H92254-16-R-0001_(DRAFT)_rev_3.docx

H92254-16-R-0001

Section B - Supplies or Services and Prices

FFP - Base Period

FFP

Firm Fixed Price (FFP) task orders IAW FAR 16.202-1 shall be issued against this CLIN during the base period. Requirements will be specified per task order and in accordance with the Contract Performance Work Statement (PWS).

FOB: Destination

TOT MAX PRICE

CEILING PRICE

UNDEFINED

FPI - Base Period

FPI

Fixed Price Incentive (FPI) task orders IAW FAR 16.403 shall be issued against this CLIN during the base period. For FPI (Firm Target), target cost, target profit, price ceiling, profit adjustment formula will be established at the task order level (see FAR 16.403-1). For FPI (Successive Target), initial target cost, initial target profit, initial profit adjustment formula, production point, and ceiling price will be established at the task order level (see FAR 16.403-2). Requirements will be specified per task order and in accordance with the Contract Performance Work Statement (PWS).

TARGET COST

TARGET PROFIT

TOTAL TARGET PRICE

CEILING PRICE

SHARE RATIO ABOVE TARGET

SHARE RATIO BELOW TARGET

UNDEFINED

CPFF - Base Period

CPFF

Cost Plus Fixed Fee (CPFF) task orders IAW FAR 16.306 shall be issued against this CLIN during the base period. Requirements will be specified per task order and in accordance with the Contract Performance Work Statement (PWS).

MAX COST

FIXED FEE

TOTAL MAX COST + FEE

UNDEFINED

CPAF - Base Period

CPAF

Cost Plus Award Fee (CPAF) task orders IAW FAR 16.305 shall be issued against this CLIN during the base period. Requirements will be specified per task order and in accordance with the Contract Performance Work Statement (PWS).

COST

BASE FEE

SUBTOTAL COST + BASE

AWARD FEE

TOTAL COST + FEE

UNDEFINED

CPIF - Base Period

CPIF

Cost Plus Incentive Fee (CPIF) task orders IAW FAR 16.405-1 shall be issued against this CLIN during the base period. Target cost, target fee, minimum and maximum fees, and fee adjustment formula will be established at the task order level. Requirements will be specified per task order and in accordance with the Contract Performance Work Statement (PWS).

TARGET COST

TARGET FEE

TOTAL TGT COST + FEE

MINIMUM FEE

MAXIMUM FEE

SHARE RATIO ABOVE TARGET

SHARE RATIO BELOW TARGET

UNDEFINED

COST - Base Period

COST

COST task orders IAW FAR 16.302 shall be issued against this CLIN during the base period. Requirements will be specified per task order and in accordance with the Contract Performance Work Statement (PWS).

MAX COST

LH - Base Period

LH

Labor Hour (LH) task orders IAW FAR 16.602 shall be issued against this CLIN during the base period. Fixed hourly rates will be established at the task order level. Requirements will be specified per task order and in accordance with the Contract Performance Work Statement (PWS).

TOT MAX PRICE

T&M - Base Period T&M Time and Materials (T&M) task orders IAW FAR 16.601 shall be issued against this CLIN during the base period. Fixed hourly rates will be established at the task order level. Requirements will be specified per task order and in accordance with the Contract Performance Work Statement (PWS).

TOT MAX PRICE

CEILING PRICE

UNDEFINED

CDRLs - Base Period

FFP

The contractor shall submit all CDRLs during the base period as required by Exhibit A, CDRLs.

MAX

NET AMT

UNDEFINED

FFP

Firm Fixed Price (FFP) task orders IAW FAR 16.202-1 shall be issued against this CLIN during option period 1. Requirements will be specified per task order and in accordance with the Contract Performance Work Statement (PWS).

MAX

UNDEFINED

FPI

Fixed Price Incentive (FPI) task orders IAW FAR 16.403 shall be issued against this CLIN during option period 1. For FPI (Firm Target), target cost, target profit, price ceiling, profit adjustment formula will be established at the task order level (see FAR 16.403-1). For FPI (Successive Target), initial target cost, initial target profit, initial profit adjustment formula, production point, and ceiling price will be established at the task order level (see FAR 16.403-2). Requirements will be specified per task order and in accordance with the Contract Performance Work Statement (PWS).

TARGET COST

TARGET PROFIT

TOTAL TARGET PRICE

CEILING PRICE

SHARE RATIO ABOVE TARGET

SHARE RATIO BELOW TARGET

UNDEFINED

CPFF

Cost Plus Fixed Fee (CPFF) task orders IAW FAR 16.306 shall be issued against this CLIN during option period 1. Requirements will be specified per task order and in accordance with the Contract Performance Work Statement (PWS).

MAX COST

FIXED FEE

TOTAL MAX COST + FEE

UNDEFINED

CPAF

Cost Plus Award Fee (CPAF) task orders IAW FAR 16.305 shall be issued against this CLIN during option period 1. Requirements will be specified per task order and in accordance with the Contract Performance Work Statement (PWS).

COST

BASE FEE

SUBTOTAL COST + BASE

AWARD FEE

TOTAL COST + FEE

UNDEFINED

CPIF

Cost Plus Incentive Fee (CPIF) task orders IAW FAR 16.405-1 shall be issued against this CLIN during option period 1. Target cost, target fee, minimum and maximum fees, and fee adjustment formula will be established at the task order level. Requirements will be specified per task order and in accordance with the Contract Performance Work Statement (PWS).

TARGET COST

TARGET FEE

TOTAL TGT COST + FEE

MINIMUM FEE

MAXIMUM FEE

SHARE RATIO ABOVE TARGET

SHARE RATIO BELOW TARGET

UNDEFINED

COST

COST task orders IAW FAR 16.302 shall be issued against this CLIN during option period 1. Requirements will be specified per task order and in accordance with the Contract Performance Work Statement (PWS).

MAX COST

UNDEFINED

LH

Labor Hour (LH) task orders IAW FAR 16.602 shall be issued against this CLIN during option period 1. Fixed hourly rates will be established at the task order level. Requirements will be specified per task order and in accordance with the Contract Performance Work Statement (PWS).

TOT MAX PRICE

UNDEFINED

T&M Time and Materials (T&M) task orders IAW FAR 16.601 shall be issued against this CLIN during option period 1. Fixed hourly rates will be established at the task order level. Requirements will be specified per task order and in accordance with the Contract Performance Work Statement (PWS).

TOT MAX PRICE

CEILING PRICE

UNDEFINED

FFP

The contractor shall submit all CDRLs during option period 1 as required by Exhibit A, CDRLs.

MAX

UNDEFINED

FFP

Firm Fixed Price (FFP) task orders IAW FAR 16.202-1 shall be issued against this CLIN during the transition out period. Requirements will be specified per task order and in accordance with the Contract Performance Work Statement (PWS).

*NOTE* If one or both of the option periods are not exercised, the POP of the transition out period will be modified accordingly prior to this CLIN being exercised.

MAX

UNDEFINED

FPI

Fixed Price Incentive (FPI) task orders IAW FAR 16.403 shall be issued against this CLIN during the transition out period. For FPI (Firm Target), target cost, target profit, price ceiling, profit adjustment formula will be established at the task order level (see FAR 16.403-1). For FPI (Successive Target), initial target cost, initial target profit, initial profit adjustment formula, production point, and ceiling price will be established at the task order level (see FAR 16.403-2). Requirements will be specified per task order and in accordance with the Contract Performance Work Statement (PWS).

*NOTE* If one or both of the option periods are not exercised, the POP of the transition out period will be modified accordingly prior to this CLIN being exercised.

TARGET COST

TARGET PROFIT

TOTAL TARGET PRICE

CEILING PRICE

SHARE RATIO ABOVE TARGET

SHARE RATIO BELOW TARGET

UNDEFINED

CPFF

Cost Plus Fixed Fee (CPFF) task orders IAW FAR 16.306 shall be issued against this CLIN during the transition out period. Requirements will be specified per task order and in accordance with the Contract Performance Work Statement (PWS).

*NOTE* If one or both of the option periods are not exercised, the POP of the transition out period will be modified accordingly prior to this CLIN being exercised.

MAX COST

FIXED FEE

TOTAL MAX COST + FEE

UNDEFINED

CPAF

Cost Plus Award Fee (CPAF) task orders IAW FAR 16.305 shall be issued against this CLIN during the transition out period. Requirements will be specified per task order and in accordance with the Contract Performance Work Statement (PWS).

*NOTE* If one or both of the option periods are not exercised, the POP of the transition out period will be modified accordingly prior to this CLIN being exercised.

COST

BASE FEE

SUBTOTAL COST + BASE

AWARD FEE

TOTAL COST + FEE

UNDEFINED

CPIF

Cost Plus Incentive Fee (CPIF) task orders IAW FAR 16.405-1 shall be issued against this CLIN during the transition out period. Target cost, target fee, minimum and maximum fees, and fee adjustment formula will be established at the task order level. Requirements will be specified per task order and in accordance with the Contract Performance Work Statement (PWS).

*NOTE* If one or both of the option periods are not exercised, the POP of the transition out period will be modified accordingly prior to this CLIN being exercised.

TARGET COST

TARGET FEE

TOTAL TGT COST + FEE

MINIMUM FEE

MAXIMUM FEE

SHARE RATIO ABOVE TARGET

SHARE RATIO BELOW TARGET

UNDEFINED

COST

COST task orders IAW FAR 16.302 shall be issued against this CLIN during the transition out period. Requirements will be specified per task order and in accordance with the Contract Performance Work Statement (PWS).

*NOTE* If one or both of the option periods are not exercised, the POP of the transition out period will be modified accordingly prior to this CLIN being exercised.

MAX COST

UNDEFINED

LH

Labor Hour (LH) task orders IAW FAR 16.602 shall be issued against this CLIN during the transition out period. Fixed hourly rates will be established at the task order level. Requirements will be specified per task order and in accordance with the Contract Performance Work Statement (PWS).

*NOTE* If one or both of the option periods are not exercised, the POP of the transition out period will be modified accordingly prior to this CLIN being exercised.

TOT MAX PRICE

UNDEFINED

T&M Time and Materials (T&M) task orders IAW FAR 16.601 shall be issued against this CLIN during the transition out period. Fixed hourly rates will be established at the task order level. Requirements will be specified per task order and in accordance with the Contract Performance Work Statement (PWS).

*NOTE* If one or both of the option periods are not exercised, the POP of the transition out period will be modified accordingly prior to this CLIN being exercised.

TOT MAX PRICE

CEILING PRICE

UNDEFINED

FFP

The contractor shall submit all CDRLs during the transition out period as required by Exhibit A, CDRLs.

MAX

CONTRACT MIN/MAX

General Information. This is an Indefinite Delivery/Indefinite Quantity (IDIQ) contract for supplies and services with an ordering period potentially spanning 10 years (if all options are exercised). The Government may issue task orders (TOs) on a Firm Fixed Price (FFP), Fixed Price Incentive (FPI), Cost Plus Fixed Fee (CPFF), Cost Plus Award Fee (CPAF), Cost Plus Incentive Fee (CPIF), COST, Labor Hour (LH), or Time and Materials (T&M) basis.

Contract Minimum: $500,000.00.

Contract Maximum: $8,000,000,000.00.

TO Minimum/Maximum: There are no minimum or maximum amounts at the TO level.

Section C - Descriptions and Specifications

CONTRACT PWS

The Contract Performance Work Statement (PWS) is located at Attachment 1 in Section J.

Section D - Packaging and Marking

CLAUSES INCORPORATED BY FULL TEXT

5652.247-9000 Packaging & Marking - F.O.B. Destination (1998)

The shipping, address, contract number, device number, and any other "MARK FOR" information shall be clearly marked on the outside of all packages shipped under this contract. Information shall be easily identified without opening the package. This information shall also be included on the inside of all packages.

Section E - Inspection and Acceptance

INSPECTION AND ACCEPTANCE TERMS

Supplies/services will be inspected/accepted at:

CLAUSES INCORPORATED BY REFERENCE

52.246-11 HIGHER-LEVEL CONTRACT QUALITY REQUIREMENT (DEC 2014)

(a) The Contractor shall comply with the higher-level quality standard(s) listed below.

(b) The Contractor shall include applicable requirements of the higher-level quality standard(s) listed in paragraph (a) of this clause and the requirement to flow down such standards, as applicable, to lower-tier subcontracts, in--

(1) Any subcontract for critical and complex items (see 46.203(b) and (c)); or

(2) When the technical requirements of a subcontract require--

(i) Control of such things as design, work operations, in-process control, testing, and inspection; or

(ii) Attention to such factors as organization, planning, work instructions, documentation control, and advanced metrology.

(End of clause)

Section F - Deliveries or Performance

DELIVERY INFORMATION

23-JUL-2022

NA

*5751 BRIAR HILL ROAD

LEXINGTON KY 40516

H92254

23-JUL-2022

H92254

23-JUL-2022

H92254

23-JUL-2022

H92254

23-JUL-2022

H92254

23-JUL-2022

H92254

23-JUL-2022

H92254

23-JUL-2022

H92254

23-JUL-2026

NA

*5751 BRIAR HILL ROAD

LEXINGTON KY 40516

H92254

23-JUL-2026

H92254

23-JUL-2026

H92254

23-JUL-2026

H92254

23-JUL-2026

H92254

23-JUL-2026

H92254

23-JUL-2026

H92254

23-JUL-2026

H92254

23-JUL-2027

NA

*5751 BRIAR HILL ROAD

LEXINGTON KY 40516

H92254

23-JUL-2027

H92254

23-JUL-2027

H92254

23-JUL-2027

H92254

23-JUL-2027

H92254

23-JUL-2027

H92254

23-JUL-2027

H92254

23-JUL-2027

H92254

52.247-33 F.O.B. ORIGIN, WITH DIFFERENTIALS (FEB 2006)

(a) The term "f.o.b. origin, with differentials," as used in this clause, means--

(1) Free of expense to the Government delivered--

(i) On board the indicated type of conveyance of the carrier (or of the Government, if specified) at a designated point in the city, county, and State from which the shipments will be made and from which line-haul transportation service (as distinguished from switching, local drayage, or other terminal service) will begin;

(ii) To, and placed on, the carrier's wharf (at shipside, within reach of the ship's loading tackle, when the shipping point is within a port area having water transportation service) or the carrier's freight station;

(iii) To a U.S. Postal Service facility; or

(iv) If stated in the solicitation, to any Government-designated point located within the same city or commercial zone as the f.o.b. origin point specified in the contract (the Federal Motor Carrier Safety Administration prescribes commercial zones at Subpart B of 49 CFR part 372); and

(2) Differentials for mode of transportation, type of vehicle, or place of delivery as indicated in Contractor's offer may be added to the contract price.

(b) The Contractor shall--

(1)(i) Pack and mark the shipment to comply with contract specification; or

(ii) In the absence of specifications, prepare the shipment in conformance with carrier requirements to protect the goods and to ensure assessment of the lowest applicable transportation charge;

(2)(i) Order specified carrier equipment when requested by the Government; or

(ii) If not specified, order appropriate carrier equipment not in excess of capacity to accommodate shipment;

(3) Deliver the shipment in good order and condition to the carrier, and load, stow, trim, block, and/or brace carload or truckload shipment (when loaded by the Contractor) on or in the carrier's conveyance as required by carrier rules and regulations;

(4) Be responsible for any loss of and/or damage to the goods--

(i) Occurring before delivery to the carrier;

(ii) Resulting from improper packing and marking; or

(iii) Resulting from improper loading, stowing, trimming, blocking, and/or bracing of the shipment, if loaded by the Contractor on or in the carrier's conveyance;

(5) Complete the Government bill of lading supplied by the ordering agency or, when a Government bill of lading is not supplied, prepare a commercial bill of lading or other transportation receipt. The bill of lading shall show--

(i) A description of the shipment in terms of the governing freight classification or tariff (or Government rate tender) under which lowest freight rates are applicable;

(ii) The seals affixed to the conveyance with their serial numbers or other identification;

(iii) Lengths and capacities of cars or trucks ordered and furnished;

(iv) Other pertinent information required to effect prompt delivery to the consignee, including name, delivery address, postal address and ZIP code of consignee, routing, etc.;

(v) Special instructions or annotations requested by the ordering agency for bills of lading; e.g., ``This shipment is the property of, and the freight charges paid to the carrier will be reimbursed by, the Government''; and

vi) The signature of the carrier's agent and the date the shipment is received by the carrier; and

(6) Distribute the copies of the bill of lading, or other transportation receipts, as directed by the ordering agency.

(c)(1) It may be advantageous to the offeror to submit f.o.b. origin prices that include only the lowest cost to the Contractor for loading of shipment at the Contractor's plant or most favorable shipping point. The cost beyond that plant or point of bringing the supplies to the place of delivery and the cost of loading, blocking, and bracing on the type vehicle specified by the Government at the time of shipment may exceed the offeror's lowest cost when the offeror ships for the offeror's account. Accordingly, the offeror may indicate differentials that may be added to the offered price. These differentials shall be expressed as a rate in cents for each 100 pounds (CWT) of the supplies for one or more of the options under this clause that the Government may specify at the time of shipment.

(2) These differential(s) will be considered in the evaluation of offers to determine the lowest overall cost to the Government. If, at the time of shipment, the Government specifies a mode of transportation, type of vehicle, or place of delivery for which the offeror has set forth a differential, the Contractor shall include the total of such differential costs (the applicable differential multiplied by the actual weight) as a separate reimbursable item on the Contractor's invoice for the supplies.

(3) The Government shall have the option of performing or arranging at its own expense any transportation from Contractor's shipping plant or point to carrier's facility at the time of shipment and, whenever this option is exercised, the Government shall make no reimbursement based on a quoted differential.

(4) Offeror's differentials in cents for each 100 pounds for optional mode of transportation, types of vehicle, transportation within a mode, or place of delivery, specified by the Government at the time of shipment and not included in the f.o.b. origin price indicated in the Schedule by the offeror, are as follows:

details to be provided in applicable task orders

(End of clause)

Section G - Contract Administration Data

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

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

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

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

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

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

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

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

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

(d) WAWF training. The Contractor should follow the training instructions of the WAWF Web-Based Training Course and use the Practice Training Site before submitting payment requests through WAWF. Both can be accessed by selecting the “Web Based Training” link on the WAWF home page at https://wawf.eb.mil/.

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

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

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

details to be provided in applicable task orders

(Contracting Officer: Insert applicable document type(s). Note: If a “Combo” document type is identified but not supportable by the Contractor's business systems, an “Invoice” (stand-alone) and “Receiving Report” (stand-alone) document type may be used instead.)

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

details to be provided in applicable task orders

(Contracting Officer: Insert inspection and acceptance locations or “Not applicable”.)

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

Routing Data Table* Field Name in WAWF Data to be entered in WAWF

(*details to be provided in applicable task orders)

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

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

(Contracting Officer: Insert applicable email addresses or “Not applicable.”)

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

details to be provided in applicable task orders

(Contracting Officer: Insert applicable information or “Not applicable.”)

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

(End of clause)

5652.216-9000 Fixed Fee Information (2003)

Subject to the requirements of FAR 52.216-8 and all other withholding requirements of this contract, the fixed fee stated in Section B shall be paid to the contractor at the same percentage rate as the percentage of incurred and allowable costs proportionate to the total estimated cost.

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:

5652.232-9000 Funding Schedule (2003)

(a) In accordance with FAR 52.232-22, funds in the amount of $ details to be provided in applicable task orders have been allotted to cover performance through details to be provided in applicable task orders.

(b) It is anticipated that additional funds will be obligated in accordance with the following schedule:

details to be provided in applicable task orders

(End of clause)

Section H - Special Contract Requirements

SPECIAL CONTRACT REQUIREMENTS

Section H - Special Contract Requirements Table of Contents

H.1. CONTRACT TYPE

This is an Indefinite Delivery/Indefinite Quantity (IDIQ) contract for 10-years of performance broken down as follows: five-year base period, one four-year option period, one one-year transition option period. The Section B contract line item values are flexible and are input solely for the purposes of being able to comply with DoD reporting requirements utilizing the capabilities of our procurement database. The contract will be tracked to the overall ceiling amount of $8B. The maximum for this contract is $8B and the minimum for the contract is $500K. The maximum of $8B will not be exceeded without PCO approval.

H.2. NORMAL WORK HOURS

Contract performance is in accordance with the Performance Work Statement (PWS) and individual task orders and includes shift work as necessary to perform this contract. Contractor hours of operations are up to the discretion of the contractor unless otherwise stated in individual task orders. Normal hours of operations for PEO SOFSA personnel range between 0600 to 1800 hrs. Core hours will coincide with PEO SOFSA management hours of 0800 to 1630 Monday through Friday. Legal holidays observed by the Government include:

· January 1st

· 3rd Monday of January

· 3rd Monday of February

· Last Monday of May

· July 4th

· 1st Monday of September

· 2nd Monday of October

· November 11th

· 4th Thursday in November

· December 25th

When one of the above designated legal holidays falls on a Sunday, the following Monday will be observed as a legal holiday. When a legal holiday falls on a Saturday, the preceding Friday is observed as a holiday by U.S. Government Agencies.

H.3. SCRAP PROCEDURE

The contractor shall have an approved scrap procedure for the disposal of scrap resulting from production or testing under this contract. The proceeds from the sale of scrap shall be credited to the Government.

H.4. FINANCIAL RECORDS

Financial and Accounting Records: Defense Contract Audit Agency (DCAA) is resident at the Bluegrass Station (BGS), Lexington, Kentucky facility. DCAA performs other analysis and reviews that require access to the contractor’s financial and accounting records supporting proposed and incurred cost. All financial and accounting records for the prime will be locally accessible by the Government from BGS as it pertains to this contract and the DCAA responsibilities.

H.5. TRAVEL ABOARD MILAIR

Contractor personnel are authorized to travel aboard military aircraft in performance of duties associated with this contract, provided that appropriate authorization is granted by the Government Command level representative (O-7 or above) of the aircraft prior to the contractor personnel boarding the aircraft.

H.6. ORGANIZATIONAL CONFLICT OF INTEREST (OCI) AND PROTECTION OF PROPRIETARY INFORMATION

The guidelines and procedures of FAR Subpart 9.5 Organizational and Consultant Conflicts of Interest and FAR Part 3 Improper Business Practices and Personal Conflicts of Interest will be used in identifying and resolving any issues of conflict of interest. IAW FAR 9.506(b), this acquisition involves a significant potential organizational conflict of interest in performance of various task orders and therefore, the following OCI requirements as defined in FAR 9.5 apply to this contract in order to preclude the contractor from obtaining unfair competitive advantage in concurrent or future competitive acquisitions. Additionally, the following paragraphs also address protection of proprietary information.

A. Whenever, in the performance of this contract, the contractor provides systems engineering and technical direction for a system as defined in FAR 9.505 and the contractor will not have overall contractual responsibility (under this contract) for its development, its integration, assembly, and checkout, or its production, the contractor will not enter into any other contract (does not include subsequent task orders issued under this contract) either as a prime or as a subcontractor or consultant to a supplier to furnish said items or components thereof during the life of this contract or through the initial production contract whichever is longer.

B. During contract performance the contractor may, either directly or through the Government, receive proprietary information or technical data and computer software of other contractors (hereafter “proprietary information"). Therefore, the following requirements of this clause and of contract clause 252.227-7025 apply to all proprietary information provided under this contract, whether or not the information is technical data or computer software as defined in FAR and DFARS Subparts 27 and 227.

IAW FAR 9.505-4(b), a contractor that gains access to proprietary information of other companies in performing services for the Government must agree with the other companies to protect their information from unauthorized use or disclosure for as long as it remains proprietary and refrain from using the information for any purpose other than that for which it was furnished. All proprietary information delivered directly to the contractor or to the Government with restrictions on use, modification, reproduction, release, performance, display, or disclosure may not be provided to third parties unless the intended recipient completes and signs the use and non-disclosure agreement (NDA) at DFARS 227.7103-7 paragraph (c) prior to release or disclosure of the data. The contractor shall furnish to the Contracting Officer Representative (COR) copies of these NDAs. It is not the responsibility of the Government to request or be involved with drafting these NDAs.

The contractor shall protect all proprietary information (as defined herein) with the same caution that a reasonably prudent contractor would use to safeguard highly valuable property and IAW contract clause 252.227-7025. Proprietary information shall not be duplicated, used or disclosed in whole or in part, without prior permission of the Government, for any purpose other than to perform this contract. This restriction does not limit the contractor's right to use, duplicate or disclose such information if such information was lawfully obtained by the contractor from other sources IAW FAR 9.505-4(a).

The contractor shall include this provision, including this paragraph, in subcontracts of any tier which involve access to proprietary information. The use of this clause in such subcontracts shall be read by substituting the word "subcontractor" for the word "contractor" wherever the latter appears.

H.7. PROCEDURES FOR TASK ORDERS

*NOTE* The Government may unilaterally deviate from these procedures at any time as required.

General.

The Government will determine the most appropriate task order contract type for each effort. The Government may unilaterally deviate from these procedures at any time as required. The contractor shall perform in accordance with the awarded task order including all terms and conditions of the basic contract and any additional specific information awarded at the order level. Task orders may include option year periods. The process for exercising task order options is included below.

Government Task Order Proposal Request (TOPR) Content and Transmission.

When the Government has a requirement for work to be performed, the Contracting Officer will issue a TOPR containing: (1) an Instruction to Offeror (ITO) providing instructions for proposal submissions and general guidance, (2) the work to be performed via a Performance Work Statement (PWS), Statement of Work (SOW), Statement of Objectives (SOO), or other document that describes the Government’s requirements, and (3) any other information considered to be of assistance to the contractor in preparing a proposal. Unless otherwise specified in the ITO, the contractor shall have 20 calendar days to submit its proposal.

Obligations.

Issuance of an TOPR does not obligate the Government to issue a corresponding task order under this contract, nor does it authorize the contractor to perform any work pursuant to such TOPR prior to the contractor’s receipt of an authorized Notice to Proceed by a warranted Contracting Officer or issuance of a formal task order.

Urgent Requirements/Quick Reaction.

Some requirements may require faster than normal submission timelines (quick reaction orders, urgent or unplanned requirements, etc.). 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.

Ordering Authority.

Task orders under this IDIQ will be issued only by PEO SOFSA Business Management Division (BMD) and its Contracting Officers are responsible for the overall contract and all task orders. Ordering Authority has NOT been granted to any other PEO SOFSA division.

Submission of Task Order Proposals

Formats and File Naming Conventions:

All task order proposal submissions require a very short naming convention in order for the Contracting Officer to open the documents within the official electronic contract files.

Format of the task order proposal submission shall be as follows:

· Text size shall be no smaller than what is equivalent to Microsoft Word, Times New Roman, 11 point, uncompressed font for Technical volumes.

· Pages shall be single sided, one and one half spaced, with a minimum of one inch margins on all sides.

· Pages shall be dated and numbered sequentially starting with page 1 per document. Technical Volume (10 pg limit + PWS) and Cost/Price (10 pg limit + excel files).

· Legible tables, charts, graphs and figures shall be used when necessary to depict organizations, systems and layout, implementation schedules, plans, etc. These displays shall be uncomplicated, legible and shall not exceed 11 by 17 inches in size. For tables, charts, graphs and figures, the text shall be no smaller than 8 point Arial font.

· Electronic submissions must be in Microsoft Office or in a software format that is compatible with that used by the Contracting Officer at the time of proposal submission. Any changes, as a result of negotiations, will be conformed and have changed information clearly marked by a vertical line in the right margin.

Proposal Content:

Unless the ITO indicates otherwise, proposals will consist of a technical volume and a cost/price volume. Alternate task order proposals are only allowed if stated in the ITO.

Technical Volume:

The contractor shall submit a technical volume describing the contractor’s technical and management approach to meet the applicable task order requirements. The approach shall clearly address the following areas: overall discussion of the contractor’s task order management approach, technical, personnel, material, travel, and innovative approach information as required to meet the requirement. When a SOO is provided, the contractor shall propose a PWS or SOW. When an SDS table is provided in the SOO, the contractor shall incorporate it into its proposed PWS.

Cost/Price Volume:

The contractor shall submit a cost/price proposal, which shall include pricing for all CLINs as well as a total. Submission of the cost/price data shall be complete and accurate and in accordance with FAR 15.406-2 when applicable. Each ITO will inform the contractor of the contract type. The proposed cost/price shall be inclusive of all direct (i.e., direct labor, material, travel, and ODC) and associated indirect costs plus profit related to the task order. The contractor shall submit certified cost and pricing data when required. When certified cost and pricing data is not required, the contractor shall submit information other than cost or pricing data. The contractor shall show a clear buildup of all direct and indirect costs being proposed, to include fee. Indirect proposed rates for labor shall be based upon the business unit’s forward pricing rate recommendations as approved by DCMA or forward pricing rate agreements that are in effect at the time of the task order proposal submission, if applicable. All files noted in the Cost/Price Volume must be delivered as attachments and all supporting information (artifacts) must tie to the Cost/Price Volume.

The contractor shall conform to all security requirements as specified in each task and as detailed in the DD Form 254 included with the TOPR. *NOTE* Per PWS paragraph 7.1, a separate DD Form 254 may be provided if the security requirements differ substantively from the contract DD Form 254.

Authorization to Proceed on Task Orders

In time-critical circumstances, after award and prior to the contractor’s receipt of the contractual instrument, the Contracting Officer may direct the contractor in writing, verbally, or electronically, to commence performance of a task order. If verbally authorized to proceed, the authorization will be reiterated as soon as practical via electronic means by the Contracting Officer. Otherwise, the contractor is not authorized to commence performance prior to the issuance of the task order or other written or electronic notice provided by the Contracting Officer. In no case shall the contractor commence work without explicit approval from the Contracting Officer.

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

Task Order Completion:

Upon completion of a task order, an authorized representative of the contractor shall certify in writing to the Contracting Officer that the task order is completely billed, remaining dollars of said amount can be de-obligated (if applicable), and all deliverables have been received and accepted by the Government. This information will be used as part of the final required documentation for task order closeout. The final closeout proposal shall include itemized Accounting Classification Reference Number (ACRN) de-obligations at the CLIN level per task order level. CPFF task orders will be closed out in accordance with DCMA and DCAA procedures.

H.8. EXERCISE OF CONTRACT OPTION PERIOD

Prior to exercising an option period at the overall contract level, the Government will review the contractor's performance based upon information obtained from all evaluation areas in the Contractor Performance Assessment Reports in CPARS and input obtained through internal sources, including the Contracting Officer Representatives (CORs) in accordance with the Quality Assurance Surveillance Plan (QASP), meeting the contractual small business mandates, quality of service, and proven cost control over the basic contract award period. At the time of review, if the Contracting Officer determines that the contractor's performance is unsatisfactory, the Government may not exercise the option.

H.9. DRUG-FREE WORK FORCE (DFARS 225252.223-7004 EDITED)

(a) Definitions.

(1) “Employee in a sensitive position,” as used in this clause, means an employee who has been granted access to classified information; or employees in other positions that the Contractor determines involve national security, health or safety, or functions other than the foregoing requiring a high degree of trust and confidence.

(2) “Illegal drugs,” as used in this clause, means controlled substances included in Schedules I and II, as defined by section 802(6) of Title 21 of the United States Code, the possession of which is unlawful under Chapter 13 of that Title. The term “illegal drugs” does not mean the use of a controlled substance pursuant to a valid prescription or other uses authorized by law.

(b) The contractor agrees to institute and maintain a program for achieving the objective of a drug-free work force.

(c) Contractor programs shall include the following, or appropriate alternatives (except for paragraph (c)(4)(ii) which shall be followed as written):

(1) Employee assistance programs emphasizing high level direction, education, counseling, rehabilitation, and coordination with available community resources;

(2) Supervisory training to assist in identifying and addressing illegal drug use by contractor employees;

(3) Provision for self-referrals as well as supervisory referrals to treatment with maximum respect for individual confidentiality consistent with safety and security issues;

(4) Provision for identifying illegal drug users, including testing on a controlled and carefully monitored basis. Employee drug testing programs shall be established taking account of the following:

(i) The contractor shall establish a program that provides for testing for the use of illegal drugs by employees in sensitive positions. The extent of and criteria for such testing shall be determined by the contractor based on considerations that include the nature of the work being performed under the contract, the employee's duties, the efficient use of contractor resources, and the risks to health, safety, or national security that could result from the failure of an employee adequately to discharge his or her position.

(ii) The contractor shall administer a random drug screening program to include for aviation flight crewmembers, air traffic controllers, and aviation personnel in positions in which the duties include dispatching, safety inspections, or the repair and maintenance of aircraft under this contractproduction and modification work under this contract. Random drug screening shall occur not less than monthly.