Draft_RFP_SETA_V_14_Nov.pdf

FA0021-15-R-0004

Section A - Solicitation/Contract Form

SECTION A - SOLICITATION/CONTR

CONTINUATION OF SECTION A

Item 9: Sealed offers in original Reference Section L, L-0004, Table 2.1 copies for furnishing the supplies or services in the Schedule will be received at the place specified in Item 8 or if hand carried, in the depository located in HQ AFSOC/765SCONF, 427 Cody Ave, Bldg 90333, 2nd Floor, Suite 215, Hurlburt, Field, FL 32544-5407 until 3:00 PM local time TBD 2015 for Volumes I, II, III, V, & VI; and 12:30 PM local time TBD 2015 for Volume IV.

Item 12: Shall read not less than 180 days.

Section B - Supplies or Services and Prices

ITEM NO SUPPLIES/SERVICES MAX

QUANTITY

UNIT UNIT PRICE MAX AMOUNT

0001 UNDEFINED Lot Direct Labor - Fixed Labor Rates

FFP

(1) The Contractor shall provide non-personal services using the labor categories and rates specified in Attachment 1 to the SETA V contract. (2) The Firm Fixed- Price Task Order (TO) award of $ __________ for on-site labor is based on the Contractor's proposed and awarded CME cost to perform services and provide deliverables identified in the Statement of Work for the period __________ to__________. Contractor's TO proposal, dated ___________(insert date) is incorporated by reference. (3) Payment for satisfactory performance and acceptance of required deliverables by the government shall be made (a) in 12 equal installments of $ __________ per month; or (b) with initial partial payment of $ __________; 11 equal payments of $ __________; and a final partial payment of $ __________. ***Exception: When CME vacancies occur, monthly payments shall be reduced commensurate with reduction in CMEs as awarded.

Provide standard formula for calculating payment reductions to the CO for review and approval prior to invoicing reduced payments. Approved formula for calculating reductions shall be consistently applied to all Firm Fixed-Price TOs when CME vacancies exist. Provide calculations used to reduce the monthly payment via e-mail to the CO/CA administering the TO prior to invoicing, and document reduction in the WAWF invoice description by including verbiage "Monthly payment is reduced due to (Labor Category) vacancy from (dd - dd mm yy)," i.e., (Staff Analyst II) (1 - 10 Jan 14). Reduced monthly payments shall continue until the vacancy is filled with an equal or more qualified contractor employee approved by the CO; or other appropriate action is taken by the CO. ***

(4) Funds are not presently available for performance beyond _________. Award amount in CLIN 0001 of $__________ is funded for $ __________ in SubCLIN 0001AA, with remaining $ __________ subject to the appropriate availability of funds clause. (5) **NOTE: This TO is written for a full 12-months; however, it is anticipated that the position may convert to Civil Service on or before ___________. Once the date of conversion is confirmed, the government will provide the contractor a revised PWS and request a revised cost proposal. The revised cost proposal will be evaluated by the CO. Once determined reasonable and approved, excess funding, if any, will be de-obligated. Should the conversion not take place prior to the scheduled date, the TO will be modified to incrementally fund for the period of time required to continue service until a date for conversion can be confirmed, not to exceed the 12-month period of performance as stated in the PWS and original TO award.

FOB: Destination

SIGNAL CODE: A

MAX

NET AMT

UNIT UNIT PRICE MAX AMOUNT

000101 UNDEFINED

Direct Labor - Fixed Period

FFP

Incremental Funding for CLIN 0001

MAX

NET AMT

UNIT UNIT PRICE MAX AMOUNT

0002 UNDEFINED Lot Direct Labor - Labor Hours

LH

The Contractor shall provide non-personal services using the labor categories and rates specified in Attachment 1 to this contract.

TOT MAX PRICE

UNIT UNIT PRICE MAX AMOUNT

000201 UNDEFINED

Direct Labor - Labor Hours

LH

Incremental Funding for CLIN 0002

TOT MAX PRICE

UNIT UNIT PRICE MAX AMOUNT

0003 UNDEFINED Lot Travel - Cost Reimbursable

COST

All travel is Government directed and shall be approved on a Letter of Identification (LOI) - Official Travel of Government Contractors (ref PWS Appendix B) at least 5 days prior to travel. Authorized travel under this item shall be reimbursed at cost as limited by FAR 31.205-46(a). The Not to Exceed (NTE) amount will be identified on individual Task Orders. ***Travel shall be invoiced without any allowance for G&A, profit or fee. ***

MAX COST

UNIT UNIT PRICE MAX AMOUNT

000301 UNDEFINED

Travel - Cost Reimbursable

COST

Incremental Funding for CLIN 0003. This incremental funding is expected to extend the period of performance until _____________________. The contractor is not authorized to incur costs in excess of the funded amount, including costs of termination, prior to written receipt of additional funding.

UNIT UNIT PRICE MAX AMOUNT

0004 UNDEFINED Lot Materials - Cost Reimbursable

COST

Materials purchased shall be in support of CLINs 0001 and 0002 and reimbursed at actual costs in accordance with FAR 31.205-26. Pre-approval by the COR and CO is required prior to purchase of materials. Material purchases under this CLIN does not include administrative supplies normally consumed and included as part of G&A expenses. Not to Exceed (NTE) amount will be identified on individual Task Order if funding is added for materials over and above incidental items listed above. ***Materials shall be invoiced without any allowance for profit or fee. ***

UNIT UNIT PRICE MAX AMOUNT

000401 UNDEFINED

Materials - Cost Reimbursable

COST

Incremental Funding for CLIN 0004. The contractor is not authorized to incur costs in excess of the funded amount, including costs of termination, prior to written receipt of additional funding.

UNIT UNIT PRICE MAX AMOUNT

0005 UNDEFINED Lot

DATA

COST

Not separately priced - Contractor shall furnish data in accordance with DD Form 1423-2 -- Contract Data Requirements List (CDRL), reference Attachment 4, Appendix E. CDRLS A001 - A012 will be identified, as required, on individual Task Orders. The cost of preparing, formatting, reproducing and delivering data in accordance with the contract requirements will be included in

CLIN 0001 & 0002.

UNIT UNIT PRICE MAX AMOUNT

000501 UNDEFINED Lot

DATA

COST

Not Separately Priced, this SUBCLIN is for data deliverables under Contract Data Requirements List (CDRL) items, both at the Contract level and the Task Order level.

UNIT UNIT PRICE MAX AMOUNT

0006 UNDEFINED Lot OCONUS Mission Essential Expenses

COST

This CLIN is reserved for OCONUS Mission Essential Expenses for Salary / Allowances / Differential / Danger Pay / and other direct or indirect expenses associated with the requirement. Reference Special Contract Requirement H- 0022 and PWS para 4.5. Salary will be paid at the Fully Burdened Labor Rates negotiated at time of TO award. *** Profit, or fee will not be paid on any allowances under this CLIN. ***

UNIT UNIT PRICE MAX AMOUNT

000601 UNDEFINED Lot OCONUS Mission Essential Expenses

COST

Incremental Funding for CLIN 0006. The contractor is not authorized to incur costs in excess of the funded amount, including costs of termination, prior to written receipt of additional funding.

UNIT UNIT PRICE MAX AMOUNT

0007 UNDEFINED Lot Overtime (Non-A&AS Support)

COST

On-Call Overtime to support Non-A&AS services. Overtime charges shall be approved prior to performance by the COR and CO and shall not exceed the ceiling price of the CLIN. Overtime rate shall be established at time of TO award. Employees covered by the Service Contract Act of 1965 shall be compensated in accordance with FAR Clause 52.222-41. Overtime premium percentages shall be applied to base pay only and not to any increase in pay attributable to allowances under Special Contract Requirement H-0022.

UNIT UNIT PRICE MAX AMOUNT

000701 UNDEFINED Lot Overtime (Non-A&AS Support)

COST

Incremental Funding for CLIN 0007. The contractor is not authorized to incur costs in excess of the funded amount, including costs of termination, prior to written receipt of additional funding.

UNIT UNIT PRICE MAX AMOUNT

0008 UNDEFINED Lot New Mexico Gross Receipts Tax

COST

This CLIN is reserved for reimbursement of New Mexico Gross Receipt Tax (NMGRT). ***NMGRT shall be invoiced without any allowance for profit or fee. To receive reimbursement, the Contractor shall comply with invoicing instructions provided at Contract Section G – 0008 - Invoicing Instructions for Reimbursement of NMGRT.

UNIT UNIT PRICE MAX AMOUNT

000801 UNDEFINED Lot New Mexico Gross Receipts Tax

COST

Incremental Funding for CLIN 0008. The contractor is not authorized to incur costs in excess of the funded amount, including costs of termination, prior to written receipt of additional funding.

SECTION B-GENERAL INFORMATION

GENERAL INFORMATION

B – 0001 CONTRACT MINIMUM/MAXIMUM (IAW FAR 52.216-22)

For the purposes of paragraph (b) of the clause entitled “Indefinite Quantity,” the total minimum amount per awardee, over the life of that contract, shall be $3,000.00 to be awarded at time of initial contract award. The total maximum amount for all awardees shall be $45,000,000.00 aggregate for the combination of all Task Orders (TOs), written against awarded contract(s), during the entire period of performance. There is no maximum amount the Government may expend on a yearly basis.

CONTRACT MINIMUM/MAXIMUM QUANTITY AND CONTRACT VALUE

The minimum quantity and contract value for all orders issued against this contract shall not be less than the minimum quantity and contract value stated in the following table. The maximum quantity and contract value for all orders issued against this contract shall not exceed the maximum quantity and contract value stated in the following table.

MINIMUM

QUANTITY

MINIMUM

AMOUNT

MAXIMUM

QUANTITY

MAXIMUM

AMOUNT

$3,000.00 $45,000,000.00

CLIN DELIVERY/TASK ORDER MINIMUM/MAXIMUM QUANTITY AND CLIN ORDER VALUE

The minimum quantity and order value for the given Delivery/Task Order issued for this CLIN shall not be less than the minimum quantity and order value stated in the following table. The maximum quantity and order value for the given Delivery/Task Order issued for this CLIN shall not exceed the maximum quantity and order value stated in the following table.

CLIN

MINIMUM

QUANTITY

MINIMUM

AMOUNT

MAXIMUM

QUANTITY

MAXIMUM

0001 - 000806

B – 0002 CLAUSES AND PROVISIONS

Clauses and provisions of the Federal Acquisition Regulation (FAR) and supplements thereto are incorporated in this document by reference and in full text. Those incorporated by reference have the same force and effect as if they were given in full text. Clauses and provisions in this document are numbered in sequence, but will not necessarily appear in consecutive order. Sections K, L and M will be physically removed from any resultant award(s), but Section K shall be incorporated by reference in award(s).

B – 0003 REQUIRED SERVICES

a. The contractor shall provide services required by specific task descriptions / requirements contained in each Task Order issued during the duration of the contract.

b. This is an Indefinite Delivery, Indefinite Quantity (IDIQ) type contract. Most Task Orders (TOs) will be awarded on a Firm-Fixed Price basis with Cost Reimbursable line items; however, occasionally, there may be some Labor- Hour (LH) TOs awarded.

CLAUSES INCORPORATED BY FULL TEXT

52.222-2 PAYMENT FOR OVERTIME PREMIUMS (JUL 1990)

(a) The use of overtime is authorized under this contract if the overtime premium cost does not exceed (To be negotiated at time of TO award and identified in CLIN 0007) or the overtime premium is paid for work --

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

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

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

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

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

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

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

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

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

* Insert either "zero" or the dollar amount agreed to during negotiations. The inserted figure does not apply to the exceptions in paragraph (a)(1) through (a)(4) of the clause.

252.237-7019 TRAINING FOR CONTRACTOR PERSONNEL INTERACTING WITH DETAINEES (JUN

2013)

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

Combatant Commander means the commander of a unified or specified combatant command established in accordance with 10 U.S.C. 161.

Detainee means a person in the custody or under the physical control of the Department of Defense on behalf of the United States Government as a result of armed conflict or other military operation by United States armed forces.

Personnel interacting with detainees means personnel who, in the course of their duties, are expected to interact with detainees.

(b) Training requirement. This clause implements Section 1092 of the National Defense Authorization Act for Fiscal Year 2005 (Pub. L. 108-375).

(1) The Combatant Commander responsible for the area where a detention or interrogation facility is located will arrange for training to be provided to contractor personnel interacting with detainees. The training will address the international obligations and laws of the United States applicable to the detention of personnel, including the Geneva Conventions. The Combatant Commander will arrange for a training receipt document to be provided to personnel who have completed the training.

(2)(i) The Contractor shall arrange for its personnel interacting with detainees to--

(A) Receive the training specified in paragraph (b)(1) of this clause--

(1) Prior to interacting with detainees, or as soon as possible if, for compelling reasons, the Contracting Officer authorizes interaction with detainees prior to receipt of such training; and

(2) Annually thereafter; and

(B) Provide a copy of the training receipt document specified in paragraph (b)(1) of this clause to the Contractor for retention.

(ii) To make these arrangements, the following points of contact apply:

(Contracting Officer to insert applicable point of contact information cited in PGI 237.171-3(b).)

(3) The Contractor shall retain a copy of the training receipt document(s) provided in accordance with paragraphs (b)(1) and (2) of this clause until the contract is closed, or 3 years after all work required by the contract has been completed and accepted by the Government, whichever is sooner.

(c) Subcontracts. The Contractor shall include the substance of this clause, including this paragraph (c), in all subcontracts, including subcontracts for commercial items, that may require subcontractor personnel to interact with detainees in the course of their duties.

(End of clause)

CLIN DELIVERY/TASK ORDER MINIMUM/MAXIMUM QUANTITY AND CLIN ORDER

VALUE

The minimum quantity and order value for the given Delivery/Task Order issued for this CLIN shall not be less than the minimum quantity and order value stated in the following table. The maximum quantity and order value for the given Delivery/Task Order issued for this CLIN shall not exceed the maximum quantity and order value stated in the following table.

CLIN

MINIMUM

QUANTITY

MINIMUM

AMOUNT

MAXIMUM

QUANTITY

MAXIMUM

000101

000201

000301

000401

000501

000601

000701

000801

52.222-2 PAYMENT FOR OVERTIME PREMIUMS (JUL 1990)

(a) The use of overtime is authorized under this contract if the overtime premium cost does not exceed (To be negotiated at time of TO award and identified in CLIN 0007) or the overtime premium is paid for work --

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

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

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

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

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

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

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

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

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

* Insert either "zero" or the dollar amount agreed to during negotiations. The inserted figure does not apply to the exceptions in paragraph (a)(1) through (a)(4) of the clause.

252.237-7019 TRAINING FOR CONTRACTOR PERSONNEL INTERACTING WITH DETAINEES (JUN

2013)

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

Combatant Commander means the commander of a unified or specified combatant command established in accordance with 10 U.S.C. 161.

Detainee means a person in the custody or under the physical control of the Department of Defense on behalf of the United States Government as a result of armed conflict or other military operation by United States armed forces.

Personnel interacting with detainees means personnel who, in the course of their duties, are expected to interact with detainees.

(b) Training requirement. This clause implements Section 1092 of the National Defense Authorization Act for Fiscal Year 2005 (Pub. L. 108-375).

(1) The Combatant Commander responsible for the area where a detention or interrogation facility is located will arrange for training to be provided to contractor personnel interacting with detainees. The training will address the international obligations and laws of the United States applicable to the detention of personnel, including the Geneva Conventions. The Combatant Commander will arrange for a training receipt document to be provided to personnel who have completed the training.

(2)(i) The Contractor shall arrange for its personnel interacting with detainees to--

(A) Receive the training specified in paragraph (b)(1) of this clause--

(1) Prior to interacting with detainees, or as soon as possible if, for compelling reasons, the Contracting Officer authorizes interaction with detainees prior to receipt of such training; and

(2) Annually thereafter; and

(B) Provide a copy of the training receipt document specified in paragraph (b)(1) of this clause to the Contractor for retention.

(ii) To make these arrangements, the following points of contact apply:

(Contracting Officer to insert applicable point of contact information cited in PGI 237.171-3(b).)

(3) The Contractor shall retain a copy of the training receipt document(s) provided in accordance with paragraphs (b)(1) and (2) of this clause until the contract is closed, or 3 years after all work required by the contract has been completed and accepted by the Government, whichever is sooner.

(c) Subcontracts. The Contractor shall include the substance of this clause, including this paragraph (c), in all subcontracts, including subcontracts for commercial items, that may require subcontractor personnel to interact with detainees in the course of their duties.

Section C - Descriptions and Specifications

DESCRIPTIONS AND SPECIFICATION

SECTION C

PWS

Work required by Contract Line Items in SECTION B shall be performed in accordance with the following:

CONTRACT LINE ITEM #S DESCRIPTION/SPECIFICATIONS PAGES

All

Performance Work Statement (PWS) for Systems Engineering and Technical Assistance (SETA V) Services, with Appendices (Attachment 4)

24 Pages (excluding Appendices)

Section D - Packaging and Marking

PACKAGING AND MARKING

D – 0001 TRANSMITTING CLASSIFIED MATERIAL

Material will be packed to conceal it properly and to avoid suspicion as to contents, and to reach destination in satisfactory condition. Internal markings or internal packaging will clearly indicate the classification. NO

NOTATION TO INDICATE CLASSIFICATION WILL APPEAR ON EXTERNAL MARKINGS (EXTERIOR

CONTAINERS). See Chapter 4 of the National Industrial Security Program Operating Manual (DOD 5220.22-M) for complete instructions.

D – 0002 Packaging and Marking - F.O.B. Destination

All data and material to be shipped under this contract shall be packaged and packed to conform with carrier requirements per FAR Clause 52.247-34, F.O.B. Destination, incorporated by reference in the contract. The information on the outside of the package shall clearly state the shipping address, contract number, device number, and any other "MARK FOR" information required for easy identification without opening the package. The interior of the package shall contain the same information.

Section E - Inspection and Acceptance

LOCAL CLAUSES

E – 0001 DATA APPROVAL

When Government approval is required, and a suspense time is not provided in the data item or elsewhere in the contract or Task Order, the Government shall approve and/or furnish written comments to the Contractor within thirty (30) calendar days after receipt of each data item. Upon written communication, this suspense time may be extended by mutual agreement between the parties. In the event resolution cannot be reached and approval furnished and the Contractor is impacted by this lack of approval, the Contractor shall proceed on the basis of Government comments. Data will be approved at Hurlburt Field, FL, or as specified in the Task Order Statement of Work.

E – 0002 DD FORM 1423 DATA INSPECTION AND ACCEPTANCE

The Inspection and Acceptance for Data items are as shown on DD Form 1423 attached hereto, or as specified in each TO PWS.

INSPECTION AND ACCEPTANCE TERMS

Supplies/services will be inspected/accepted at:

CLIN INSPECT AT INSPECT BY ACCEPT AT ACCEPT BY

ALL Destination Government Destination Government

INSPECTION AND ACCEPTANCE TERMS

Supplies/services will be inspected/accepted at:

CLIN INSPECT AT INSPECT BY ACCEPT AT ACCEPT BY

0001 Destination Government Destination Government 000101 Destination Government Destination Government 0002 Destination Government Destination Government 000201 Destination Government Destination Government 0003 Destination Government Destination Government 000301 Destination Government Destination Government 0004 Destination Government Destination Government 000401 Destination Government Destination Government 0005 Destination Government Destination Government 000501 Destination Government Destination Government 0006 Destination Government Destination Government 000601 Destination Government Destination Government 0007 Destination Government Destination Government 000701 Destination Government Destination Government 0008 Destination Government Destination Government 000801 Destination Government Destination Government

CLAUSES INCORPORATED BY REFERENCE

52.246-4 Inspection Of Services--Fixed Price AUG 1996 52.246-15 Certificate of Conformance APR 1984 52.246-16 Responsibility For Supplies APR 1984

52.246-6 INSPECTION--TIME-AND-MATERIAL AND LABOR-HOUR (MAY 2001)

(a) Definitions. As used in this clause –

"Contractor's managerial personnel," means any of the Contractor's directors, officers, managers, superintendents, or equivalent representatives who have supervision or direction of--

(1) All or substantially all of the Contractor's business;

(2) All or substantially all of the Contractor's operation at any one plant or separate location where the contract is being performed; or

(3) A separate and complete major industrial operation connected with the performance of this contract.

"Materials," includes data when the contract does not include the Warranty of Data clause.

(b) The Contractor shall provide and maintain an inspection system acceptable to the Government covering the material, fabricating methods, work, and services under this contract. Complete records of all inspection work performed by the Contractor shall be maintained and made available to the Government during contract performance and for as long afterwards as the contract requires.

(c) The Government has the right to inspect and test all materials furnished and services performed under this contract, to the extent practicable at all places and times, including the period of performance, and in any event before acceptance. The Government may also inspect the plant or plants of the Contractor or any subcontractor engaged in contract performance. The Government shall perform inspections and tests in a manner that will not unduly delay the work.

(d) If the Government performs inspection or test on the premises of the Contractor or a subcontractor, the Contractor shall furnish and shall require subcontractors to furnish all reasonable facilities and assistance for the safe and convenient performance of these duties.

(e) Unless otherwise specified in the contract, the Government shall accept or reject services and materials at the place of delivery as promptly as practicable after delivery, and they shall be presumed accepted 60 days after the date of delivery, unless accepted earlier.

(f) At any time during contract performance, but not later than 6 months (or such other time as may be specified in the contract) after acceptance of the services or materials last delivered under this contract, the Government may require the Contractor to replace or correct services or materials that at time of delivery failed to meet contract requirements. Except as otherwise specified in paragraph (h) of this clause, the cost of replacement or correction shall be determined under the Payments Under Time-and-Materials and Labor-Hour Contracts clause, but the "hourly rate" for labor hours incurred in the replacement or correction shall be reduced to exclude that portion of the rate attributable to profit. The Contractor shall not tender for acceptance materials and services required to be replaced or corrected without disclosing the former requirement for replacement or correction, and, when required, shall disclose the corrective action taken.

(g)(1) If the Contractor fails to proceed with reasonable promptness to perform required replacement or correction, and if the replacement or correction can be performed within the ceiling price (or the ceiling price as increased by the Government), the Government may--

(i) By contract or otherwise, perform the replacement or correction, charge to the Contractor any increased cost, or deduct such increased cost from any amounts paid or due under this contract; or

(ii) Terminate this contract for default.

(2) Failure to agree to the amount of increased cost to be charged to the Contractor shall be a dispute.

(h) Notwithstanding paragraphs (f) and (g) above, the Government may at any time require the Contractor to remedy by correction or replacement, without cost to the Government, any failure by the Contractor to comply with the requirements of this contract, if the failure is due to (1) fraud, lack of good faith, or willful misconduct on the part of the Contractor's managerial personnel or (2) the conduct of one or more of the Contractor's employees selected or retained by the Contractor after any of the Contractor's managerial personnel has reasonable grounds to believe that the employee is habitually careless or unqualified. (i) This clause applies in the same manner and to the same extent to corrected or replacement materials or services as to materials and services originally delivered under this contract.

(j) The Contractor has no obligation or liability under this contract to correct or replace materials and services that at time of delivery do not meet contract requirements, except as provided in this clause or as may be otherwise specified in the contract.

(k) Unless otherwise specified in the contract, the Contractor's obligation to correct or replace Government-furnished property shall be governed by the clause pertaining to Government property.

Section F - Deliveries or Performance

DELIVERIES OR PERFORMANCE

F – 0001 PERIOD OF PERFORMANCE

Period of performance for tasks under items 0001 – 0008 will be specified on DD Forms 1155. Orders issued prior to the expiration date of the basic contract will be carried to completion provided sufficient monies are available and performance does not normally exceed 12 months beyond the expiration ordering period of the basic contract. In the event completion of the task order cannot be completed within the established time period, the order may be extended to a time and at terms agreeable to both parties.

F - 0002 PLACE OF PERFORMANCE

Services under this contract are required to be performed at the following locations: Location(s) will be specified in each individual Task Order issued against this contract.

F - 0003 PERIOD OF CONTRACT

a. This contract shall be in effect 5-years from Date of Contract Award.

b. Individual Task Orders Base/Option CLINs issued under this contract shall not exceed 12 months for severable services. Task Order period of performance for non-severable services will be written as necessary to allow completion of the requirement.

DELIVERY INFORMATION

CLIN DELIVERY DATE QUANTITY SHIP TO ADDRESS UIC

ALL 5 Years after Date of

Contract Award

N/A As specified in individual Task Orders FA0021

DELIVERY INFORMATION

CLIN DELIVERY DATE QUANTITY SHIP TO ADDRESS UIC

0001 N/A N/A N/A N/A

000101 N/A N/A N/A N/A

0002 N/A N/A N/A N/A

000201 N/A N/A N/A N/A

0003 N/A N/A N/A N/A

000301 N/A N/A N/A N/A

0004 N/A N/A N/A N/A

000401 N/A N/A N/A N/A

0005 N/A N/A N/A N/A

000501 N/A N/A N/A N/A

0006 N/A N/A N/A N/A

000601 N/A N/A N/A N/A

0007 N/A N/A N/A N/A

000701 N/A N/A N/A N/A

0008 N/A N/A N/A N/A

000801 N/A N/A N/A N/A

CLAUSES INCORPORATED BY REFERENCE

52.242-15 Stop-Work Order AUG 1989 52.242-17 Government Delay Of Work APR 1984 52.247-34 F.O.B. Destination NOV 1991

Section G - Contract Administration Data

G - 0001 ACCOUNTING AND APPROPRIATION DATA

Accounting and appropriation data will be set forth on individual Task Orders (TOs) issued hereunder.

G - 0002 PATENT RIGHTS ADMINISTRATION

All documents and information required to be submitted by the contractor pursuant to the Patent Rights Clause shall be forwarded to the Contracting Officer (CO).

G – 0003 GOVERNMENT POINTS OF CONTACT

The CO is the point of contact for this acquisition. The CO alone, without delegation, is authorized to take actions on behalf of the Government to amend, modify or deviate from the contract terms, conditions, and requirements.

The CO may delegate certain other responsibilities to his/her authorized representatives or Contracting Officer Representatives (CORs). If at any time during the performance of this contract, administrative problems should arise which will have an adverse impact on timely performance by the contractor or affect the contract costs or funding, the contractor is required to immediately notify the CO. Address any questions or concerns you may have to the CO.

Written requests for clarification may be sent to the CO at the address indicated below:

Contracting Officer Maj Martin Muniz, 765 SCONF, 427 Cody Ave, Hurlburt Field, FL 32544-5407 Telephone (850) 884-4770 FAX (850) 884-2476 E-mail Martin.Muniz@us.af.mil

Contract Administrator Mr Kurt Buchanan, 765 SCONF, 427 Cody Ave, Hurlburt Field, FL 32544-5407 Telephone (850) 884-3196 FAX (850) 884-2476 E-mail Kurt.Buchanan.1@us.af.mil

G – 0004 ADDITIONAL INVOICING INSTRUCTIONS

(a) There shall be no five percent (5%) withhold made for labor as outlined in FAR Clause 52.232-7(a)(7), Payments under Time-and-Materials and Labor-Hour Contracts.

(b) The contractor shall submit all invoices into the Wide-Area-Workflow (WAWF) invoicing system no more than thirty (30) days after invoiced costs are incurred, and not more than once monthly for each individual delivery order.

Two exceptions apply: (1) labor line items may be invoiced separately from other direct cost line items; and (2) the final invoice may be submitted up to sixty (60) days after invoiced costs are incurred to allow for submission of any unbilled travel or other direct costs. The invoice line item description shall specify the period of performance being invoiced for. Payment will be made electronically by the office designated in Block 15 on DD Form 1155, or paying office otherwise designated. Guidance is provided in Special Contract Requirement H-0027 for use of WAWF.

(c) The contractor shall segregate and bill separately for work performed under each TO issued under this contract.

Costs of performing work set forth in one TO shall not be chargeable or payable under any other TO. In addition, if the TO contains multiple Contract Line Item Numbers (CLINs), the contractor shall segregate and bill separately for work performed under each CLIN of the TO. Costs of performing work set forth in one CLIN shall not be chargeable or payable under any other CLIN.

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(d) Back-up documentation is required to support some labor charges and other direct costs (ODCs). When submitting an invoice for these charges in WAWF, the contractor shall attach to the invoice a summary recapping what charges are being billed at the time of invoice submission in WAWF. An electronic copy of the required backup documentation shall identify the WAWF invoice number and shall be delivered to both the CO AND COR prior to inputting the invoice in WAWF. Backup documentation includes, but is not limited to:

1. For fixed-price labor, when contractor personnel vacancies occur (over and above normal vacancies for vacation or sick leave, etc.), monthly payments shall be reduced commensurate with reduction in personnel as awarded. The formulas for vacancy reductions shall be provided as required at CLIN 0001.

2. For any travel during the invoiced period, the required information in Section H, Para H-0012, Allowable Travel Costs, shall be submitted along with an expense voucher outlining all travel and charges. Include a summary in the WAWF CLIN description segregated by trip/Letter of Identification (LOI). Travel handling costs shall not be reimbursed unless actually charged to the contractor. Fees for attendance at Government-required conferences shall be invoiced under the Travel CLIN. Short duration trips shall be invoiced only after completion, and invoicing shall be for the complete trip. Longer duration trips, i.e., 90-day deployments, may be invoiced on a monthly basis and shall be for all expenses incurred for the period invoiced.

3. When OCONUS allowances are invoiced for deployed contract personnel, include a spreadsheet showing, for each deployed employee, specific times of arrival at and departure from each deployed location. Include a worksheet showing days/hours worked by all contractor employees signed by the employee. The worksheet shall include the unburdened labor rate for each employee on those TOs that will invoice for reimbursement of Defense Base Act insurance and allowances. Deployment allowances will be invoiced against CLIN 0006.

4. For Labor-Hour (LH) invoices, include an Excel worksheet electronically that provides the following information:

Position Title /Labor Category / Employee Name / Burdened Hourly Rate / Total Hours Worked for the Month / Total Cost / Cumulative Cost to Date / Cumulative Hours to Date. Include sufficient data to show the days/hours worked by LH personnel. Timesheets for hours billed shall be made available to the Government at any time during the performance period and for 3 years after completion or termination.

5. For materials purchased in support of a TO, the receipts required in Performance Work Statement (PWS) Para 1.8 shall be submitted as backup to materials invoiced. The required competitive quotes shall be submitted to the COR for authorization and the CO for approval prior to material purchase. All materials and equipment purchased with TO funds shall become the property of the Government. Material handling costs shall not be reimbursed, other than shipping or handling costs actually charged to the contractor.

6. Other costs that require substantiation.

(e) The COR will perform a thorough review of the invoice and if they do not concur with the invoiced cost, shall notify the CO. The contractor shall be required to resolve the billing discrepancy with the CO and resubmit a separate invoice as required covering the disputed portion. Number the resubmitted invoice the same as the disputed invoice, but add a discriminator after the number to denote re-submission. Example: Invoice 185 is disputed, resubmitted invoice is 185a.

(f) The contractor shall submit the invoices into WAWF according to CLIN and subCLINs established in the TO.

The contractor shall track the available funds by subCLINs, and invoice against the subCLINs where the appropriate funding is located.

G - 0005 FINAL TASK ORDER INVOICING PROCEDURES

a. The contractor shall submit a final invoice within 60 days of completion of each TO performance period in accordance with G-0004. The final invoice in WAWF shall be coded as “Final.” This will provide notice to the CO that the services are complete and all deliverables have been provided to the Government. Upon receipt of the “Final” WAWF invoice, the CO will unilaterally modify the TO to de-obligate remaining funds. For those TOs awarded with options, do not code the invoice “Final” in WAWF but include a statement in the item description that the invoice is the final for that base or option period as appropriate.

b. The final invoice, including at the end of each option period, shall include a breakdown by CLIN showing totals expended for each CLIN, and shall show the final amounts expended for the prime contractor and all subcontractors.

G - 0006 IDENTIFICATION OF QUALITY ASSURANCE PERSONNEL

(a) Quality assurance personnel are designated as CORs for SETA V and are responsible for technical oversight of the TO. CORs will be designated on each individual TO and will monitor delivery and performance at the TO level.

The COR will advise the CO in all matters related to the TOs.

(b) In accordance with DFARS 252.201-7000, the CO may appoint one or more Government employees as COR.

(c) COR appointments will be in writing, signed by the CO, and set forth the authority granted to and the limitations of the COR. The contractor shall acknowledge receipt of appointment letters in writing and forward one signed copy back to the CO.

(d) The CO will notify the Contractor in writing of COR appointment changes or revocations.

G - 0007 CONTRACT HOLIDAYS

a. The prices/costs in Section B (or attachments) of the contract include holiday observances; accordingly, the Government will not be billed for such holidays, except when services are required by the Government and are actually performed on a holiday. The contractor and all subcontractors shall be included in the observance of all Executive Orders releasing Government personnel from their duties. These additional holidays shall be billed in the same manner as the standard holidays; i.e., no adjustments will be made to firm-fixed-price TOs.

The following days are the standard contract holidays:

New Year’s Day Martin Luther King Birthday President’s Day Memorial Day Independence Day Labor Day Columbus Day Veterans Day Thanksgiving Day Christmas Day

G - 0008 Invoicing Instructions for Reimbursement of New Mexico Gross Receipts Tax (NMGRT)

a. The State of New Mexico assesses a Gross Receipts tax for firms conducting business within the state. This tax is imposed on the basis of revenue derived from business operations within the state without regard to the location of the business entity. The rate of the NMGRT may be obtained from the New Mexico Taxation and Revenue Office in Clovis, New Mexico, by calling (505) 763-5515.

b. TOs issued for services in New Mexico shall include CLIN/subCLINs 0008 with adequate funding appropriated at the subCLIN level to reimburse NMGRT when applicable. To receive reimbursement, the contractor shall provide the CO/CA a copy of the CRS-1 Form filed with the New Mexico Taxation and Revenue Department, a copy of the payment confirmation received from the NM Tax Department, and the information in Paragraph c below prior to submitting the invoice for NMGRT in Wide Area Work Flow (WAWF). The CRS-1 Form shall identify each TO separately. This may be accomplished by filing a separate CRS-1 Form for each TO; or by recording each TO taxable receipts on a “separate row” on one CRS-1 Form.

c. To identify taxable receipts that comprise the total amount invoiced, provide the following information on an Excel worksheet when submitting the information for NMGRT:

(1) Row TO receipts are recorded on the CRS-1 Form;

(2) Tax Period;

(3) Labor Receipts, excluding tax;

(4) Travel Receipts, excluding tax – Identify Letter of Identification (LOI) number(s) and receipts reported for each;

(5) Material Receipts, excluding tax – Identify material(s) and receipts reported for each;

(6) Other receipts, if any, excluding tax – Identify other receipts and amount reported for each;

(7) Total Deductions;

(8) Taxable Gross Receipts;

(9) Tax Rate;

(10) Gross Receipts Tax (GRT);

(11) Compensating Tax, if any;

(12) Withholding Tax, if any; and

(13) Total Tax Due.

Description Example: (a) CSR-1 - Row 4; (b) Tax Period 1 – 31 Mar 10 (identify monthly, quarterly or semi-annual tax period); (b) Labor Receipts - $100,000.00; (b) Travel Receipts - LOI-001 - $1,000.00 and LOI-002 - $2,000.00, Total $3,000.00; (d) Material Receipts - Uniforms Unlimited $300.00 and Boot Tech $200.00, Total $500.00; (e) Other Receipts – Overtime Pay to Jones, Total $500.00; (f) Total Deductions - $200.00 (g) Taxable Gross Receipts $103,800.00; (h) Tax Rate 5.25%; (i) GRT - $5,449.50; (j) Compensating Tax – None; (k) Withholding Tax – None;

(l) Total Tax Due $5,449.50.

Description Example: CSR-1 - Row 4; for Tax Period 1 – 31 Mar 10. Reference attached CRS-1 Form and NMGRT worksheet.

d. The Government shall not reimburse penalty or interest charges incurred due to contractor negligence in preparing the CRS-1 Form, or delinquent or insufficient payment of NMGRT.

e. Any payments that result in an overpayment and a subsequent refund shall return such refund to the Government.

Section H - Special Contract Requirements

SPECIAL CONTRACT REQUIREMENTS

H – 0001 AVOIDANCE OF ORGANIZATIONAL CONFLICT OF INTEREST

In order that the Government may prevent (a) conflicting roles which might bias the contractor’s judgment or objectivity, (b) unfair competitive advantage to the contractor and (c) the appearance of unfair competitive advantage in Special Operations-related acquisitions, it is agreed by the parties to this contract that the contractor will be restricted in its future contracting with the Government to the extent described below:

a. Due to the all-encompassing involvement in Special Operations-related activities envisioned for the contractor, and the subsequent comprehensive access to valuable and possible competition sensitive information, the contractor shall identify during the period of this contract any direct knowledge that the contractor has gained, or had exposure to, because of this contractual relationship. A follow-on or sequel to this contract for SETA services is not included in this prohibition. The contractor may request an exception to this prohibition (or may request to be excluded from competing on specific tasks under this contract) in the best interest of the Government on a case by case basis and only in instances where there is not an appearance that the contractor has an unfair competitive advantage or that the contractor’s objectivity may be impaired. Requests in behalf of subcontractors should be submitted before award of the subcontract. The Contracting Officer (CO) may deny the request or forward it for consideration to AFICA 765SCONF for AFSOC acquisitions or to the Center for Acquisitions and Logistics (SOAL-K) for future USSOCOM acquisitions. If the CO denies the request, the contractor may appeal the denial to either AFICA 765SCONF or SOAL-K as appropriate, stating the grounds for disagreement with the CO’s decision. The HQ AFSOC/765SCONF or USSOCOM/SOAL-K decision shall be final, not subject to appeal under the Disputes Clause. See paragraph “h” below for organizations encompassed within this prohibition.

b. Wherever the contractor’s performance of this contract pertains either to specific hardware/software or to a given design approach to a specific requirement, the contractor’s parent companies, subsidiaries, and other organizations with which it is affiliated through an ownership or direct financial interest*, if any, shall be precluded from providing to AFSOC or USSOCOM as a prime or subcontractor:

(1) that hardware/software

(2) development or analysis of that design; and

(3) any hardware/software to fulfill that specific requirement

c. If the contractor in the performance of this contract assists the Air Force or a contractor of the Air Force in the preparation of a Performance Work Statement (PWS), or provides information leading directly, predictably, and without delay to the preparation of a PWS to be used in an Air Force acquisition, it is agreed by the parties that the contractor’s parent companies, subsidiaries, and any organization with which the contractor is affiliated through an ownership or direct financial interest* in the other, may be ineligible to participate in any competition to obtain award of a contract to perform the work described within said PWS as a prime or sub-contractor. This restriction, if established, shall be in effect until award of the next resulting contract.

d. To the extent that the performance of work under this contract requires or involves access to competition sensitive information as well as possible access to proprietary financial and/or technical data of other companies disclosed to the contractor in confidence, the contractor is required to protect such information/data from unauthorized use or disclosure so long as it remains proprietary and may be required to enter into a bilateral agreement with the originator of such information/data for its protection. The preceding sentence is not intended to protect alleged proprietary data furnished voluntarily by companies within limitations as to use, or which is available to the Government or contractor without restriction from other sources. Copies of agreements will be maintained by the contractor for inspection by the Government. The contractor shall immediately disclose to the CO knowledge of any such prohibited use or attempted use.

e. The contractor agrees to accept and pursue to completion, all tasks identified hereunder and to ensure that its parents, subsidiaries, or affiliates do not thereafter enter into contractual agreements as prime contractors or first tier subcontractors which would create a conflict within the meaning of this clause, except as follows: If performance of a task could cause a conflict within the meaning of this clause with a contract or subcontract held by the contractor, its parent, subsidiaries or affiliates, which pre-existed the identification of the task to the contractor, the contractor must disclose the conflict to the CO. If the CO confirms that the conflict exists, the parties will consider the alternatives available to eliminate the conflict and mutually resolve it considering the relative burdens created by the prospective solutions.

f. The restrictions in paragraphs b and c above may be waived by the Secretary of the Air Force or a designee upon determination that failure to waive the prohibition would be prejudicial to the government’s interest.

g. A high level of business security must be maintained in order to preserve the integrity of the acquisition process.

The contractor agrees to obtain from each employee engaged in any effort connected with this contract an agreement which shall in substance provide that such an employee, while employed by the contractor or thereafter, will not, so long as it continues to be entitled to protection under recognized legal principles, disclose to others or use for his/her own benefit proprietary, company private, or competition sensitive information received in connection with the work under this contract. For purposes of this clause, competition sensitive data is oral or written information pertaining to potential acquisitions such as: internal government program estimates; financial and management plans;

acquisition plans; source selection evaluation information (evaluations, audit reports, financial…