DRAFT H92241-12-R-0004 DRAFT.pdf

CODE

(Hour)

PAGE(S)

until local time

X

A X B X C

D

EX

X G F 24

25 - 30 X H 31 - 35

RATING PAGE OF PAGES

7. ISSUED BY

(Date)

IMPORTANT - Award will be made on this Form, or on Standard Form 26, or by other authorized official written notice.

Previous Edition is Unusable 33-134 STANDARD FORM 33 (REV. 9-97)

Prescribed by GSA FAR (48 CFR) 53.214(c)

1 35

(If other than Item 7)

15A. NAME 16. NAME AND TITLE OF PERSON AUTHORIZED TO

AND

ADDRESS

SIGN OFFER (Type or print)

OF

OFFEROR

AMENDMENT NO. DATE

15B. TELEPHONE NO (Include area code) 17. SIGNATURE15C. CHECK IF REMITTANCE ADDRESS

IS DIFFERENT FROM ABOVE - ENTER

SUCH ADDRESS IN SCHEDULE.

18. OFFER DATE

1. THIS CONTRACT IS A RATED ORDER

UNDER DPAS (15 CFR 700)

2. CONTRACT NO.

H92241 8. ADDRESS OFFER TO

See Item 7

9. Sealed offers in original and copies for furnishing the supplies or services in the Schedule will be received at the place specified in Item 8, or if handcarried, in the depository located in

CAUTION - LATE Submissions, Modifications, and Withdrawals: See Section L, Provision No. 52.214-7 or 52.215-1. All offers are subject to all terms and conditions contained in this solicitation.

10. FOR INFORMATION

CALL:

A. NAME (NO COLLECT CALLS)

11. TABLE OF CONTENTS

SOLICITATION/ CONTRACT FORM

SUPPLIES OR SERVICES AND PRICES/ COSTS

2 - 4

X I CONTRACT CLAUSES

DESCRIPTION/ SPECS./ WORK STATEMENT X

PACKAGING AND MARKING

5 J LIST OF ATTACHMENTS

INSPECTION AND ACCEPTANCE

DELIVERIES OR PERFORMANCE

X K

REPRESENTATIONS, CERTIFICATIONS AND

OTHER STATEMENTS OF OFFERORS

CONTRACT ADMINISTRATION DATA 8 X

SPECIAL CONTRACT REQUIREMENTS

OFFER (Must be fully completed by offeror) 9 - 14 X M

L INSTRS., CONDS., AND NOTICES TO OFFERORS

EVALUATION FACTORS FOR AWARD

NOTE: Item 12 does not apply if the solicitation includes the provisions at 52.214-16, Minimum Bid Acceptance Period.

is inserted by the offeror) from the date for receipt of offers specified above, to furnish any or all items upon which prices are offered at the price set opposite each item, delivered at the designated point(s), within the time specified in the schedule.

13. DISCOUNT FOR PROMPT PAYMENT

(See Section I, Clause No. 52.232-8)

14. ACKNOWLEDGMENT OF AMENDMENTS

(The offeror acknowledges receipt of amendments

AMENDMENT NO. DATE

to the SOLICITATION for offerors and related documents numbered and dated):

FACILITY

12. In compliance with the above, the undersigned agrees, if this offer is accepted within calendar days (60 calendar days unless a different period

SOLICITATION, OFFER AND AWARD

X

(X) SEC. DESCRIPTION (X) SEC. DESCRIPTION PAGE(S)

PART I - THE SCHEDULE

26. NAME OF CONTRACTING OFFICER (Type or print) 27. UNITED STATES OF AMERICA 28. AWARD DATE

EMAIL:TEL: (Signature of Contracting Officer)

CODE CODE

B. TELEPHONE (Include area code) C. E-MAIL ADDRESS

AWARD (To be completed by Government)

19. ACCEPTED AS TO ITEMS NUMBERED 20. AMOUNT 21. ACCOUNTING AND APPROPRIATION

22. AUTHORITY FOR USING OTHER THAN FULL AND OPEN COMPETITION:

10 U.S.C. 2304(c)( ) 41 U.S.C. 253(c)( ) (4 copies unless otherwise specified)

23. SUBMIT INVOICES TO ADDRESS SHOWN IN ITEM

24. ADMINISTERED BY (If other than Item 7) CODE 25. PAYMENT WILL BE MADE BY CODE

PART IV - REPRESENTATIONS AND INSTRUCTIONS

PART III - LIST OF DOCUMENTS, EXHIBITS AND OTHER ATTACHMENTS

15 - 22

PART II - CONTRACT CLAUSES

TECHNOLOGY APPLICATIONS CONTRACTING OFFI

BLDG 401, LEE BLVD

ATTN: MICHAEL WASTELLA

FORT EUSTIS VA 23604 757.878.3299, X-259

757.878.4199FAX:

TEL:

FAX:

TEL:

NOTE: In sealed bid solicitations "offer" and "offeror" mean "bid" and "bidder".

SOLICITATION

6. REQUISITION/PURCHASE NO.5. DATE ISSUED

07 May 2012

4. TYPE OF SOLICITATION

SEALED BID (IFB)

NEGOTIATED (RFP)

[ X ]

3. SOLICITATION NO.

H92241-12-R-0004

Section B - Supplies or Services and Prices

ITEM NO SUPPLIES/SERVICES MAX

QUANTITY

UNIT UNIT PRICE MAX AMOUNT

0001 UNDEFINED

Labor

FFP

FOB: Destination

MAX

NET AMT

UNIT UNIT PRICE MAX AMOUNT

0002 UNDEFINED

Travel

COST

MAX COST

UNIT UNIT PRICE MAX AMOUNT

0003 UNDEFINED

ODC

COST

UNIT UNIT PRICE MAX AMOUNT

1001 UNDEFINED

OPTION Labor

FFP

Option ordering period will be exercised as part of Award Term approval.

MAX

NET AMT

UNIT UNIT PRICE MAX AMOUNT

1002 UNDEFINED

OPTION Travel

COST

UNIT UNIT PRICE MAX AMOUNT

1003 UNDEFINED

OPTION ODC

COST

MINIMUM AND MAXIMUM

MINIMUM AND MAXIMUM IN ACCORDANCE WITH FAR 16.504(a)(1):

The Government will order a minimum of $10,000 in services under the contract, with a maximum ordering limitation of $200,000,000.

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

VALUE

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

CLIN

MINIMUM

QUANTITY

MINIMUM

AMOUNT

MAXIMUM

QUANTITY

MAXIMUM

AMOUNT

Section C - Descriptions and Specifications

STATEMENT OF OBJECTIVES

STATEMENT OF OBJECTIVES (SOO)

1.0 Scope of Services:

The Contractor shall provide, on a non-personal services basis, aviation and combat skills training; logistics, program integration, and flight support to the 160th Special Operations Aviation Training Battalion (SOATB), the Technology Applications Program Office (TAPO), and the160th Special Operations Aviation Regiment (Airborne) (160th SOAR (A)). The 160th SOAR (A) supports worldwide contingency operations using a fleet of highly modified aircraft. The Government will procure these support services through the issuance of task orders under this contract. The Contractor shall be responsible for providing the requested support services, including all management and labor, equipment, tools, and supplies not otherwise specified as Government furnished using the professional labor categories listed in Attachment 1. The Contractor shall schedule, coordinate, and cooperate with all various Government, other contractors, and/or external agencies.

2.0 Program Management:

The Contractor shall manage all aspects of contract performance and provide stewardship of Government resources.

The Contractor shall provide a responsive and proactive organization that is trained to perform the required services at a proficient skill level. The Contractor shall provide an overall Program Manager (not separately priced under the professional labor categories) responsible for overall supervision and control of all services procured as part of this contract. The Program Manager, or an alternate, shall be available during normal Government duty hours (8 to 5, Monday-Friday) to discuss contractor matters with Government Personnel when requested.

3.0 Contractor Prepared Plans:

Individual task orders will indentify required Contractor prepared plans, such as transition plan for start of contracted services, key control. Contractor shall have a quality control program to ensure support services are performed in accordance with the requirements of this contract and the individually issued task orders. Contractor shall provide copies of any required plans to the Contracting Officer.

Section E - Inspection and Acceptance

INSPECTION AND ACCEPTANCE TERMS

Supplies/services will be inspected/accepted at:

CLIN INSPECT AT INSPECT BY ACCEPT AT ACCEPT BY

0001 N/A N/A N/A Government 0002 N/A N/A N/A Government 0003 N/A N/A N/A Government 1001 N/A N/A N/A Government 1002 N/A N/A N/A Government 1003 N/A N/A N/A Government

Section F - Deliveries or Performance

DELIVERY INFORMATION

CLIN DELIVERY DATE QUANTITY SHIP TO ADDRESS UIC

0001 POP 01-DEC-2012 TO

30-NOV-2017

N/A N/A

0002 POP 01-DEC-2012 TO

30-NOV-2017

0003 POP 01-DEC-2012 TO

30-NOV-2017

1001 POP 01-DEC-2017 TO

30-NOV-2022

1002 POP 01-DEC-2017 TO

1003 POP 01-DEC-2017 TO

Section G - Contract Administration Data

CLAUSES INCORPORATED BY REFERENCE

252.204-0007 Contract-wide: Sequential ACRN Order SEP 2009

CLAUSES INCORPORATED BY FULL TEXT

5652.228-9000 Required Insurance (2003)

The kinds and minimum amounts of insurance required in accordance with 52.228-5 "Insurance-Work on a Government Installation" are as follows:

TYPE AMOUNT

Automobile Bodily Injury Liability $200,000 per person/ $500,000 per occurrence

(EXAMPLE)

Property Damage Liability $20,000 per occurrence (EXAMPLE) Workers Compensation & Occupational Disease As required by federal and State Statutes Employer's Liability $100,000(EXAMPLE)

(end of clause)

Section H - Special Contract Requirements

GENERAL CONTRACT CONDITIONS

H.1 GENERAL CONTRACT CONDITIONS

1. Work Schedule

a. Contractor shall support the task order statement of objectives by scheduling its personnel to match Government operations. Contractor work schedule will be part of Contractor proposal in response to Government request for task order proposal

b. Flex time may be authorized prior to execution by the Contracting Officer’s Representative (COR) provided it is based on a regular schedule. All personnel must be present for work during the core work hours specified for each location. All request for flex time shall be submitted electronically to the COR by the PM and shall provided detailed justification for the flex time.

c. The contractor shall provide a monthly work schedule for all personnel to the contracting officer and contracting officer’s representative on the first workday of each month. At the end of the month, the contractor shall provide a copy of each employee’s time sheets for the month along with the invoice to the contracting officer. Employee’s may only log on their time sheets actual time worked, down time while on travel does not constitute billable hours..In the event the contractor’s employees do not meet the required work hours, the contract may be equitably adjusted. Any such equitable adjustments shall be made within 90 days of the incident giving rise to the equitable adjustment.

1.1. Scheduled Federal Holidays

Federal Holidays New Year’s Day January 1 Martin Luther King’s Birthday Observation Third Monday in January President’s Day Third Monday in February Memorial Day Last Monday in May Independence Day July 4 Labor Day First Monday in September Columbus Day Second Monday in October Veterans Day November 11 Thanksgiving Day Fourth Thursday in November Christmas Day December 25

NOTE: Federal holidays falling on a Saturday will be observed the previous Friday. Federal holidays falling on a Sunday will be observed the next Monday.

1.2 (SOFARS) 5652.216-9005, Government Down Time for Various Reasons (2005)

From time to time Government installations may be closed in response to an unforeseen emergency or similar occurrence, or by order of the President, Secretary of Defense, or installation commander. Designated emergencies include, but are not limited to, adverse weather such as snow or flood, an act of God such as a tornado or earthquake, acts of war or terrorism, computer failures, or a base disaster such as a natural gas leak or fire.

(1) Under such designated emergencies or other ordered base closures, contractor personnel will not be allowed on the Government installation unless specifically approved by the Contracting Officer in accordance with installation policies and procedures. If an emergency requiring installation closure occurs while contractor personnel are on the installation, contractor personnel shall promptly secure all government furnished property appropriately and evacuate in an expedient but safe manner unless otherwise directed by the Contracting Officer.

(2) If the installation closure causes a delay in the work required by the contract, the Government may:

(i) 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.

(ii) terminate the work or a portion of the work.

(iii) reschedule the work on any day satisfactory to both parties.

(iv) permit the contractor to perform at an off-site location during the period of installation closure if meaningful work can be accomplished. Contractor shall certify to the government by letter within 5 business days of returning to work the nature and scope of the work completed off-site. There shall be no adjustment to the contract labor rates for work performed off the installation.

(v) require that the Contractor continue on-site performance during the installation closure period in accordance with installation procedures.

1.3 Vacation/sick/personal Time. Contractor shall manage vacation/sick/personal time to insure task order SOOs are supported and Government schedule requirements met.

2. Performance of Work

2.1 Performance Evaluation Meetings. A contractor corporate representative shall be required to meet at least monthly with the Contracting Officers’ Representative(s) (COR) and other Government representatives for the first three months of contract performance. These meetings shall be conducted thereafter, as often as the Government may determine to be necessary, to ensure acceptable/satisfactory contractor performance and performance quality.

2.2 Place of Performance. The primary work location for this contract is Fort Campbell, Kentucky, and Special Operations Forces – Support Activity, Lexington, Kentucky. The Government may require the Contractor to perform work Outside of the Continental United States (OCONUS) to include Overseas Contingency Operations (OCOs). Contractor personnel performing such work shall be entered into the Joint Personnel Adjudication System (JPAS) approval process and other databases as required. Work may be performed at other sites as required.

3. Travel. Travel within the continental U.S. (CONUS) is required to support the work required by the PWS.

Overseas travel (OCONUS) may also be required on occasion. Overseas travel may include travel to hazardous areas or combat zones. Employees may live or work under uncomfortable or difficult conditions.

4. Security. The nature of the contract requires contractor personnel to possess a high degree of security awareness.

The Contractor shall comply with the established industrial security program that complies with the National Industrial Security Program Operating Manual (NISPOM), DoD 5220.22-M, and the DoD Contract Security Classification Specification incorporated into the Contract, and provide for the protection of classified defense information. Government furnished equipment/property must be reasonably protected from loss, theft, or unauthorized use. The contractor shall be responsible for understanding security obligations for the formulation of adequate regulatory procedures in the safeguarding of classified defense and other protected information. The Contractor shall be responsible for complying with program office Security Classification Guides (SCGs) and shall be responsible for marking and protecting information in accordance with these same SCGs for each task.

5. Contractor Employee Identification. All contractor employees shall wear contractor-supplied name badges while performing services required by this contract. The badges shall display the contractor’s name and “Contract Employee.” Contractor employees are required to clearly identify themselves as a contractor at all times whether in person, by email, or on the telephone.

6. Employee Conduct. The Contractor employees, performing services on a military reservation and other facilities under DoD control shall be guided by and shall observe and comply with all applicable rules, regulations, directions and requirements pertaining to conduct of personnel on the military reservation and DoD facilities as prescribed by the Commander of the military reservation or other relevant DoD official during the performance of the required services. The Contractor further agrees to recognize the authority of the responsible military Commander/DoD official to suspend, restrain or restrict the activities of Contractor personnel whenever in his judgment such action is deemed necessary for the protection of personnel and equipment under his military jurisdiction. In the event such Commander/DoD Official denies access to the Contractor employee, the Contractor shall insure compliance with such direction and provide replacement personnel at no change in the contract price. The Government will cooperate with the Contractor to provide information regarding such exclusions if required for employment claims against the Contractor.

7. Advisory and Assistance Services. 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 will not evaluate or advise the Government concerning its own products or activities. When required to evaluate other Contractor offers and/or products or provide advisory and assistance services to the same, the Contractor will preserve its objectivity and protect the Government interests. If the Contractor performs technical evaluation of contractor proposal and/or products or services or provides advisory services in relation thereto, the Contractor shall not be allowed to furnish any supplies or services either as a prime or subcontractor as part of a joint venture. This provision shall be permanent. All contractor employees shall sign a non-disclosure agreement prior to performing these services.

8. Contractor personnel under this contract shall not—

a. Be 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;

b. Be placed in a staff or policy making position, this does not preclude provision of advice, judgment, and support to these Government personnel;

c. Be placed in a position of command, supervision, administration or control over Department of the Army military or civilian personnel, or personnel of other contractors, or become a part of the Government organization;

d. Be used in administration or supervision or military procurement activities, as opposed to the program management and consulting activities called for in this contract.

9. Key Personnel. The contractor shall designate a lead employee, in writing to the COR, for each work location who shall serve as the contractor’s on-site representative for project management purposes and employee supervision. The lead employee(s) shall serve as the contractor’s liaison to the Government and be the focal point for contractor employee work assignments.

9.1 Personnel Management. Contractor shall retain appropriate number of key personnel who have the necessary skills, education, or SOF experience to effectively manage the contract requirements. Additionally, Contractor shall maintain an active training, recruitment and retention program to ensure qualified and clearable personnel are available to meet contract requirements.

9.2 The contractor shall be proactive in identifying problem areas and providing corrective action. The contractor and contractor personnel shall be customer oriented and display a professional and cooperative attitude when performing service for the Government.

9.3 Flight on Government Aircraft. The contracted services require Contractor employees to participate in flight operations aboard Government aircraft. All Contractor employees participating in flight operations must receive Government approval from U.S. Army Special Operations Command (USASOC). Contractor shall identify its employees required to participate in such flights aboard Government aircraft, in writing, to the Government

Contracting Officer Representative (COR). Contractor employees will not participate in flights until receiving Government approval. For Contractor employees performing services in aircraft crew positions, the Contractor must receive additional approvals under AR 95-20, Contractor Flight and Ground Operations. The Contractor will be provided access to Government aircraft required for performance of services under this contract. Such Government aircraft will not become Government Furnished Property. Contractor operation of the Government aircraft shall be in compliance with DFARS clause 252.228-7001, Ground and Flight Risk, including the combined regulation/instruction entitled “Contractor’s Flight and Ground Operations” (Air Force Instruction 10-220, Army Regulation 95-20, NAVAIR Instruction 3710.1 (Series), Coast Guard Instruction M13020.3, and Defense Contract Management Agency Instruction 8210.1).

9.4 Operation of Government Vehicles. Occasional operation of government ground vehicles is anticipated.

Contractor employees who are required to operate Government vehicles shall be trained and certified by the contractor in accordance with applicable regulations, policies and procedures, and maintain third party liability insurance. The Government shall retain risk of loss for loss, damage, destruction, or theft of such vehicles.

10.0 Government Furnished Property (GFP), Access to Government Facilities, and Government Provided Services

10.1 As required for performance of work under any issued Task Order, the Government may furnish property (GFP), access to Government facilities and property, and Government provided services. Such property, facilities, and services shall be used exclusively performance of services under this contract and when no longer required for performance of such work, returned to Government control. .

10.2 Access to Government Facilities and Property. The Government will provide access to Government owned/controlled facilities required for performance of work under this Contract. Actual custody of facilities shall not be transferred to the contractor and will not be treated as GFP. No modification of these facilities is authorized under the terms of this contract. Government-furnished facilities shall not be used for any purpose other than performance of this contract.

10.3 Government Provided Services and Information. . The Government will provide the Contractor with all utilities, postal service, and local and long-distance telephone service. The Government will provide the contractor with available desks, chairs, file cabinets, desktop and or laptop computers, general office supplies, fax machines, and copy machines. The contractor may provide additional equipment/material required for performance using the “Other Direct Costs” CLIN of the applicable task order. All training material to include lesson plans, courseware and other instructional material will be supplied by the Government. Flight equipment will be provided by the Government. All aircraft operator, maintenance and supply manuals will be supplied by the Government.

10.4 Cellular telephone service will not be provided or reimbursed by the Government.

11. Other Direct Costs (ODC). The contractor will be reimbursed for ODCs determined to be within the general contract scope. All ODCs must be reviewed by the COR and approved in advance by the PCO. ODCs are items similar to the following: computers, copiers, printers, fax machines, office equipment, supplies, software, and consumable office supplies. Items which are NOT considered ODCs include, but are not limited to the following:

furniture, cable TV, clothing, uniforms, cell phones, flight physicals, medical exams, construction, services, gifts, equipment rentals and vehicle rentals. The contractor should contact the PCO immediately if there is any question regarding whether an item is an ODC. All material/equipment ordered may be used only for performance of this contract and shall become the property of the Government at the conclusion of the contract. All equipment procured under the ODC CLIN shall be turned over to the government immediately upon delivery. The government shall document the equipment and issue it back to the contractor under a hand receipt.

12. Quality Assurance.

12.1 The contractor must provide a quality assurance plan within 30 days of award of individual task orders issued against this contract.

12.2 Performance Evaluation Meetings. A contractor corporate representative shall be required to meet at least monthly with the COR(s) and other Government representatives for the first three months of contract performance.

These meetings shall be conducted thereafter, as often as the Government may determine to be necessary, to ensure acceptable/satisfactory contractor performance and performance quality.

13. Uniform/appearance.

13.1 Flight Clothing: Fire-resistant flight clothing/gloves and leather boots or boots approved by CTA 50-900 shall be to be worn by all crewmembers when performing crew duties. All flight uniforms to include environmental clothing (i.e. rain gear, cold weather gear) shall be provided for and maintained by the Contractor at no additional cost to the Government. Flight clothing shall be standardized for all contractor employees supporting this task order, and from a distance < 30 feet easily identify the individual as a contractor.

13.2 The Contractor is expected to maintain a professional appearance at all times. Contractor employees supporting this Task Order shall not wear any combination of the current Army uniform.

13.3 Head gear that may be easily blown off by wind or rotor wash is not authorized for wear on the flight line unless securely fastened with a retaining strap around the individual’s neck or to the person.

14. All CMFIs, CFCIs, and CFCs are subject to all rules and regulations outlined or directed in DCMA I 8210-1, TC 1-210-1,160th SOPs, 160th ATMs, USASOC, USASOAC and local supplements to 95-1, TM 1-1500-328-23, and all other applicable DoD publications.

H.2 (SOFARS) 5652.216-9004, Procedures for Issuing Task/Delivery Orders under Single Award, Indefinite Delivery-Indefinite Quantity Contracts (2003)

(a) Soliciting Task/Delivery 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 (RFTOP) either in writing/by telephone/electronic transmission.

Each RFTOP will include, but not necessarily be limited to, the following:

(1) RFTOP number and/or title;

(2) Contract Number;

(3) Statement of Objectives;

(4) Instructions for RFTOP Preparation;

(5) Performance period; and

(6) A listing of Government furnished property/access to Government facilities & property to support performance of the task order.

(b) 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.

(c) Submission of Proposals: The Contractor's proposal must comply with the Instructions included in the RFTOP.

The Contractor shall have no more than X of 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.

H.3 AWARD TERM OPTION

(a) This Contract consists of a base ordering period of five years, with an optional ordering period of five years. The Government shall have the unilateral right to exercise the optional five year ordering period as provided for in this clause. The total duration of this contract, including the exercise of the award term option, shall not exceed ten years from date of contract award. The Contracting Officer shall make the decision to exercise the option based upon the requirements of FAR 17.207 and a determination that the Contractor’s performance of work under the orders is evaluated as excellent .

(b) The Government’s subjective evaluation of the quality the Contractor’s performance will be measured against the metrics contained in the Quality Assurance Surveillance Plan (QASP), Attachment X, and documented in the Contractor Performance Assessment Reporting System (CPARS) through the annual reports and supporting narrative.

(c) The Contractor will submit annually a written self-evaluation of its performance within X days after the anniversary of the contract award date for consideration by the COR in preparation of the annual performance evaluation. The self-evaluation report shall not exceed 7 pages.

(d) The Government will provide written notice of exercise of the optional award term to the Contractor not less than 60 days prior to the end of the initial ordering period.

5652.216-9004 Procedures for Issuing Task/Delivery Orders under Single Award, Indefinite Delivery-Indefinite Quantity Contracts (2003)

(a) Soliciting Task/Delivery Order Proposals: When the Government has a requirement for services/supplies to be performed/delivered under this contract, the Contracting Officer will issue a request for task/delivery 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 number and/or title;

2) Contract Number;

3) Statement of Work;

4) Instructions to Offerors;

5) Items to be delivered and delivery schedule/performance period; and

6) A listing of Government furnished property to be provided to the Contractor, if required.

(b) 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.

(c) 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 no more than enter appropriate number of 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.

Section I - Contract Clauses

52.202-1 Definitions JAN 2012 52.203-3 Gratuities APR 1984 52.203-5 Covenant Against Contingent Fees APR 1984 52.203-6 Restrictions On Subcontractor Sales To The Government SEP 2006 52.203-7 Anti-Kickback Procedures OCT 2010 52.203-8 Cancellation, Rescission, and Recovery of Funds for Illegal or Improper Activity

JAN 1997

52.203-10 Price Or Fee Adjustment For Illegal Or Improper Activity JAN 1997 52.203-12 Limitation On Payments To Influence Certain Federal

Transactions

OCT 2010

52.203-13 Contractor Code of Business Ethics and Conduct APR 2010 52.203-14 Display of Hotline Poster(s) DEC 2007 52.204-2 Security Requirements AUG 1996 52.204-4 Printed or Copied Double-Sided on Postconsumer Fiber

Content Paper

MAY 2011

52.204-7 Central Contractor Registration APR 2008 52.209-6 Protecting the Government's Interest When Subcontracting

With Contractors Debarred, Suspended, or Proposed for Debarment

DEC 2010

52.209-6 Protecting the Government's Interest When Subcontracting With Contractors Debarred, Suspended, or Proposed for Debarment

DEC 2010

52.209-7 Information Regarding Responsibility Matters JAN 2011 52.211-15 Defense Priority And Allocation Requirements APR 2008 52.215-1 Instructions to Offerors--Competitive Acquisition JAN 2004 52.215-2 Audit and Records--Negotiation OCT 2010 52.215-8 Order of Precedence--Uniform Contract Format OCT 1997 52.216-7 Allowable Cost And Payment JUN 2011 52.216-22 Indefinite Quantity OCT 1995 52.217-2 Cancellation Under Multiyear Contracts OCT 1997 52.219-6 Notice Of Total Small Business Set-Aside NOV 2011 52.222-3 Convict Labor JUN 2003 52.222-4 Contract Work Hours and Safety Standards Act - Overtime

Compensation

JUL 2005

52.222-21 Prohibition Of Segregated Facilities FEB 1999 52.222-26 Equal Opportunity MAR 2007 52.222-35 Equal Opportunity for Veterans SEP 2010 52.222-36 Affirmative Action For Workers With Disabilities OCT 2010 52.222-37 Employment Reports on Veterans SEP 2010 52.222-41 Service Contract Act Of 1965 NOV 2007 52.222-42 Statement Of Equivalent Rates For Federal Hires MAY 1989 52.222-44 Fair Labor Standards And Service Contract Act - Price

Adjustment

SEP 2009

52.223-5 Pollution Prevention and Right-to-Know Information MAY 2011 52.223-6 Drug-Free Workplace MAY 2001 52.226-1 Utilization Of Indian Organizations And Indian-Owned

Economic Enterprises

JUN 2000

52.227-1 Authorization and Consent DEC 2007

52.228-3 Worker's Compensation Insurance (Defense Base Act) APR 1984 52.228-5 Insurance - Work On A Government Installation JAN 1997 52.229-3 Federal, State And Local Taxes APR 2003 52.232-1 Payments APR 1984 52.232-8 Discounts For Prompt Payment FEB 2002 52.232-9 Limitation On Withholding Of Payments APR 1984 52.232-11 Extras APR 1984 52.232-17 Interest OCT 2010 52.232-20 Limitation Of Cost APR 1984 52.232-23 Alt I Assignment of Claims (Jan 1986) - Alternate I APR 1984 52.232-25 Prompt Payment OCT 2008 52.232-33 Payment by Electronic Funds Transfer--Central Contractor

Registration

OCT 2003

52.233-1 Disputes JUL 2002 52.233-3 Protest After Award AUG 1996 52.233-3 Alt I Protest After Award (Aug 1996) - Alternate I JUN 1985 52.233-4 Applicable Law for Breach of Contract Claim OCT 2004 52.237-2 Protection Of Government Buildings, Equipment, And

Vegetation

APR 1984

52.237-3 Continuity Of Services JAN 1991 52.242-1 Notice of Intent to Disallow Costs APR 1984 52.242-3 Penalties for Unallowable Costs MAY 2001 52.242-13 Bankruptcy JUL 1995 52.243-1 Alt I Changes--Fixed Price (Aug 1987) - Alternate I APR 1984 52.243-2 Alt II Changes--Cost Reimbursement (Aug 1987) - Alternate II APR 1984 52.244-2 Alt I Subcontracts (Oct 2010) - Alternate I JUN 2007 52.244-6 Subcontracts for Commercial Items DEC 2010 52.245-2 Government Property Installation Operation Services AUG 2010 52.246-25 Limitation Of Liability--Services FEB 1997 52.248-1 Value Engineering OCT 2010 52.249-2 Termination For Convenience Of The Government (Fixed-

Price)

MAY 2004

52.249-14 Excusable Delays APR 1984 52.252-6 Authorized Deviations In Clauses APR 1984 52.253-1 Computer Generated Forms JAN 1991 252.201-7000 Contracting Officer's Representative DEC 1991 252.203-7001 Prohibition On Persons Convicted of Fraud or Other Defense-

Contract-Related Felonies

DEC 2008

252.204-7000 Disclosure Of Information DEC 1991 252.204-7003 Control Of Government Personnel Work Product APR 1992 252.204-7004 Alt A Central Contractor Registration Alternate A SEP 2007 252.204-7006 Billing Instructions OCT 2005 252.205-7000 Provision Of Information To Cooperative Agreement Holders DEC 1991 252.209-7004 Subcontracting With Firms That Are Owned or Controlled By

The Government of a Terrorist Country

DEC 2006

252.215-7000 Pricing Adjustments DEC 1991 252.222-7006 Restrictions on the Use of Mandatory Arbitration Agreements DEC 2010 252.223-7004 Drug Free Work Force SEP 1988 252.225-7001 Buy American Act And Balance Of Payments Program OCT 2011 252.225-7002 Qualifying Country Sources As Subcontractors APR 2003 252.225-7012 Preference For Certain Domestic Commodities JUN 2010 252.225-7040 Contractor Personnel Authorized to Accompany U.S. Armed

Forces Deployed Outside the United States

JUN 2011

252.227-7013 Rights in Technical Data--Noncommercial Items SEP 2011

252.227-7025 Limitations on the Use or Disclosure of Government- Furnished Information Marked with Restrictive Legends

MAR 2011

252.227-7030 Technical Data--Withholding Of Payment MAR 2000 252.227-7037 Validation of Restrictive Markings on Technical Data SEP 2011 252.228-7001 Ground And Flight Risk JUN 2010 252.228-7003 Capture and Detention DEC 1991 252.232-7003 Electronic Submission of Payment Requests and Receiving

Reports

MAR 2008

252.232-7010 Levies on Contract Payments DEC 2006 252.243-7001 Pricing Of Contract Modifications DEC 1991 252.243-7002 Requests for Equitable Adjustment MAR 1998 252.244-7000 Subcontracts for Commercial Items and Commercial

Components (DoD Contracts)

SEP 2011

252.247-7023 Transportation of Supplies by Sea MAY 2002 252.247-7024 Notification Of Transportation Of Supplies By Sea MAR 2000

52.216-18 ORDERING. (OCT 1995)

(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 Schedule. Such orders may be issued through November 30, 2017.

(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) If mailed, a delivery order or task order is considered "issued" when the Government deposits the order in the mail. Orders may be issued orally, by facsimile, or by electronic commerce methods only if authorized in the Schedule.

(End of clause)

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 $10,000.00, 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 $10,000,000.00 (insert dollar figure or quantity);

(2) Any order for a combination of items in excess of $50,000,000.00 (insert dollar figure or quantity); or

(3) A series of orders from the same ordering office within 30 days 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 7 calendar days 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.

52.222-46 EVALUATION OF COMPENSATION FOR PROFESSIONAL EMPLOYEES (FEB 1993)

(a) Recompetition of service contracts may in some cases result in lowering the compensation (salaries and fringe benefits) paid or furnished professional employees. This lowering can be detrimental in obtaining the quality of professional services needed for adequate contract performance. It is therefore in the Government's best interest that professional employees, as defined in 29 CFR 541, be properly and fairly compensated. As part of their proposals, offerors will submit a total compensation plan setting forth salaries and fringe benefits proposed for the professional employees who will work under the contract. The Government will evaluate the plan to assure that it reflects a sound management approach and understanding of the contract requirements. This evaluation will include an assessment of the offeror's ability to provide uninterrupted high-quality work. The professional compensation proposed will be considered in terms of its impact upon recruiting and retention, its realism, and its consistency with a total plan for compensation. Supporting information will include data, such as recognized national and regional compensation surveys and studies of professional, public and private organizations, used in establishing the total compensation structure.

(b) The compensation levels proposed should reflect a clear understanding of work to be performed and should indicate the capability of the proposed compensation structure to obtain and keep suitably qualified personnel to meet mission objectives. The salary rates or ranges must take into account differences in skills, the complexity of various disciplines, and professional job difficulty. Additionally, proposals envisioning compensation levels lower than those of predecessor contractors for the same work will be evaluated on the basis of maintaining program continuity, uninterrupted high-quality work, and availability of required competent professional service employees.

Offerors are cautioned that lowered compensation for essentially the same professional work may indicate lack of sound management judgment and lack of understanding of the requirement.

(c) The Government is concerned with the quality and stability of the work force to be employed on this contract.

Professional compensation that is unrealistically low or not in reasonable relationship to the various job categories, since it may impair the Contractor's ability to attract and retain competent professional service employees, may be viewed as evidence of failure to comprehend the complexity of the contract requirements.

(d) Failure to comply with these provisions may constitute sufficient cause to justify rejection of a proposal.

(End of provision)

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

5652.204-9001 Cognizant Security Office (1998)

The offeror certifies that it possesses a security clearance of _______________.

The offeror's cognizant security office and point of contact is: (offeror fill-in)

5652.204-9002 Instructions for the Use of Electronic Contracts (2000)

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 to full force and effect as a handwritten signature.

5652.228-9001 Liability-Flight Operations (2010) Section I

The Government shall not be held responsible for damages to property (except as provided in FAR 52.246-25 "Limitation of Liability-Services") or for injuries or death to persons which might occur without fault on the part of the Government as a result of, or incident to, performance of the contractor with the exception of work directly related to aircraft flight as defined by DFARS 252.228-7001 "Ground and Flight Risk."

5652.231-9001 Allowable Travel Costs (2005)

(a) Pursuant to Public Law 99-234, reasonable and allowable Contractor costs for transportation associated with the performance of this contract may be reimbursed upon mileage, rates, actual costs, or a combination thereof, lodging, meals and incidental expenses may be based upon per diem, actual expense, or a combination therefore, provided that the method used results in a reasonable charge. The cost above shall be determined reasonable and allowable to the extent that they do not exceed, on a daily basis, the maximum per diem rate in effect at the time of travel as set forth in:

(1) Federal Travel Regulations, Volume 2, DoD Civilian Personnel, Appendix A, prescribed by the Department of Defense, for travel in Alaska, Hawaii, the Commonwealth of Puerto Rico, and the territories and possessions of the United States, available on a subscription basis from the Superintendent of Documents, U.S. Government Printing Office, Washington DC 20402, Stock No. 906-010-000000-1; or at http://www.gsa.gov/Portal/gsa/ep/contentView.do?P=MTT&contentId=13265&contentType=GSA_BASI C in electronic format.

(2) Standardized Regulations (Government Civilians, Foreign Areas), Section 925, “Maximum Travel Per Diem Allowance for Foreign Areas,” prescribed by the Department of State, for travel in areas not covered in (a)(1) of this clause, available on a subscription basis from the Superintendent of Documents, U.S.

Government Printing Office, Washington DC 20402, Stock No. 744-008-000000-0; or at http://www.state.gov/m/a/als/prdm/2002/9892.htm in electronic format

(b) Cited Federal Regulations are not incorporated in their entirety. Only sections defining lodging, meals and incidental expenses and those sections dealing with special or unusual situations and setting forth maximum per diem rates are incorporated herein.

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.

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:

Program Manager Lead MH-60 Developmental Test Pilot Lead MH-47 Developmental Test Pilot Lead A/MH-6 Developmental Test Pilot Lead Combat Skills Instructor Lead Training Development Support Cell (TDSC) Project

5652.242-9001 Defense Contract Management Agency (DCMA) (2000)

Components of the Department of Defense perform contract administration services providing assistance to contractors and Government agencies in accomplishing most administrative functions required under a contract.

One or more of the following may be involved. The offeror shall insert the address of the cognizant office or state "unknown" below:

Defense Contract Management District (DCMD):

Defense Contract Management Agency Center (DCMA):

Defense Plant Representative Office (DPRO):

Section J - List of Documents, Exhibits and Other Attachments

Exhibit/Attachment Table of Contents

DOCUMENT TYPE DESCRIPTION PAGES DATE

Attachment 1 Professional Labor

Categories/Key Personnel

20 07-MAY-2012

Attachment 2 Flight Support SOO 1 07-MAY-2012 Attachment 3 MQ-1C Gray Eagle SOO 5 07-MAY-2012 Attachment 4 Aviation Pilot Training

SOO

2 07-MAY-2012

Section K - Representations, Certifications and Other Statements of Offerors

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 address and telephone number of the Contracting Officer is Ms. Terri Tew; 757-878-3299 ext.246.

5652.252-9000 Notice of Incorporation of Section K (1998)

Section K, Certifications and Representations, of the solicitation will not be distributed with the contract; however, Section K is hereby incorporated by reference.

Section L - Instructions, Conditions and Notices to Bidders

PROPOSAL SUBMISSION

1. OFFEROR’S PROPOSAL: 52.215-1 -- Instructions to Offerors -- Competitive Acquisition is incorporated.

The following instructions must be followed when preparing the proposal. To be considered for award, a complete response to the RFP is required.