H92241-12-R-0004.pdf

CODE

(Hour)

PAGE(S)

until 12:00 PM local time 14 Sep 2012

X

A X B X C

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X G F 32 - 38

39 - 49 X H 50 - 53

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)

DO-A1 1 55

(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 - 6

X I CONTRACT CLAUSES

DESCRIPTION/ SPECS./ WORK STATEMENT X

PACKAGING AND MARKING

7 J LIST OF ATTACHMENTS

INSPECTION AND ACCEPTANCE

DELIVERIES OR PERFORMANCE

X K

REPRESENTATIONS, CERTIFICATIONS AND

OTHER STATEMENTS OF OFFERORS

CONTRACT ADMINISTRATION DATA 10 - 11 X

SPECIAL CONTRACT REQUIREMENTS

OFFER (Must be fully completed by offeror) 12 - 23 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

24 - 30

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

31 Jul 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

SECTION B

B-1 This is a fixed price Indefinite Delivery Indefinite Quantity (IDIQ) contract with one five (5) year ordering period. Based on performance, the Government may add one additional five (5) year ordering period if the award term is exercised and subject to the Availability of funds.

B-2 CONTRACT MINIMUM/MAXIMUM VALUE

The minimum value for the contract is $100,000.00. The maximum value for the contract value is $250,000,000.00 total over the five (5) year base contract plus an optional award term for an additional five (5) years. To satisfy the minimum guarantee of the contract, the first task order will be awarded directly after the base contract award.

B-3 Ordering Periods- The following is a breakdown of the ordering periods and applicable CLINs:

BASE AWARD CLINs:

0001 – 01 JAN 2013 – 31 DEC 2017

0002 – 01 JAN 2013 – 31 DEC 2017

0003 – 01 JAN 2013 – 31 DEC 2017

0004 – 01 JAN 2013 – 31 DEC 2017

OPTION AWARD TERM CLINs:

1001 – 01 JAN 2018 – 31 DEC 2022

1002 – 01 JAN 2018 – 31 DEC 2022

1003 – 01 JAN 2018 – 31 DEC 2022

1004 – 01 JAN 2018 – 31 DEC 2022

B-4 Notice to Offerors: Funds are not presently available for this effort. No award will be made under this solicitation until funds are available. The Government reserves the right to cancel this solicitation either before or after the closing date. In the event the Government cancels this solicitation, the Government has no obligations to reimburse an offeror for any costs.

ITEM NO SUPPLIES/SERVICES MAX

QUANTITY

UNIT UNIT PRICE MAX AMOUNT

0001 UNDEFINED

Labor-Base Period

FFP

Services, non-personal IAW Professional Labor Categories at Attachment 1.

Firm Fixed Price (FFP) Task orders shall be issued against this CLIN for the Basic year. The Period of Performance (PoP) is 01 JAN 2013 – 31 DEC 2017.

FOB: Destination

MAX

NET AMT

UNIT UNIT PRICE MAX AMOUNT

0002 UNDEFINED

Travel

COST

Travel and relocation expenses within the contract scope and as authorized by the Joint Travel Regulation (JTR). Includes Defense Base Act insurance, if applicable.

There is no Fee allowable under this CLIN. The Period of Performance (PoP) is

01 JAN 2013 – 31 DEC 2017.

MAX COST

UNIT UNIT PRICE MAX AMOUNT

0003 UNDEFINED

Other Direct Costs (ODCs)

COST

The Period of Performance (PoP) is 01 JAN 2013 – 31 DEC 2017.

UNIT UNIT PRICE MAX AMOUNT

0004 UNDEFINED

CDRL

FFP

As identified in Section J of this document.

The Period of Performance (PoP) is 01 JAN 2013 – 31 DEC 2017.

UNIT UNIT PRICE MAX AMOUNT

1001 UNDEFINED

OPTION Labor-Award Term

FFP

Services, non-personal IAW Professional Labor Categories at Attachment 1.

Option period may be exercised as part of Award Term subject to the Procuring Contracting Officer’s approval. If the Award Term is exercised, the PoP will be

01 JAN 2018 – 31 DEC 2022.

UNIT UNIT PRICE MAX AMOUNT

1002 UNDEFINED

OPTION Travel

COST

Travel and relocation expenses within the contract scope and as authorized by the Joint Travel Regulation (JTR). Includes Defense Base Act insurance, if applicable.

Option period may be exercised as part of Award Term subject to the Procuring Contracting Officer’s approval. If the Award Term is exercised, the PoP will be

UNIT UNIT PRICE MAX AMOUNT

1003 UNDEFINED

OPTION Other Direct Costs (ODCs)

COST

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

Option period may be exercised as part of Award Term subject to the Procuring Contracting Officer’s approval. If the Award Term is exercised, the PoP will be

UNIT UNIT PRICE MAX AMOUNT

1004 UNDEFINED

CDRL

FFP

As identified in Section J of this document.

If the Award Term is exercised, the PoP will be 01 JAN 2018 – 31 DEC 2022.

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; 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. The scope of effort can support newly deployed systems, for example Unmanned Aircraft Systems (UAS) or new Mission Design Series Aircraft.

The anticipated task orders include, but are not limited to, the following areas:

a) Combat Skills Instruction and other SOA Unique Labor Categories (e.g. Ammo, Armor, Medic, etc.)

b) Flight and Simulator Training

c) Air Movement Specialists (formerly Loadmasters)

d) Training Development Support

e) Developmental Test Pilot, Maintenance Test Pilot, and non-Rated Crewmember support of aircraft modernization and/or developmental efforts

f) Development of Program of Instruction (POI) and follow on Instruction for SOA Unique requirements of Unmanned Aerial Systems. Anticipate POI requirements for both Operator (15W) and Technicians (150U)

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 phase-in/phase-out of contracted services, key control, etc. 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 Destination Government Destination Government 0002 Destination Government Destination Government 0003 Destination Government Destination Government 0004 Destination Government Destination Government 1001 Destination Government Destination Government 1002 Destination Government Destination Government 1003 Destination Government Destination Government 1004 Destination Government Destination Government

CLAUSES INCORPORATED BY REFERENCE

52.246-4 Inspection Of Services--Fixed Price AUG 1996 52.246-5 Inspection Of Services Cost-Reimbursement APR 1984

CLAUSES INCORPORATED BY FULL TEXT

252.201-7000 CONTRACTING OFFICER'S REPRESENTATIVE (DEC 1991)

(a) "Definition. Contracting officer's representative" means an individual designated in accordance with subsection 201.602-2 of the Defense Federal Acquisition Regulation Supplement and authorized in writing by the contracting officer to perform specific technical or administrative functions.

(b) If the Contracting Officer designates a contracting officer's representative (COR), the Contractor will receive a copy of the written designation. It will specify the extent of the COR's authority to act on behalf of the contracting officer. The COR is not authorized to make any commitments or changes that will affect price, quality, quantity, delivery, or any other term or condition of the contract.

(End of clause)

Section F - Deliveries or Performance

DELIVERY INFORMATION

CLIN DELIVERY DATE QUANTITY SHIP TO ADDRESS UIC

0001 POP 01-JAN-2013 TO

31-DEC-2017

N/A N/A

0002 POP 01-JAN-2013 TO

31-DEC-2017

0003 POP 01-JAN-2013 TO

0004 POP 01-JAN-2013 TO

1001 POP 01-JAN-2018 TO

31-DEC-2022

1002 POP 01-JAN-2018 TO

1003 POP 01-JAN-2018 TO

1004 POP 01-JAN-2018 TO

52.242-15 Stop-Work Order AUG 1989 52.247-34 F.O.B. Destination NOV 1991

Section G - Contract Administration Data

252.204-0007 Contract-wide: Sequential ACRN Order SEP 2009 252.232-7003 Electronic Submission of Payment Requests and Receiving

Reports

MAR 2008

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

(end of clause)

ELECTRONIC INVOICING

Electronic Invoicing Instructions

Contractor shall submit payment request using the following method(s) as mutually agreed to by the Contractor, the Contracting Officer, the contract administration office, and the payment office.

[ X ] Wide Area Workflow (WAWF) (see instructions below)

WAWF is the preferred method to electronically process vendor request for payment. This application allows DOD vendors to submit and track Invoices and Receipt/Acceptance documents electronically. Contractors electing to use WAWF shall (i) register to use WAWF at https://wawf.eb.mil and (ii) ensure an electronic business point of contact (POC) is designated in the Central Contractor Registration site at http://www.ccr.gov within ten (10) calendar days after award of this contract/order.

WAWF Instructions Questions concerning payments should be directed to the Defense Finance and Accounting Service (DFAS) ROME at 1-800-553-0527 or faxed to 1-877-575-3332. Please have your purchase order/contract number ready when calling about payments.

You can easily access payment and receipt information using the DFAS web site at http://www.dfas.mil/money/vendor. Your purchase order/contract number or invoice number will be required to inquire about the status of your payment.

The following codes and information will be required to assure successful flow of WAWF documents.

TYPE OF DOCUMENT [check as appropriate]

[ ] Commercial Item Financing

[ ] Construction Invoice (Contractor Only)

[ ] Invoice (Contractor Only)

[ ] Invoice and receiving Report (COMBO)

[ X ] Invoice as 2-in-1 (Services only)

[ ] Performance Based Payment (Government Only)

[ ] Progress Payment (Government Only)

[ ] Cost Voucher (Government Only)

[ ] Receiving Report (Government Only)

[ ] Receiving Report with Unique Identification (UID) Data (Government Only)

UID is a new globally unique “part identifier” containing data elements used to track DOD parts through their life cycle.

[ ] Summary Cost Voucher (Government Only)

CAGE CODE: TBD

ISSUE BY DODAAC: H92241

ADMIN BY DODAAC: TBD

INSPECT BY DODAAC: TBD

ACCEPT BY DODAAC: TBD

SHIP TO DODAAC: TBD

LOCAL PROCESSING OFFICE DODAAC: H92241

PAYMENT OFFICE FISCAL STATION CODE: TBD

EMAIL POINTS OF CONTACT LISTING:

INSPECTOR: _____________________________

ACCEPTOR: _____________________________

RECEIVING OFFICE POC: _____________________________________

CONTRACT ADMINISTRATOR: __michael.j.wastella.civ@mail.mil__________

CONTRACTING OFFICER: ___terri.l.tew.civ@mail.mil________

ADDITIONAL CONTACT: _____________________________________

For more information contact: _____________________________________

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 (RFTOP).

b. The contractor shall provide a monthly work schedule for its personnel to the contracting officer’s representative on the first workday of each month to insure synchronization of contractor support with the Government’s training schedule.

A standard work period is 40 hours per week. Contract performance is in accordance with the PWS. Holidays observed by the Government include:

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. For Contractor planning purposes, the 160th SOAR(A), including the SOATB and TAPO, typically observes Days of No Scheduled Activity (DONSA) for active duty military in conjunction with federal holidays. These DONSA days are considered working days for federal civilians.

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. Contractor personnel 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) is not currently envisioned for this contract

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 and provide copies of these agreements to the Government Contracting Office.

8. Contractor personnel under this contract shall not—

8.1 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;

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

8.3 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;

8.4 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. Contractor Site Team Leads (CSTL). 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 for the Contractor Team and be the focal point for contractor employee work assignments for this Contractor Team.

9.1 Personnel Management. Contractor shall retain appropriate number of personnel who have the necessary skills, education, or 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. 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 Governmnet will identify the types of vehicles as part of each Request for Task Order Proposal. 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. 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.

10.5 Equipment Inventory. For accountability and responsibility purposes for Government property that the contractor is provided access to for work under this contract (e.g. information technology resources), the contractor shall receipt for all Government equipment from the Property Book Officer or hand receipt holder and manage such property in a manner consistent with FAR Part 45. The property is not government furnished property subject to the requirements of FAR 52.245-1. The contractor is the Primary Hand Receipt Holder for the equipment used by the contractor and for that equipment determined by the COR. The contractor and Government representatives shall conduct a joint inventory of all Government equipment the contractor is given access. The contractor and Government representatives shall jointly determine the working order and condition of all equipment. Items of equipment missing or not in working order shall be recorded. The Government shall replace missing items and repair all items not in working order. Through the COR, the Government representative shall give disposition instructions for items beyond repair or obsolete. If the contractor does not participate in the inventory, the contractor shall accept as accurate the listing and stated condition of equipment provided by the Government. If the contractor participates in the inventory and does not agree with the Government representative's determination as to the working order of the equipment, the failure to agree shall be treated as a dispute pursuant to the clause of this contract entitled, "Disputes." The contractor shall be liable for loss or damage to Government property used in performance of this contractor beyond fair wear and tear. In the event the Government and contractor cannot agree on whether the contractor is liable, this will be treated as a dispute pursuant to the Disputes clause in this contract.

10.6 Obtaining Additional or Replacement Equipment. The contractor shall submit requests for additional or replacement Government furnished equipment required for the performance of the contract. The contractor shall submit such requests to the COR. Requests shall contain the proper identification of the item, the cost, and if possible three suggested sources. The Government shall determine what additional or replacement equipment can be provided under this contract. Failure of the Government to provide additional or replacement equipment does not relieve the contractor from performance under this contract.

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

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 by the Contractor 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 up to 30 feet away, 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 contractor personnel whose duties described in the PLC include participation in flight operations aboard Government-owned aircraft are subject to all rules and regulations outlined or directed in DCMA Instruction 8210.1, Army Training Circular (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.

15. Contractor Employee Out Processing. Government-issued badges, identification cards, passes, vehicle registration media, and admittance controls are U.S. Government property that will be protected and returned to the Government when no longer required for work under the contract. When a contractor employee leaves the company or moves to a different section for support under this contract, the employee shall clear all computer systems to which they have access, turn in all keys or other admittance hardware, and perform out-processing procedures as directed by the COR. This responsibility extends to any subcontractors.

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’s proposal shall include the PLCs, pricing based upon PLCs, and resumes for the proposed contractor personnel, as well as any other directions contained in the RFTOP. Unless otherwise specified, the Contractor shall have no more than 14 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 (award term option) 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 superior.

(b) The Government’s evaluation of the quality of Contractor’s performance will be measured against the metrics contained in the Quality Assurance Surveillance Plan (QASP), Attachment 3, 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 45 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.

H.4 UNIQUE/GOVERNMENT SPONSORED TRAINING

While the Contract shall provide employees who are current and competent within the supported technical areas, the Government or the Contractor may identify specialized or Government unique training. The Government may, at its sole discretion, authorize contractor employee at such training if deemed in the best interests of the Government.

H.5 INFORMATION TECHNOLOGY (IT) SYSTEMS AUTHORIZATION AND ACCESS

(a) Contractor personnel assigned to perform work under this contract require access to Government Information Technology (IT) resources (e.g., computers, laptops, personal electronic devices/personal digital assistants, local area networks, and web based services requiring Common Access Card (CAC) Public Key Infrastructure (PKI)). Contractor personnel (prime, subcontractor, consultants, and temporary employees) requiring access to such IT resources shall submit a Government provided access form and have initiated the requisite background investigation (or provide proof of a current background investigation) prior to accessing any IT resources.

(b) Access forms will be submitted to the COR for processing. The COR may waive requirement for those contractor employees who have existing, current permission to access IT resources under a predecessor contract.

(c) In order to maintain access to IT resources, the contractor shall ensure completion of initial and annual information assurance training, monitor expiration of requisite background investigations, and initiate re-investigations as required. If requested, the contractor shall provide to the COR documentation sufficient to prove that it is monitoring/tracking the requirements for its employees who are accessing IT resources.

For those contractor personnel not in compliance with the requirements of this clause, access to IT resources will be denied/revoked. Since access to such IT resources is critical for performance of work under this contract, the Government may require the contractor to replace the employee at no additional cost to the Government.

H.6 CONDUCT OF PERSONNEL

The Contractor, including his assigned personnel, performing services on a military installation 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 installation as prescribed by the Commander of the military installation during the performance of the required services. The Contractor further agrees to recognize the authority of the responsible military Commander 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.

H.7 GOVERNMENT LIABILITY

The Government shall not be held responsible for damages to property or for injuries or death to persons that might occur without fault on the part of the Government as a result of, or incident to, performance of the contract.

H.8 ALLOWABLE TRAVEL COSTS

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 expenses, or a combination thereof, provided the method used results in a reasonable charge.

The costs above shall be determined reasonable and allowable to the extent that they do not exceed, on a daily basis, the maximum per diem rates in effect at the time of travel as set forth in the:

Federal Travel Regulations prescribed by the General Services Administration, for travel in the conterminous 48 United States, available on a subscription basis from the Superintendent of Documents, U.S, Government Printing Office, Washington, DC 20402, Stock No. 022-001-81003-7.

Joint 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 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. 906-010-00000-1; or

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)(2)(1) and (ii) of this subparagraph, available on a subscription basis from the Superintendent of Documents, U.S Government Printing Office, Washington, DC 20402, Stock No. 744-008-00000-0.

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.

H.9 VEHICLE REGISTRATION

Contractor and subcontractors, if any, who will be performing services on a military installation will be required to register all vehicles, including those belonging to their employees, with the local Security, or Military, Police or Security Management Office.

H.10 GOVERNMENT-CONTRACTOR RELATIONSHIPS (NON-PERSONAL SERVICES)

The Government and the contractor understand and agree that the services to be delivered under this contract by the contractor to the Government 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.

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

c. be placed in a position of command, supervision, administration of control over Military or Civilian

Personnel, or personnel of other contractors, or become a part of the Government organization.

d. be used for the purpose of avoiding manpower ceilings or other personnel rules and regulations of the Civil

Service Commission.

e. be used in the administration or supervision of military procurement activities.

The services to be performed under this contract do not require the contractor or its employees to exercise personal judgment and 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.

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 on Government transportation. This is not to be construed or interpreted to establish any degree of Government control, which is inconsistent with a non-personal service contract.

H.11 EXTENSION OF SERVICES

The Government may require continued performance of any services within the limits and at the rates specified in the last option period of the contract including any award term. This 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 provision by written notice to the Contractor within 90 days prior to contract expiration.

H.12 PHASE-OUT SERVICES

a. Pursuant to Clause 52.237-3, Continuity of Services, the contractor shall, upon the Contracting Officer's written notice, furnish phase-out services for up to 90 days after the contract expires or at the end of any contract period if exercised by the PCO. During the phase-out period, the contractor shall permit non-interference observation of the contract performance by the successor contractor (excluding access to proprietary data or areas). The contractor shall allow the successor to use an “over the shoulder” method to assist in developing his capability to commence responsibility for full operations and maintenance.

b. The Phase-out effort shall be performed in accordance with the pricing structure of the CLIN 0001 and 1001.

All cost incurred in performance of the contractor’s phase-out operations shall be segregated and separately invoiced against CLINs 0001 and 1001 of Section B.

Section B:

Note: The phase-out period may commence at the end of any contract period if exercised by the Contracting Officer.

H.13 ORGANIZATIONAL CONFLICTS OF INTEREST

(a) To prevent conflicting roles which may bias the contractor's judgment or objectivity, and to preclude the contractor from obtaining unfair competitive advantage in concurrent or future acquisitions, the contractor shall be restricted as set forth in subparagraphs below. “Contractor” is defined as the business entity receiving the contract, parent company, affiliates, divisions and subsidiaries.

(b) The Contractor warrants and represents to the best of its knowledge and belief that it does not presently have any organizational conflict of interest which would diminish its capacity to give impartial, technically sound and objective assistance and advice, or would result in a biased work product, or might result in an unfair competitive advantage except that which flows from the normal benefit or performance of this contact.

(c) Whenever in the performance of this contract the Contractor provides recommendations or advice related to the development of specifications, work statements, data or other information for services or supplies, the Contractor will not enter into any contract either as a prime or sub-contractor to furnish said services, items of supply or components thereof during the life of this contract or through the initial production contract whichever is longer.

(d) Whenever in the performance of this contract the Contractor provides recommendations or advice related to the development or specifications, work statements, data, or other information for hardware/software items, the Contractor will not enter into any contract with the item supplier to provide any support, analysis or consulting services. The prohibition will apply during the life of the contract and through completion of the final task order.

(e) The Contractor may be required to perform technical evaluation of contractor offers and/or products as well as to provide 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's 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 prohibition shall apply during the life of the contract through completion of the final task order.

(f) During the course of this contract, use of other companies’ quote proprietary data shall be necessary for contract performance. Access to this proprietary data shall be accomplished either directly from the other company or, if available, from USSOCOM. The Contractor shall enter into a written agreement with each said companies in which the Contractor;

(1) obtains the permission to use the other companies’ proprietary data, whether obtained directly from the other company or from USSOCOM, in the performance of this contract;

(2) agrees to protect the proprietary data from unauthorized use or disclosure for as long as it remains proprietary;

and

(3) agrees to refrain from using the proprietary data for any purpose other than in the performance of this contract.

(g) The Contractor further agrees:

(1) to adopt operating procedures and physical security measures…