-RSA SMD/SP SEC interim guidance, when transmitting or receiving unclassified, non-marked acquisition documents and correspondence associated with requirements that require TS, SAP, or SCI access for contractor performance. Note that classified information will not be sent via the procedures stated below; classified information will only be sent via the appropriate platform with suitable markings. Also note that personnel shall ensure that they are, at a minimum, reviewing the USASMDC security classification guide (SCG) (or the appropriate SCG) when implementing these procedures.

(a) Non-Secure Internet Protocol (NIPR) email encryption. For USG personnel and contractor employees who can send and access encrypted email via NIPR, then correspondence (which may include attachments without the need for password protection) can be transmitted and received using this methodology. If USG personnel or contractor employees cannot send or receive encrypted emails, then DoD SAFE procedures must be used as outlined below.

(b) DoD SAFE.

(i) If the procedures described under paragraph 7.0.c(1)(a) are unavailable, then documentation will be sent via encryption, using the DoD SAFE on NIPR. For example, if a contractor does not have the ability to read or send encrypted emails, then a USASMDC COR may send a general note to the contractor via NIPR email stating that a document is being sent via the DoD SAFE and in turn the contractor shall submit its response to the USASMDC COR via the DoD SAFE.

(ii) If encryption via email or DoD SAFE is unavailable, then alternative dissemination methods (such as use of commercial server email with password protection of attachments) for covered documentation will be considered on a case-by-case basis with approval by the responsible COR, which will include COR coordination with the cognizant USG security office.

(2) Army Centralized Contracts & Security (ACCS). All Army SCI contracts requiring SCI will still be processed through the ACCS, which is overseen by the Contractor Support Element; ACCS is an unclassified system that requires CAC or a username and password for access.

(3) National Industrial Security Program (NISP) Contracts Classification System (NCCS). NCCS is the enterprise federal information system supporting DoD, other Federal Agencies under NISP agreement, and cleared industry. All Army contracts will be processed through the NCCS, which Defense Counterintelligence and Security Agency assumed operational control and development responsibility. NCCS is designed to deliver a centralized repository for the collection of contract security requirements while automating the DD Form 254 (DoD Contract Security Classification Specification) processes and workflows across the enterprise. It is an unclassified system that required CAC or a username and password for access.

(4) Classified information. Note that the interim SEC protocols describe in this section do not apply to information involving classified information (Confidential, Secret or TS), which must be handled in accordance with applicable authorities.

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