Final_Group_C_RFP.doc

Section B - Supplies or Services and Prices

UNDEFINED

SWMS Contractor Support

CPFF

The Contractor shall provide all services as outlined in the Statement of Work (SOW) dated 28 July 2014. Specific requirements and period of performance will be identified at the task order level. Individual task orders will be negotiated on a Cost Plus Fixed Fee - Level of Effort basis.

FOB: Destination

MAX COST

FIXED FEE

TOTAL MAX COST + FEE

UNDEFINED

Data - Not Separately Priced (NSP)

This CLIN is established for the purpose of delivering data as required by Exhibit A DD Form 1423, Contract Data Requirements List (CDRL) and shall not be priced separately.

FOB: Destination

MAX

NET AMT

See Exhibit A

CONTRACT MINIMUM/MAXIMUM VALUE

The minimum value for this contract is $2,500.00. The maximum contract value for all orders issued against this contract shall not exceed $150,000,000.00 over the five-year ordering period.

Section C - Descriptions and Specifications

PERFORMANCE WORK STATEMENT

The SOCOM Wide Mission Support (SWMS) Group C Statement of Work (SOW) dated 28 July 2014 is provided separately. See Section J Attachment 1.

Section E - Inspection and Acceptance

INSPECTION AND ACCEPTANCE TERMS

Supplies/services will be inspected/accepted at:

CLAUSES INCORPORATED BY REFERENCE

Section F - Deliveries or Performance

TASK ORDER DELIVERIES

Section F Deliveries will be specified on individual Task Orders.

Section G - Contract Administration Data

SECTION G SPECIAL INSTRUCTIONS

G.1 Responsibility for Contract Administration: Administration responsibility for this contract will remain with the procuring contracting office. The Contracting Officer is authorized to take actions on behalf of the Government to amend, modify or deviate from the contract terms, conditions, and requirements. The Contracting Officer may delegate certain other responsibilities to his/her authorized representatives or Contracting Officer Representative (COR).

G.2 Accounting & Appropriation Data: To be cited in individual task orders.

G.3 Payment Instructions IAW PGI 204.7108: To be cited on individual task orders.

CLAUSES INCORPORATED BY REFERENCE

CLAUSES INCORPORATED BY FULL TEXT

252.232-7006 WIDE AREA WORKFLOW PAYMENT INSTRUCTIONS (MAY 2013)

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

Department of Defense Activity Address Code (DoDAAC) is a six position code that uniquely identifies a unit, activity, or organization.

Document type means the type of payment request or receiving report available for creation in Wide Area WorkFlow (WAWF).

Local processing office (LPO) is the office responsible for payment certification when payment certification is done external to the entitlement system.

(b) Electronic invoicing. The WAWF system is the method to electronically process vendor payment requests and receiving reports, as authorized by DFARS 252.232-7003, Electronic Submission of Payment Requests and Receiving Reports.

(c) WAWF access. To access WAWF, the Contractor shall--

(1) Have a designated electronic business point of contact in the System for Award Management at https://www.acquisition.gov; and

(2) Be registered to use WAWF at https://wawf.eb.mil/ following the step-by-step procedures for self-registration available at this Web site.

(d) WAWF training. The Contractor should follow the training instructions of the WAWF Web-Based Training Course and use the Practice Training Site before submitting payment requests through

WAWF. Both can be accessed by selecting the “Web Based Training” link on the WAWF home page at https://wawf.eb.mil/.

(e) WAWF methods of document submission. Document submissions may be via Web entry, Electronic Data Interchange, or File Transfer Protocol.

(f) WAWF payment instructions. The Contractor must use the following information when submitting payment requests and receiving reports in WAWF for this contract/order:

(1) Document type. The Contractor shall use the following document type(s).

Invoice 2-in-1 (Services only)

(2) Inspection/acceptance location. The Contractor shall select the following inspection/acceptance location(s) in WAWF, as specified by the contracting officer.

To be cited on individual task orders

(3) Document routing. The Contractor shall use the information in the Routing Data Table below only to fill in applicable fields in WAWF when creating payment requests and receiving reports in the system.

Routing Data Table*

Field Name in WAWF

Data to be entered in WAWF - To be cited on individual task orders

Pay Official DoDAAC

Issue By DoDAAC

Admin DoDAAC

Inspect By DoDAAC

Ship To Code

Ship From Code

Mark For Code

Service Approver (DoDAAC)

Service Acceptor (DoDAAC)

Accept at Other DoDAAC

LPO DoDAAC

DCAA Auditor DoDAAC

Other DoDAAC(s)

(4) Payment request and supporting documentation. The Contractor shall ensure a payment request includes appropriate contract line item and subline item descriptions of the work performed or supplies delivered, unit price/cost per unit, fee (if applicable), and all relevant back-up documentation, as defined in DFARS Appendix F, (e.g. timesheets) in support of each payment request.

(5) WAWF email notifications. The Contractor shall enter the email address identified below in the “Send Additional Email Notifications” field of WAWF once a document is submitted in the system.

To be cited on individual task orders

(g) WAWF point of contact. (1) The Contractor may obtain clarification regarding invoicing in WAWF from the following contracting activity's WAWF point of contact.

To be cited on individual task orders

(2) For technical WAWF help, contact the WAWF helpdesk at 866-618-5988.

(End of clause)

Section H - Special Contract Requirements

SPECIAL CONTRACT REQUIREMENTS

H.1. ORGANIZATIONAL CONFLICT OF INTEREST

(a) Definitions. For the purposes of this clause:

(i) "contractor" means:

(A) The organization entering into this contract with the Government;

(B) All business organizations with which it merges, joins or affiliates, now or in the future, and in any manner whatsoever, or which hold or may obtain, by purchase or otherwise, direct or indirect control of;

(C) Its parent organization (if any), and any of its present or future subsidiaries, associates, affiliates; and,

(D) Any organization or enterprise over which it has direct or indirect control (now or in the future).

(ii) “USSOCOM” means: USSOCOM Headquarters, USSOCOM Components, Theater Special Operations Commands (TSOC), Joint Special Operations Command (JSOC) and any future entity USSOCOM may establish to support its mission.

(iii) “Affiliates” means concerns and entities where one controls or has the power to control the other, or a third party or parties controls or has the power to control both. It does not matter whether control is exercised, so long as the power to control exists.

(b) The contracting officer has determined that the work to be performed by the contractor under this contract is of such a nature that it is likely to create an organizational conflict of interest as contemplated and defined by Subpart 9.5 of the Federal Acquisition Regulation (FAR). The contractor (as defined in paragraph (d) below) shall not engage in contract activities which may impair its ability to render unbiased advice and recommendations, or in which it may gain an unfair competitive advantage as a result of the knowledge, information and experience gained during the performance of this contract.

(c) Additionally, The Prime contractor agrees that neither it, nor its affiliates and subcontractors shall be eligible to receive a Prime contract with USSOCOM during the performance of this contract. Further, neither the Prime contractor nor its affiliates and subcontractors shall team with or subcontract to any company that bids for or is awarded a contract with USSOCOM during the performance of this contract. These prohibitions will be in force for the full period of performance of both the Prime contract and all task orders awarded under the Prime contract.

(d) The Contractor may be required to perform technical evaluation of contractor offers and/or products as well as advisory and assistance services relative to the same. In these instances, the Contractor shall not evaluate or advise the Government concerning its own products or activities.

(e) Government representatives shall have access to the contractor's premises and the right to inspect all pertinent books and records in order to insure that the contractor is in compliance with Subpart 9.5 of the FAR and this provision.

(f) If the contractor, after award, discovers a potential organizational conflict of interest, a prompt and full disclosure shall be made in writing to the contracting officer. This disclosure shall include a description of the actions the contractor has taken or proposes to take to avoid or mitigate the conflict.

(g) Exception to bidding and award: the Prime contractor and its subcontractors may bid on and may be awarded a follow-on contract for the requirements cited in this contract’s Statement of Work.

(h) The contractor shall include this clause, including this paragraph, in subcontracts of any tier. The use of this clause in such subcontracts shall be read by substituting the word "subcontractor" for the word "contractor" wherever the latter appears.”

H.2. PROTECTION OF PROPRIETARY INFORMATION

(a) The Contractor shall train and inform its employees of Subpart 9.5 of the FAR and this contract clause, and shall execute a Contractor-Employee Personal Financial Interest/Protection of Sensitive Information Agreement as appropriate.

(b) The Contactor agrees that it will use all reasonable diligence in protecting proprietary data received by it. The Contractor further agrees it will not willfully disclose proprietary data to unauthorized parties without the prior permission of the Government, and that proprietary data shall not be duplicated, used or disclosed, in whole or part, for any purpose other than to accomplish the contracted effort. This restriction does not limit the contractors right to use, duplicate or disclose such information if such information was lawfully obtained by the contractor from other sources.

(c) The Contractor agrees to enter into written agreements with all companies whose proprietary data it shall have access to and protect such data from unauthorized use or disclosure as long as it remains proprietary. The Contractor shall furnish to the Contracting Officer copies of these written agreements within 30 days. The Contractor agrees to protect the proprietary data and rights of other organizations disclosed to the Contractor during performance of this contract with the same caution that a reasonably prudent Contractor would use to safeguard highly valuable property. The Contractor shall not use proprietary information for any purpose other than that for which it was furnished.

(d) The Contractor shall not distribute reports, data or information of any nature arising from its performance under this contract, except as provided by this contract or as may be directed by the Contracting Officer.

(e) Government Representatives shall have access to the Contractor’s premises and the right to inspect all pertinent books and records in order to ensure that the contractor is in compliance with FAR 9.5.

(f) The Contractor agrees that if after award it discovers a potential organizational conflict of interest, a prompt and full disclosure shall be made in writing to the Contracting Officer. This disclosure shall include a description of the actions the Contractor has taken or proposes to take, to avoid or mitigate such conflicts.

(g) The Government may waive application of this clause when it is determined to be in the best interest of the Government to do so.

H.3. GOVERNMENT-CONTRACTOR RELATIONSHIPS

(a) The Government and the contractor understand and agree that the services to be delivered under this contract are non-personal services. The parties recognize and agree that no employer-employee relationships exist or will exist under the contract between the Government and Contractor and/or between the Government and the Contractor's employees. It is therefore, in the best interest of the Government to afford the parties a full and complete understanding of their respective obligations.

(b) Contractor personnel under this contract shall not be:

1. Placed in a position where they are appointed or employed by a Federal Officer, or are under the supervision, direction, or evaluation of a Federal Officer, Military or Civilian.

2. Placed in a staff or policy making position.

3. Placed in a position of command, supervision, administration or control over Military or Civilian Personnel, or personnel of other contractors, or become a part of the Government organization.

4. Be used for the purpose of avoiding manpower ceilings or other personnel rules and regulations or the Civil Service Commission.

5. Used to perform inherently governmental functions IAW FAR 7.5

(c) The services to be performed under this contract do not require the contractor or its employees to exercise personal judgment or discretion on behalf of the Government, but rather the contractor's employees will act and exercise personal judgment and discretion on behalf of the contractor.

(d) Rules, regulations, directions and requirements which are issued by command authorities under their responsibility for good order, administration, and security are applicable to all personnel who enter the installation, or who travel to other installations in support of this contract. This is not to be construed or interpreted to establish any degree of Government control, which is inconsistent with a non-personal service contract.

(e) The Contactor shall provide fully trained and experienced personnel required for performance under task orders awarded under this contract. The Contractor shall train Contractor personnel, at its own expense, except when the KO has given prior approval for specific training to meet special requirements that are peculiar to a particular task order.

(f) Except as otherwise provided in an individual task order, the Contractor shall, at its own expense, be responsible for obtaining any and all licenses, certifications, authorizations, approvals, and permits, and for complying with any applicable Federal, national, state, and municipal laws, codes, and regulations, and any applicable foreign work permits, authorizations, and/or visas in connection with the performance of any applicable task order issued under this contract.

H.4. COST PLUS FIXED FEE-LEVEL OF EFFORT (CPFF-LOE)

(a) The level of effort estimated to be ordered during the term of this contract is man-hours of direct labor, including authorized subcontract labor, if any, as identified in the pricing matrix for each task order. The estimated composition of the total man-hours of direct labor by labor category is outlined in the pricing matrix for each task order for the period of performance reflected in each task order.

(b) In performing a task order, the contractor may use any combination of hours of the labor categories listed in the task order.

(c) Either the "Limitation of Cost" or the "Limitation of Funds" clause, depending upon whether the order is fully funded, applies to each order under this contract and nothing in this clause amends the rights or responsibilities of the parties hereto under either of those two clauses. In addition, the notifications required by this clause are separate and distinct from any specified in either the "Limitation of Cost" or the "Limitation of Funds" clause.

(d) Within thirty (30) days after completion of the work under each task order, the contractor shall submit the following information directly, in writing, to the Contracting Officer, the Contracting Officer's Representative and the Defense Contract Audit Agency Office to which voucher are submitted.

1. The total number of man-hours of direct labor, including subcontract labor expended.

2. A breakdown of this total showing the number of man-hours expended in each direct labor classification listed in the delivery order schedule, including the identification of key employees utilized.

3. The contractor's estimate of total allowable costs incurred under the task order.

4. In the case of a cost underrun, the estimated amount of the excess may be reduced on the task order to allow the excess funds to be recovered.

(e) In the event that less than 100% of the estimated level of effort for this basic contract is expended; or if said level of effort has been previously revised upward, of the fee bearing portion of the additional hours by which the level of effort was last increased; or is actually expended by the completion date of the contract, the Government shall have the option of:

1. Requiring the contractor to continue performance, subject to the provision of the "Limitation of Cost" clause, or, as applicable, the "Limitation of Funds" clause, until the effort expended equals 100% of the original level of effort or of the fee bearing portion of the last upward revision; or

2. Effecting a reduction in the fixed fee by the percentage by which the total expended man-hours is less than 100% of the original level of effort or the fee bearing portion of the last upward revision.

(f) In the event that the incurred level of effort exceeds 3% of the task order requirement, but does not exceed the estimated cost of the contract, the contractor shall be entitled to cost reimbursement for actual hours expended, not to exceed the ceiling cost. The contractor shall not be paid a fixed fee, however, on the level of effort in excess of 100% without complying with paragraph (d) above. This understanding does not supersede or change subsection (d) above, whereby the contractor and Government may agree on a change to the task order level of effort with an equitable adjustment of both the cost and fee. Further, the contractor shall not exceed 100% of the total level of effort specified in the basic contract.

H.5. COMMON ACCESS CARDS FOR CONTRACTOR PERSONNEL

(a) For installation(s)/location(s) cited in the contract, contractors shall ensure Common Access Cards (CACs) are obtained by all contract or subcontract personnel who meet one or both of the following criteria:

1. Require logical access to Department of Defense computer networks and systems in either:

i. the unclassified environment; or

ii. the classified environment where authorized by governing security directives.

2. Perform work which requires the use of a CAC for installation entry control or physical access to facilities and buildings.

(b) Contractors and their personnel shall follow the procedures outlined in the DMDC Trusted Associate Sponsorship System Trusted Agent (TASS) User Guide Version 4.0 dated March 2013, and any subsequent versions. The Trusted Agents for this contract are the appointed CORs for task orders and the Primary Contracting Officer’s Representative (PCOR) for the contractor management team. It is the prime contractor’s responsibility to ensure the CORs have all updated information necessary to process re-verifications and new requests timely in the TASS.

(c) During the performance period of the contract, the contractor shall:

1. Return CACs to either the nearest RAPIDS office or to the COR no later than the next business day of a change in status for contractor personnel who no longer require logical or physical access;

2. Return CACs to either the nearest RAPIDS office or to the COR no later than the next business day following a CACs expiration date; and

3. Report lost or stolen CACs in accordance with local policy/directives.

(d) No later than the next business day following completion/termination of the contract, the contractor shall return all CACs issued to their personnel to the nearest Rapids office or the COR.

(e) Failure to comply with these requirements may result in withholding of final payment.

CLAUSES INCORPORATED BY FULL TEXT

5652.204-9003 Disclosure of Unclassified Information (2013)

(a) On September 21, 2001, the Department of Defense designated Headquarters US Special Operations Command (USSOCOM) a sensitive unit, as defined by Title 10 United States Code (USC) Section 130b (10 USC 130b). In keeping with this designation, unclassified information related to USSOCOM military technology acquisitions managed by USSOCOM or any of its component commands, will be designated Controlled Unclassified Information (CUI). As such, the contractor hereby unequivocally agrees that it shall not release to anyone outside the Contractor’s organization any unclassified information, regardless of medium (e.g., film, tape, document, contractor’s external website, newspaper, magazine, journal, corporate annual report, etc.), pertaining to any part of this contract or any program related to this contract, unless the Contracting Officer has given prior written approval. Furthermore, any release of information which associates USSOCOM, Special Operation Forces (SOF), or any component command with an acquisition program, contractor, or this contract is prohibited unless specifically authorized by USSOCOM.

(b) Request for approval shall identify the specific information to be released, the medium to be used, and the purpose for the release. The contractor shall submit the request to the Contracting Officer at least 45 days before the propose date for release for approval. No release of any restricted information shall be made without specific written authorization by the Contracting Office.

(c) The protection of sensitive but unclassified data reflecting Special Operations technologies, personnel, plans, and business associations requires due diligence on the part of those in possession of such information. The application of appropriate security measures to ensure the safekeeping of USSOCOM and company proprietary data, intellectual property, and personnel data is the responsibility of all parties who have access to such information. All contractors supporting USSOCOM are required to inform the Contracting Officer within three business days of when there has been a breach or successful penetration of the contractor’s network(s) or information system(s). Breaches include unauthorized intrusions of the contractor’s server(s) from external parties whether through introduction of malware, hacking, the compromise of access passwords, or any other unauthorized access or compromise. Breaches also include the physical loss of storage media such and disks, hard drives, thumb drives, laptops or other devices which contain duplicates of information contained on the contractor’s data systems, or the willful or accidental transmission, copying or posting of contract information which has not been specifically authorized by the Contracting Officer. Estimates of damage and mitigation strategies will be submitted to the Contracting Officer within a period following the breach specified and agreed upon by the Contractor and the Contracting Officer.

(d) The Contractor shall include a similar requirement to this clause in each subcontract under this contract. Subcontractors shall submit request for authorization to release and notifications related to cyber security breaches through the prime contractor to the Contracting Officer.

(e) The Contractor further understands that Title 18 USC Section 701 specifically prohibits the use of the USSOCOM emblem or logo in any medium (e.g., corporate website, marketing brochure, news paper, magazine, etc.) unless authorized in writing by USSOCOM. Forward any request to use the USSOCOM emblem or logo through the Contracting Officer.

(end of clause)

CLAUSES INCORPORATED BY FULL TEXT

5652.209-9003 Use of Contractor Support/Advisory Personnel as Contract Specialists (2006)

The contractor’s attention is directed to the fact that contractor personnel may assist the Government in a contract administrator role for administration of this contract. Execution of this contract constitutes approval to release the contract and contractor’s proposal to Government Support Contractors who have signed Non-Disclosure and Rules of Conduct/Conflict of Interest Statements.

(end of clause)

CLAUSES INCORPORATED BY FULL TEXT

5652.216-9004 Procedures for Issuing Task/Delivery Orders under Single Award, Indefinite Delivery-Indefinite Quantity Contracts (2003) (These procedures apply to the issuance of future task orders)

General. This contract is designed to meet the wide and varied needs of USSOCOM. The Government may unilaterally deviate from these procedures at any time as required. The Contractor shall perform in accordance with the awarded task order including all terms and conditions of the basic contract and any additional specific information awarded at the task order level. Task orders may include option year periods.

(a) Government Requests for Task Order Proposals: When the Government has a requirement for services to be performed under this contract, the Contracting Officer will issue a request for task order proposal either in writing/by telephone/ electronic transmission. Each request will include, but not necessarily be limited to, the following:

(1) Request for proposal title

(2) Statement of Work

(3) Instructions to Offerors

(4) Performance period

(5) A listing of Government furnished property to be provided to the Contractor

(6) Travel requirements

(b) Submission of Proposals: The Contractor's proposal must comply with the Instructions to Offerors included in the request for task order proposal. The Contractor shall have 10 days to submit their proposals, unless:

(1) A longer timeframe is specified in the request for task order proposal, or

(2) It is an urgent requirement.

(c) Maximum Fixed Fee. The maximum allowable Fixed Fee shall be (TBD) for the life of the IDIQ ordering period. (TBD-based on the proposed maximum fee)

(d) Urgent Requirements: In the event of an urgent requirement, the Contractor shall provide a written proposal within the timeframe specified by the Contracting Officer in the specified format.

(e) Authorization to Proceed on Task Orders. In time-critical circumstances, after award and prior to the Contractor’s receipt of the contractual instrument, the Contracting Officer may direct the Contractor in writing, verbally, or electronically, to commence performance of the task. Otherwise, the Contractor is not authorized to commence task performance prior to the issuance of the task order or other written or electronic notice provided by the Contracting Officer. In no case shall the Contractor commence work without explicit approval from the Contracting Officer.

(f) Option exercises at Task Order Level. Options will be accomplished in accordance with FAR subpart 17.207. Task order option periods will be outlined in each task order. In accordance with FAR 17.207 the Contracting Officer must make certain determinations prior to exercising any options. Accordingly, prior to exercising a task order option period the contractor will be required to provide supporting data (e.g. market research, pricing data) to assist the Contracting Officer with the determinations.

(g) Task Order Completion. CPFF task orders will be closed out in accordance with DCAA procedures.

(h) Task and Delivery Order Ombudsman. The Task and Delivery Order Ombudsman is responsible for reviewing complaints regarding this contract. The Ombudsman shall review complaints from the contractors and ensure all contractors are afforded a fair opportunity to be considered, consistent with the procedures of the contract. Additional information on the ombudsman can be viewed at http://www.socom.mil/sordac/Pages/Ombudsman.aspx.

Section I - Contract Clauses

CLAUSES INCORPORATED BY REFERENCE

52.216-19 Order Limitations. (OCT 1995)

(a) Minimum order. When the Government requires supplies or services covered by this contract in an amount of less than $2,500.00, the Government is not obligated to purchase, nor is the Contractor obligated to furnish, those supplies or services under the contract.

(b) Maximum order. The Contractor is not obligated to honor:

(1) Any order for a single item in excess of $150,000,000.00;

(2) Any order for a combination of items in excess of $150,000,000.00; or

(3) A series of orders from the same ordering office within 30days that together call for quantities exceeding the limitation in subparagraph (1) or (2) above.

(c) If this is a requirements contract (i.e., includes the Requirements clause at subsection 52.216-21 of the Federal Acquisition Regulation (FAR)), the Government is not required to order a part of any one requirement from the Contractor if that requirement exceeds the maximum-order limitations in paragraph (b) above.

(d) Notwithstanding paragraphs (b) and (c) above, the Contractor shall honor any order exceeding the maximum order limitations in paragraph (b), unless that order (or orders) is returned to the ordering office within 5days after issuance, with written notice stating the Contractor's intent not to ship the item (or items) called for and the reasons. Upon receiving this notice, the Government may acquire the supplies or services from another source.

(End of clause)

52.216-22 Indefinite Quantity. (OCT 1995)

(a) This is an indefinite-quantity contract for the supplies or services specified, and effective for the period stated, in the Schedule. The quantities of supplies and services specified in the Schedule are estimates only and are not purchased by this contract.

(b) Delivery or performance shall be made only as authorized by orders issued in accordance with the Ordering clause. The Contractor shall furnish to the Government, when and if ordered, the supplies or services specified in the Schedule up to and including the quantity designated in the Schedule as the "maximum". The Government shall order at least the quantity of supplies or services designated in the Schedule as the "minimum".

(c) Except for any limitations on quantities in the Order Limitations clause or in the Schedule, there is no limit on the number of orders that may be issued. The Government may issue orders requiring delivery to multiple destinations or performance at multiple locations.

(d) Any order issued during the effective period of this contract and not completed within that period shall be completed by the Contractor within the time specified in the order. The contract shall govern the Contractor's and Government's rights and obligations with respect to that order to the same extent as if the order were completed during the contract's effective period; provided, that the Contractor shall not be required to make any deliveries under this contract after the time period specified in the task order.

(End of clause)

52.217-8 OPTION TO EXTEND SERVICES (NOV 1999)

The Government may require continued performance of any services within the limits and at the rates specified in the contract. These rates may be adjusted only as a result of revisions to prevailing labor rates provided by the Secretary of Labor. The option provision may be exercised more than once, but the total extension of performance hereunder shall not exceed 6 months. The Contracting Officer may exercise the option by written notice to the Contractor within 10 days prior to contract expiration.

(End of clause)

52.217-9 OPTION TO EXTEND THE TERM OF THE CONTRACT (MAR 2000)

Applies to Task Orders that include options.

(a) The Government may extend the term of this contract by written notice to the Contractor within 15 days prior to the end of the current period of performance; provided that the Government gives the Contractor a preliminary written notice of its intent to extend at least 30 days before the contract expires. The preliminary notice does not commit the Government to an extension.

(b) If the Government exercises this option, the extended contract shall be considered to include this option clause.

(c) The total duration of this contract, including the exercise of any options under this clause, shall not exceed 60 months (at the task order level).

(End of clause)

52.219-28 POST-AWARD SMALL BUSINESS PROGRAM REPRESENTATION (JULY 2013)

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

Long-term contract means a contract of more than five years in duration, including options. However, the term does not include contracts that exceed five years in duration because the period of performance has been extended for a cumulative period not to exceed six months under the clause at 52.217-8, Option to Extend Services, or other appropriate authority.

Small business concern means a concern, including its affiliates, that is independently owned and operated, not dominant in the field of operation in which it is bidding on Government contracts, and qualified as a small business under the criteria in 13 CFR part 121 and the size standard in paragraph (c) of this clause. Such a concern is ``not dominant in its field of operation'' when it does not exercise a controlling or major influence on a national basis in a kind of business activity in which a number of business concerns are primarily engaged. In determining whether dominance exists, consideration shall be given to all appropriate factors, including volume of business, number of employees, financial resources, competitive status or position, ownership or control of materials, processes, patents, license agreements, facilities, sales territory, and nature of business activity.

(b) If the Contractor represented that it was a small business concern prior to award of this contract, the Contractor shall rerepresent its size status according to paragraph (e) of this clause or, if applicable, paragraph (g) of this clause, upon the occurrence of any of the following:

(1) Within 30 days after execution of a novation agreement or within 30 days after modification of the contract to include this clause, if the novation agreement was executed prior to inclusion of this clause in the contract.

(2) Within 30 days after a merger or acquisition that does not require a novation or within 30 days after modification of the contract to include this clause, if the merger or acquisition occurred prior to inclusion of this clause in the contract.

(3) For long-term contracts--

(i) Within 60 to 120 days prior to the end of the fifth year of the contract; and

(ii) Within 60 to 120 days prior to the date specified in the contract for exercising any option thereafter.

(c) The Contractor shall rerepresent its size status in accordance with the size standard in effect at the time of this rerepresentation that corresponds to the North American Industry Classification System (NAICS) code assigned to this contract. The small business size standard corresponding to this NAICS code can be found at http://www.sba.gov/content/table-small-business-size-standards.

(d) The small business size standard for a Contractor providing a product which it does not manufacture itself, for a contract other than a construction or service contract, is 500 employees.

(e) Except as provided in paragraph (g) of this clause, the Contractor shall make the representation required by paragraph (b) of this clause by validating or updating all its representations in the Representations and Certifications section of the System for Award Management (SAM) and its other data in SAM, as necessary, to ensure that they reflect the Contractor's current status. The

Contractor shall notify the contracting office in writing within the timeframes specified in paragraph (b) of this clause that the data have been validated or updated, and provide the date of the validation or update.

(f) If the Contractor represented that it was other than a small business concern prior to award of this contract, the Contractor may, but is not required to, take the actions required by paragraphs (e) or (g) of this clause.

(g) If the Contractor does not have representations and certifications in SAM, or does not have a representation in SAM for the NAICS code applicable to this contract, the Contractor is required to complete the following rerepresentation and submit it to the contracting office, along with the contract number and the date on which the rerepresentation was completed:

The Contractor represents that it ( ) is, ( ) is not a small business concern under NAICS Code 541611- assigned to contract number TBD.

(Contractor to sign and date and insert authorized signer's name and title).

(End of clause)

52.252-2 CLAUSES INCORPORATED BY REFERENCE (FEB 1998)

This contract incorporates one or more clauses by reference, with the same force and effect as if they were given in full text. Upon request, the Contracting Officer will make their full text available. Also, the full text of a clause may be accessed electronically at this/these address(es):

http://farsite.hill.af.mil

(End of clause)

52.252-6 AUTHORIZED DEVIATIONS IN CLAUSES (APR 1984)

(a) The use in this solicitation or contract of any Federal Acquisition Regulation (48 CFR Chapter 1) clause with an authorized deviation is indicated by the addition of "(DEVIATION)" after the date of the clause.

(b) The use in this solicitation or contract of any Defense Federal Acquisition Regulation DFARs (48 CFR 2) clause with an authorized deviation is indicated by the addition of "(DEVIATION)" after the name of the regulation.

(End of clause)

252.216-7006 ORDERING (MAY 2011)

(a) Any supplies and services to be furnished under this contract shall be ordered by issuance of delivery orders or task orders by the individuals or activities designated in the contract schedule. Such orders may be issued from the effective date of the contract through 5-years.

(b) All delivery orders or task orders are subject to the terms and conditions of this contract. In the event of conflict between a delivery order or task order and this contract, the contract shall control.

(c)(1) If issued electronically, the order is considered ``issued'' when a copy has been posted to the Electronic Document Access system, and notice has been sent to the Contractor.

(2) If mailed or transmitted by facsimile, a delivery order or task order is considered ``issued'' when the Government deposits the order in the mail or transmits by facsimile. Mailing includes transmittal by U.S. mail or private delivery services.

(3) Orders may be issued orally only if authorized in the schedule.

(End of Clause)

5652.201-9002 Authorized Changes Only by Contracting Officer (2005)

The Contractor shall not comply with any order, direction or request of Government personnel unless it is issued in writing and signed by the Contracting Officer, or is pursuant to specific authority otherwise included as part of this contract. Except as specified herein, no order, statement, or conduct of Government personnel who visit the contractor’s facilities or in any other manner communicates with Contractor personnel during the performance of this contract shall constitute a change under the Changes clause in Section I. In the event the Contractor effects any change at the direction of any person other the Contracting Officer, the change will be considered to have been made without authority and no adjustment will be made in the contract price to cover any increase in cost incurred as a result thereof. The Contracting Officer is Karen M Stevens, Karen.stevens@socom.mil.

(end of clause)

5652.204-9002 Instructions for the Use of Electronic Contracts (2007) Section I

In accordance with DoD policy, this solicitation and the resulting contract will be executed and documented through electronic means. As a result, the use of the terms "documented," "copy," "printed," "in writing," or "written" within this document shall refer to all electronically transmitted documents that will become part of the electronic contract file and an official government record. Any reference to official signatures and signed documents shall refer to electronic signatures. Whenever an electronic signature is used it shall have the full force and effect as a handwritten signature.

End of Clause

5652.233-9000 Independent Review of Agency Protests (2009)

All protests shall be submitted through the Contracting Officer. A request for an independent review of the protest decision may be made to the Director of Procurement. Submit request in accordance with FAR 33.104(d)(4) to: United States Special Operations Command Directorate of Procurement, Chief, (SORDAC-KA), 7701 Tampa Point Blvd., MacDill AFB, FL 33621, Fax (813) 826-7504.

(end of clause)

5652.237-9000 Contractor Personnel Changes (1998)

(a) The contractor shall have the right to remove his personnel assigned to perform the tasks hereunder and to substitute other qualified personnel provided that the Contracting Officer is notified of such removal and replacement. The contractor shall notify the Contracting Officer prior to such change, giving the new employee's name, security clearance and technical qualifications.

(b) Any removals or replacements for the convenience of the contractor shall be at no additional cost to the Government. Cost to be borne by the contractor include but are not limited to time of travel, travel and training costs for replacement personnel.

(c) Removals or replacements of contractor personnel shall be considered for the convenience of the contractor except when such removal is for:

(1) employees removed as a result of cancellation or completion of the contract,

(2) employees replaced due to death or incapacitating illness or injury,

(3) or employees removed or replaced at the Government's request.

(d) If any employee removes him/herself from the employ of the contractor, such removal will be at no additional cost to the Government.

(end of clause)

5652.237-9001 Key Personnel Requirements (2003)

(a) Certain experienced professional and/or technical personnel are essential for successful accomplishment of the work to be performed under this contract. Such personnel are defined as "Key Personnel" and are those persons whose resumes were submitted for evaluation of the proposal. The contractor agrees that such personnel shall not be removed from the contract work or replaced without compliance with the following:

1) If one or more of the key personnel, for any reason, becomes or is expected to become unavailable for work under this contract for a continuous period exceeding 30 work days, or is expected to devote substantially less effort to the work than indicated in the proposal or initially anticipated, the contractor shall, subject to the concurrence of the Contracting Officer or an authorized representative, promptly replace personnel with personnel of equal ability and qualifications.

2) All requests for approval of substitutions hereunder must be in writing and provide a detailed explanation of the circumstances necessitating the proposed substitutions. The request must contain a resume for the proposed substitute, and any other information requested by the Contracting Officer. The Contracting Officer shall promptly notify the contractor of approval or disapproval in writing.

(b) If the Contracting Officer determines that suitable and timely replacement of Key Personnel who have been reassigned, terminated or have otherwise become unavailable for the contract work is not reasonably forthcoming or that the resultant reduction of productive effort would be so substantial as to impair successful completion of the contract, the Contracting Officer may terminate the contract for default or for the convenience of the Government, as appropriate, or make an equitable adjustment to the contract to compensate the Government for any resultant delay, loss or damage.

(c) The follow positions are identified as Key Personnel:

IDIQ Program Manager

Task Lead, as specified in the task order

Others, as identified at the task order level

(end of clause)

5652.242-9002 Accounting for Common Access Cards (CACs) for Contractor Personnel Departing HQ USSOCOM (2014)

(a) In the event a contractor employee separates without advance notice (either quits or is terminated), the contractor shall immediately…