TAASC II Draft RFP FA810012R0003.pdf

1447-101 STANDARD FORM 1447 (5-88)

Prescribed by GSA FAR (48 CFR 53.215-1(g))

4. SOLICITATION NUMBER

FA8100-12-R-0003

X

X

6.SOLICITATION ISSUE DATE

8. THIS ACQUISITION IS UNRESTRICTED OR SET ASIDE: 100 % FOR

SMALL BUSINESS WOMEN-OWNED SMALL BUSINESS (WOSB)

HUBZONE SMALL ECONOMICALLY DISADVANTAGED WOMEN-OWNED

BUSINESS SMALL BUSINESS (EDWOSB)

SERVICE-DISABLED VETERAN-

OWNED SMALL BUSINESS NAICS CODE: 541330

8(A) SIZE STANDARD: $27.0

DATE SIGNED

28. UNITED STATES OF AMERICA (SIGNATURE OF CONTRACTING OFFICER)

26. AWARD OF CONTRACT: YOUR OFFER ON SOLICITATION NUMBER

SHOWN IN BLOCK 4 INCLUDING ANY ADDITIONS OR CHANGES WHICH

ARE SET FORTH HEREIN, IS ACCEPTED AS TO ITEMS:

Routine

THIS IS A TOTAL SMALL BUSINESS SET-ASIDE.

Subject to the terms and conditions stated herein, the Contractor agrees to hold its offered prices firm for 30 days.

THIS IS A DRAFT DOCUMENT

SEE LINE ITEM SCHEDULE

22.

AMOUNT

16. AUTHORITY FOR USING OTHER THAN 10 USC 2304 41 USC 253

FULL AND OPEN COMPETITION (c) ( ) (c) ( )

DATE SIGNED

27. SIGNATURE OF OFFEROR/CONTRACTOR

20.

UNIT

21.

UNIT PRICE

19.

QUANTITY

13. CONTRACTOR OFFEROR CODE FACILITY CODE

11. IF OFFER IS ACCEPTED BY THE GOVERNMENT WITHIN * ___ CALENDAR DAYS (60 CALENDAR

DAYS UNLESS OFFEROR INSERTS A DIFFERENT PERIOD) FROM THE DATE SET FORTH IN BLK 9

ABOVE, THE CONTRACTOR AGREES TO HOLD ITS OFFERED PRICES FIRM FOR THE ITEMS

SOLICITED HEREIN AND TO ACCEPT ANY RESULTING CONTRACT SUBJECT TO THE TERMS AND

CONDITIONS STATED HEREIN. *30

RATING

DO: A1

3. AWARD/EFFECTIVE DATE

FA8100

2. CONTRACT NO.

X

CHECK IF REMITTANCE IS DIFFERENT

AND PUT SUCH ADDRESS IN OFFER

17.

ITEM NO.

12. ADMINISTERED BY CODE

Total

SUBMIT INVOICES TO ADDRESS SHOWN IN BLOCK: 14 EFT:T

SCD:C

NAME AND TITLE OF SIGNER (TYPE OR PRINT) NAME OF CONTRACTING OFFICER

24. AWARD AMOUNT (FOR GOVT USE ONLY)

23. ACCOUNTING AND APPROPRIATION DATA

SEE SCHEDULE

5. SOLICITATION TYPE

SEALED BIDS NEGOTIATED

(IFB) (RFP)

15. PROMPT PAY DISCOUNT

25. CONTRACTOR IS REQUIRED TO SIGN THIS DOCUMENT AND RETURN 1

COPIES TO ISSUING OFFICE. CONTRACTOR AGREES TO FURNISH AND DELIVER ALL ITEMS SETFORTH

OR OTHERWISE IDENTIFIED ABOVE AND ON ANY CONTINUATION SHEETS SUBJECT

THE TERMS AND CONDITIONS SPECIFIED HEREIN.

10. ITEMS TO BE PURCHASED (BRIEF DESCRIPTION)

SUPPLIES SERVICES Exception: Engineering Services on Military and Aerospace Equipment and Military Weapons

9.

LATE OFFERS ARE SUBJECT TO LATE PROPOSAL PROVISIONS INCORPORATED HEREIN. ALL OFFERS ARE SUBJECT TO SUCH PROVISIONS, REPRESENTATIONS, CERTIFICATIONS AND SPECIFICATIONS AS ARE ATTACHED OR INCORPORATED BY REFERENCE.

SOLICITATION: SEALED OFFERS WILL BE RECEIVED AT THE ISSUING OFFICE UNTIL

16-JAN-2012 4:00PM

18.

SCHEDULE OF SUPPLIES/SERVICES

14. PAYMENT WILL BE MADE BY CODE

(SEE ESP CLAUSE 252.232-7003.)

X

7. ISSUED BY CODE

DEPARTMENT OF THE AIR FORCE, OC-ALC/PKEA

3001 STAFF DR STE 2AF68A

TINKER AFB OK 73145-3303

BUYER: Nick Risi/OCALC/PKEA nicholas.risi@tinker.af.mil Phone: (405) 739- 9119 No Collect Calls

X

1. THIS CONTRACT IS A RATED ORDER

UNDER DPAS (15 CFR 350)SOLICITATION/CONTRACT

BIDDER/OFFEROR TO COMPLETE BLOCKS 11, 13, 15, 21, 22, & 27.

JSY

SF 1447 (5-88) BACK

NO RESPONSE FOR THE REASONS CHECKED

TYPE OR PRINT NAME AND TITLE OF SIGNER

SIGNATURENAME AND ADDRESS OF FIRM (Include Zip Code)

WE DO NOT DESIRE TO BE RETAINED ON THE MAILING LIST FOR FUTURE PROCUREMENT OF THE TYPE OF

ITEMS INVOLVED

WE DO

OTHER (Specify)

CANNOT COMPLY WITH SPECIFICATIONS

CANNOT COMPLY WITH SPECIFICATIONS CANNOT MEET DELIVERY REQUIREMENT

FOLD

FOLD

SOLICITATION NO. FA810012R0003

DUE: 16 JAN 2012 4:00 PM

FROM: AFFIX

STAMP

HERE

TO:

ATTN: Nick Risi/OCALC/PKEA

DEPARTMENT OF THE AIR FORCE, OC-ALC/PKEA

3001 STAFF DR STE 2AF68A

TINKER AFB OK 73145-3303

Request for Proposal FA8100-12-R-0003

PART I - THE SCHEDULE

SECTION B

SUPPLIES OR SERVICES AND PRICES/COSTS

Tinker Labor (FFP) - On-Site

Item No.

Firm Fixed Price Quantity U/I Unit Price Amount

1 LO

CLIN ACRN ACRN Total

0001 AA

Tinker On-Site Labor (FFP) CLIN 0001 is for Firm Fixed Price (FFP) tasks orders. The contractor shall provide A&AS support in accordance with (IAW) the Performance Work Statement (PWS), labor categories and labor category rate matrix (Section J, Attachment 1 and 3), as further delineated in the PWS for each task order issued hereunder.

Limitations of Liability: Other Than High Value Item

Inspection: Destination Acceptance: Destination Inspection/Acceptance Report: WAWF Quality Assurance: IAW Task Order Requirements

Tinker Labor (FFP) - Off-Site

Item No.

Firm Fixed Price Quantity U/I Unit Price Amount

1 LO

CLIN ACRN ACRN Total

0002 AA

Tinker Off-Site Labor (FFP) CLIN 0002 is for Firm Fixed Price (FFP) tasks orders. The contractor shall provide A&AS support in accordance with (IAW) the Performance Work Statement (PWS), labor categories and labor category rate matrix (Section J, Attachment 1 and 3), as further delineated in the PWS for each task order issued hereunder.

Limitations of Liability: Other Than High Value Item

Inspection: Destination Acceptance: Destination Inspection/Acceptance Report: WAWF Quality Assurance: IAW Task Order Requirements

Ogden Labor (FFP) - On-Site

Item No.

Firm Fixed Price Quantity U/I Unit Price Amount

1 LO

Ogden Labor (FFP) - On-Site

CLIN ACRN ACRN Total

0003 AA

Ogden On-Site Labor (FFP) CLIN 0003 is for Firm Fixed Price (FFP) tasks orders. The contractor shall provide A&AS support in accordance with (IAW) the Performance Work Statement (PWS), labor categories and labor category rate matrix (Section J, Attachment 1 and 3), as further delineated in the PWS for each task order issued hereunder.

Limitations of Liability: Other Than High Value Item

Inspection: Destination Acceptance: Destination Inspection/Acceptance Report: WAWF Quality Assurance: IAW Task Order Requirements

Ogden Labor (FFP) - Off-Site

Item No.

Firm Fixed Price Quantity U/I Unit Price Amount

1 LO

CLIN ACRN ACRN Total

0004 AA

Ogden Off-Site Labor (FFP) CLIN 0004 is for Firm Fixed Price (FFP) tasks orders. The contractor shall provide A&AS support in accordance with (IAW) the Performance Work Statement (PWS), labor categories and labor category rate matrix (Section J, Attachment 1 and 3), as further delineated in the PWS for each task order issued hereunder.

Limitations of Liability: Other Than High Value Item

Inspection: Destination Acceptance: Destination Inspection/Acceptance Report: WAWF Quality Assurance: IAW Task Order Requirements

Warner-Robins Labor (FFP) - On-Site

Item No.

Firm Fixed Price Quantity U/I Unit Price Amount

1 LO

CLIN ACRN ACRN Total

0005 AA

Warner-Robins On-Site Labor (FFP) CLIN 0005 is for Firm Fixed Price (FFP) tasks orders. The contractor shall provide A&AS support in accordance with (IAW) the Performance Work Statement (PWS), labor categories and labor category rate matrix (Section J, Attachment 1 and 3), as further delineated in the PWS for each task order issued hereunder.

Limitations of Liability: Other Than High Value Item

Inspection: Destination Acceptance: Destination Inspection/Acceptance Report: WAWF Quality Assurance: IAW Task Order Requirements

Warner-Robins Labor (FFP) - Off-Site

Item No.

Firm Fixed Price Quantity U/I Unit Price Amount

1 LO

CLIN ACRN ACRN Total

0006 AA

Warner-Robins Off-Site Labor (FFP) CLIN 0006 is for Firm Fixed Price (FFP) tasks orders. The contractor shall provide A&AS support in accordance with (IAW) the Performance Work Statement (PWS), labor categories and labor category rate matrix (Section J, Attachment 1 and 3), as further delineated in the PWS for each task order issued hereunder.

Limitations of Liability: Other Than High Value Item

Inspection: Destination Acceptance: Destination Inspection/Acceptance Report: WAWF Quality Assurance: IAW Task Order Requirements

Tinker Labor (T&M) - On-Site

Item No.

Time & Material Estimated Quantity

U/I Estimated Amount Ceiling Price

1 LO

CLIN ACRN ACRN Total

0007 AA

Tinker On-Site Labor (T&M) CLIN 0007 is for Time and Material (T&M) tasks orders. The contractor shall provide A&AS support in accordance with (IAW) the Performance Work Statement (PWS), labor categories and labor category rate matrix (Section J, Attachment 1 and 3), as further delineated in the PWS for each task order issued hereunder.

Limitations of Liability: Other Than High Value Item

Inspection: Destination Acceptance: Destination Inspection/Acceptance Report: WAWF Quality Assurance: IAW Task Order Requirements

Tinker Labor (T&M) - Off-Site

Item No.

Time & Material Estimated Quantity

U/I Estimated Amount Ceiling Price

1 LO

CLIN ACRN ACRN Total

0008 AA

Tinker Off-Site Labor (T&M)

Tinker Labor (T&M) - Off-Site

CLIN 0008 is for Time and Material (T&M) tasks orders. The contractor shall provide A&AS support in accordance with (IAW) the Performance Work Statement (PWS), labor categories and labor category rate matrix (Section J, Attachment 1 and 3), as further delineated in the PWS for each task order issued hereunder.

Limitations of Liability: Other Than High Value Item

Inspection: Destination Acceptance: Destination Inspection/Acceptance Report: WAWF Quality Assurance: IAW Task Order Requirements

Ogden Labor (T&M) - On-Site

Item No.

Time & Material Estimated Quantity

U/I Estimated Amount Ceiling Price

1 LO

CLIN ACRN ACRN Total

0009 AA

Ogden On-Site Labor (T&M) CLIN 0009 is for Time and Material (T&M) tasks orders. The contractor shall provide A&AS support in accordance with (IAW) the Performance Work Statement (PWS), labor categories and labor category rate matrix (Section J, Attachment 1 and 3), as further delineated in the PWS for each task order issued hereunder.

Limitations of Liability: Other Than High Value Item

Inspection: Destination Acceptance: Destination Inspection/Acceptance Report: WAWF Quality Assurance: IAW Task Order Requirements

Ogden Labor (T&M) - Off-Site

Item No.

Time & Material Estimated Quantity

U/I Estimated Amount Ceiling Price

1 LO

CLIN ACRN ACRN Total

0010 AA

Ogden Off-Site Labor (T&M) CLIN 0010 is for Time and Material (T&M) tasks orders. The contractor shall provide A&AS support in accordance with (IAW) the Performance Work Statement (PWS), labor categories and labor category rate matrix (Section J, Attachment 1 and 3), as further delineated in the PWS for each task order issued hereunder.

Limitations of Liability: Other Than High Value Item

Inspection: Destination Acceptance: Destination Inspection/Acceptance Report: WAWF Quality Assurance: IAW Task Order Requirements

Warner-Robins Labor (T&M) - On-Site

Item No.

Time & Material Estimated Quantity

U/I Estimated Amount Ceiling Price

1 LO

CLIN ACRN ACRN Total

0011 AA

Warner-Robins On-Site Labor (T&M) CLIN 0011 is for Time and Material (T&M) tasks orders. The contractor shall provide A&AS support in accordance with (IAW) the Performance Work Statement (PWS), labor categories and labor category rate matrix (Section J, Attachment 1 and 3), as further delineated in the PWS for each task order issued hereunder.

Limitations of Liability: Other Than High Value Item

Inspection: Destination Acceptance: Destination Inspection/Acceptance Report: WAWF Quality Assurance: IAW Task Order Requirements

Warner-Robins Labor (T&M) - Off-Site

Item No.

Time & Material Estimated Quantity

U/I Estimated Amount Ceiling Price

1 LO

CLIN ACRN ACRN Total

0012 AA

Warner-Robins Off-Site Labor (T&M) CLIN 0012 is for Time and Material (T&M) tasks orders. The contractor shall provide A&AS support in accordance with (IAW) the Performance Work Statement (PWS), labor categories and labor category rate matrix (Section J, Attachment 1 and 3), as further delineated in the PWS for each task order issued hereunder.

Limitations of Liability: Other Than High Value Item

Inspection: Destination Acceptance: Destination Inspection/Acceptance Report: WAWF Quality Assurance: IAW Task Order Requirements

Data (NSP)

Item No.

CLIN ACRN ACRN Total

0013 AA

DATA (NSP)

CLIN 0013 is for Not Separately Priced (NSP) Data. The price of CLIN 0013 shall normally be included in CLINs 0001 through 0012 as appropriate. Data delivery requirements are incorporated in the PWS.

Data (NSP)

Limitations of Liability: Other Than High Value Item

Inspection: Destination Acceptance: Destination Inspection/Acceptance Report: WAWF Exhibit: A Quality Assurance: IAW Task Order Requirements

Travel (CR)

Item No.

Cost Reimbursement - No Fee Quantity U/I Est Unit Cost Total Estimated Cost

1 LO

CLIN ACRN ACRN Total

0014 AA

TRAVEL (CR)

CLIN 0014 is for Cost Reimbursable (CR) Travel. The contractor shall provide travel in accordance with (IAW) the PWS on each individual task order issued hereunder. All travel costs shall be IAW FAR 31.205-46, Travel Costs.

Limitations of Liability: Other Than High Value Item

Inspection: Destination Acceptance: Destination Inspection/Acceptance Report: WAWF Quality Assurance: IAW Task Order Requirements

PART I - THE SCHEDULE

SECTION E

INSPECTION AND ACCEPTANCE

INSPECTION AND ACCEPTANCE (SEP 1999)

(IAW FAR 46.401(b), FAR 46.503) (Applicable to all orders issued hereunder)

Government Contract Quality Assurance Inspection and Acceptance will be at destination(s) specified herein (Final).

Item No(s): 0001, 0002, 0003, 0004, 0005, 0006, 0007, 0008, 0009, 0010, 0011, 0012, 0013, 0014

PART I - THE SCHEDULE

SECTION F

DELIVERIES OR PERFORMANCE

52.242-15 STOP-WORK ORDER (AUG 1989)

(IAW FAR 42.1305(b)(1)) (Applicable for supplies, services, or research and development)

52.242-15 STOP-WORK ORDER -- ALTERNATE I (APR 1984)

(IAW FAR 42.1305(b)(2)) (Applicable for Cost-reimbursement line items)

PART I - THE SCHEDULE

SECTION G

CONTRACT ADMINISTRATION DATA

ACCOUNTING AND APPROPRIATION DATA (AUG 1998)

Accounting and Appropriation Chargeable ACRN Funds Citation Amount Chargeable

AA TO BE CITED ON EACH INDIVIDUAL ORDER $0.00

ACRN TOTAL $ 0.00

PART I - THE SCHEDULE

SECTION H

SPECIAL CONTRACT REQUIREMENTS

5352.209-9000 ORGANIZATIONAL CONFLICT OF INTEREST (OCT 2010)

(IAW AFFARS 5309.507-2, Policy Memo 10-C-15)

INDEFINITE QUANTITY MINIMUM AND MAXIMUM AMOUNTS (DEC 2005)

This is an Indefinite Quantity contract as contemplated by FAR 16.504 and referenced in 52.216-22(b) Indefinite Quantity. Because TAASC is a multiple award acquisition, the dollar amount issued under any TAASC contract will count towards the total program ceiling of $94,000,000. The sum contract value of all TAASC contracts shall not exceed the total program ceiling. The maximum dollar amount the Government may order under any TAASC contract is the total program ceiling of $94,000,000; the minimum amount is $5,000.00.

ORDERING PROCEDURES (DEC 2005)

(a) In accordance with contract clause 52.216-18, Ordering, and DFARS 216.505-70, orders will be issued by a Procuring Contracting Officer (PCO) at the Oklahoma City Air Logistics Center (OC-ALC), Ogden Air Logistics Center (OO-ALC), or Warner Robins Air Logistics Center (WR-ALC). The following procedures shall be used for solicitation, negotiation, and award of individual task orders hereunder.

(1) A Request for Order Proposal (RFOP) will be issued for each task and will include a Performance Work Statement (PWS) including report requirements and DD 254 (if applicable). The Contractor's proposal shall be furnished to the PCO within five (5) working days unless otherwise specified from the date of the RFOP.

Each proposal shall specify on its face the PWS title, proposal date, and the contract number.

(2) In the event that adequate competition is not obtained following issuance of an RFOP, the Government will extend the proposal due date for the RFOP and all contract holders will be mandated to submit a proposal in response to the RFOP within five (5) working days of the extension.

(3) For unusually large or complex task orders, the Government may conduct technical interchange meetings before or after issuing the RFOP. PRIME CONTRACTORS WILL BE INVITED TO ATTEND.

(4) Each task order proposal shall include a description of:

(a) How the Contractor proposes to accomplish the effort, including the performing team members.

(b) Proposed pricing/cost by CLIN, including the mix of labor categories, hours, and rates at or below those contained in the Labor Category Rate Matrix.

(c) Contractor Personnel Capabilities Statements which provide availability, qualifications, experience, and training of personnel to perform customers task order requirements and meet the requirements of the TAASC Labor Category description in the PWS.

(d) Any additional input as required by the RFOP.

(5) The contractor shall submit the task order proposals via electronic means. The electronic copies of the proposal shall be submitted in a format readable by Microsoft (MS) Office 2007. The Office suite consists of the following applications – Excel, Access, PowerPoint, Outlook, Publisher, Word, InfoPath, Project and Visio.

(6) Upon receipt of proposals, the Government will evaluate the proposals and award a task order to the successful offeror. The Government will issue task orders based on an assessment in accordance with the evaluation criteria issued for the specific task order to Contractors in the Request for Order Proposal (RFOP). Task orders will be competed between the contractors, and specific task order evaluation criteria will be in accordance with the particular requirements of the individual task orders to include but not limited to past performance, mission capability, and cost. The sub factors under mission capability may differ from task to task based on the customer's requirements.

(7) In the event that a task is determined by the Government to be non-competitive, the contractor shall submit other than certified cost or pricing data (except with respect to the proposed labor rates and burden factors) in support of any proposal up to $650,000.00, and shall submit certified cost or pricing data (except with respect to the proposed labor rates and burden factors) in support of any proposal over $650,000.00 unless otherwise directed by the PCO.

(8) The Government reserves the right to award without discussions, and also reserves the right to make partial award(s) against task order proposals.

(9) The Government reserves the right to withdraw the RFOP at any time prior to award. This decision shall be final and conclusive and shall not be subject to the Disputes clause or the Contract Disputes Act.

(10) Bid and proposal costs shall not be a direct charge to this or any other Government contract.

(11) Upon receipt of any task order issued hereunder, the contractor shall furnish to the Government the services, materials, and data required at the price/cost set forth in the task order.

(12) Task orders will be issued under this contract on a Firm Fixed Price (FFP), Time and Materials (T&M), or Cost Reimbursable (CR) basis, or any combination thereof, depending on the nature of the task order requirement. If the task order is one contract type or predominately one type, then the amount on the first page of the task order and the applicable CLINs will be a "price" if FFP, a "ceiling" if T&M, or an "estimated cost" if CR. CLIN prices, ceilings, and/or estimated costs shall be established for each task order. The contractor shall not exceed the ceilings and/or estimated costs or allocated amounts without the approval of the Government. Any changes to the prices, ceilings, and/or estimated costs will be issued in writing by contract modification and shall be signed by the PCO.

(13) On-Site Labor is defined as work performed at a Government operated facility (or facilities).

(14) Off-Site Labor is defined as work performed at a contractor owned facility (or facilities).

(15) Task orders for services and data shall be issued in writing using DD Form 1155, dated and numbered.

Task orders shall set forth:

(i) the services and data being ordered

(ii) the quantities to be furnished

(iii) delivery or performance dates

(iv) place of delivery or performance

(v) packing and shipping instructions, if any

(vi) funds obligated

(vii) price/cost.

Modifications to task orders will be accomplished in writing.

(16) The PCO may incrementally add or remove funding by unilateral modification to a given task order except for FFP CLINs

(b) The Contractor is not authorized to commence performance prior to issuance of the Order without the PCO’s written permission.

TASK ORDER OPTIONS

The Government may establish options on individual orders issued hereunder. When it is determined to be in the Government’s best interest, the Contracting Officer (CO) may, in the Request for Order Proposal (RFOP), request pricing of options for supplies and/or services. The cost/price proposal shall consist of the offeror’s cost/price to accomplish the basic program as defined in the Performance Work Statement (PWS). The cost/price proposal shall also include the offeror’s cost/price to accomplish each option as applicable. Except when it is determined not to be in the Government’s best interest, the Government’s evaluation will include options. Evaluation of options will not obligate the Government to exercise the option(s). In the event an option is exercised, a contract modification will be issued to the task order.

MENTOR-PROTEGE JOINT VENTURE (DEC 2005)

Any mentor-protégé concern classified as a small business shall provide the government with a copy of their Small Business administration (SBA), Air Force (AF), or Department of Defense (DoD) approved mentor- protégé agreement prior to contract award. The offeror must also include information as to what office (with point of contact and phone number) you have submitted the mentor-protégé agreement to, and when the joint venture agreement was submitted to that office for review. The Contracting Office will monitor the concern's progress toward meeting its stated goals and reporting requirements to the SBA, AF or DoD. In accordance with CFR 124.520, if, during the life of this contract it is determined not to approve continuation of the Mentor-Protégé agreement, the concern will no longer be eligible for delivery orders under this contract.

PAYMENT FOR TRAVEL/PER DIEM COSTS (DEC 2005)

(a) The Contractor may be required to travel as directed by individual Task Orders (TO). Travel requirements will be reimbursed by separate voucher and must be coordinated in advance with the Contracting Officer Representative (COR). Travel requirements will be identified, proposed, and negotiated in individual task orders on a cost-reimbursement basis. If proposed travel costs exceeds the negotiated amount on the task order’s travel CLIN then Procuring Contracting Officer (PCO) approval shall be obtained in advance of travel.

(b) The Contractor shall be responsible for obtaining any passports or visas and making travel arrangements.

(c) In accordance with FAR 31.205-46(a)(2), costs incurred by the contractor for authorized travel, lodging, and meals for travel in direct support of a specific TO issued under CLIN 0014 and associated option year sub-CLINs shall be reimbursed to the extent that they do not exceed, on a daily basis, per diem rates set forth in the Joint Travel Regulations.

CONTRACTING OFFICER'S REPRESENTATIVE (COR) (DEC 2005)

(a) “Contracting Officer’s Representative (COR)” is the individual designated in accordance with subsection 201.602-2 of the Defense Federal Acquisition Regulation Supplement and authorized in writing by the contracting officer to perform specific technical or administrative functions.

(b) The contractor is advised that only the TAASC Procuring Contracting Officer (PCO) can change or modify the terms of this basic contract or take any other action which obligates the Government. Such actions must be set forth in a formal modification to the contract. The authority of the COR is strictly limited to the specific duties set forth in the contract performance plan, a copy of which will be furnished to the contractor. Contractors who rely on direction from other than the PCO (or COR acting within the strict limits of his responsibilities as set forth in the performance plan) do so at their own risk and expense as such actions do not bind the Government contractually. Any questions concerning the authority of a Government employee to direct the contractor contractually should be referred to the

PCO.

ASSOCIATE CONTRACTOR AGREEMENTS (DEC 2005)

(a) The Contractor shall enter into Associate Contractor Agreements (ACA) for any portion of the contract requiring joint participation with a non-TAASC contractor/subcontractor in the accomplishment of the Government's requirement. The agreements shall include the basis for sharing information, data, technical knowledge, expertise, and/or resources essential to the integration of TAASC which shall ensure the greatest degree of cooperation for the development of the program to meet the terms of the contract.

(b) ACAs shall include the following general information:

(1) Identify the associate contractors and their relationships.

(2) Identify the program involved and the relevant Government contracts of the associate Contractors.

(3) Describe the associate contractor interfaces by general subject matter.

(4) Specify the categories of information to be exchanged or support to be provided.

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

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

(c) A copy of such agreement shall be provided to the Contracting Officer for review before execution of the document by the cooperating contractors.

(d) Nothing in the foregoing shall affect compliance with the requirements of the clause at 5352.209-9000, Organizational Conflict of Interest.

(e) 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.

(f) 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.

(g) 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.

CONTRACTOR IDENTIFICATION (DEC 2005)

Contractor personnel and their subcontractors must identify themselves as Contractors during meetings, telephone conversations, in electronic messages, or correspondence related to this contract. Contractor supplied badges shall be worn by contractor and subcontractor personnel and be visible at all times.

OFF-DUTY EMPLOYMENT (DEC 2005)

The Contractor shall not employ any person who is an employee of the United States Government, either civilian or military, without assuring that the employee has complied with DOD 5500.7-R, Joint Ethics Regulation or appropriate Department Regulation pertaining to off-duty employment for Government personnel.

OPERATING LOCATIONS (DEC 2005)

The labor rates established in the contract Labor Category Rate Matrix are ceiling rates for performance in the Oklahoma City / Tinker AFB, Ogden / Hill AFB, and Warner Robins / Robins AFB metropolitan areas. Individual task orders may require performance at other operating locations. In those instances the contractor may propose and the government may consider alternate labor rates for that location only. Lower rates than those contained in the Labor Category Rate Matrix may be proposed at any time.

PARTICIPATION OF CONTRACTOR EMPLOYEES IN SPECIAL EVENTS (DEC 2005)

Contractor personnel are authorized to attend special events (e.g. mandatory training, safety, Anti-Terrorism, etc.)

and charge their time as allowable hours under their task order if the activity is determined to be official business by the contracting officer.

GOVERNMENT DOWN TIME (DEC 2005)

1. From time to time, the Government (Installation Commander or designee) may decide to close all or part of the Government installation in response to an unforeseen emergency or other occurrence. Sample emergencies include, but are not limited to, adverse weather such as snow or flood, an act of God such as a tornado or earthquake, or a base disaster such as a natural gas leak or fire. Contractor personnel shall be deemed “essential” or "non-essential personnel” in each individual task order IAW the PWS paragraph 1.6.

2. The contractor shall be officially dismissed upon notification of closure in accordance with paragraph 4 below. The contractor shall promptly secure all government furnished property appropriately and evacuate in an expedient but safe manner.

3. With regard to work under the contract, the Government shall retain the following options:

a. The Government may grant a time extension in each task order delayed by the closure equal to the time of the closure, subject to the availability of funds and period of performance limitations.

b. The Government may forego the work. The contractor will not be paid for work not performed.

c. The Government may reschedule the work on any day satisfactory to both parties.

d. The Government may, at its discretion, permit the contractor to perform at the contractor's facility during the period of installation closure if work within the scope of the task order can be accomplished.

4. Government Installation Closure Notification Procedures:

a. After an official decision to close the installation has been made by the responsible Government representative, the local radio and television stations shall be notified of the closure.

b. The contractor is directed to listen to or watch one of the local radio or television stations for notification of installation closures and delays. Unless otherwise notified by the PCO, the Contractor should follow instructions intended for non-essential personal.

c. The contractor may not receive any other form of notification of installation closure from the Government.

The contractor is responsible for notification of his or her employees and arrangement for any work off-Government site as described in 3.d. above.

5. If the decision to close all or part of the installation is made during the duty day, and the installation Commanders' decision is transmitted through official notification channels, the contractor shall follow the instructions as given.

Contractor personnel shall notify their task monitor and act in accordance with the task monitor's instruction.

6. Government Installation Closure Due to Non-Emergencies: The Government (Installation Commander or designee) may elect to close all or part of the installation for non-emergency reasons such as a time-off award, base open house, etc. In the event of a non-emergency installation closure, the Wing/Group/Squadron Quality Assurance Personnel (QAP) and the Contractor Task Leader shall choose a course of action within the following options:

a. If there is a need for the service during installation closure and a Government employee will be present, the contractor may continue on-site work. Contractor shall bill the Government at the labor rates identified in the contract.

b. If there is a need for work during installation closure but either a Government employee will not be present or access will not be available, the Contractor may work at the Contractor's facility provided meaningful work may be accomplished. The Contractor shall certify to the Government by letter within 5 business days of returning on-site the nature and scope of the work completed. The Contractor shall bill the Government at the labor rates specified in the contract.

c. If there is no need for the service during the scheduled installation closure, the contractor shall not work on or off-site. Government may grant a time extension in each task order delayed by the closure equal to the amount of time of the closure, subject to the availability of funds and period of performance limitations.

SUBCONTRACT ARRANGEMENTS (DEC 2005)

Subcontractor is defined as: Those contractors who have not been identified as team members. Subcontract labor will be billed at the rates established on the Labor Category Rate Matrix against CLINs 0001 through 0012.

Each TAASC contract team member can only participate on one TAASC contract team. Cross teaming is prohibited.

Any addition to these teaming arrangements will be by prior Contracting Officer approval; however, any changes to the original teaming arrangement shall not result in any upward adjustment of the contractual hourly rates.

PERIOD OF PERFORMANCE

Ordering period under this Indefinite Delivery Indefinite Quantity (IDIQ) contract is five (5) years from the date of award. There are no option periods for the basic contract. Any order issued prior to the expiration date of this IDIQ contract and not completed within that time shall be completed by the contractor within the time specified in the task order. The terms of this IDIQ contract shall govern the contractor’s and the ordering agency’s rights and obligations with respect to that task order to the same extent as if the task order were completed prior to the expiration of the IDIQ contract.

PART II - CONTRACT CLAUSES

SECTION I

CONTRACT CLAUSES

5352.201-9101 OMBUDSMAN (APR 2010)

(IAW AFFARS 5301.9103)

(c) If resolution cannot be made by the contracting officer, concerned parties may contact the Center/MAJCOM or AFISRA ombudsmen, OC-ALC/PKC at 405 736 -3273 , FAX 000 000 -0000 , email . Concerns, issues, disagreements, and recommendations that cannot be resolved at the MAJCOM/DRU or ARISRA level, may be brought by the concerned party for further consideration to the Air Force ombudsman, Associate Deputy Assistant Secretary (ADAS) (Contracting), SAF/AQC, 1060 Air Force Pentagon, Washington DC 20330-1060, phone number

(703) 588-7004, facsimile number (703) 588-1067.

(Applicable to all solicitations and contracts)

52.202-1 DEFINITIONS (JUL 2004)

(IAW FAR 2.201)

(Applicable when the simplified acquisition threshold is exceeded)

52.203-3 GRATUITIES (APR 1984)

(IAW FAR 3.202)

(Applicable when simplified acquisition threshold is exceeded, except for personal services and those between military departments or defense agencies and foreign governments that do not obligate any funds appropriated to the Department of Defense)

52.203-5 COVENANT AGAINST CONTINGENT FEES (APR 1984)

(IAW FAR 3.404)

(Applicable when simplified acquisition threshold is exceeded other than those for commercial items (see Parts 2 and 12))

52.203-6 RESTRICTIONS ON SUBCONTRACTOR SALES TO THE GOVERNMENT (SEP 2006)

(IAW FAR 3.503-2)

52.203-7 ANTI-KICKBACK PROCEDURES (OCT 2010)

(IAW FAR 3.502-3)

52.203-8 CANCELLATION, RESCISSION, AND RECOVERY OF FUNDS FOR ILLEGAL OR

IMPROPER ACTIVITY (JAN 1997)

(IAW FAR 3.104-9(a))

(Applicable when noncommercial and the simplified acquisition threshold is exceeded)

52.203-10 PRICE OR FEE ADJUSTMENT FOR ILLEGAL OR IMPROPER ACTIVITY (JAN 1997)

(IAW FAR 3.104-9(b))

52.203-12 LIMITATION ON PAYMENTS TO INFLUENCE CERTAIN FEDERAL TRANSACTIONS

(OCT 2010)

(IAW FAR 3.808(b))

(Applicable over $150,000)

52.203-13 CONTRACTOR CODE OF BUSINESS ETHICS AND CONDUCT (APR 2010)

(IAW FAR 3.1004(a)) (Applicable to solicitations and contracts exceeding $5,000,000 and the period of performance is greater than 120 days, unless for the acquisition of a commercial item under Part 12 or performed entirely outside the U.S.)

252.203-7000 REQUIREMENTS RELATING TO COMPENSATION OF FORMER DOD OFFICIALS

(SEP 2011)

(IAW DFARS 203.171-4)

252.203-7001 PROHIBITION ON PERSONS CONVICTED OF FRAUD OR OTHER

DEFENSE-CONTRACT-RELATED FELONIES (DEC 2008)

(IAW DFARS 203.570-3)

(Applicable when exceeding the simplified acquisition threshold (except for commercial items))

252.203-7002 REQUIREMENT TO INFORM EMPLOYEES OF WHISTLEBLOWER RIGHTS

(JAN 2009)

(IAW DFARS 203.970)

252.203-7003 AGENCY OFFICE OF THE INSPECTOR GENERAL (SEP 2010)

(IAW DFARS 203.1004(a))

52.204-4 PRINTED OR COPIED DOUBLE-SIDED ON RECYCLED PAPER (MAY 2011)

(IAW FAR 4.303)

52.204-7 CENTRAL CONTRACTOR REGISTRATION (APR 2008)

(IAW FAR 4.1105)

(Applicable to solicitations and contracts except as provided in 4.1102(a))

52.204-10 REPORTING EXECUTIVE COMPENSATION AND FIRST-TIER SUBCONTRACT

AWARDS (JUL 2010)

(IAW FAR 4.1403(a))

(Applicable over $25,000, unless for classified or to an individual)

252.204-7003 CONTROL OF GOVERNMENT PERSONNEL WORK PRODUCT (APR 1992)

(IAW DFARS 204.404-70(b)) (Applicable to all orders issued hereunder)

252.204-7004 ALTERNATE A, CENTRAL CONTRACTOR REGISTRATION (SEP 2007)

(IAW DFARS 204.1104)

(Applicable when using the clause at FAR 52.204-7, Central Contractor Registration)

52.209-6 PROTECTING THE GOVERNMENT'S INTEREST WHEN SUBCONTRACTING WITH

CONTRACTORS DEBARRED, SUSPENDED, OR PROPOSED FOR DEBARMENT

(DEC 2010)

(IAW FAR 9.409)

(Applicable when exceeding $30,000)

52.209-10 PROHIBITION ON CONTRACTING WITH INVERTED DOMESTIC CORPORATIONS

(MAY 2011)

(IAW FAR 9.108-5(b))

(Applicable to all solicitations and contracts for the acquisition of products and services (including construction) unless waived IAW FAR 9.108-4)

252.209-7004 SUBCONTRACTING WITH FIRMS THAT ARE OWNED OR CONTROLLED BY THE

GOVERNMENT OF A TERRORIST COUNTRY (DEC 2006)

(IAW DFARS 209.409)

(Applicable to solicitations and contracts with a value of $150,000 or more)

(Applicable when the contractor will be providing systems engineering and/or technical direction)

5352.209-9000 ORGANIZATIONAL CONFLICT OF INTEREST--ALTERNATE I (OCT 2010)

(IAW AFFARS 5309.507-2(a)(2), Policy Memo 10-C-16) As prescribed in 5309.507-2(a)(2), either substitute paragraph (a)(2) of the basic clause with one or both of the following paragraphs, or use one or both in addition to the basic paragraph (a)(2). Use these paragraphs substantially as written.

(a)(2)(i) The Contractor shall prepare and submit complete specifications for nondevelopmental items to be used in a competitive acquisition. The Contractor shall not furnish these items to the DoD, either as a prime or subcontractor, for the duration of the initial production contract plus .

(ii) The Contractor shall either prepare or assist in preparing a work statement for use in competitively acquiring the systems identified in individual task orders , or provide material leading directly, predictably, and without delay to such a work statement. The Contractor may not supply task order specified systems for a period five years , as either the prime or subcontractor unless it becomes the sole source, has participated in the design or development work, or more than one Contractor has participated in preparing the work statement.

(Applicable when the contractor will be preparing specifications or work statements)

5352.209-9000 ORGANIZATIONAL CONFLICT OF INTEREST--ALTERNATE II (OCT 2010)

(IAW AFFARS 5309.507-2(a)(3), Policy Memo 10-C-15) As prescribed in 5309.507-2(a)(3), either substitute paragraph (a)(2) of the basic clause with the following paragraph, or add the following in addition to the basic restriction. Renumber the paragraphs as needed if more than one restriction applies. Use this paragraph, substantially as written.

(a)(2) The Contractor shall participate in the technical evaluation of other Contractors' proposals or products. To ensure objectivity, the Contractor is precluded from award of any supply or service contract or subcontract for the system or its major components. This restriction shall be effective for five years from date of award. . This does not apply to other technical evaluations concerning the system.

(Applicable when the contractor will be providing technical evaluation or advisory and assistance services)

5352.209-9000 ORGANIZATIONAL CONFLICT OF INTEREST--ALTERNATE III (OCT 2010)

(IAW AFFARS 5309.507-2(a)(3), Policy Memo 10-C-15) (Applicable when the contractor will be obtaining access to proprietary information)

5352.209-9000 ORGANIZATIONAL CONFLICT OF INTEREST--ALTERNATE IV (OCT 2010)

(IAW AFFARS 5309.5072(a)(5), Policy Memo 10-C-15) (Applicable when the contract is a task ordering contract and when more than one system is supported)

5352.209-9000 ORGANIZATIONAL CONFLICT OF INTEREST--ALTERNATE V (OCT 2010)

(IAW AFFARS 5309.507-2(a)(6)) (Applicable when the contract provides for delivery orders)

5352.209-9000 ORGANIZATIONAL CONFLICT OF INTEREST--ALTERNATE VI (OCT 2010)

(IAW AFFARS 5309.507-2(a)(7)) (Applicable when it is necessary to have the restrictions of this clause included in all or some subcontracts, teaming arrangements and other agreements calling for performance of work related to the contract)

52.215-2 AUDIT AND RECORDS--NEGOTIATION (OCT 2010)

(IAW FAR 15.209(b)(1)) (Applicable if negotiated and above the simplified acquisition threshold, except commercial items and utility services at public prices plus reasonable connection charge)

52.215-8 ORDER OF PRECEDENCE--UNIFORM CONTRACT FORMAT (OCT 1997)

(IAW FAR 15.209(h), AFFARS 53.15.209(h)) (Applicable when using uniform contract format that is not commercial or for construction)

52.216-7 ALLOWABLE COST AND PAYMENT (JUN 2011)

(IAW FAR 16.307(a))

(a) Invoicing.

(1) The Government shall make payments to the Contractor when requested as work progresses, but (except for small business concerns) not more often than once every 2 weeks, in amounts determined to be allowable by the Contracting Officer in accordance with Federal Acquisition Regulation (FAR) Subpart 31.2 in effect on the date of this contract and the terms of this contract. The Contractor may submit to an authorized representative of the Contracting Officer, in such form and reasonable detail as the representative may require, an invoice or voucher supported by a statement of the claimed allowable cost for performing this contract.

(2) Contract financing payments are not subject to the interest penalty provisions of the Prompt Payment Act. Interim payments made prior to the final payment under the contract are contract financing payments, except interim payments if this contract contains Alternate I to the clause at 52.232-25.

(3) The designated payments office will make interim payments for contract financing on the 30th day after the designated billing office receives a proper payment request. In the event that the Government requires an audit or other review of a specific payment request to ensure compliance with the terms and conditions of the contract, the designated payment office is not compelled to make payment by the specified due date.

(b) Reimbursing costs.

(1) For the purpose of reimbursing allowable costs (except as provided in paragraph (b)(2) of this clause, with respect to pension, deferred profit sharing, and employee stock ownership plan contributions), the term "costs" includes only:

(i) Those recorded costs that, at the time of the request for reimbursement, the Contractor has paid by cash, check, or other form of actual payment for items or services purchased directly for the contract;

(ii) When the Contractor is not delinquent in paying costs of contract performance in the ordinary course of business, costs incurred, but not necessarily paid, for--

(A) Supplies and services purchased directly for the contract and associated financing payments to subcontractors, provided payments determined due will be made—

(1) In accordance with the terms and conditions of a subcontract or invoice; and

(2) Ordinarily within 30 days of the submission of the Contractor’s payment request to the Government;

(B) Materials issued from the Contractor's inventory and placed in the production process for use on the contract;

(C) Direct labor;

(D) Direct travel;

(E) Other direct in-house costs; and

(F) Properly allocable and allowable indirect costs, as shown in the records maintained by the Contractor for purposes of obtaining reimbursement under Government contracts; and

(iii) The amount of financing payments that have been paid by cash, check, or other forms of payment to subcontractors.

(2) Accrued costs of Contractor contributions under employee pension plans shall be excluded until actually paid unless—

(i) The Contractor’s practice is to make contributions to the retirement fund quarterly or more frequently; and

(ii) The contribution does not remain unpaid 30 days after the end of the applicable quarter or shorter payment period (any contribution remaining unpaid shall be excluded from the Contractor’s indirect costs for payment purposes.)

(3) Notwithstanding the audit and adjustment of invoices or vouchers under paragraph (g) of this clause, allowable indirect costs under this contract shall be obtained by applying indirect cost rates established in accordance with paragraph (d) of this clause.

(4) Any statements in specifications or other documents incorporated in this contract by reference designating performance of services or furnishing of materials at the Contractor's expense or at no cost to the Government shall be disregarded for purposes of cost-reimbursement under this clause.

(c) Small business concerns. A small business concern may receive more frequent payments than every 2 weeks.

(d) Final indirect cost rates.

(1) Final annual indirect cost rates and the appropriate bases shall be established in accordance with Subpart 42.7 of the Federal Acquisition Regulation (FAR) in effect for the period covered by the indirect cost rate proposal.

(2) (i) The Contractor shall submit an adequate final indirect cost rate proposal to the Contracting Officer (or cognizant Federal agency official) and auditor within the 6-month period following the expiration of each of its fiscal years. Reasonable extensions, for exceptional circumstances only, may be requested in writing by the Contractor and granted in writing by the Contracting Officer. The Contractor shall support its proposal with adequate supporting data.

(ii) The proposed rates shall be based on the Contractor's actual cost experience for that period.

The appropriate Government representative and Contractor shall establish the final indirect cost rates as promptly as practical after receipt of the Contractor's proposal.

(iii) An adequate indirect cost rate proposal shall include the following data unless otherwise specified by the cognizant Federal agency official:

(A) Summary of all claimed indirect expense rates, including pool, base, and calculated indirect rate.

(B) General and Administrative expenses (final indirect cost pool). Schedule of claimed expenses by element of cost as indentified in accounting records (Chart of Accounts).

(C) Overhead expenses (final indirect cost pool). Schedule of claimed expenses by element of cost as identified in accounting records (Chart of Accounts) for each final indirect cost pool.

(D) Occupancy expenses (intermediate indirect cost pool). Schedule of claimed expenses by element of cost as identified in accounting records (Chart of Accounts) and expense reallocation to final indirect cost pools.

(E) Claimed allocation bases, by element of cost, used to distribute indirect costs.

(F) Facilities capital cost of money factors computation.

(G) Reconciliation of books of account (i.e., General Ledger) and claimed direct costs by major cost element.

(H) Schedule of direct costs by contract and subcontract and indirect expense applied at claimed rates, as well as a subsidiary schedule of Government participation percentages in each of the allocation base amounts.

(I) Schedule of cumulative direct and indirect costs claimed and billed by contract and subcontract.

(J) Subcontract information. Listing of subcontracts awarded to companies for which the contractor is the prime or upper-tier contractor (include prime and subcontract numbers;

subcontract value and award type; amount claimed during the fiscal year; and the subcontractor name, address, and point of contract information).

(K) Summary of each time-and-materials and labor-hour contract information, including labor categories, labor rates, hours, and amounts; direct materials; other direct costs; and, indirect expense applied at claimed rates.

(M) Listing of decisions/agreements/approvals and description of accounting/organizational changes.

(N) Certificate of final indirect costs (see 52.242-4, Certification of Final Indirect Costs).

(O) Contract closing information for contracts physically completed in this fiscal year (include contract number, period of performance, contract ceiling amounts, contract fee computations, level of effort, and indicate if the contract is ready to close).

(iv) The following supplemental information is not required to determine if a proposal is adequate, but may be required during the audit process:

(A) Comparative analysis of indirect expense pools detailed by account to prior fiscal year and budgetary data.

(B) General Organizational information and Executive compensation for the five most highly compensated executives. See 31.205-6(p). Additional salary reference information is available at http://www.whitehouse.gov/omb/procurement_index_exec_comp/ .

(C) Identification of prime contracts under which the contractor performs as a subcontractor.

(D) Description of accounting system (excludes contractors required to submit a CAS Disclosure Statement or contractors where the description of the accounting system has not changed from the previous year’s submission).

(E) Procedures for identifying and excluding unallowable costs from the costs claimed and billed (excludes contractors where the procedures have not changes from the previous year’s submission).

(F) Certified financial statements and other financial data (e.g., trial balance, compilation, review, etc).

(G) Management letter from outside CPAs concerning any internal control weaknesses.

(H) Actions that have been and/or will be implemented to correct the weaknesses described in the management letter from subparagraph (G) of this section.

(I) List of all internal audit reports issued since the last disclosure of internal audit reports to the Government.

(J) Annual internal audit plan of scheduled audits to be performed in the fiscal year when the final indirect cost rate submission is made.

(K) Federal and State income tax returns.

(L) Securities and Exchange Commission 10-K annual report.

(M) Minutes from board of directors meetings.

(N) Listing of delay claims and termination claims submitted which contain costs relating to the subject fiscal year.

(O) Contract briefings, which generally include a synopsis of all pertinent contract provisions, such as: Contract type, contract amount, product or service(s) to be provided, contract performance period, rate ceilings, advance approval requirements, pre-contract cost allowability limitations, and…