HQ0034-10-R-0046 - 02 AUG.pdf

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RATING PAGE OF PAGES

7. ISSUED BY

(Date)

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

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

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

1 95

(If other than Item 7) HQ0034

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.

HQ0034 8. ADDRESS OFFER TO

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)

PATRICIA WATSON (703) 696-4099

11. TABLE OF CONTENTS

SOLICITATION/ CONTRACT FORM

SUPPLIES OR SERVICES AND PRICES/ COSTS

2 - 10

X I CONTRACT CLAUSES

DESCRIPTION/ SPECS./ WORK STATEMENT X

PACKAGING AND MARKING

J LIST OF ATTACHMENTS

INSPECTION AND ACCEPTANCE

DELIVERIES OR PERFORMANCE

14 X K REPRESENTATIONS, CERTIFICATIONS AND

OTHER STATEMENTS OF OFFERORS

CONTRACT ADMINISTRATION DATA 15 - 27 X

SPECIAL CONTRACT REQUIREMENTS

OFFER (Must be fully completed by offeror) 28 - 43 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

44 - 62

PART II - CONTRACT CLAUSES

WHS ACQUISITION DIRECTORATE

1155 DEFENSE PENTAGON

WASHINGTON DC 20301-1155

WHS ACQUISITION DIRECTORATE

1777 NORTH KENT ST

SUITE 12063

ARLINGTON VA 22209-2133

FAX:

TEL:

FAX:

TEL:

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

SOLICITATION

6. REQUISITION/PURCHASE NO.5. DATE ISSUED

02 Aug 2010

4. TYPE OF SOLICITATION

SEALED BID (IFB)

NEGOTIATED (RFP)

[ X ]

3. SOLICITATION NO.

HQ0034-10-R-0046

Section B - Supplies or Services and Prices

PRICING

B.1 GENERAL

This is a Multiple Award, Indefinite Delivery, Indefinite Quantity (MA/IDIQ) contract to provide information technology solutions through performance of a broad range of services which include the integration of various types of support critical to the services being acquired.

The Contractor shall provide labor, hardware/software, and other equipment and materials required to provide a wide range of net-centric integrated IT support, services, and supplies for customers and organizations to support IT systems and customers in the OSD community.

Hereafter, this MA/IDIQ will be referred to as the “Basic Contract” while task orders issued under the Basic Contract will be referred to as “Order(s)”.

B.2 MAXIMUM CONTRACT CEILING AND MINIMUM CONTRACT GUARANTEE

The total maximum quantity of all supplies and services under the Basic Contract (for all awardees combined) shall not exceed $495 million including all options. The total minimum guaranteed by the Government is $2,500 for each awardee. The minimum applies only to the base period. There is no minimum guarantee for the option periods.

The following is an example of the CLIN structure that will be used for the Basic Contract (please note: the base period is for 24-months; option periods are for 12-months):

Base Period (24-Months) CLIN Supplies/Services Maximum Amount 0001 Fixed Price Orders $158,400,000 0002 Cost-reimbursement (CPFF) Orders $29,700,000 0003 Other Direct Costs (ODCs) excluding travel $8,900,000 0004 Travel outside the National Capital Region (NCR) $1,000,000 Option Period 1 (12-Months) CLIN Supplies/Services Maximum Amount 1001 Fixed Price Orders $79,200,000 1002 Cost-reimbursement (CPFF) Orders $14,850,000 1003 Other Direct Costs (ODCs) excluding travel $4,450,000 1004 Travel outside the NCR $500,000 Option Period 2 (12-Months) CLIN Supplies/Services Maximum Amount 2001 Fixed Price Orders $79,200,000 2002 Cost-reimbursement (CPFF) Orders $14,850,000 2003 Other Direct Costs (ODCs) excluding travel $4,450,000 2004 Travel outside the NCR $500,000 Option Period 3 (12-Months) CLIN Supplies/Services Maximum Amount 3001 Fixed Price Orders $79,200,000 3002 Cost-reimbursement (CPFF) Orders $14,850,000 3003 Other Direct Costs (ODCs) excluding travel $4,450,000 3004 Travel outside the NCR $500,000

B.3 CEILING RATES/FEES – APPLICABLE TO ALL TASK ORDERS

(a) Refer to Attachment B-1 in Section J.

(b) The fully-burdened labor rates in Attachment B-1 shall remain fixed throughout the life of the contract, including options, and will serve as the basis of negotiating/awarding firm fixed price and fixed price level-of-effort type task orders applicable to CLIN X001.

(c) The fixed fee in Attachment B-1 shall remain fixed throughout the life of the contract, including all options, and will serve as the basis of negotiating/awarding cost plus fixed fee (CPFF) type task orders applicable to CLIN x002. Contractor compliance with the maximum fee rate is applicable at the time of task order award and is based on the ratio of fixed fee to the estimated cost. A proposed fee that is higher than the maximum fee rate shall render the contractor’s proposal unacceptable. Fee becomes a fixed dollar amount at the time of task order award and is subject to the provisions of the Level of Effort clause of the contract. The maximum fee rate shall flow down to all subcontractors/consultants included as part of your (the Prime) proposal. The maximum fee rate is not applicable to actual performance of the task order.

(d) The mark-up rates in Attachment B-1 shall remain fixed throughout the life of the contract, including options, for all orders, which are applicable to CLINs x003 and x004

(e) The maximum pass-through mark-up rate in Attachment B-1 that may be charged against any non-ODC

CLIN where labor is proposed shall remain fixed throughout the life of the contract, including all options.

(1) The Prime Contractor may not apply any additional fees or burdens on the elements of pass through.

(2) Other than the elements of pass-through, no additional costs, charges, indirect rates (such as overhead or G&A) or fees may be proposed or applied to subcontract costs.

(3) For purposes of the maximum pass-through, any effort provided by a division, subsidiary or any other entity of the prime contractor shall not be considered subcontracted effort and all fee/profit must be provided at the prime level subject to the limitations specified in the contract.

(4) For purposes of calculating the pass-through rate, the pass through rate is defined as the cumulative amount of the two elements listed below divided by the price paid to the subcontractor or the vendor:

• any and all indirect costs including, but not limited to, program management, subcontract management, invoice processing, Quality Assurance, overhead, material handling charges, G&A, burdens and mark-ups; and

• any and all prime contractor profit or fee* (*for purposes of this contract, “fee” means “fixed fee” in cost-plus-fixed-fee type task orders.)

(f) No fee is allowed on Other Direct Costs. Indirect cost elements such as G&A and material handling, not to exceed the specified rate, may be applied but may not include fee.

B.4 ORDER TYPE PREFERENCE

The types of orders authorized under this contract are as follows:

(1) Firm-fixed-price

(2) Firm-fixed-price, level-of-effort term

(3) Cost-reimbursement (Cost-plus-fixed-fee)

B.5 ORDER PRICING (ALL ORDER TYPES)

B.5.1 Fixed Price

The Contracting Officer must determine fair and reasonable pricing for all Fixed-Price orders in accordance with FAR 15.4, Pricing, and FAR 16.2, Fixed-Price Contracts.

B.5.2 Cost Reimbursement (CPFF)

The Contracting Officer must determine fair and reasonable pricing, analyze and negotiate profit for all Cost- Reimbursement Orders, in accordance with FAR 15.4, Pricing, and FAR 16.3, Cost-Reimbursement Contracts.

Contractors are required to have an adequate cost accounting system for Cost Reimbursable type Orders in accordance with FAR 16.301-3(a) (1). Contractors will be required to submit a cost proposal with supporting information for each cost element, including, but not limited to, Direct Labor, Fringe Benefits, Overhead, General and Administrative (G&A) expenses, Facilities Capital Cost of Money, Other Direct Costs, and Profit consistent with their cost accounting system, provisional billing rates, and forward pricing rate agreements.

The Government will reimburse the Contractor for all reasonable, allowable, and allocable costs in accordance with FAR 31, Contract Cost Principles and Procedures.

B.5.3 Travel Pricing (ALL ORDER TYPES)

Travel will be reimbursed at actual cost in accordance with the limitations set forth in FAR 31.205-46. Profit shall not be applied to travel costs. Contractors may apply indirect costs to travel, not to exceed the specified rate, in accordance with the Contractor’s usual accounting practices consistent with FAR 31.2. The Contracting Officer will identify a not-to-exceed travel ceiling under a separate CLIN on the Order.

B.6 LABOR SUBJECT TO THE DAVIS BACON ACT

The Basic Contract does not include all applicable flow-down clauses for labor categories subject to the Davis Bacon Act. Each Order must be tailored to include the appropriate clauses.

B.7 SERVICE CONTRACT ACT (SCA)

a. The Basic Contract’s labor categories are considered bona-fide executive, administrative, professional labor and generally exempt from the Service Contract Act.

b. To the extent that any labor is subject to the SCA and within scope of an Order and the Basic Contract, the

Contracting Officer will identify such work under a separate CLIN on the Order and apply wages in accordance with FAR 22.10, Service Contract Act Wage Determinations.

c. The Basic Contract does not include all applicable flow-down clauses for labor categories subject to the

Service Contract Act. Each Order will be tailored to include the appropriate clauses.

B.8 LABOR OUTSIDE THE CONTINENTAL UNITED STATES (OCONUS)

It is anticipated that there may be limited Orders for work OCONUS. The U.S. Department of State’s Bureau of Administration, Office of Allowances, (http://www.state.gov/m/a/als/), publishes quarterly report indexes of living costs abroad, per-diem rate maximums, quarter’s allowances, hardship differentials, and danger pay allowances for Contractors to follow when proposing on OCONUS efforts. No allowances, other than those listed by the U. S.

Department of State, shall be allowed on Orders.

ITEM NO SUPPLIES/SERVICES QUANTITY UNIT UNIT PRICE AMOUNT

0001 1 Lump Sum Fixed Price

FFP

Orders under this CLIN will be Firm Fixed Price or Fixed Price LOE (Level of Effort)

Maximum Amount: $158,400,000

NET AMT

0002 Lump

Sum

Cost Reimbursement

CPFF

Orders under this CLIN will be Cost Plus Fixed Fee

Maximum Amount: $29,700,000

ESTIMATED COST

FIXED FEE

TOTAL EST COST + FEE

0003 Lump

Other Direct Cost (ODC)

COST

Maximum Amount: $8,900,000

0004 Lump

Travel

Travel for this contract must be in accordance with FAR 31.205-46, “Travel costs.” Any travel outside of this regulation may be at the contractor's expense.

All costs associated with this line item must be approved by the Contracting Officer before costs are incurred. Maximum Amount: $1,000,000

1001 1 Lump Sum OPTION Fixed Price

FFP

Orders under this CLIN will be Firm Fixed Price or Fixed Price LOE (Level of

Maximum Amount: $79,200,000

1002 Lump

OPTION Cost Reimbursement

Maximum Amount: $14,850,000

1003 Lump

OPTION Other Direct Cost (ODC)

Maximum Amount: $4,450,000

1004 Lump

OPTION Travel

Travel for this contract must be in accordance with FAR 31.205-46, “Travel costs.” Any travel outside of this regulation may be at the contractor's expense.

Officer before costs are incurred. Maximum Amount: $500,000

2001 1 Lump Sum OPTION Fixed Price

FFP

Orders under this CLIN will be Firm Fixed Price or Fixed Price LOE (Level of

2002 Lump

2003 Lump

2004 Lump

Travel for this contract must be in accordance with FAR 31.205-46, “Travel costs.” Any travel outside of this regulation may be at the contractor's expense.

3001 1 Lump Sum OPTION Fixed Price

FFP

Orders under this CLIN will be Firm Fixed Price or Fixed Price LOE (Level of

3002 Lump

3003 Lump

3004 Lump

Travel for this contract must be in accordance with FAR 31.205-46, “Travel costs.” Any travel outside of this regulation may be at the contractor's expense.

Section C - Descriptions and Specifications

STATEMENT OF OBJECTIVES

C.1 STATEMENT OF OBJECTIVES

Refer to Attachment C-1 Statement of Objectives. All attachments can be found in Section J of this solicitation.

Section D - Packaging and Marking

REQUIREMENTS

D.1 PRESERVATION, PACKAGING, PACKING, AND MARKING

Preservation, packaging, packing and marking of all deliverables must conform to normal commercial packing standards to assure safe delivery at destination.

D.2 UNCLASSIFIED AND CLASSIFIED MARKING

Unclassified data shall be prepared for shipment in accordance with requirements set forth in the Order, or if none is specified, pursuant to industry standards. Classified reports, data, and documentation shall be prepared for shipment in accordance with requirements set forth in the Order, or if none is specified, pursuant to the National Industrial Security Program Operating Manual (NISPOM), DOD 5220.22-M.

D.3 SOFTWARE AND MAGNETIC MEDIA MARKING

Packages containing software or other magnetic media shall be marked in accordance with requirements set forth in the Order, or if none is specified, shall be marked on external containers with a notice reading substantially as follows: “CAUTION: SOFTWARE/ MAGNETIC MEDIA ENCLOSED. DO NOT EXPOSE TO HEAT OR

MAGNETIC FIELDS”.

D.4 MARKING OF REPORTS

All reports delivered by the Contractor to the Government under this contract shall prominently show on the cover of the report: *

(1) name and business address of the Contractor

(2) contract number

(3) task order number

(4) sponsor

*To be completed at the Task Order level, when applicable.

(END OF SECTION D)

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 2001 Destination Government Destination Government 2002 Destination Government Destination Government 2003 Destination Government Destination Government 2004 Destination Government Destination Government 3001 Destination Government Destination Government 3002 Destination Government Destination Government 3003 Destination Government Destination Government 3004 Destination Government Destination Government

CLAUSES INCORPORATED BY REFERENCE

52.246-2 Inspection Of Supplies--Fixed Price AUG 1996 52.246-3 Inspection Of Supplies Cost-Reimbursement MAY 2001 52.246-4 Inspection Of Services--Fixed Price AUG 1996 52.246-5 Inspection Of Services Cost-Reimbursement APR 1984 52.246-16 Responsibility For Supplies APR 1984

Section F - Deliveries or Performance

F.1 ORDERING PERIOD OF BASIC CONTRACT

The base ordering period is two (2) years, with three (3) one-year option periods.

Period Duration Base 24 months, commencing at award Option 1 12 months Option 2 12 months Option 3 12 months

F.2 TASK ORDER PERIOD OF PERFORMANCE

The term for each Order placed under the Basic Contract shall be specified in the individual Order. Under no circumstances may an Order be placed under the Basic Contract if the Basic Contract has expired, or has been terminated or cancelled by the Government. No Orders may exceed five (5) years, inclusive of options, from the date that the Order is placed; however, refer to FAR 52.216-22. An order placed before expiration or termination of the Basic Contract may, unless otherwise terminated by the Government, be completed after termination or expiration of the Basic Contract under the terms and conditions of the Basic Contract and the order.

F.3 PLACE OF PERFORMANCE

The place of performance and/or delivery requirements will be specified in each individual Order.

F.4 DELIVERABLES

Individual Task Orders will specify the deliverables, the frequency and specific delivery date. However, the Government reserves the right to request deliverable(s) under the Basic Contract from each ID/IQ holder if necessary.

CLAUSES INCORPORATED BY REFERENCE

52.211-17 Delivery of Excess Quantities SEP 1989 52.242-15 Alt I Stop-Work Order (Aug 1989) - Alternate I APR 1984 52.242-17 Government Delay Of Work APR 1984 52.247-34 F.O.B. Destination NOV 1991 52.247-55 F.O.B. Point For Delivery Of Government-Furnished

Property

JUN 2003

Section G - Contract Administration Data

G.1 ORDERING (INDEFINITE DELIVERY TYPE CONTRACTS)

This section provides guidance regarding contract administration for the Basic Contract, and where applicable, for each Order placed under the Basic Contract. Additional contract administration requirements may be specified in each task order.

G.2 AUTHORIZED USERS

Pursuant to FAR 16.504(a) (4) (vi), only authorized users may place Orders under the Basic Contract. In order to qualify as an authorized user, a duly warranted Contracting Officer (as that term is defined in FAR 2.1) in good standing must have an appropriate signed delegation of authority from Contracting Officer. For purposes of this Basic Contract, Warranted Contracting Officers of the Washington Headquarters Services Acquisition Directorate are authorized ordering officers.

Only Washington Headquarters Services, Acquisition Directorate Contracting Officers are authorized to issue orders or modifications/changes to orders under this contract, unless otherwise delegated to the Defense Contract Management Agency designated in block 24 (on page 1 of the contract). Supplies or services to be furnished under this contract shall be furnished at such times solely as ordered by the issuance of Orders by the Contracting Officer.

All orders are subject to the terms and conditions of this contract. This contract shall control in the event of conflict with any order.

G.3 ORDERING PROCESS AND PROCEDURES

G.3.1 General. One or more task orders (TOs) may be issued during the performance period of this contract. The Contractor agrees to accept and perform orders issued by the Task Order Contracting Officer within the scope of this agreement. It is understood and agreed that the Government has no obligation to issue any orders except the minimum order. In the event of any inconsistency between any Task Order and the contract, the contract shall control. In accordance with the Federal Acquisition Streamlining Act (FASA) and FAR 16.505(b), the Contracting Officer will give all awardees a "fair opportunity" to be considered for each order in excess of $25,000, unless one of the conditions in paragraph G.3.2 applies.

G.3.2 Exceptions. Exceptions to Fair Opportunity Consideration (FAR Part 16.505). Awardees will not be given a fair opportunity to be considered for requirements which are expected to exceed $25,000 when the Contracting Officer determines one of the following conditions apply:

(1) The agency need for such services is of such urgency that providing such opportunity would result in unacceptable delays;

(2) Only one such awardee is capable of providing such services required at the level of quality required because the services ordered are unique or highly specialized;

(3) The order should be issued on a sole-source basis in the interest of economy and efficiency as a logical follow on to a task order already issued under this contract, provided that all multi-awardees were given fair opportunity to be considered for the original order; or

(4) It is necessary to place an order to satisfy a minimum guarantee.

G.3.3 Ordering procedures must comply with the following:

FAR 16.505;

(1) Orders are not exempt from the development of acquisition plans (see FAR Subpart 7.1), and an information technology acquisition strategy; (see FAR Part 39).

(2) The Contracting Officer shall include the evaluation procedures in RFP/RFQ and establish the time frame for responding to RFQ, giving Offerors a reasonable proposal preparation time while taking into account the unique requirements and circumstances of the effort;

(3) Orders shall be within the scope, issued within the period of performance, and be within the maximum value of the Basic Contract;

(4) Contractors are required to respond to each RFP with either a proposal or a statement of “No Bid” along with the reason for not submitting a proposal within three days of receiving RFP;

(5) All costs associated with the preparation, presentation, and discussion of the Offeror’s proposal in response to a RFP shall be at the Offeror’s sole and exclusive expense; and

(6) All Orders placed under the Basic Contract are subject to the terms and conditions of the Basic Contract at time of order award. In the event of any conflict between the Order and the Basic Contract, the Basic Contract will take precedence.

G.4 ORDER INFORMATION

(a) Orders issued shall include, but not be limited to the following information (when applicable):

♦ Date of order.

♦ Contract and order number.

♦ Type of Order.

♦ Appropriation and accounting data.

♦ Description of the services to be performed.

♦ Description of end item(s) to be delivered.

♦ DD Form 254 (Contract Security Classification Specification) ♦ DD Form 1423 (Contract Data Requirements List) ♦ The individual responsible for inspection/acceptance.

♦ Period of performance/delivery date.

♦ Estimated number of labor hours for each applicable labor category.

♦ The estimated cost plus fixed fee or ceiling price for the order.

♦ List of Government furnished equipment, material, and information.

(b) Modifications of Orders: Orders may be modified only by the cognizant Contracting Officer.

(c) The Cost Plus Fixed Fee or Ceiling Price for each Order may not be changed except when authorized by a modification to the Task Order.

(d) Task orders may be issued under this contract by facsimile or by electronic commerce methods. The

Contractor shall acknowledge receipt of any task order within one working day after receipt.

(e) Ceiling Price. For LOE orders only, the ceiling amount for each task order will be the ceiling price stated therein and may not be increased except when authorized by a modification to the delivery/task order.

G.5 TYPES OF ORDERS UNDER INDEFINITE DELIVERY TYPE CONTRACTS

(a) The Contracting Officer may issue a Firm Fixed Price; Firm Fixed Price (Level of Effort); Cost-Plus-

Fixed-Fee (Completion); or Cost-Plus-Fixed-Fee (Term) type task/delivery orders under this contract. The Contracting Officer will make the decision on the type of order to be issued on an individual task order basis. Each Request for Proposal sent to the Contractor shall state the type of order deemed appropriate by the Government.

(b) Contractor shall submit a completion form for all Cost-Plus-Fixed-Fee (Completion) type contracts. The completion form describes the scope of work by stating a definite goal or target and specifying an end product. This form of contract normally requires the contractor to complete and deliver the specified end product (e.g. a final report of research accomplishing the goal or target) within the estimated cost as a condition for payment of the entire fixed fee. In the event the work cannot be completed within the estimated cost, the Government may require more effort without increase in fee, provided the Government increases the estimated cost. To be determined and specified at the Task Order Level.

(c) Contractor shall submit a term form Cost-Plus-Fixed-Fee (Term) type contracts. The term form describes the scope of work in general terms and obligates the contractor to devote a specified level of effort for a stated time period. Under this form, if the performance is considered satisfactory by the Government, the fixed fee is payable at the expiration of the agreed-upon period and upon contractor certification that the level of effort specified in the order has been expended in performing the contract work. To be determined and specified at the Task Order Level.

(d) A firm fixed price order provides for a price that is not subject to any adjustment on the basis of the contractor's cost experience in performing the Order.

(e) For all CPFF orders, whether completion or term, payments are made in accordance with the FAR clause

52.216-8 Fixed Fee.

G.6 ALLOTMENT OF FUNDS

(a) This contract is incrementally funded with respect to both cost and fee. The amount(s) presently available and allotted to this contract for payment of fee for incrementally funded contract line item number/contract sub-line item number (CLIN/SLIN), subject to the clause entitled "FIXED FEE" (FAR 52.216-8) is specified below. The amount(s) presently available and allotted to this contract for payment of cost for incrementally funded CLINs/SLINs is set forth below. As provided in the clause of this contract entitled "LIMITATION OF FUNDS" (FAR 52.232-22), the CLINs/SLINs covered thereby, and the period of performance for which it is estimated the allotted amount(s) will cover, are as follows:

ITEM(S) ALLOTTED TO

COST

ALLOTTED TO

FEE

ESTIMATED

PERIOD OF PERFORMANCE

*to be specified at the task order level

(b) The parties contemplate that the Government will allot additional amounts to this contract from time to time for the incrementally funded CLINs/SLINs by unilateral contract modification, and any such modification shall state separately the amount(s) allotted for cost, the amount(s) allotted for fee, the CLINs/SLINs covered thereby, and the period of performance which the amount(s) are expected to cover.

(c) CLIN/SLINs are fully funded, and performance under these CLINs/SLINs is subject to the clause of this contract entitled "LIMITATION OF COST (FAR 52.232-20) as applicable.

(d) The Contractor shall segregate costs for the performance of incrementally funded CLINs/SLINs from the costs of performance of fully funded CLINs/SLINs.

G.7 FUNDING PROFILE

It is estimated that these incremental funds will provide for [if Level of Effort (LOE), enter the number of hours; if completion or supply enter items and quantities]. The following details funding to date:

Total Contract

Funds This Action Previous Funding Funds Available Balance Unfunded

*to be specified at the task order level

G.8 LEVEL OF EFFORT APPLICABLE TO CPFF TASK ORDERS

(a) The Contractor agrees to provide the total level of effort specified in this section or in the applicable order in performance of the work described in Sections B and C of this contract. The total level of effort for the performance of this contract shall be completed for each order and include total hours of direct labor, including subcontractor direct labor for those subcontractors specifically identified in the Contractor's proposal as having hours included in the proposed level of effort. Contractors may not exceed the total level of effort specified in each order without written authorization from the Contracting Officer.

(b) Effort performed in fulfilling the total level of effort obligations specified above shall only include effort performed in direct support of this contract and shall not include time and effort expended on such things as (local travel to and from an employee's usual work location), uncompensated effort while on travel status, truncated lunch periods, work (actual or inferred) at an employee's residence or other non-work locations, or other time and effort which does not have a specific and direct contribution to the tasks described in Sections B and C.

(c) The level of effort for this contract shall be expended at an average rate of approximately (to be identified at the task order level) hours per week. It is understood and agreed that the rate of labor hours per month may fluctuate in pursuit of the technical objective, provided such fluctuation does not result in the use of the total labor hours of effort prior to the expiration of the term hereof, except as provided in the following paragraph.

(d) If, during the term hereof, the Contractor finds it necessary to accelerate the expenditure of direct labor to such an extent that the total labor hours of effort specified above would be used prior to the expiration of the term, the Contractor shall notify the Contracting Officer in writing setting forth the acceleration required, the probable benefits which would result, and an offer to undertake the acceleration at no increase in the estimated cost or fee together with an offer, setting forth a proposed level of effort, cost breakdown, and proposed fee, for continuation of the work until expiration of the term hereof. The offer shall provide that the work proposed will be subject to the terms and conditions of this contract and any additions or changes required by then current law, regulations, or directives, and that the offer, with a written notice of acceptance by the Contracting Officer, shall constitute a binding contract. The Contractor shall not accelerate any effort until receipt of such written approval by the Contracting Officer. Any agreement to accelerate will be formalized by contract modification.

(e) The Contracting Officer may, by written order, direct the Contractor to accelerate the expenditure of direct labor such that the total labor hours of effort specified in paragraph (a) above would be used prior to the expiration of the term. This order shall specify the acceleration required and the resulting revised term. The Contractor shall acknowledge this order within five days of receipt.

(f) If the total level of effort specified in paragraph (a) above is not provided by the Contractor during the period of this contract, the Contracting Officer, at its sole discretion, shall either (i) reduce the fee of this contract as follows:

Fee Reduction = Fee (Required LOE -Expended LOE) Required LOE

(g) or (ii) subject to the provisions of the clause of this contract entitled "LIMITATION OF COST (FAR 52.232-20), as applicable, require the Contractor to continue to perform the work until the total number of labor hours of direct labor specified in paragraph (a) above shall have been expended at no increase in the fee of this contract.

(h) The Contractor shall provide and maintain an accounting system, acceptable to the Contracting Officer and the Defense Contract Audit Agency (DCAA), which collects costs incurred and effort (compensated and uncompensated, if any) provided in fulfillment of the level of effort obligations of this contract. The Contractor shall indicate on each invoice the total level of effort claimed during the period covered by the invoice, separately identifying compensated effort and uncompensated effort, if any.

(i) Within 45 days after completion of the work under each separately identified period of performance hereunder, the Contractor shall submit the following information in writing to the Contracting Officer with copies to the cognizant Contract Administration Office and to the DCAA office to which vouchers are submitted: (1) the total number of hours of direct labor expended during the applicable period; (2) a breakdown of this total showing the number of labor hours expended in each direct labor classification and associated direct and indirect costs; (3) a breakdown of other costs incurred; and (4) the Contractor's estimate of the total allowable cost incurred under the contract for the period. Within 45 days after completion of the work under the contract, the Contractor shall submit, in addition, in the case of a cost under run; (5) the amount by which the estimated cost of this contract may be reduced to recover excess funds and, in the case of an under run in hours specified as the total level of effort; and

(6) a calculation of the appropriate fee reduction in accordance with this clause. All submissions shall include subcontractor information.

(j) Unless the Contracting Officer determines that alternative worksite arrangements are detrimental to contract performance, the Contractor may perform up to 10% of the hours at an alternative worksite, provided the Contractor has a company-approved alternative telecommuting center. A telecommuting center is a geographically convenient office setting as an alternative to an employee’s main office. The Government reserves the right to review the Contractor’s alternative worksite plan. In the event performance becomes unacceptable, the Contractor will be prohibited from counting the hours performed at the alternative worksite in fulfilling the total level of effort obligations of the contract. Regardless of the work location, all contract terms and conditions, including security requirements and labor laws, remain in effect. The Government shall not incur any additional cost nor provide additional equipment for contract performance as a result of the Contractor’s election to implement an alternative worksite plan.

(k) Notwithstanding any of the provisions in the above paragraphs, the Contractor may furnish labor hours up to five percent in excess of the total labor hours specified in paragraph (a) above, provided that the additional effort is furnished within the term hereof, and provided further that no increase in the estimated cost or fee is required.

G.9 PAYMENT, SELECTED ITEMS OF COST REIMBURSEMENT TASK ORDERS

(a) Travel Costs (Including Foreign Travel)

(1) Except as otherwise provided herein, the Contractor shall be reimbursed for its reasonable actual travel costs in accordance with FAR 31.205-46. The costs to be reimbursed shall be those costs accepted by the cognizant DCAA.

i. Air: The contractor shall, to the maximum extent practicable, minimize overall travel costs by taking advantage of discounted airfare rates available through advance purchase with prior written approval of the Contracting Officer. Charges associated with itinerary changes and cancellations under nonrefundable airline tickets are reimbursable as long as the changes are driven by the work requirement.

ii. Non-Reimbursable Travel: The following travel shall not be reimbursed hereunder:

• travel at U.S. Military Installations where Government transportation is available,

• travel performed for personal convenience and errands,

• travel to and from the contractor’s facilities (off-site work – contractor facility),

• travel within the National Capital Region (on-site work – Government facility), travel costs incurred in the replacement of personnel when such replacement is accomplished for the Contractor's or employee's convenience

(2) Relocation costs and travel costs incident to relocation are allowable to the extent provided in FAR

31.205-35: however, Contracting Officer approval shall be required prior to incurring relocation expenses and travel costs incident to relocation.

(3) Training: The Government will not allow costs, nor reimburse costs associated with the contractor training employees in an effort to attain and/or maintain minimum personnel qualification requirements of this contract. Other training may be approved on a case-by-case basis by the Contracting Officer (including training related to mission essential services(s)) Attendance at workshops or symposiums is considered training for purposes of this clause.

(4) The contractor is expected to have the necessary facilities to perform the requirements of this contract, including any necessary general purpose office equipment (GPOE) and information technology (IT).

The cost of acquisition of GPOE and IT shall not be allowable as direct charges to this contract in the performance of any task order. GPOE means equipment normally found in a business office such as desks, chairs, typewriters, calculators, file cabinets, etc. IT (for the purpose of this clause) means any equipment or interconnected system or subsystem of equipment that is used in the automatic acquisition, storage, manipulation, movement, control, display, switching, interchange, transmission, or reception of data or information. IT includes computers, ancillary equipment, software, firmware and similar products, services (including support services), and related resources.

G.10 EXPEDITING CONTRACT CLOSEOUT (Applicable at Task Order Level)

(a) As part of the negotiated fixed price or total estimated amount of this contract, both the Government and the Contractor have agreed to waive any entitlement that otherwise might accrue to either party in any residual dollar amount of $500 or less at the time of final contract closeout. The term "residual dollar amount" shall include all money that would otherwise be owed to either party at the end of the contract, except that, amounts connected in any way with taxation, allegations of fraud and or antitrust violations shall be excluded. For purposes of determining residual dollar amounts, offsets of money owed by one party against money that would otherwise be paid by that party may be considered to the extent permitted by law.

(b) This agreement to waive entitlement to residual dollar amounts has been considered by both parties. It is agreed that the administrative costs for either party associated with collecting such small dollar amounts could exceed the amount to be recovered.

G.11 ROLES AND RESPONSIBILITIES

This section describes the roles and responsibilities of Government personnel after Basic Contract award. The Government may modify the roles and responsibilities at any time during the period of performance of the Basic Contract.

G.11.1 Contracting Officer

The Contracting Officer is the sole and exclusive government official with actual authority to award the Basic Contract. After award of the Basic Contract, the Contracting Officer may delegate any or all of the contract administration functions, described in FAR 42.302, to an Administrative Contracting Officer (ACO).

G.11.2 Contracting Officer Representative (COR)

(a) Definition. “Contracting Officer’s Representative” means an individual assigned in accordance with the

Defense Federal Acquisition Regulation (DFARS) and authorized in writing by the Contracting Officer to perform specific technical or administrative functions.

(b) The COR is a representative for the Government with limited authority who has been designated in writing by the Contracting Officer to provide technical direction, clarification, and guidance with respect to existing specifications and Statement of Work (SOW) / Statement of Objectives (SOO) as established in the contract. The COR also monitors the progress and quality of the Contractor’s performance for payment purposes. The COR shall promptly report Contractor performance discrepancies and suggested corrective actions to the Contracting Officer for resolution.

(c) The COR is NOT authorized to take any direct or indirect actions or make any commitments that will result in changes to price, quantity, quality, schedule, place of performance, delivery or any other terms or conditions of the written contract.

(d) The Contractor is responsible for promptly providing written notification to the Contracting Officer if it believes the COR has requested or directed any change to the existing contract (or task/delivery order). No action shall be taken by the Contractor for any proposed change to the contract until the Contracting Officer has issued a written directive or written modification to the contract (or task/delivery order). The Government will not accept and is not liable for any alleged change to the contract unless the change is included in a written contract modification or directive signed by the Contracting Officer.

(e) If the Contracting Officer has designated an Alternate COR (ACOR), the ACOR may act only in the absence of the COR (due to such reasons as leave, official travel, or other reasons for which the COR is expected to be gone and not readily accessible for the day).

(f) COR authority IS NOT delegable.

(g) 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.

(h) The Contracting Officer herby appoints the following individual as COR for this contract.

♦ Name: To be named at the time of award ♦ Code:

♦ Address:

♦ Phone Number:

♦ E-mail:

G.11.3 Task Order Monitor (TOM)

Definition. “Task Order Monitor” means an individual designated to perform specific on-site technical or administrative functions. This individual primarily serves as the on-site eyes and ears for the Contracting Officer Representative. The TOM is a designated individual with limited quality assurance responsibility to:

(a) Serve as the primary liaison between the contractor, and customers and Contracting Officer Representative

(COR)

(b) Monitor the progress and quality of the Contractor’s performance; Provide Contractor Performance evaluation information/feedback to the Contracting Officer Representative as requested by the COR

(c) Monitor performance/delivery of services; Report performance discrepancies, delays and suggested corrective actions to the Contracting Officer Representative for resolution.

(d) Review contractor requests for travel, manage service support outside established support hours.

(e) Resolve all issues that do not require a change to the existing contract and report unresolved issues to the

COR.

(f) Provide Contractor Performance evaluation information/feedback to the Contracting Officer

Representative.

(g) Take any actions that would NOT result in a change to the existing contract price, quantity, quality, schedule, place of performance, or any other term or condition.

(h) The Contracting Officer will designate Task Order Monitors at the Task Order Level. G.12

G.12 CONTRACTOR PERFORMANCE SYSTEM

Past performance evaluations pertaining to the Basic Contract and Orders under the Basic Contract will reside in the Past Performance Information Retrieval System (PPIRS). The PPIRS functions as the central warehouse for performance assessment reports received from various Federal performance information collection systems. Contractors will be required to register in the appropriate past performance assessment systems to review and respond to their surveys as prescribed by the Contracting Officer. Contractor “view” access to PPIRS is gained through the Central Contractor Registration (CCR) (www.ccr.gov) process. Contractors must be registered in CCR and must have created a Marketing Partner Identification Number (MPIN) in the CCR profile to access their PPIRS information.

G.13 PERFORMANCE REVIEWS

The Contracting Officer will evaluate contractor performance in accordance with the criteria under FAR Subpart

42.15. The evaluation will take into account all aspects of the contractor's performance. Interim performance evaluations may be completed at any time the Contractor's performance is considered less than satisfactory.

Contractors will be provided a copy of the performance evaluation and an opportunity to discuss the evaluation. The negative performance evaluations will have an impact on the award of future Task Orders. The Contractor shall request a performance evaluation prior to final invoice and closeout to keep for future proposal submissions.

G.14 SUBCONTRACTORS

The Government has not pre-approved any subcontractors in making awards for the Basic Contract. If a Contractor proposes a subcontractor for work performed under an Order, the Contractor must comply with FAR 52.244-2 and

FAR 44.2.

G.15 OMBUDSMAN

The Agency’s Task Order Ombudsman is the Acquisition Directorate Deputy Director. The Deputy Director is located at RPN Address and is responsible for reviewing complaints from contractors and ensuring that all contractors are afforded a fair opportunity to be considered for award of Task Orders, in accordance with the requirements of the solicitation. Offerors/contractors are encouraged to address any concerns with the Ombudsman before filing a formal protest. In no way does this provision extend the time for filing a formal protest. The Ombudsman is:

Deputy Director, Acquisition Directorate Task and Delivery Order Ombudsman Washington Headquarters Services / Acquisition Directorate 1777 N. Kent Street, Suite 12063 Arlington, VA 22209

The Government reserves the right to change the Ombudsman at anytime unilaterally

G.16 PROJECT KICKOFF MEETING

Prior to commencing work under a Task Order, the Contractor shall meet with the Contracting Officer and/or designated technical personnel at a mutually agreeable time to discuss and develop mutual understandings concerning schedule and administering work.

G.17 PROPOSAL

The Contractor's Proposal, or portions thereof, may be incorporated into the contract.

G.18 FIRM-FIXED-PRICE, LEVEL-OF-EFFORT (CLIN x001)

The contractor shall invoice monthly as set forth in Section B, and payments will be made on a monthly basis.

The contractor shall submit a Contractor Report of Work (CRW) in MS Excel with each invoice to WAWF that recapitulates the work performed during that month. The Government will assign a pass or fail grade to each task as indicated on the CRW. As a minimum, the CRW shall specify the following:

• applicable PWS paragraph of work performed/delivered

• date assigned (by the Government) / date due / date completed

• approximate aggregate contractor work effort (expended hours)

• brief description of the work

• Government point of contact (POC) who assigned the work

The following is a sample CRW report format:

Contractor fills in all columns, except column “Government Grade” PWS Task Paragraph

Ref #

Date Assigned

Date Due

Date Completed

Approximate aggregate contractor work effort (expended hours)

Summary Description of

Work

Government

POC

Government Grade

(Pass/Fail)

(a) The contractor shall provide full-time continual on-site support (effort) approximately eight (8) hours each day, Monday through Friday, excluding federal holidays (80 hours), and up to 120 hours (3 weeks) personal time off (PTO) per year per full-time equivalent (FTE).

For information purposes, the following days are observed as Federal holidays:

New Year's Day Martin Luther King, Jr. Birthday President's Day Memorial Day Independence Day Labor Day Columbus Day Veteran's Day Thanksgiving Day Christmas Day Inauguration Day Any other day designated by Federal Statute, Executive Order, or Presidential proclamation.

(b) For purposes of partial billing/payment, a billable month shall be considered to be comprised of 157 hours per FTE.

(c) The contractor’s invoice will be reduced by an amount equal to the number of hours not expended in excess of the annual authorized PTO per FTE per paragraph c. above at the hourly rate set forth in Section B. The hourly rates specified in Section B will be used only as a means of reducing the monthly price in the event the contractor does not furnish the level of effort specified. Unexpended level of effort (excluding PTO) in one month cannot be expended in subsequent months.

(d) Effort performed in fulfilling the total level of effort obligations specified above shall only include effort performed in direct support of this contract and shall not include time and effort expended on such things as (local travel to and from an employee's usual work location), uncompensated effort while on travel status, truncated lunch periods, work (actual or inferred) at an employee's residence or other non-work locations, except as COR-authorized telework, or other time and effort which does not have a specific and direct contribution to the tasks.

(e) For any work that was determined by the Government to be late or incomplete or unsatisfactory, the contractor shall take necessary action to ensure that future performance conforms to contract requirements.

(f) If any of the services do not conform to contract requirements, the Government may deduct the associated invoice by an amount commensurate with the hours expended on that task as indicated on the CRW.