DRFP-FINAL.doc

Missile Defense Agency Engineering and

Support Services

(MiDAESS)

Draft Request for Proposals

HQ0006-07-R-0012

January 30, 2008

Executive Summary

The Department of Defense created the Missile Defense Agency in January 2002. The Agency’s mission is to develop a layered integrated ballistic missile defense system that will destroy all ranges of missiles by engaging them in all phases of flight. The Agency’s initial mandate was to field the first increment of capability as soon as technologically possible.

The Department assigned existing missile defense programs from the military services to the Agency. These included the Army’s National Missile Defense program, the Navy’s Aegis Ballistic Missile Defense program, and the Air Force’s Airborne Laser program, among others. Each of the existing service program offices became part of the Missile Defense Agency. Each of these program offices procured its own contractor support services and each, to a large extent, maintained its identity as an independent program office with unique processes and procedures. However, programs are being integrated based on Agency block baselines and Statement of Goals. The block baselines and goals is a summary of key performance, schedule, and budget parameters that are the basis for the achievement of a ballistic missile defense capability.

In 2004, the Director of MDA directed a re-engineering to better align the Agency to achieve an overall goal of developing a single integrated system. A foundational premise of the re-engineering was to centralize control in the Agency headquarters and de-centralize execution to the field. One of the major changes resulting from that re-engineering was a conversion of the Agency’s organizational structure from that of a project organization to that of a matrix organization. Under the matrix organization, Government people working in the program offices went into a functional alignment. Each person in the program office is responsible to a functional manager for his/her particular skill and responsible to the program leadership for day-to-day direction. The individual functional managers are, in turn, accountable to senior Agency leadership for the quality of the functional support, for insuring functional cross-flow among individual offices, for developing Agency wide functional processes, and for functional training.

There were several realizations about contractor support services that came during the re-engineering. First we found that the Agency had a huge number of contracts for contractor support services; there were more than 200 with each having a separate administrative cost. The second realization was that we did not know exactly how many individuals were working under our contractor support service contracts across the Agency. Neither were we able to identify areas where we might have had people doing work that was no longer necessary or duplicative of other contractor support. Third, we were stove-piped in our use of contractor support services. Many offices had their own contracts and own set of contractor employees. So, contractors supporting the Ground-Based Missile Defense system were generally not available to support the AEGIS Ballistic Missile Defense System, for example. We were not fully using the experience and skills of our support contractor workforce and we had not aligned our contractor support services along functional lines. Furthermore, we discovered that we were not actively managing the quality of our contractor support services. Finally, some of our incumbent contractors had not faced any competition for several years.

These findings led the Agency’s senior leadership to decide to totally restructure our procurement of contractor support services. The program to do that is the Missile Defense Agency Engineering and Support Services (MiDAESS) program. That program has several explicit objectives to include:

· Gaining efficiencies across the Agency

· Centralizing control of buying manpower

· Accurately accounting for our cost of doing business

· Actively managing the quality of our contractor support services

· Cross-flowing technical expertise and knowledge across the Agency

· Adopting matrix management for our contractor support services workforce

· Becoming more transparent in our use of contractor support services

The MiDAESS program will conduct a number of separate procurements for contractor support services. These will occur over time and will ultimately supplant all of our existing contractor support service contracts. Although MDA will not terminate any of its existing support contracts, our intention is to transition contracts to the MiDAESS program at the earliest time. Contracts with existing options and award terms might not be exercised. Each acquisition will be by functional area and sub-area. There are some functional areas with recent contract awards that will transition at a later date (contracting, small business, legislative affairs, public affairs, recruiting, fitness center operation, protocol, Director’s Action Group, and Visual Information Production Center). Each functional area will have a separate Request for Proposal and contract award(s). Below is a listing of the functional areas:

· Acquisition Management

· Administrative Support

· Advanced Technology

· Business and Financial Management

· Human Resources

· Information Management and Technology Operations

· Infrastructure & Environment

· International Affairs

· Quality, Safety, and Mission Assurance

· Systems Engineering

· Security and Intelligence Operations

· Test

· Warfighter and BMDS Operations Support

· Worldwide Deployment

We expect each contract to be an indefinite delivery/indefinite quantity (IDIQ) multiple task order contract. There will be an initial task that will be part of each award. We will add more tasks when there are either new requirements or when an existing contractor support service contract is expiring.

The MDA is still in the process of defining contractor support service requirements for each function. The draft RFP has a separate annex for each functional area. That annex gives requirements as we know them now. Those requirements will continue to evolve over time. In most cases we are stating the requirements in terms of numbers of people and skill mix.

Noteworthy is that some of the requirements are in multiple geographic locations in support of Agency Headquarters, program elements of the Ballistic Missile Defense System, and other affiliated locales such as test ranges, laboratories, etc. In some cases, a contractor proposing to provide that support must be able to do so in every geographic location where the need exists. Task orders will identify places of performance.

This acquisition will be based on the best value approach. There will be three core source selection factors for all the awards: 1) Performance Capability, 2) Past Performance, and 3) Cost/Price. Performance capability and past performance will be equal in importance. Cost/price will be less important than either performance capability or past performance. Cost/price will be significantly less important than the combination of performance capability and past performance.

Performance capability is an assessment of both the offeror’s technical capability to do the work and his capability to manage it. In many cases, the evaluation may include an assessment of the contractor's oral answer to a sample problem. Where it applies, only those offerors in the competitive range will have an opportunity to present an answer to the sample problem. The draft RFP has a sample problem, but it will not be the same one we will ultimately use.

The past performance evaluation will be an in-depth look at the contractor's most recent performance doing similar work. Its purpose is to use that performance to derive a degree of confidence that the contractor will satisfactorily do this work. The evaluation will also include an assessment of any subcontractor doing more than 25% of the work.

The cost/price evaluation will be looking primarily at the realism and reasonableness of the contractor's price proposal. The MDA may eliminate from the competition any contractors submitting unrealistically low or high prices.

Where MDA makes multiple contract awards within a single functional area, each awardee will get an equal share of the initial task order. Awardees will continue to get an equal share of any additional tasks only during the first six months after contract award. After that point, work share will depend almost exclusively on a contractor’s ongoing performance relative to the other award winners. To facilitate these competitions and to maintain the quality of the support, the MDA intends to perform ongoing bi-monthly performance assessment. The Agency will use ongoing performance over the previous six months to make the awards. The Agency's goal is to award additional tasks in a streamlined efficient manner with minimal proposal requirements.

We anticipate the period of performance for the initial task to be six months. The task orders will contain additional options for continuing performance, with each lasting 12 months. However, having satisfactory (green) or even excellent (purple) performance does not guarantee an equal share of future work on additional tasks.

The MDA intends to place special emphasis on giving work to qualified small and small disadvantaged businesses. Besides carving out substantial work for these businesses, the MDA considers a contractor's use of these businesses as a competitive factor. The MDA will assess the contractor's small/small disadvantaged business subcontracting approach and award a color rating as part of the initial selection. Additionally, the Agency will consider the contractor's record in the small and small disadvantaged arena as part of both the past and ongoing performance evaluations.

The MDA expects to use a cost-plus fixed-fee contract for most of the MiDAESS procurement. For these contracts, the MDA plans to have caps on fully burdened labor rates and to have a lower fixed-fee (pass-thru) on subcontract work. For those areas where MDA can state its requirements as performance-based, the intent is to use a fixed-price arrangement; most of these areas will also be amenable to FAR Part 12 (commercial) contracting.

The potential for conflicts of interest on MiDAESS acquisitions, whether real or perceived, is significant for prime contractors and subcontractors providing other support to the MDA. Careful analysis of conflicts of interest must be accomplished by each contractor. Contractors may present their OCI concerns and questions to the Contracting Officer based on instructions in the MiDAESS draft and final RFP. Early dialogue on potential conflict issues will help to resolve them as early as possible.

This is a "Draft" Request for Proposal to secure industry comments. There are still areas in the documentation that need to be refined to address the gaps and seams. The mechanics of this re-engineering are being worked and more details will be provided later in areas such as skill mix definitions, other direct costs, organizational conflict of interest mitigation, evaluation criteria, and TBDs. We encourage industry questions and comments to gain more insights in order to prepare the final documents with more granularity.

Section B - Supplies or Services and Prices

Provide Technical Services (RDT&E)

CPFF

Furnish all fully burdened direct labor to support (insert functional area) with satisfactory and timely performance. NOTE: Contract type is CPFF with caps.

MAX COST

FIXED FEE

TOTAL MAX COST + FEE

Travel (RDT&E)

COST

Approved travel IAW FAR part 31 and MDA clause H-05. No fee will be applied to travel costs.

MAX COST

ODCs (RDT&E)

Other Direct Costs as approved by the Contracting Officer or other designated Government official. Includes only those items not covered in general and administrative (G&A) or overhead (OH) expenses.

NSP

CDRLs (RDT&E)

Deliver CDRLs as required by the Statement of Work (SOW).

Provide Technical Services (O&M)

CPFF

Furnish all fully burdened direct labor to support [insert functional area] with satisfactory and timely performance. NOTE: Contract type is CPFF with caps.

FIXED FEE

TOTAL MAX COST + FEE

Travel (O&M)

Approved travel IAW FAR part 31 and MDA clause H-05. No fee will be applied to travel costs.

MAX COST

ODCs (O&M)

Other Direct Costs as approved by the Contracting Officer or other designated Government official. Includes only those items not covered in general and administrative (G&A) or overhead (OH) expenses.

NSP

CDRLs (O&M)

Deliver CDRLs as required by the Statement of Work (SOW).

Section C - General Information C 1.0

SCOPE OF WORK (DEC 2007)

You must:

a.

Perform the work specified in the Statement of Work or other Attachments and Exhibits in Section J of this contract.

b.

Provide all necessary materials, labor, equipment and facilities required to perform this work unless otherwise noted.

C 2.0

CONTRACTOR PERSONNEL.

For the purpose of this contract, the term "Contractor personnel" applies to all Contractor employees, subcontractor employees, or any other person(s) acting for, or on behalf of, the Contractor to perform work on this contract.

C 2.1 Personnel Security Clearances. The Contractor shall obtain the required personnel security clearances by contract performance start date and maintain these clearances throughout the contract period of performance. Personnel security requirements are set forth in DD Form 254, Department of Defense Contract Security Classification Specification. The Standard Form SF 85, requests for security clearances, shall be submitted to the Defense Industrial Security Clearance Office, ATTN: DISCO-A, P.O. Box 299, Columbus, OH 43216-5006. Security clearances shall be obtained for ALL Contractor personnel requiring access to MDA information. In addition, Contractor personnel handling or maintaining classified documents, locking and security devices, security alarms, and mail shall possess security clearances equal to or greater than the items being handled or as required by security regulations pertaining to handling and access of that equipment or those items.

C 2.2 Change of Personnel. The Contractor shall provide appropriate documentation to substantiate qualifications to the Contracting Officer or designated representative for Project Manager or other key Contractor position changes.

C 2.4 Personnel Rosters. The Contractor shall provide the Contracting Officer with a roster of all personnel working under this contract. The Contractor’s personnel roster must include the employee’s name, assigned position, and security clearance. The roster shall be updated as personnel changes occur.

C 2.5 Identification Badges. In addition to the requirements in H-11:

C 2.5.1 Contractor personnel requiring access to MDA facilities shall possess a Government-furnished facility / identification access badge. Badges shall be on the employee’s outer clothing except when it will present a safety hazard.

C 2.5.2 Upon termination of employment of Contractor personnel, or of this contract, Government-furnished identification cards and facility access badges shall be turned-in to the Contracting Officer or designated representative on the last working day that the employee is assigned to work under this contract IAW MDA Directive 5000.01 Out-Processing of Missile Defense Agency On-Site Contractor Employees

C 2.6 Training Program.

The Contractor shall develop a training program to ensure Contractor personnel are trained/certified/licensed to accomplish the requirements of this contract. Contractor shall maintain records of all scheduled and completed training.

C 3.0

SAFETY.

C 3.1 Serious Accident and Incident Reporting. The Contractor shall report serious accidents and incidents immediately by the most expeditious means possible.

C 3.2 Compliance. The Contractor shall comply with all Federal, State, and local regulations covering areas of safety.

C 3.3 Emergency Notification Procedures. Contractor personnel witnessing a fire, accident (to include train and aircraft incidents), criminal act, hazardous material release, or threatening act or condition shall notify the proper authority in accordance with the policy set forth for that location.

C 4.0

SECURITY.

C 4.1 Filing Documents. Government-furnished classified and unclassified files in existence at the contract performance start date, and those generated through performance of the work contained in the contract, shall be maintained in accordance with DoD regulation 5200.1-R, National Industrial Security Program Operating Manual (NISPOM). Upon contract completion or the last day of contract performance, whichever comes first, all files shall be transferred to the Contracting Officer or designated representative. All files are considered the property of the Government.

C 4.2 Installation Access and Control. All contractor personnel must comply with the applicable installation/facility access procedures.

C 4.3 Vehicle Registration, Licensing, and Operation. Contractor personnel must have proper state registration, proof of insurance, and a valid driver's license to operate privately owned vehicles (POV) on Government installations.

Section E - Inspection and Acceptance

CLAUSES INCORPORATED BY REFERENCE

CLAUSES INCORPORATED BY FULL TEXT

E-01

INSPECTION AND ACCEPTANCE (DEC 2007)

a.

The Contracting Officer’s Representative or the contract administration office representative will perform final inspection and acceptance at: TBD

b. The attached Contract Data Requirements List(s), DD Form 1423-1, for Exhibits TBD provide instructions for our Final inspection and acceptance of these data items.

(End of clause)

Section F - Deliveries or Performance

CLAUSES INCORPORATED BY REFERENCE

CLAUSES INCORPORATED BY FULL TEXT

F-01

DELIVERY SCHEDULE/PERIOD OF PERFORMANCE (DEC 2007)

a.

The base period of performance for this contract is 60 months for CLIN(s) 0001 through 0008

b. If we exercise the Options(s) under Special Provision, “Exercise of Options,” you must complete the work required by the CLIN(s) during the required period beginning with the effective date of the exercised Option(s).

(End of Clause)

Section G - Contract Administration Data

CLAUSES INCORPORATED BY FULL TEXT

G-01 GOVERNMENT POINTS OF CONTACT AND THEIR ROLES IN ADMINISTERING THE CONTRACT (DEC 2007)

Although you are responsible for total management during the performance of this contract, administering the contract will require maximum coordination between you and the Government. During contract performance, our points of contact are:

a.

CONTRACTING OFFICERS

1.

The Procuring Contracting Officer (PCO) or designated Administrative Contracting Officer (ACO) will perform all contract administration.

2.

You should address all communication about the contract administration to the responsible Contracting Officer. The cognizant contract administration office is responsible for the contract administration functions (see FAR 42.302 and DFARS 242.302).

3.

Only the Contracting Officer may authorize any changes, deviations, or waivers to the contract.

b.

CONTRACTING OFFICER’S REPRESENTATIVE (COR)

The Procuring Contracting Officer will assign a COR in an appointment letter that details their duties and responsibilities. We will provide a copy of this letter to you. The COR is not authorized to change any of the terms and conditions of the contract. Only the Contracting Officer can change or modify the contract terms or take any other action that obligates the Government.

(End of Clause)

G-02

PATENTS - REPORTING OF SUBJECT INVENTIONS (DEC 2007)

a. This contract incorporates DFARS clause 252.227-7039, which implements the provisions of FAR 27.303(b)(2).

b. You must submit the interim and final invention reports through the Administrative Contracting Officer to the Procuring Contracting Officer on DD Form 882, Report of Inventions and Subcontracts. In accordance with DFARS 252.227-7038(e)(7) and 252.227-7039, you must furnish interim reports every twelve (12) months and final reports within three (3) months after completion of the contracted work. If you fail to disclose a subject invention, we may invoke the withholding of payments provision in DFARS clause 252.227-7038(k), if applicable.

c. You must include the clause at DFARS 252.227-7039 in all subcontracts with small businesses and non profit organizations, regardless of tier, for experimental, developmental, or research work.

d. You must account for the interim and final invention reports submitted by your subcontractor(s). Your invention reports must contain a copy of each of your subcontractor's invention reports.

(End of Clause)

G-03

SUBMISSION OF PAYMENT REQUESTS USING WIDE AREA WORK FLOW (WAWF)

(DEC 2007)

a. Requirement for Electronic Payment Requests by WAWF.

1. You must submit all payment requests electronically in accordance with FAR Part 32. As prescribed in DFARS 252.232-7003, Electronic Submission of Payment Requests, you must submit all payment requests in electronic form unless one of the exceptions in the DFARS clause applies. We will not process paper copies for payment.

2. To facilitate electronic submission, you must submit all payment requests through the Wide Area Work Flow-Receipt and Acceptance (WAWF-RA) System at https://wawf.eb.mil using the appropriate Service Acceptor's DoDAAC (for example MDA's (NCR) is HQ0006). When using WAWF-RA, you must inform the Contracting Officer's Representative (COR) or designee via e-mail that you submitted a WAWF document for approval.

3. In accordance with Appendix F of the DFARS, at the time of each delivery of supplies or services under this contract, you must prepare and furnish to the Government the WAWF-RA electronic form in lieu of a paper copy Material Inspection and Receiving Report (MIRR), DD Form 250.

4. When requesting final payment, you must establish compliance with all terms of the contract by submitting a Final Receiving Report through WAWF-RA, or Letter of Transmittal, as applicable.

5. You may obtain training on WAWF via the Training Links located on the Internet at https://wawf.eb.mil under “About WAWF”.

b. Direct questions regarding the use of the WAWF system to the WAWF Help Desk:

DISA WESTHEM

Area Command Ogden

Customer Service Center

CONUS ONLY: 1-866-618-5988

COMMERCIAL: 801-605-7095

DSN: 338-7095

FAX COMMERCIAL: 801-605-7453

FAX DSN: 388-7453

cscassig@ogden.disa.mil

G-04

FUNDING AVAILABLE FOR THIS CONTRACT (DEC 2007)

The total amount of funds presently available for payment and allotted to this contract including all items and fee payable will be shown on task orders that obligate funding. The task orders will also have the estimated period of performance these funds cover (FAR 52.232-22, “Limitation of Funds”).

(End of Clause)

G-05

PAYMENT PROCEDURES FOR MULTIPLE ACCOUNTING CLASSIFICATION CITATIONS (DEC 2007)

a.

We may fund CLIN(s) 0001 through 0008, and associated Option CLIN(s), from multiple accounting classifications.

b.

You must segregate costs incurred under this contract at the level of performance, either task or subtask, or CLIN or SUBCLIN, rather than on a total contract basis, and to submit vouchers reflecting costs incurred at that level. Vouchers must contain summaries of work charged during the period covered, as well as overall cumulative summaries for all work invoiced to date, by line item, subline item, task or subtask. Segregate delivery orders by individual order. Task orders may be incrementally funded. Payment on subCLINs must be made using the oldest funds first.

c. The Defense Finance and Accounting Service (DFAS) shall make payments from those Accounting Classification Record Numbers (ACRNs) assigned each CLIN as noted on any task orders or modifications under the Accounting and Appropriation Data.

(End of Clause)

G-06

PAYMENT OF FIXED FEE (ORDERING – LEVEL OF EFFORT) (DEC 2007)

a.

We will pay you under Federal Acquisition Regulation (FAR) 52.216-7, “Allowable Cost and Payment.” To receive payment, you must:

1.

Invoice your fee separately.

2. Provide a fee payment schedule based on the period of performance and value of task order.

2.

Submit your invoice to the Contracting Officer's Representative to verify the percentage of dollars expended during the billing period.

3.

Include in your invoice:

· The cumulative percentage of labor performed and the cumulative percentage of fee invoice.

· The cumulative percentage of work performed and the cumulative percentage of fee invoiced.

b.

We will pay your fee commensurate with the percentage of cost incurred, subject to the allowable costs as stated in the contract and other provisions of FAR 52.216-8, “Fixed Fee.”

c.

In no case may the cumulative amount of the fee in your invoice, when expressed as a percentage of the total fixed fee for the applicable CLIN, exceed the cumulative percentage allowable costs incurred for that CLIN (as verified by the MDA COR) at the end of the billing period.

(End of Clause)

G-07

SEGREGATION OF COSTS (DEC 2007)

Your vouchers for CLIN(s) 0001, 0003, 0005, 0007, and their respective Option CLINs, must contain:

a.

Actual hours and costs by cost element. Cost elements must be at the lowest level of identification/discrimination consistent with your cost accounting system; and, b.

Overall cumulative summaries of all work vouchered to date.

(Contracting Officer insert the required information)

(End of Clause)

G-09 ACCOUNTING AND APPROPRIATION DATA (DEC 2007) (tailored)

DFAS will pay you using the information on the task order/modification. The information should be presented in the following format:

CLIN 0001:

ACRN:

AA

ACCT CLASS:

TBD

AMOUNT:

$TBD

TOTAL ACRN:

$TBD

(End of Clause)

G-10 NOTICE OF THE GOVERNMENT’S USE OF OUTSIDE CONTRACTORS TO REVIEW SUBMITTED INVOICES, PAYMENT REQUESTS, AND MATERIAL INSPECTION AND RECEIVING REPORTS (JAN 2008)

a. The Government will utilize support contractors to assist the Government in the review and evaluation of your invoices, payment requests, material inspection and receiving reports, and similar requests for payment or evidence of delivery. These support contractors assist Government officials in reviewing and reconciling invoices, payment records, and the Government’s financial and budgetary records, and in facilitating the timely payment of submitted invoices. We will provide these support contractors access to these and other records which may contain your proprietary information, to include awarded contracts.

b. The support contractors are prohibited from obtaining proprietary information to which their employees will have access in the performance of their responsibilities, and are required to promptly notify the contracting officer of any breach of their employees’ non-disclosure obligations. Each of the contractor employees has also been required to execute a non-disclosure agreement which acknowledges their responsibilities to only use proprietary information in performance of the above tasks and for no other reason; that they will not share proprietary information with their employers; that they will not use such information for personal or other benefit; and that they will promptly notify their employers of any breaches of their responsibilities.

(End of Clause)

G-11 OPERATIONS AND MAINTENANCE (O&M) FUNDING

We anticipate a future change in the type of funding available for service contracting. Therefore, O&M funding may be used in lieu of, or in addition to, Research Development, Testing & Evaluation (RDT&E) funding.

(End of Clause)

Section H - Special Contract Requirements

CLAUSES INCORPORATED BY FULL TEXT

H-01 Definitions (DEC 2007)

We means Missile Defense Agency/Government and you means the contractor in Sections C, D, E, F, G, and H.

(End of Clause)

H-05 AUTHORIZED TRAVEL AND TRAVEL COSTS AS SPECIFIED UNDER A TRAVEL

CLIN (DEC 2007)

a. Travel. The Procuring Contracting Officer (PCO), or a designated official must approve your directly billed travel in advance using MDA Form 110.

b. We will reimburse travel costs pursuant to the guidance in Federal Acquisition Regulation (FAR) 31.205-46. We will address travel costs not specifically covered at FAR 31.205-46 on a case-by-case basis. We will not pay profit or fee on travel costs.

c. Extended Commuting Travel.

1. Definition: Extended Commuting Travel – means travel that occurs while performing this contract and where individuals travel back and forth from their normal workplace or city of employment to another location or locations over a 30 day (or longer) period.

2. The COR and the PCO must approve extended commuting costs in advance using MDA Form 110. We will grant approval only after our review and acceptance of your documentation showing that extended commuting travel is the most effective means of fulfilling our requirements – cost and other factors considered. When appropriate, we may approve extended commuting travel for up to 90 days at a time.

(End of Clause)

H-06

INSURANCE YOU MUST MAINTAIN (DEC 2007)

You must maintain at least these types of insurance and minimum coverage amounts (see FAR Part 28.307-2):

Types of Insurance

Minimum Amount

Workmen's Compensation and all occupational disease As required by State law

Employer's Liability including all occupational disease $100,000 per accident if not covered by Workmen's Compensation above

General Liability (Comprehensive) Bodily Injury

$500,000 per occurrence

Automobile Liability (Comprehensive)

Bodily Injury per person

$200,000

Bodily Injury per accident

$500,000

Property Damage per accident

$ 20,000

H-07

RELEASING INFORMATION TO THE PUBLIC (DEC 2007)

a. Before public release, you must clear all information as shown in the “National Industrial Security Program Operations Manual” (DoD 5220.22-M). At a minimum, these materials may be technical papers, presentations, articles for publication and speeches or mass media material, such as press releases, photographs, fact sheets, advertising, posters, compact discs, videos.

b.

The policies and procedures outlined here apply to information submitted by you, the contractor, and your subcontractors for approval for public release.

c.

You must submit all materials that relate to the work you and your subcontractors perform under this contract to MDA for review and approval before you or your subcontractors release them to the public.

d.

The MDA review and approval process for contractors working under an MDA contract starts with the contracting officer’s representative (COR) and the contracting officer (who signed the contract on the cover sheet for contract award, or designated replacement).

e.

The procedures are as follows:

1.

Request a copy of MDA form “Clearance Request For Public Release of Information” (.pdf format) or any superseding form from the MDA COR or contracting officer (when COR is external to MDA NCR Headquarters).

2.

Complete Blocks 1, 2, 3 and 6 of the Clearance Request form (or comply with the instructions of any superseding form) and submit it with materials to be cleared to the COR (see paragraph j. below). If the information was previously cleared, provide the Public Release Case Number if available and a copy of the previous document highlighting the updated information.

3.

The COR may affirm “public releaseability” by signing the Statement of Certification in Block 7 of the Clearance Request.

4.

The COR will forward the Clearance Request with the materials to be cleared to the MDA designated point of contact for Block 8 approval and submission of the package to the MDA Director of Public Affairs (MDA/PA).

5.

The MDA COR or contracting officer (when COR is external to MDA NCR Headquarters) will notify you of the agency’s final decision on the request.

f.

Submit the following to the COR at least 60 calendar days in advance of the proposed release date:

1.

Seven (7) copies of each item.

2.

A written statement, including:

(a) To whom the material is to be released

(b) Desired date for public release

(c) Statement that the material has been reviewed and approved by officials of the contractor or subcontractor for public release, and

(d) The contract number.

g.

The items submitted must be complete. Photographs must have captions.

h.

We will not accept or clear outlines, rough drafts, marked-up copy (with handwritten notes), incorrect distribution statements, FOUO information, export controlled or International Traffic in Arms Regulation information.

i.

You may submit abstracts or abbreviated materials if your intent is to determine the feasibility of going further in preparing a complete paper for clearance. However, clearance of abstracts or abbreviated materials does not satisfy the requirement for clearance of the entire paper.

j.

MDA/PA is responsible for coordinating the public release review. MDA/PA will work directly with the COR if there are questions or concerns about submissions. MDA/PA will not work with contractors who have not gone through their COR.

k.

Once information has been cleared for public release, it is in the public domain and must always be used in its originally cleared context and format. You must re-submit information previously cleared for public release but containing new, modified or further developed information, following the steps outlined in this clause.

l. Due to time and screening constraints, we recommend you forward all “public release” packages submitted to MDA by a commercial overnight delivery service to the address provided by the COR or contracting officer.

(End of Clause)

H-08

ORGANIZATIONAL CONFLICTS OF INTEREST (OCI) (JAN 2008)

a. Who must comply.

(1) You must ensure that your employees, affiliates, or successors in interest comply with this clause.

(2) You must ensure that individual employees sign a nondisclosure agreement if they have access to proprietary information and non-public government information. Their agreements must prohibit them from disclosing proprietary information and non-public government information to others or using it for their benefit while employed in support of this contract or afterwards. Keep these agreements on file and provide them to the contracting officer if requested.

(3) You must include this clause, suitably modified to identify the parties, in all consulting agreements and subcontracts, regardless of tier.

b. Don’t let your interests impair your objectivity and judgment on this contract. Your interests may be financial, contractual, organizational, or otherwise--current or planned.

(1) Don’t participate in other contracts, subcontracts, or related proposals (solicited or unsolicited) that stem directly from your work under this contract without notice to and OCI clearance from the cognizant Government Contracting Officers.

(2) Don’t perform services under this contract on any of your own products or services, or the products or services of another firm, if you are or have been substantially involved in developing or marketing them (exception: written permission from the Contracting Officer).

(3) Don't evaluate services you or your subcontractors perform under other government contracts. Don't evaluate products developed by you or your subcontractors under such contracts.

(4) Don’t participate in competitive acquisitions if you prepare (directly or indirectly) most or all of that acquisition’s requirements. Some examples: a statement of work (SOW), statement of objectives (SOO), or other technical specifications, solutions, or functions. (This restriction doesn’t apply to follow-on contracts.)

c. Don’t take unfair competitive advantage from knowing non-public government information.

(1) This contract may give you information that hasn’t been released officially or otherwise made available to the public. Some examples: plans, resources, policies, reports, studies, financial data, procurement requirements, acquisition strategies and other procurement sensitive information. Don’t release the information or use it for any private purpose.

(2) Before competing for work based on the information or submitting an unsolicited proposal to the government based on the information, you must wait until the information is released officially or otherwise made available to the public--whichever comes first.

d. Don’t take unfair competitive advantage from knowing proprietary information.

(1) "Proprietary information," as used in this clause, means trade secrets, or commercial or financial information that MDA receives from a person or organization outside the Government with the understanding that the information will be retained on a privileged or confidential basis in accordance with the customary handling of such information. Information furnished voluntarily by the owner without limitations on its use, or which is available without restrictions from other sources, is not proprietary.

(2) This contract may give you proprietary information belonging to others. You must:

(a) Follow the restrictions on the proprietary information.

(b) Agree in writing that your company will protect the proprietary information of others from unauthorized use or disclosure.

(c) Educate your employees about the provisions of FAR 9.505-4, so that they protect proprietary 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.

e.

Disclosing conflicts of interest.

(1) Before award, disclose to the Contracting Officer all relevant facts about organizational conflicts of interest or the potential for one as the term is defined in FAR 2.101. Do so for each MDA, Ballistic Missile Defense (BMD), and BMD-related contract or subcontract. (Use the OCI Analysis/Disclosure Form, available from the Contracting Officer.)

(2) After award, if you discover an organizational conflict of interest or potential for one, disclose it promptly and fully in writing to the Contracting Officer. Describe completed or proposed actions to avoid or mitigate the conflict. You may use the OCI Analysis/Disclosure Form. You must wait for written concurrence from the Contracting Office before proceeding with the action you assert will avoid or mitigate the potential conflicts.

(3) Before contract modification, if the contract will be changed to add new work or extend the period of performance, the Contracting Officer may request--and you must submit--either a new organizational conflict of interest disclosure or update a previous one. You may use the OCI Analysis/Disclosure Form.

f.

Government remedies.

(1) If you breach any of the above restrictions or either misrepresent or don’t disclose relevant facts concerning this contract, the government may:

(a) Terminate your contract for default;

(b) Disqualify you from later related contractual efforts; and,

(c) Pursue other remedies permitted by law or this contract.

(2) If, in compliance with this clause, you discover and promptly report an organizational conflict of interest or potential for one after contract award, our Contracting Officer may terminate this contract for convenience if the termination is in the government’s interest.

g.

Waivers. The obligations of this clause may last beyond the expiration of this contract. Therefore, in accordance with FAR 9.503, at any time you may request a waiver from the Director, MDA, via the Contracting Officer, from the provisions of this clause. Fully describe the waiver and your reasons.

h.

Indemnification of Government. You agree to hold us harmless and indemnify us as to any cost or loss resulting from the unauthorized use or disclosure of third party proprietary information by you, your employees, or subcontractors.

(End of Clause)

H-11 CONTROLLING ACCESS TO MDA SPACES AND INFORMATION SYSTEMS FOR EMPLOYEES WHO LEAVE THE PROJECT (DEC 2007) a.

If a prime or subcontractor employee included on the MDA Visit Authorization Request/Letter stops working on this contract for longer than four weeks, you must:

1.

Notify the Contracting Officer Representative in writing within five working days before the planned service stoppage or within one working day after unplanned work stoppage; and, 2.

Identify the reason for and date of termination or expected period of suspension.

b.

Upon notification, the Contracting Officer Representative will tell the Technical Area Security Officer (TASO)/Office Security Manager (OSM) and Trusted Agent (TA) to:

1.

Remove the employee from the current Visit Authorization Request/Letter;

2.

Cancel the MDA badge, keycard, terminate the Common Access Card record in RAPIDS/DEERS (if issued), and Pentagon Pass issued through the Visit Authorization Request/Letter; and, 3.

End MDA LAN account/access privileges.

(End of Clause)

H-12

PERSONNEL QUALIFICATION REQUIREMENTS FOR REPLACING KEY STAFF (DEC 2007)

a.

You must promptly notify our Contracting Officer’s Representative before you make any changes in key staff. If you are replacing key staff, you must make sure that:

1.

The replacement person’s qualifications are equal to or better than the qualifications of the person being replaced; or, 2.

The added person’s qualifications are equal to or better than the core capabilities required under this contract. Key staff positions are defined as: [TBD].

b.

Your notifications must provide the name and departure date for the incumbent leaving, a complete resume for the proposed substitute, and any other pertinent information our Contracting Officer requests.

c.

We must be given the opportunity to review the proposed substitution regarding qualifications, security matters or any other concerns that could, in our opinion, affect performance under this contract.

d. This clause does not, in any way, limit your authority to hire or assign personnel as you see fit, or your responsibility to fill key positions with qualified personnel.

(End of Clause)

H-13

CONTRACTOR ACCESS TO PLANNING, PROGRAMMING, BUDGETING AND EXECUTION (PPBE) DATA

a. You will be required to receive, review, analyze, and prepare (hereinafter shall be referred to as "process") reports/data which contain Government Planning, Programming, Budgeting, and Execution (PPBE) data. We will release PPBE data to you only after you comply with this clause and the provisions of MDA Directive 7045.01, “Contractor Access to Planning, Programming, Budgeting, and Execution (PPBE) Data”.

b. You must provide the following information to the Contracting Officer within fifteen (15) days from the date of this contract:

1. Affiliates (parent company, subsidiaries, joint ventures, and partnerships, etc.):

(a) Company's name and complete address;

(b) Affiliation; and

(c) Nature of the company's business.

2. Agents, consultants, and subcontractors related to this contract:

(a) Company's name and complete address;

(b) Relationship; and

(c) Nature of the company's business.

You must immediately notify the contracting officer in writing in the event of any changes in b.1. or b.2. above throughout the performance of this contract.

c. You are responsible for informing your employees (hereafter includes persons employed by you as an agent, consultant, or subcontractor) of the provisions of this clause, training them and providing original MDA PPBE certifications “PPBE Non-Disclosure Agreements “(MDA Form 99) for each employee to the Contracting Officer within fifteen (15) days after contract award.

d. You must immediately notify the Contracting Officer in writing of any changes in your employees with access to PPBE data, such as departures, new employees, or employees who no longer need access to such data under this contract.

e. If you anticipate processing PPBE data in a Government facility on Contractor-owned equipment, prior written approval from the Contracting Officer is required. After approval by the Contracting Officer, the request must be endorsed by the appropriate MDA office before bringing your equipment into the facility:

f. You must submit a written plan to the Contracting Officer outlining the procedures for maintaining and safeguarding PPBE data at your facility prior to processing PPBE data outside of a Government facility or removal of PPBE data from a Government facility,. Your plan must meet the general requirements identified in MDA Directive 7045.01 and be approved in writing by the Contracting Officer. If your agent, consultant, or subcontractor requires the processing of PPBE data at its facility, they also must submit a separate facility plan through you for approval by the Contracting Officer.

g. You must contact the Contracting Officer for disposal instructions for all PPBE data in your possession.

(End of Clause)

H-14

ADJUSTMENT TO LEVEL OF EFFORT (DEC 2007)

Based on mission needs and operations tempo, performance under this contract could result in changes to the original estimated level of effort hours or man-year equivalent requirements. To the extent that the effort is within the scope of the existing contract and remains consistent with the labor categories identified in the contract, you agree to increases of up to TBD on task order level % of the original contracted hours. If you believe that any adjustment to the level of effort justifies an equitable adjustment, you must submit a request to the contracting officer within 30 days from receipt of the written order.

(End of Clause)

H-15

WHERE YOU MAY PERFORM THE WORK (DEC 2007)

a. Work performed at the National Capital Region Government sites may be on-site or off-site. On-site work will be at our Headquarters, currently at FOB2, Arlington, VA, the Suffolk building, Falls Church, VA, or Sequoia Buildings, Arlington, VA or future Headquarters at Ft Belvior, VA. We will provide workstations and necessary equipment and office supplies at these on-site locations. A representative with the authority to make decisions for your company must be available.

b. Work performed in Huntsville, AL, Colorado Springs, CO, Albuquerque NM, Los Angeles CA, Ft. Greeley AK, Dahlgren VA, and Boston MA can be both on-site and off-site. We will provide workstations and necessary equipment and office supplies for on-site personnel.

c. MDA may have business interested in locations other than those listed here. Any proposed place of performance outside the locations listed above and in the Annexes, must be explained and justified.

(End of Clause)

H-16

SENSITIVE INFORMATION TECHNOLOGY WORK (DEC 2007)

a. Your personnel who perform work on sensitive Information Technology (IT) systems must be assigned to positions that are designated at one of three sensitivity levels (IT-I, IT-II or IT-III). (See DOD 5200.2-R, DOD Personnel Security Program).

b. These designations equate to Critical Sensitive, Non-Critical Sensitive, and Non-Sensitive.

c. You must perform the required investigation before you assign individuals to sensitive duties associated with the position.

d. Working on-site in any MDA Facility requires a minimum Sensitivity of IT-II. The following investigations are required:

1.

IT-I designated positions require a Single Scope Background Investigation (SSBI).

2.

IT-II designated positions require a National Agency Check with Law and Credit (NACLC).

3.

IT-III positions associated with MDA are found only at your facilities. See below for the requirement.

e. For IT-III positions at your facility, you must forward their employee information (completed SF 85P, Questionnaire for Positions of Public Trust), and two (2) DD Forms 258 (Fingerprint cards) either electronically or on magnetic media to: Organizational Security Division (MDS/SISO); ATTN: Personnel Security, 7100 Defense Pentagon, Washington, DC 20301-7100.

f. We retain the right to request removal of your personnel, regardless of prior clearance or adjudication status, whose actions, while assigned to this contract, clearly conflict with the interests of the Government. The Contracting Officer will fully document the reason for removal. When and if such removal occurs, you must assign qualified personnel to fill any vacancy(ies) thus created within 30 working days.

(End of Clause)

H-17

SMALL BUSINESS PARTICIPATION REPORTING REQUIREMENT (DEC 2007)

a. In addition to the reporting requirements of FAR 52.219-9 (j), Small Business Subcontracting Plan, when you submit a copy of the required SF Form 294 and the SF Form 295 to the cognizant Administrative Contracting Office, you must also submit a copy to:

Director, Office of Small Business Programs

Missile Defense Agency

106 Wynn Drive Room 1A2001

Huntsville, AL 35805 HYPERLINK "http://www.mda.mil/smallbusiness"

(End of Clause)

H-18

CONTRACTOR EMPLOYEE OUT-PROCESSING (DEC 2007)

a. Before one of your on-site employees departs, he or she must complete an out-processing checklist for MDA on-site contractor employees as required by MDA Directive Number 5000.01, “Security Policies,” and return the completed checklist, with all required signatures, to the Contracting Officer’s Representative (COR).

b. The COR will provide the completed form to the Contracting Officer to keep in the official contract file.

(End of Clause)

H-19 Acquisition Ombudsman (DEC 2007)

The MDA Acquisition Ombudsman is Dr. Patricia Sanders, Executive Director of the Agency. Government and contractor personnel may directly contact Dr.