Notice to Industry 6 Oct - H Clauses.doc

Notice to Industry

Thunderbolt Life-cycle Program Support (TLPS) Contract

06 October 2008 This notice is posted to provide industry with the most current information regarding the TLPS Acquisition. Below is the most current version of the TLPS RFP/Contract H Clauses. This version of the clauses is posted for information only; the clauses are subject to approval and change. Only the official RFP should be relied on for proposals.

The TLPS Team continues to work toward approval to release the official RFP. We intend to release the official RFP as soon as possible. Very few issues still remain; pending their resolution we could release the official RFP any day. We expect the official RFP to be released within the next two weeks.

Questions or comments regarding this notice should be addressed to the TLPS Contracting Officer, Andrew Hatch, at andrew.hatch@hill.af.mil .

PART I - THE SCHEDULE

SECTION H

SPECIAL CONTRACT REQUIREMENTS

9952.900-H900

INDEFINITE QUANTITY (JUL 2008)

This is an Indefinite Quantity contract as contemplated by FAR 16.504. The total scope of the technical tasks for which orders may be issued is set forth in the attached Performance Work Specification. As a multiple award acquisition, the dollar amount issued under any of the contracts will count towards the total program ceiling of $1,600,000,000. The sum contract value of all the contracts shall not exceed the total program ceiling. The maximum dollar amount the Government may order under any contract is the total program ceiling of $1,600,000,000; the minimum amount is an award of the basic year of the Integration Support Task Order.

9952.901-H901

ORDERING PROCEDURES (INSTRUCTIONS TO OFFERORS) (OCT 2008)

(a) The purpose of this clause is to define the process for competing Task Orders (TOs). The contractor may accept TOs and modifications to TOs only from the organizations identified as authorized ordering activities in clause 9952.216-9004. Each TO and modification to a TO that will affect TO funding amount shall bear a Job Control Number (JCN) that is specific to that action assigned by 538 ACSG. Note: The contractor shall not accept any order from an organization not identified in clause 9952.216-9004 as an authorized ordering agency, and/or an order or modification of an order (other than an administrative modification), regardless of origin, that does not bear a JCN assigned by 538 ACSG.

(b) The ordering activity will furnish a Performance Work Statement (PWS)/Statement of Work (SOW), Statement of Objective (SOO), or other requirements document along with a letter RFP, to contractors in accordance with the procedures outlined in the User’s Guide. Within the time frames specified below in paragraph (d) of this clause (unless otherwise directed by the PCO), the contractor shall furnish to the ordering office a cost proposal, including labor hours, materials, and schedule required for performance of the task, along with a technical proposal, consisting of responses to the Modified Delphi questions designated in the letter RFP.

(c) Unless a TO requirement meets one of the exemptions listed in FAR 16.505 (b)(2), it will be considered a competitive requirement.

(d) The time frames of receipt of proposals will typically be between 14 and 30 days depending on the complexity of the task. Specific time frames will be noted in the letter RFP by the PCO.

(e) The cost of preparing any quotation or proposal in advance of receiving a TO for a particular requirement is to be considered a bid and proposal (B&P) cost. These costs shall be chargeable in accordance with the contractor’s CAS disclosure statements. Under no circumstances will B&P costs associated with unsuccessful proposals be reimbursed by the government as direct costs.

(f) The Government reserves the right to not award an order after requesting an order proposal. If an order is not awarded the Government shall not be responsible for the contractor’s B&P costs.

(g) The Government will select one or more of the following price arrangements for each TO: Firm Fixed Priced (FFP), Cost Plus Fixed Fee (CPFF), Cost Plus Award Fee (CPAF), Cost Plus Incentive Fee (CPIF), Cost Reimbursement (CR), or Labor Hour (LH). A DD Form 1155 will be utilized by the Government to issue TOs. A Standard Form 30 will be used to modify the TO(s).

(h) Subcontract cost/rates not identified in the Labor Category Rates Matrix attached to this contract shall be justified with verifiable cost or pricing data or other than cost or pricing data as part of the offeror’s proposal. It is not adequate to just provide the cost. In addition to providing these costs, an explanation of the services/items to be procured and how they were procured (competition, negotiated rates, other) must also be addressed.

(i) In any FFP TO, labor identified in the Labor Categories Attachment of this contract shall be priced in accordance with the Not To Exceed (NTE) rates contained in the Labor Category Rates Matrix incorporated in the contract. Profit for each task order will be negotiated independently on a TO basis but shall not exceed the NTE Profit Factor in the Labor Category Rates Matrix incorporated in the contract.

(j) In any CPFF TO, labor identified in the Labor Categories Attachment of this contract shall be priced in accordance with the NTE rates contained in the Labor Category Rates Matrix incorporated in the contract. All TOs issued using the CPFF pricing arrangement will be completion type IAW FAR 16.306(d)(1) unless otherwise stated in the individual TO.

(k) The CPFF rates, as identified in paragraph (j) of this clause, are burdened to include all indirect rates except for the fee and shall be used to establish the estimated cost of the order. The total estimated cost shall be used to determine the fixed fee amount (total estimated cost multiplied by the fixed fee percentage = fixed fee amount). The prime contractor’s fee will be negotiated for each applicable TO but shall not exceed the NTE Fee Factor in the Labor Category Rates Matrix incorporated in the contract. Each order’s fee shall be based on the amount of risk the prime is assuming and the amount of subcontracting involved. At the time the contractor submits a voucher for the effort expended, payment will be made on the basis of actual costs incurred. IAW clause 9952.216-9001, the fee for each order shall be established as a firm dollar amount, not as a percentage. The contractor will receive this fee amount regardless of actual costs incurred upon successful completion.

(l) In any LH TO, labor identified in the Labor Categories Attachment of this contract shall be priced in accordance with the NTE rates in the Labor Category Rates Matrix incorporated in the contract. Profit will be negotiated for each applicable TO. At the time the order is placed, the applicable labor rates and negotiated profit will be used to establish a ceiling amount for the order.

(m) In any CPAF TO, labor identified in the Labor Categories Attachment of this contract shall be priced in accordance with the NTE rates in the Labor Category Rates Matrix incorporated in the contract. At the time the order is placed, the terms and conditions of the award fee will be established.

(n) In any CPIF TO, labor identified in the Labor Categories Attachment of this contract shall be priced in accordance with the NTE rates in the Labor Category Rates Matrix incorporated in the contract. At the time the order is placed, the terms and conditions of the incentive fee will be established.

(o) For each non-competitive TO, the contractor shall submit other than certified cost or pricing data (except with respect to the labor rates) in support of any proposal up to $650,000, and shall submit certified cost or pricing data (except with respect to proposed labor rates) in support of any proposal over $650,000 unless otherwise directed by the PCO.

(p) Performance on past or current task orders or delivery orders under this contract may be used as Past Performance information in the evaluation of task order or delivery or competitions. This information may include CPAR information or other information available to the government regarding the contractor’s performance.

(q) Each time the contractor submits a proposal for work under this contract, it must certify whether or not it has delivered or is obligated to deliver to the Government under another contract, subcontract, or separate TO against this contract, the same, or substantially the same technical data requested. If so, the contract, subcontract, or TO, and place of delivery shall be disclosed.

(r) Awardees are required to propose on at least 90% of all competitive task orders and delivery orders under this contract. If an awardee decides to not propose for a particular task order they will notify the contracting officer in writing of their intent to not propose as soon as possible but no later than the proposal due date for the task order. As part of each task order and delivery order proposal (or letter of notification of non-proposal) the awardee shall include their proposal status. This status must include the number of task orders and delivery orders that have been competed and how many of those the awardee has proposed for. The format of this status may be expressed as “proposed on X of X competitive task orders and delivery orders”.

(s) Each task order and delivery order proposal shall include sufficient information for the government to validate that the labor rates proposed are within the Not to Exceed rates established at the basic contract level.

9952.902-H902

RATE ADJUSTMENT CLAUSE (SEP 2008)

The Labor Category Rate Matrix includes the awardees proposed twelve years of rates (CY 2009 thru CY 2020) for the basic contract. Individual task orders may be proposed with rates lower than these rates but cannot be proposed with rates exceeding these rates.

Contractors are allowed to request rates adjustments in accordance with the terms of this clause. The basic contract rates are Not to Exceed (NTE) rates; as such the rates adjustment under this clause will only be upward.

The proposed rates for the first three years (CY’s 2009 thru 2011) shall be fixed and are not subject to this clause and will not be adjusted. The rates for CY’s 2012 thru 2020 may be adjusted in accordance with the terms of this clause.

The index used for the forecast of labor escalation is Aerospace Product and Parts Manufacturing (CEU3133640008), published by Global Insight, Inc. The Department of Labor, Bureau of Labor Statistics (BLS) series identification number for this index is NAICS 3364. The government may unilaterally change the index used for rates adjustment if a more appropriate index is identified during the period of the contract.

The current forecast is as follows: CEU3133640008 = AHE, Aerospace Product and Parts Manufacturing 2008Q2 Forecast (the index forecasts through the year 2018, the final two years are extrapolated)

2.0% 1.7% 2.4% 2.6% 2.7% 2.7% 2.5% 2.5% 2.4% 2.5% 2.5% 2.5%

Adjusted rates will not have a retroactive effect on task orders and proposals. Prices of task orders awarded or proposed will be subject to the rates in effect at the time of task order proposal; and will not be adjusted based on the rates adjustment made after task order proposal.

Definitions: As used in this clause--

“Actual” means the escalation factor based on history published by the BLS for a particular time period

“Forecast/base value” means escalation factors forecasted for future years as published by Global Insight, Inc. current at the time of RFP release.

“Forecasted cumulative factor” means the cumulative factor calculated by compounding forecasted escalation factors

“Actual cumulative factor” means the cumulative factor calculated by compounding actual escalation factors

“Adjustment factor” means the comparison of the actual and forecasted cumulative factors (actual divided by forecasted)

“Baseline/Re-baseline” means correlating the forecasted escalation and actual escalation to establish an adjustment factor of 1.0; accomplished by replacing forecasted values with actual values

“Rates” means contractual not-to-exceed (NTE) Labor Hour Rates, proposed to the prime contractor’s cost line, included in the basic contract in the NTE Labor Category Rate Matrix.

Mechanics of the rates adjustment:

Rates re-calculation may take place annually beginning in 2012 and each year thereafter. The previous year’s escalation information is typically published approximately during the first quarter if the following year. Once the previous year’s actual value is published, the actual value is added to the actual values table and a new actual cumulative factor is calculated. The difference in the actual cumulative factor vs. the forecasted cumulative factor is what is used to adjust the rates.

The contractor is eligible for a rates adjustment only when the adjustment factor is 1.03 or greater.

When an adjustment factor is calculated to be 1.03 or greater the actual cumulative factors become the new baseline for the base value (forecast) cumulative factors. If an adjustment factor is calculated to be less than 1.03 no adjustment is made, the base value (forecast) cumulative factors are not re-baselined. Each year the adjustment factor reaches1.03 or greater the cumulative factors will be re-baselined. As described below the contractor may choose whether or not to request an adjustment when eligible; but for consistency among contactors, cumulative factors will be re-baselined regardless of an adjustment request.

See Section J attachment Rate Adjustment Example for a scenarios describing adjustment factor calculation.

Requesting an adjustment:

Each year, beginning in 2012, upon receipt of the publication of the actual escalation value the Air Force will calculate the adjustment factor and notify the contractor. The contractor may request a rates adjustment if the calculated adjustment factor is 1.03 or greater. Adjustment request must be sent to the Contracting Officer within 30 days of notification to be eligible for adjustments.

Rates adjustment will be made by multiplying each future rate (the current and future CY rates) in the Labor Category Rates Matrix by the adjustment factor.

If a rates adjustment is requested the contractor will provide a revised Labor Category Rate Matrix which will be contractually binding. The contractor shall also provide sufficient information to enable the government to validate the request. The contractor must initiate any rate adjustment; otherwise the rates will stand as is.

9952.903-H903

ORGANIZATIONAL CONFLICT OF INTEREST (OCI) (SEP 2008)

(a) Due to the broad nature of the supplies and services anticipated under this contract, the Contracting Officer will provide guidance as to interpretation of an OCI situation when the potential for such an occurrence is identified at the D/TO level. The Contractor shall actively assist the Government to avoid such situations by adopting a practice (at the prime and subcontract levels) of carefully screening all D/TOs and technical direction received to identify any performance element that potentially involves an OCI situation. The situations under which a Contractor shall accomplish OCI self-assessment of D/TOs includes but is not limited to: access to proprietary data of companies; its potential for use to secure an unfair competitive advantage; the potential for improper financial advantage; and those situations/issues/examples outlined in the Air Force Material Command FAR Supplement (AFMCFARS) Clause 5352.209-9002 and its alternates, FAR part 5 and FAR OCI clauses.

(b) Potential OCI provisions that may be incorporated at the D/TO level include but are not limited to AFMCFARS 5352.209-9002 and it alternates, FAR part 5 and accompanying FAR OCI clauses. Furthermore, the application and wording of OCI provisions made applicable by D/TOs shall be tailored by the Air Force to fit the circumstances of each D/TO as appropriate at the issuance of the D/TO Request for Proposal.

(c) The Contractor shall promptly notify the Contracting Officer, in writing, of any conflict discovered, and shall also refrain from undertaking the effort in question pending further direction from the Contracting Officer. The Contractor understands and agrees that access to proprietary data furnished by other companies shall be used solely in the accomplishment of the task for which it has been provided. Unauthorized use or disclosure of any proprietary data is strictly prohibited and the Contractor agrees to abide by this guidance throughout the performance of this contract.

(d) In the event the Contractor fails to comply with the provisions of this clause and/or other OCI clauses cited within individual D/TOs, such noncompliance shall be deemed a material breach of the contract. If such noncompliance is the result of conflicting financial interest involving Contractor personnel performing work under the contract, the Government may require the Contractor to remove such personnel from performance of work under this contract. Further, the Government may elect to exercise its right to terminate for default in the event of such noncompliance. Nothing herein shall prevent the Government from electing any other appropriate remedies afforded by other provisions of this contract, by applicable statutes, or by applicable regulations.

(e) Action taken by the Government under this clause shall not prejudice any other rights or remedies available under other clauses/provisions of this contract.

(f) Neither the contractor nor the contractor’s critical subcontractors may compete for A&AS contracts for the 538 ACSG or 642 AESS outside of this contract.

9952.904-H904

EXCLUSIVE SUBCONTRACT ARRANGEMENTS (JUL 2008)

Contract offerors shall not establish exclusive arrangements with their subcontractors, suppliers or in any way establish a requirement that their subcontractor or suppliers cannot provide their goods and services with other prime offerors under this contract. An exclusive arrangement has the intent of requiring the subcontractor or supplier to only provide their goods or services to one or a limited number of offeror.

Offerors are to certify below that they have not tried, and shall not try in the future, in any way to prevent their suppliers or subcontractors from dealing with other prime offerors for this contract.

Name

Position/Title

Date

9952.905-H905

ENHANCED SMALL BUSINESS SUBCONTRACTING REQUIREMENT (JUL 2008)

The Government has set a small business subcontracting requirement of 13% of subcontracted dollars (including all small business subcategories) for this contract. All large business prime contractors will be required to meet and maintain this requirement throughout the life of the contract. Data regarding each Contractor’s subcontractor performance will be obtained as follows: after contract award, prime contractors shall submit documentation supporting contract dollars subcontracted to small business concerns. This documentation format will be in accordance with and submitted as directed in CDRL A100. This 13% minimum requirement shall be evaluated by the ordering PCO as part of a determination of past performance compliance for future order awards. Significantly exceeding the minimum small business requirement, defined as 16% or higher, will also be given consideration at task order award. In addition, the Contractor is cautioned that failure to meet this requirement may exclude the Contractor from participating in future competitive awards, or the Government may elect to not exercise the 5 year ordering period option on that prime contractor’s contract (see Clause 9952.906.H906)

9952.906-H906

OPTION TO EXTEND THE ORDERING PERIOD OF THE BASIC CONTRACT (OCT 2008)

The basic ordering period of this contract is 5 years. The Government has the right to extend the ordering period of this contract in accordance with clause 52.217-9 of this contract. If the Government intends to exercise the optional ordering periods the contractor will be notified of the Government’s intent to exercise the option at least 60 day prior to expiration of the previous ordering period. The option may be exercised unilaterally by the Government at any time prior to the expiration of the previous ordering period.

9952.907-H907

PROCUREMENT INTEGRITY (SEP 2008)

In order to protect the procurement Integrity of this contract and subsequent task orders and delivery orders placed against the contract offerors are required to certify the following:

1) They did not use any competing contractor’s bid or proposal information, source selection information, or any other proprietary information without permission in the preparation of their proposal for this contract

2) They will not use any competing contractor’s bid or proposal information, source selection information, or any other proprietary information without permission in the preparation of their proposals for this subsequent task order or delivery order

3) They did not, and will not use any information improperly obtained in the preparation of proposals or for any other purpose related to this contract.

Signature on a proposal in response to the RFP for the basic contract and any subsequent Task Order or Delivery Order constitutes written certification of statements 1, 2 and 3 of this provision.

All certifications are subject to section 1001 of title 18 USC and other applicable laws regarding written statements and certifications. The Air Force intends to rely on these certifications to continue with this acquisition until such time other actions are deemed appropriate.

In the event that an offeror or awardee is improperly exposed to proprietary information in relation to this contract they will immediately notify the contracting officer in writing. Failure of a contractor to fully cooperate with the contracting officer to mitigate and resolve any such exposure shall constitute a breach of contract.