FA4890-10-R-0001

FA4890-10-R-0001

Section B - Supplies or Services and Prices

Months

Firm Fixed Price Level of Effort Term

FFP-LOE

Firm Fixed Price Level of Effort non-personal Advisory and Assistance Services. To Be Negotiated (TBN) at the task order level. The maximum allowable rates in Exhibit A, Table B-1, will be used as the basis for negotiations on all Task Orders. PWS Appendix D paragraph 1.4.7.1.

FOB: Destination

SIGNAL CODE: A

EST. NET AMT

CEILING PRICE

Months

Firm Fixed Price

FFP

Firm Fixed Price non-personal Advisory and Assistance Services.

To Be Negotiated (TBN) at the task order level. The maximum allowable rates in Exhibit A, Table B-1, will be used as the basis for negotiations on all Task Orders. PWS Appendix D paragraph 1.4.7.2

ESTIMATED

NET AMT

Lot

Cost Reimbursable Travel

COST

Government directed travel. The Government will only reimburse allowable costs in accordance with FAR 31.205-46. This includes any Travel Handling Rate. The government may provide the funded amount per task order or estimated times, places and number of personnel required to travel for each task order. No fee allowed.

Not To Exceed (NTE) at the task order level. The maximum allowable rates in Exhibit A, Table B-1, will be used as the basis for negotiations on all Task Orders.

PWS Section 1.0, paragraph 1.3.1, PWS Appendix D, paragraph 1.4.8.

ESTIMATED COST

Lot

Cost Reimbursable Material

COST

Government directed deliverable materials that are required for the TO. This is priced per task order.

NTE (NTE) at the task order level. The maximum allowable rates in Exhibit A, Table B-1, will be used as the basis for negotiations on all Task Orders. No fee allowed.

PWS Section 1.0, paragraph 1.3.2, PWS Appendix D, paragraph 1.3.8.

ESTIMATED COST

Lot

Cost Plus Fixed Fee Term

CPFF

Cost Plus Fixed Fee for non-personal Advisory and Assistance Services.

To Be Negotiated (TBN) at the task order level. The maximum allowable rates in Exhibit A, Table B-1, will be used as the basis for negotiations on all Task Orders. PWS Appendix D paragraphs 1.4.7.3.

ESTIMATED COST

FIXED FEE

TOTAL EST COST + FEE

Months

FFP-LOE

Firm Fixed Price Level of Effort non-personal Advisory and Assistance Services. To Be Negotiated (TBN) at the task order level. The maximum allowable rates in Exhibit A, Table B-1, will be used as the basis for negotiations on all Task Orders. PWS Appendix D paragraph 1.4.7.1.

MAX COST

Months

FFP

To Be Negotiated (TBN) at the task order level. The maximum allowable rates in Exhibit A, Table B-1, will be used as the basis for negotiations on all Task Orders. PWS Appendix D paragraph 1.4.7.2

MAX COST

Lot

COST

Government directed travel. The Government will only reimburse allowable costs in accordance with FAR 31.205-46. This includes any Travel Handling Rate. The government may provide the funded amount per task order or estimated times, places and number of personnel required to travel for each task order. No fee allowed.

Not To Exceed (NTE) at the task order level. The maximum allowable rates in Exhibit A, Table B-1, will be used as the basis for negotiations on all Task Orders.

ESTIMATED COST

Lot

COST

Government directed deliverable materials that are required for the TO. This is priced per task order.

NTE (NTE) at the task order level. The maximum allowable rates in Exhibit A, Table B-1, will be used as the basis for negotiations on all Task Orders. No fee allowed.

MAX COST

Lot

CPFF

Cost Plus Fixed Fee for non-personal Advisory and Assistance Services.

To Be Negotiated (TBN) at the task order level. The maximum allowable rates in Exhibit A, Table B-1, will be used as the basis for negotiations on all Task Orders. PWS Appendix D paragraphs 1.4.7.3.

ESTIMATED COST

Months

FFP-LOE

Firm Fixed Price Level of Effort non-personal Advisory and Assistance Services. To Be Negotiated (TBN) at the task order level. The maximum allowable rates in Exhibit A, Table B-1, will be used as the basis for negotiations on all Task Orders. PWS Appendix D paragraph 1.4.7.1.

MAX COST

Months

FFP

To Be Negotiated (TBN) at the task order level. The maximum allowable rates in Exhibit A, Table B-1, will be used as the basis for negotiations on all Task Orders. PWS Appendix D paragraph 1.4.7.2

MAX COST

Lot

COST

Government directed travel. The Government will only reimburse allowable costs in accordance with FAR 31.205-46. This includes any Travel Handling Rate. The government may provide the funded amount per task order or estimated times, places and number of personnel required to travel for each task order. No fee allowed.

Not To Exceed (NTE) at the task order level. The maximum allowable rates in Exhibit A, Table B-1, will be used as the basis for negotiations on all Task Orders.

ESTIMATED COST

Lot

COST

Government directed deliverable materials that are required for the TO. This is priced per task order.

NTE (NTE) at the task order level. The maximum allowable rates in Exhibit A, Table B-1, will be used as the basis for negotiations on all Task Orders. No fee allowed.

MAX COST

Lot

CPFF

Cost Plus Fixed Fee for non-personal Advisory and Assistance Services.

To Be Negotiated (TBN) at the task order level. The maximum allowable rates in Exhibit A, Table B-1, will be used as the basis for negotiations on all Task Orders. PWS Appendix D paragraphs 1.4.7.3.

ESTIMATED COST

Months

FFP-LOE

Firm Fixed Price Level of Effort non-personal Advisory and Assistance Services. To Be Negotiated (TBN) at the task order level. The maximum allowable rates in Exhibit A, Table B-1, will be used as the basis for negotiations on all Task Orders. PWS Appendix D paragraph 1.4.7.1.

MAX COST

Months

FFP

To Be Negotiated (TBN) at the task order level. The maximum allowable rates in Exhibit A, Table B-1, will be used as the basis for negotiations on all Task Orders. PWS Appendix D paragraph 1.4.7.2

MAX COST

Lot

COST

Government directed travel. The Government will only reimburse allowable costs in accordance with FAR 31.205-46. This includes any Travel Handling Rate. The government may provide the funded amount per task order or estimated times, places and number of personnel required to travel for each task order. No fee allowed.

Not To Exceed (NTE) at the task order level. The maximum allowable rates in Exhibit A, Table B-1, will be used as the basis for negotiations on all Task Orders.

ESTIMATED COST

Lot

COST

Government directed deliverable materials that are required for the TO. This is priced per task order.

NTE (NTE) at the task order level. The maximum allowable rates in Exhibit A, Table B-1, will be used as the basis for negotiations on all Task Orders. No fee allowed.

MAX COST

Lot

CPFF

Cost Plus Fixed Fee for non-personal Advisory and Assistance Services.

To Be Negotiated (TBN) at the task order level. The maximum allowable rates in Exhibit A, Table B-1, will be used as the basis for negotiations on all Task Orders. PWS Appendix D paragraphs 1.4.7.3.

ESTIMATED COST

Months

FFP-LOE

Firm Fixed Price Level of Effort non-personal Advisory and Assistance Services. To Be Negotiated (TBN) at the task order level. The maximum allowable rates in Exhibit A, Table B-1, will be used as the basis for negotiations on all Task Orders. PWS Appendix D paragraph 1.4.7.1.

MAX COST

Months

FFP

To Be Negotiated (TBN) at the task order level. The maximum allowable rates in Exhibit A, Table B-1, will be used as the basis for negotiations on all Task Orders. PWS Appendix D paragraph 1.4.7.2

MAX COST

Lot

COST

Government directed travel. The Government will only reimburse allowable costs in accordance with FAR 31.205-46. This includes any Travel Handling Rate. The government may provide the funded amount per task order or estimated times, places and number of personnel required to travel for each task order. No fee allowed.

Not To Exceed (NTE) at the task order level. The maximum allowable rates in Exhibit A, Table B-1, will be used as the basis for negotiations on all Task Orders.

ESTIMATED COST

Lot

COST

Government directed deliverable materials that are required for the TO. This is priced per task order.

NTE (NTE) at the task order level. The maximum allowable rates in Exhibit A, Table B-1, will be used as the basis for negotiations on all Task Orders. No fee allowed.

MAX COST

Lot

CPFF

Cost Plus Fixed Fee for non-personal Advisory and Assistance Services.

To Be Negotiated (TBN) at the task order level. The maximum allowable rates in Exhibit A, Table B-1, will be used as the basis for negotiations on all Task Orders. PWS Appendix D paragraphs 1.4.7.3.

ESTIMATED COST

CONTRACT MIN / /MAX

MIN / MAX CONTRACT VALUE

The minimum contract value for each ID/IQ contract issued shall not be less than $5,000.00. An award will be made upon execution of this contract by means of a task order (see PWS Section 1, Paragraph 1.3.1 for details regarding minimum guarantee ($5,000) awards resulting from ID/IQ source selection). The maximum contract value for the entire CAAS IV Program shall not exceed $4.7 Billion.

MIN / MAX TASK ORDER VALUE

The minimum task order value shall not be less than $3,000.00. The value for each task order issued against this contract shall not exceed $50,000,000.00.

PRICING TABLE

SECTION B, TABLE B-1, PRICING TABLE

Each offeror shall fill in Table B-1 (RFP Section J, Exhibit A) with the proposed hourly labor rates for each labor category listed in PWS Appendix D, Task Order Proposal Process and Labor Category Descriptions, taking into consideration experience, education, etc. The offeror shall provide the cost elements that contribute to the hourly loaded rate for both the National Capital Region and Other US for each labor category. These loaded hourly rates shall be for both on-site (on Government site) and off-site (not on Government site) CONUS work. Proposed loaded hourly labor rates will be the maximum allowable rates used throughout the life of this contract for Firm-Fixed Price Level of Effort (FFP LOE) Term task orders; however, they may be discounted by the Contractor at the task order level. Hourly rates for FFP, CPFF Term, OCONUS and/or overseas requirements, or any combination thereof, will be negotiated at the task order level, with CONUS hourly labor rates serving as the basis for negotiations. The Contractor’s cost elements for each applicable labor category and location entered in Table B-1 will also serve as the baseline for negotiations. Each offeror shall also provide the handling rates assessed to materials and travel. These handling rates will be the maximum allowed throughout the life of the contract. The option years and additional performance periods shall show the projected hourly rate escalation for those future years. Categories may be added or deleted based on the Government’s requirements at the task order level. Hourly labor rates will be valid up to (11:59 PM) on the last day of the option period. Task orders not to exceed a base year and two (2) option years may be awarded at any time during the last year (Option Year 4) of the ID/IQ contract and will be priced using Option Year 4, and Performance Periods X, Y and Z pricing, as applicable.

Section C - Descriptions and Specifications

PERFORMANCE WORK STATEMENT

The Performance Work Statement (PWS) and all appendixes are attachments to the Solicitation, see Section J.

Section E - Inspection and Acceptance

INSPECTION AND ACCEPTANCE TERMS

Supplies/services will be inspected/accepted at:

CLAUSES INCORPORATED BY REFERENCE

CLAUSES INCORPORATED BY FULL TEXT

52.246-4 INSPECTION OF SERVICES--FIXED-PRICE (AUG 1996)

(a) Definitions. "Services," as used in this clause, includes services performed, workmanship, and material furnished or utilized in the performance of services.

(b) The Contractor shall provide and maintain an inspection system acceptable to the Government covering the 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 services called for by the contract, to the extent practicable at all times and places during the term of the contract. The Government shall perform inspections and tests in a manner that will not unduly delay the work.

(d) If the Government performs inspections or tests on the premises of the Contractor or a subcontractor, the Contractor shall furnish, and shall require subcontractors to furnish, at no increase in contract price, all reasonable facilities and assistance for the safe and convenient performance of these duties.

(e) If any of the services do not conform with contract requirements, the Government may require the Contractor to perform the services again in conformity with contract requirements, at no increase in contract amount. When the defects in services cannot be corrected by reperformance, the Government may (1) require the Contractor to take necessary action to ensure that future performance conforms to contract requirements and (2) reduce the contract price to reflect the reduced value of the services performed.

(f) If the Contractor fails to promptly perform the services again or to take the necessary action to ensure future performance in conformity with contract requirements, the Government may (1) by contract or otherwise, perform the services and charge to the Contractor any cost incurred by the Government that is directly related to the performance of such service or (2) terminate the contract for default.

(End of clause)

52.246-5 INSPECTION OF SERVICES--COST-REIMBURSEMENT (APR 1984)

(a) Definition. "Services," as used in this clause, includes services performed, workmanship, and material furnished or used in performing services.

(b) The Contractor shall provide and maintain an inspection system acceptable to the Government covering the 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 services called for by the contract, to the extent practicable at all places and times during the term of the contract. The Government shall perform inspections and tests in a manner that will not unduly delay the work.

(d) If any of the services performed do not conform with contract requirements, the Government may require the Contractor to perform the services again in conformity with contract requirements, for no additional fee. When the defects in services cannot be corrected by reperformance, the Government may (1) require the Contractor to take necessary action to ensure that future performance conforms to contract requirements and (2) reduce any fee payable under the contract to reflect the reduced value of the services performed.

(e) If the Contractor fails to promptly perform the services again or take the action necessary to ensure future performance in conformity with contract requirements, the Government may (1) by contract or otherwise, perform the services and reduce any fee payable by an amount that is equitable under the circumstances or (2) terminate the contract for default.

252.232-7003 ELECTRONIC SUBMISSION OF PAYMENT REQUESTS AND RECEIVING REPORTS (MAR 2008)

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

(1) Contract financing payment and invoice payment have the meanings given in section 32.001 of the Federal Acquisition Regulation.

(2) Electronic form means any automated system that transmits information electronically from the initiating system to all affected systems. Facsimile, e-mail, and scanned documents are not acceptable electronic forms for submission of payment requests. However, scanned documents are acceptable when they are part of a submission of a payment request made using Wide Area WorkFlow (WAWF) or another electronic form authorized by the Contracting Officer.

(3) Payment request means any request for contract financing payment or invoice payment submitted by the Contractor under this contract.

(b) Except as provided in paragraph (c) of this clause, the Contractor shall submit payment requests and receiving reports using WAWF, in one of the following electronic formats that WAWF accepts: Electronic Data Interchange, Secure File Transfer Protocol, or World Wide Web input. Information regarding WAWF is available on the Internet at https://wawf.eb.mil/.

(c) The Contractor may submit a payment request and receiving report using other than WAWF only when--

(1) The Contracting Officer authorizes use of another electronic form. With such an authorization, the Contractor and the Contracting Officer shall agree to a plan, which shall include a timeline, specifying when the Contractor will transfer to WAWF;

(2) DoD is unable to receive a payment request or provide acceptance in electronic form;

(3) The Contracting Officer administering the contract for payment has determined, in writing, that electronic submission would be unduly burdensome to the Contractor. In such cases, the Contractor shall include a copy of the Contracting Officer's determination with each request for payment; or

(4) DoD makes payment for commercial transportation services provided under a Government rate tender or a contract for transportation services using a DoD-approved electronic third party payment system or other exempted vendor payment/invoicing system (e.g., PowerTrack, Transportation Financial Management System, and Cargo and Billing System).

(d) The Contractor shall submit any non-electronic payment requests using the method or methods specified in Section G of the contract.

(e) In addition to the requirements of this clause, the Contractor shall meet the requirements of the appropriate payment clauses in this contract when submitting payments requests.

Section F - Deliveries or Performance

DELIVERY INFORMATION

14-OCT-2012

14-OCT-2012

14-OCT-2012

14-OCT-2012

14-OCT-2012

14-OCT-2013

14-OCT-2013

14-OCT-2013

14-OCT-2013

14-OCT-2013

14-OCT-2014

14-OCT-2014

14-OCT-2014

14-OCT-2014

14-OCT-2014

14-OCT-2015

14-OCT-2015

14-OCT-2015

14-OCT-2015

14-OCT-2015

14-OCT-2016

14-OCT-2016

14-OCT-2016

14-OCT-2016

14-OCT-2016

Section G - Contract Administration Data

INVOICE INSTRUCTIONS

WAWF BILLING INSTRUCTIONS

BILLING INSTRUCTIONS (INVOICES & COST VOUCHERS)

Services performed under this contract shall be billed at least on a monthly basis, unless otherwise approved by the Contracting Officer, using Wide Area Work Flow (WAWF) in US dollars in accordance with DFARS 252.232-7003, Electronic Submission of Payment Requests (see Section E). Contractors shall submit a cost voucher for CPFF Term contracts; and a combination invoice/receiving report for FFP LOE Term and FFP contracts. The Government reserves the right to request a break-out of cost elements for any contract type at the task order level. On-line training for WAWF is available at http://www.wawftraining.com. Each invoice or cost voucher, as applicable, shall include a minimum of the following:

Section H - Special Contract Requirements

SPECIAL INSTRUCTIONS

COMPETITION POOLS

H-1 COMPETITION POOLS

1. Full and Open (F&O) Competition Pool.

0. The ceiling for the F&O competition pool is $2.8B (60% of the $4.7B CAAS IV contract value).

0. The F&O Competition Pool consists of the following:

1. Large businesses that won a CAAS IV award.

1. Small businesses that won a CAAS IV award in the F&O Competition Pool.

0. The following may compete for tasks orders in the F&O Competition Pool, with task order awards counting against the $2.8B F&O Competition Pool ceiling:

2. All CAAS IV Contractors in the F&O Competition Pool as addressed in paragraph H-1(a) 2) above.

2. Small Businesses that elected to compete in both the F&O and SB Competition Pools at the CAAS IV ID/IQ level and won an award in the SB Competition Pool with the option to compete on task orders solicited in the F&O Competition Pool (see paragraph H-1 (b)ii) below).

1. Small Business (SB) Competition Pool.

1. The ceiling for the SB Competition Pool is $1.9B (40% of the $4.7B CAAS IV contract value).

1. The SB Competition Pool consists of Small Businesses that won a CAAS IV award in the SB Competition Pool.

1. All CAAS IV Contractors in the SB Competition Pool may compete for task orders in the SB Competition Pool, with task order awards counting against the $1.9B SB Competition Pool ceiling.

1. Small businesses addressed in paragraph H-1 (a) 2) ii) above may NOT compete for task orders in the SB Competition Pool.

1. Unless a Contractor is removed under the Off-Ramp procedures detailed in Section H, paragraph H-12 of this contract, a Contractor that qualified as a small business in the SB Competition Pool will retain its eligibility to compete for task orders in the SB Competition Pool regardless of whether it loses its small business size status in accordance with the CAAS IV NAICS due to growth, graduation or re-certification; however, a Contractor’s small business status will be lost due to any mergers with or acquisitions by a large business.

Any task order with an annual estimated value at or below $1M will be set-aside for award in the SB Competition Pool. For task orders with an annual estimated value above $1M, the Contracting Officer will conduct an analysis, based on task order requirements, to determine if two or more small business concerns are capable of performing the work. The Contracting Officer will then make a determination as to whether or not the task order should be set-aside. There will be no specific socio-economic set aside other than the SB Competition Pool.

CROSS-TEAMING

H-2 CROSS-TEAMING

Cross-teaming is a teaming arrangement in which Prime Contractors participate as a subcontractor/team member with another prime or team member/subcontractor and/or subcontracts/teams with more than one Prime Contractor. Any Contractor may, for example, compete to be the prime for one team and a subcontractor for another team. It is the Government’s policy to recognize the integrity and validity of Contractor team arrangements and to not restrict the market, provided the arrangements are identified and company relationships are fully disclosed in an offer or, for arrangements entered into after submission of an offer, before the arrangement becomes effective. The Government will not normally require or encourage the dissolution of Contractor team arrangements.

ORGANIZATIONAL CONFLICTS OF INTEREST

H-3 ORGANIZATIONAL CONFLICTS OF INTEREST

The Contractor shall maintain an Organizational Conflict of Interest (OCI) Mitigation Plan to reduce the likelihood of an actual or perceived OCI. In order to prevent OCI under this contract or any orders issued under this contract, guidance in this clause will apply to eliminate:

1. Conflicting roles which might bias a Contractor's judgment or objectivity

1. An unfair competitive advantage to a Contractor

1. The appearance of an unfair competitive advantage

Parties recognize Contractors will play a very visible and responsible role in fulfilling a broad spectrum of A&AS requirements. In that capacity, Contractors may have access to information that is not available to the public, which:

1. may give a Contractor an unfair competitive advantage; and/or

1. creates an appearance that a Contractor has an unfair competitive advantage even if no such advantage actually exists.

The technical judgment of a Contractor will often influence the systems, training, services, policy or guidance adopted by the Air Force, and a Contractor may play a key technical review role over other Contractors' work. Both the Government and all Contractors must have the utmost confidence that acquisitions are fair and that a Contractor's judgment and recommendations are objective, impartial, and independent. To avoid, neutralize, or mitigate a potential conflict of interest, the Contractor shall not, during performance of the contract, engage (as a Prime Contractor, subcontractor, supplier, or consultant) in any task order that would design, develop, implement, operate, or sustain any system or deliverable that is based on a recommended solution provided under an A&AS task order without an OCI Mitigation Plan that has been approved by the Procurement Contracting Officer.

Contractors who manufacture Air Force systems or subsystems shall not be allowed to submit proposals on any A&AS task orders that involve, impact, or relate to those systems or related subsystems.

If a Contractor performing on a CAAS IV task order assists in preparing a requirement, or provides information leading directly or predictably to the preparation of a requirement, that Contractor's parent companies, subsidiaries, and any organization with which the Contractor is affiliated through an ownership or direct financial interest shall be ineligible to participate in any competition for CAAS IV task orders described within those requirements documents.

When performing work under this contract requires or involves access to competition sensitive information as well as possible access to proprietary technical data of other companies disclosed to the Contractor in confidence, the Contractor is required to protect such data from unauthorized use or disclosure so long as it remains proprietary. The Contractor shall be cognizant of disclosure of other Contractors' and/or Government proprietary information, including procurement sensitive information; and of restrictions on participating in development of, and then bidding on resultant requirement. For example, the Contractor may be required to perform studies that directly impact future Government requirements. In support of these studies, the Contractor may have access to certain proprietary information and data. As a result, the Contractor is precluded from working on any CAAS IV task order as a prime or subcontract or from acting as a consultant to other Contractors for those programs resulting from the recommendations of these studies. The Contractor further agrees to: (1) protect all proprietary information; and (2) refrain from using the information for any purpose other than that to which it was furnished. The Contractor shall immediately disclose to the Contracting Officer knowledge of any prohibited or attempted use of proprietary information. The Government shall not be liable for any cost/loss resulting from the unauthorized use or disclosure of third party data by the Contractor, its employees, subcontractors, or agents.

The Contractor must thoroughly and formally educate employees on the philosophy of FAR Subpart 9.5 so that employees are disciplined in the absolute necessity of refraining from divulging proprietary data, trade secrets, confidential information or restricted data from other companies received in connection with work under this contract to any unauthorized person.

The Contractor shall require each employee engaged in any effort connected with this contract to sign a written agreement prohibiting proprietary information disclosure. This written agreement shall demonstrate that the employee will not, during their employment by the Contractor or thereafter, disclose to others or use for their own behalf, proprietary or company private information, trade secrets, confidential information, or restricted data received in connection with the work under this contract. The agreement will acknowledge the employee is trained regarding handling proprietary information and discuss penalties for violations. In addition, the agreement shall include that employees agree to prevent disclosure of such information to other Contractor employees who have no need to know the information in performance of this contract. Each employee must also agree not to accept any gratuity from any potential Government Contractors. The Contractor also agrees to adhere, as an entity, to these requirements.

The Contractor agrees to accept, and pursue to completion, all tasks identified hereunder and to ensure that its parents, subsidiaries, and affiliates do not 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 of interest 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 of interest to the Contracting Officer. If the Contracting Officer 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.

The Contractor agrees that organizations merely cooperating with the Contractor (e.g., providing information) to enable the Contractor or its agents to perform shall not be deemed as merely "participating" but shall be bound as though they are the "Contractor". This provision shall be incorporated in a manner to insure that such organizations, and their parents, subsidiaries, and affiliates, shall also be bound in all subcontracts, teaming arrangements, and other agreements calling for performance of any requirements under this contract.

If the Contractor discovers an actual or potential organizational conflict of interest not previously considered and adequately mitigated under this clause and the Government-approved OCI Mitigation Plan, the Contractor shall make a prompt and full disclosure in writing to the Contracting Officer. This report shall include a description of the violation and the actions the Contractor has taken or proposes to take to mitigate and avoid repetition of the violation. The Contractor shall routinely monitor its proposed business development and shall discuss any real or perceived OCI issues with the Contracting Officer and affected customers to proactively resolve and/or mitigate those potential OCI issues. After full analysis, the Contracting Officer and the Contractor will agree on appropriate corrective action, if any, or the Contracting Officer will direct such action, subject to the terms of this contract.

OCI violations are a significant contract performance issue. Lack of adherence to the OCI Mitigation Plan or this clause may have serious consequences that may include contract termination, suspension and debarment, or other appropriate remedies or administrative actions. This clause applies to all CAAS IV task orders.

CONTRACTING OFFICER AUTHORITY

H-4 CONTRACTING OFFICER AUTHORITY

Procurement Contracting Officer (PCO) responsibilities for this contract shall reside at HQ ACC AMIC/A&AS Division, Langley AFB, VA. The PCO is the only person authorized to approve changes in any of the requirements under this contract and, notwithstanding any provisions contained elsewhere in this contract, the said authority remains solely with the PCO. HQ ACC AMIC/A&AS Division may delegate limited Contracting Officer authority to other personnel designated as Administrative Contracting Officers (ACO) to streamline the process of contract administration. In these cases, the authority of the ACO will be clearly delineated in a delegation of authority letter. A copy of the letter will be forwarded to the Contractor.

SMALL BUSINESS SUBCONTRACTING GOALS

H-5 SMALL BUSINESS SUBCONTRACTING GOALS

For large businesses in the F&O Competition Pool, the Contractor’s small business subcontracting plan shall ensure a minimum of 23% of the total annual awarded contract value is subcontracted to small businesses. The level of participation can be obtained in any combination of vendor subcontracts, purchases, or other business arrangements. The DoD subcontracting program goals include Small Disadvantaged (5%), Women-Owned (5%), HUBZone (3%), and Service Disabled Veteran-Owned (3%). Successful Offerors’ Small Business Subcontracting Plans will be incorporated in each applicable Contractor’s CAAS IV ID/IQ contract. Contractors will submit how they’ve performed compared to their goals every 6 months via the Electronic Subcontract Reporting System (eSRS) and the Government will document performance accordingly. Failure to meet or make positive progress toward meeting small business subcontracting goals may negatively impact a Contractor’s performance ratings; and may serve as justification for removal from the CAAS IV contract via an off-ramp (see H-12).

INCORPORATION OF PROPOSAL

H-6 INCORPORATION OF PROPOSAL

Proposals submitted in response to the ID/IQ and/or task order solicitations will be evaluated on individual merit and the overall benefit to the Government. The offeror’s proposal is a representation of their ability to perform the duties outlined in the solicitation. If the Government identifies a significant aspect of the successful offeror’s proposal at the task order level, the Government reserves the right to incorporate those unique areas deemed beneficial to the Government into the task order contract.

ACCOUNTING SYSTEM

H-7 ACCOUNTING SYSTEM

The Contractor shall maintain an accounting system that is adequate for determining and segregating costs applicable to this contract, when necessary. In support of those reporting requirements, the Contractor must maintain and utilize an accounting system capable of tracking workload as indicated in Sections B and G. Failure to maintain an adequate accounting system may negatively impact a Contractor’s ability to propose on task order requirements and the Contractor performance ratings, and may serve as justification for removal from the CAAS IV contract via an off-ramp (see H-12). Large businesses shall note that the Cost Accounting Standards (CAS) may apply depending on the amount of any task order awarded in relation to dollar value of other government contracts the Contractor holds. When CAS applies, large businesses should have established policies and procedures to ensure that all changes in cost accounting practices are properly disclosed to the government along with the related cost impact when required. NOTE: An approved purchasing system may be required for task orders based on the complexity, dollar value and subcontracting involvement of the task order requirement in accordance with FAR Part 44.

ASSOCIATE CONTRACTOR AGREEMENTS

H-8 ASSOCIATE CONTRACTOR AGREEMENTS

The Contractor shall enter into Associate Contractor Agreements (ACA) for any portion of the contract requiring joint participation in the accomplishment of the Government’s requirement as specified in individual orders. The agreements shall include the basis for sharing information, data, technical knowledge, expertise, and/or resources essential to the interaction of the CAAS IV program, which shall ensure the greatest degree of cooperation for the development of the program to meet the terms of the contract. Associate Contractor information identified below shall be provided for individual task orders as required.

ACAs shall include the following general information:

1. Identify the associate Contractors and their relationships

1. Identify the program involved and the relevant Government contracts of the associate Contractors

1. Describe the associate Contractor interfaces by general subject matter

1. Specify the categories of information to be exchanged or support to be provided

1. Include the expiration date (or event) of the ACA

1. Identify potential conflicts between relevant Government contracts and the ACA; include agreements on protection of proprietary data and restrictions on employees

The cooperating Contactors shall provide a copy of such agreement to the Contracting Officer for review before execution of the document.

The Contractor is not relieved of any contract requirements or entitled to any adjustments to the contract terms because of a failure to resolve a disagreement with an associate Contractor. However, the Government may assist the Contractor in the event of non-responsiveness from an associate Contractor.

Liability for the improper disclosure of any proprietary data contained in or referenced by any agreement shall rest with the parties to the agreement, and not the Government.

All costs associated with the agreements are included in the negotiated cost of this contract. Agreements may be amended as required by the Government during the performance of this contract.

The following Contractors are associate Contractors with whom agreements are required:

CONTRACTOR ADDRESS PROGRAM/CONTRACT

To be specified based on relationships that exist after award of the CAAS IV contract.

DISSEMINATION OF INFORMATION

H-9 DISSEMINATION OF INFORMATION

There shall be no dissemination or publication, except within and between the Contractor and any subcontractors, of information developed under this contract or contained in the reports to be furnished pursuant to this contract without prior written approval of the Contracting Officer. No news release (including photographs and film, public announcements or denial or confirmation of same) on any part of the subject matter of this contract or any phase of any program hereunder, shall be made without written approval of the Contracting Officer. The Contractor shall pay particular notice to any distribution markings included on Government correspondence and maintain control of information to prevent improper distribution.

OTHER TERMS AND CONDITIONS CONCERNING TASK ORDERS

H-10 OTHER TERMS AND CONDITIONS CONCERNING TASK ORDERS

1. Decentralized Task Orders: The CAAS IV contract will allow for centralized and decentralized execution of task orders. ACC and AFDW authorized users may receive access to the CAAS IV contract for the purpose of awarding and administering task orders. Centralized orders will be issued and administered through the ACC AMIC A&AS Division (ACC AMIC/DRA). National Capital Region decentralized orders will be issued and administered through AFDW (which will have blanket decentralized ordering authority); other decentralized orders will be issued and administered by the requesting organization’s Cognizant Contracting Activity.

1. Contract Clauses: All contract clauses in the ID/IQ contract will apply at the task order level. Any unique clauses that may apply to an individual task order may be included as determined by the local ordering office.

1. Contract Provisions: The following provisions may apply at the task order level, as required:

52.215-22 Limitations on Pass-Through Charges—Identification of Subcontract Effort (Oct 2009).

1. Task Order Cost/Price Factor: The Government will ask for a breakout of cost elements for each task order solicitation, regardless of contract type. The level of detail will be prescribed in the task order solicitation.

1. Task Order Pool of Offerors Eligible for Evaluation: For efficiency purposes at the task order level, the Government may reduce the pool of offerors eligible for evaluation. For FFP and FFP LOE Term task orders, the Government intends to only evaluate the three lowest priced proposals for the applicable requirement, in addition to any proposals within 10% of the average of the three lowest priced proposals. Once an evaluation pool is established, technical, past performance and/or cost/price evaluation will proceed based on the source selection methodology identified in the task order RFP.

1. Contract Modifications: Modifications to increase or decrease the scope of CAAS IV TOs may be required. If the specified level of effort (hours, deliverables, etc.)/scope for a particular task order is insufficient to complete performance under a task order, the Government may elect to increase the level of effort by written modification. Likewise, if the level of effort or scope prove to be in excess of what’s necessary to complete performance under a task order, the Government will decrease the scope or level of effort by written modification (to include for FFP and FFP LOE Term task order contracts). If profit was part of the task order contract (e.g., for CPFF Term contracts or for FFP or FFP LOE Term task orders for which the Government requested a breakout of cost elements, to include profit, as part of the task order solicitation), any increase in level of effort/scope will be profit bearing at the same percentage of profit established in the task order contract; any decrease in the scope of level of effort will be reduced by the percentage of profit established in the task order contract.

1. Close-outs:

6. General Close-out Conditions. The Government will make every attempt to close out contracts in a timely manner. To expedite this process the Government will work with the Contractors to ‘close out’ each contract year after the end of each contract year period of performance.

6. CPFF Term Contract Close-out. Task orders will be closed out on an individual basis, upon agreement of final indirect rates for the period of performance of the task order. The Contractor shall forward the final voucher directly to the cognizant DCAA for final audit. DCAA will forward the voucher and the final audit to the cognizant Contracting Office, who will process it for final payment and submit it to the paying office.

1. Remedies for Breach by the Government: Contractor's sole and exclusive remedy for breach by the Government shall be termination for convenience damages, task order proposal preparation costs, task order award and/or reinstatement, if deemed feasible by the Government in its sole discretion. In no event shall the Government be liable to the Contractor for expectancy damages, including but not limited to lost profits, or consequential damages resulting from breach of this contract.

ON-RAMP PROCEDURES

H-11 ON-RAMP PROCEDURES

The Government reserves the right to reopen competition in either competition pool at any time during the term of the contract. The USAF intends to review the need for additional CAAS IV Contractors at the 18-24 month point in the CAAS IV contract ordering period, with the intention to expand the number of Contractors on CAAS IV by a minimum of 15% - 20%.