NGAM RFP HQ0147-10-R-0027 FINAL 092810.pdf

CODE

(Hour)

PAGE(S)

until local t ime

X

A X B X C X D

EX

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G F 27 - 39

40 - 41 X H 42

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)

DX 1 42

(If other than Item 7)

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

AND

ADDRESS SIGN OFFER (Type or print)

OF

OFFEROR

AMENDMENT NO. DATE

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

IS DIFFERENT FROM ABOVE - ENTER

SUCH ADDRESS IN SCHEDULE.

18. OFFER DATE

1. THIS CONTRACT IS A RATED ORDER

UNDER DPAS (15 CFR 700)

2. CONTRACT NO.

HQ0147 8. ADDRESS OFFER TO

See Item 7

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

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

10. FOR INFORMATION

CALL:

A. NAME (NO COLLECT CALLS)

11. TABLE OF CONTENTS

SOLICITATION/ CONTRACT FORM

SUPPLIES OR SERVICES AND PRICES/ COSTS

2 - 3

X I CONTRACT CLAUSES

DESCRIPTION/ SPECS./ WORK STATEMENT X

PACKAGING AND MARKING

J LIST OF ATTACHMENTS

INSPECTION AND ACCEPTANCE

DELIVERIES OR PERFORMANCE

7 X K REPRESENTATIONS, CERTIFICATIONS AND

OTHER STATEMENTS OF OFFERORS

CONTRACT ADMINISTRATION DATA 8 - 11 X

SPECIAL CONTRACT REQUIREMENTS

OFFER (Must be fully completed by offeror) 12 - 19 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 - REPRESENTATIO NS AND INSTRUCTIO NS

PART III - LIST O F DO CUMENTS, EXHIBITS AND O THER ATTACHMENTS

20 - 25

PART II - CO NTRACT CLAUSES

MISSILE DEFENSE AGENCY (MDA)

CONTRACTS DIRECTORATE

BLDG 5222 MARTIN RD

REDSTONE ARSENAL AL 35898-0001

FAX:

TEL:

FAX:

TEL:

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

SOLICITATION

6. REQUISITION/PURCHASE NO.5. DATE ISSUED

28 Sep 2010

4. TYPE OF SOLICITATION

SEALED BID (IFB)

NEGOTIATED (RFP)

[ X ]

3. SOLICITATION NO.

HQ0147-10-R-0027

Section B - Supplies or Services and Prices

ITEM NO SUPPLIES/SERVICES QUANTITY UNIT UNIT PRICE AMOUNT

0001 Dollars, U.S.

Cost Plus Fixed Fee

CPFF

Basic performance as defined in the Performance Work Statement (PWS) for Next Generation Aegis Missile Concept Definition and Program Planning. The Fixed Fee shall be no greater than _____ % (Contractor Proposed) of the estimated cost exclusive of Other Direct Costs (ODC) & Materials.

FOB: Destination

ESTIMATED COST

FIXED FEE

TOTAL EST COST + FEE

0002 Dollars, Data in Support of CLIN 0001

CPFF

Data in Support of CLIN 0001 - NOT SEPARATELY PRICED - Data to be delivered under this contract shall be that cited in the Contract Data Requirement List (CDRL) DD Form 1423, Section J.

FIXED FEE

TOTAL EST COST + FEE

0003 Dollars, Other Direct Costs (ODCs)

COST

ODCs in support of CLIN 0001. With the exception of a nominal Material Handling Burden, the Contractor is not entitled to fee on any ODC and/or Material. Examples of ODC include, but are not limited to: travel, renewable licenses, leases, consultants, special tooling, and royalties. In calculating fee under separate CLINs, ODCs shall be excluded from the Contractor's total cost pool.

This limitation shall flow down to subcontractors.

Section C - Descriptions and Specifications

CLAUSES INCORPORATED BY FULL TEXT

C-01 SCOPE OF WORK (MAY 2005)

The Contractor shall perform the work specified in the Performance Work Statement (PWS) or other Attachments and Exhibits in Section J of this contract. The Contractor shall provide all necessary materials, labor, equipment and facilities to perform this contract.

Section D - Packaging and Marking

D-01 PACKAGING AND MARKING OF TECHNICAL DATA (APR 2009)

Technical data items shall be preserved, packaged, packed, and marked in accordance with the best commercial practices to meet the packaging requirements of the carrier and insure safe delivery at destination. Classified reports, data and documentation shall be prepared for shipment in accordance with the current National Industrial Security Program Operation Manual (NISPOM), DOD 5220.22-M.

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

CLAUSES INCORPORATED BY REFERENCE

52.246-8 Inspection Of Research And Development Cost

Reimbursement

MAY 2001

52.246-11 Higher-Level Contract Quality Requirement FEB 1999 252.246-7000 Material Inspection And Receiving Report MAR 2008

Section F - Deliveries or Performance

CDRL DELIVERY DATES

More specified dates for delivery of some data items are included in the Contract Data Requirements List’s (CDRL’s).

DELIVERY INFORMATION

CLIN DELIVERY DATE QUANTITY SHIP TO ADDRESS UIC

0001 32 mths. ADC N/A

0002 32 mths. ADC N/A

0003 32 mths. ADC N/A

52.242-15 Stop-Work Order AUG 1989 52.242-15 Alt I Stop-Work Order (Aug 1989) - Alternate I APR 1984 52.247-34 F.O.B. Destination NOV 1991

F-02 MILESTONE EVENTS (APR 2009)

PERIOD OF PERFORMANCE:

The contractor shall provide all requirements within thirty-two (32) months after the effective date of the contract, unless the duration of the contract is otherwise extended.

Section G - Contract Administration Data

G-01 CONTRACT ADMINISTRATION (APR 2009)

Notwithstanding the Contractor’s responsibility for total management during the performance of this contract, the administration of the contract will require maximum coordination between the Government and the Contractor. The following individuals will be the Government points of contact during the performance of this contract:

a. CONTRACTING OFFICERS

All contract administration will be effected by the Procuring Contracting Officer (PCO) or designated Administrative Contracting Officer (ACO). Communication pertaining to the contract administration should be addressed to the Contracting Officer. Contract administration functions (see FAR 42.302 and DFARS 242.302) are assigned to the cognizant contract administration office. No changes, deviations, or waivers shall be effective without a modification of the contract executed by the Contracting Officer or his duly authorized representative authorizing such changes, deviations, or waivers.

The point of contact for all contractual matters is:

Name:

Organizational Code: MDA/DACV Telephone Number:

E-Mail Address: __________________@mda.mil

b. CONTRACTING OFFICER’S REPRESENTATIVE

The Contracting Officer’s Representative (COR) is not authorized to change any of the terms and conditions of the contract. The Contractor is advised that only the Contracting Officer can change or modify the contract terms or take any other action which obligates the Government. Then, such action must be set forth in a formal modification to the contract. The authority of the COR is strictly limited to him/her, without redelegation, to the specific duties set forth in his/her letter of appointment, a copy of which is furnished to the Contractor.

Contractors who rely on direction from other than the Contracting Officer or a COR acting outside the strict limits of his/her responsibilities as set forth in his/her letter of appointment do so at their own risk and expense. Such actions do not bind the Government contractually. Any contractual questions shall be directed to the Contracting Officer.

The COR under this contract is:

Name: Kari Anderson Organizational Code: MDA/DVM Telephone Number:

E-Mail Address: Kari.Anderson@mda.mil

The Alternate COR under this contract is:

Name: Audrey Tucker Organizational Code: MDA/DVM Telephone Number:

E-Mail Address: Audrey.Tucker@mda.mil

c. CONTRACTING OFFICIAL FOR eSRS

FAR 52.219-9, Small Business Subcontracting Plan (April 2008) requires the use of the Electronic Subcontracting Reporting System (eSRS) for subcontract reporting. The contracting official for eSRS under this contract is:

Name:

Organizational Code: MDA/DACV Telephone Number:

E-Mail Address: _________________@mda.mil

For detailed information regarding eSRS visit http://www.acq.osd.mil/dpap/pdi/eb/index.html.

G-05 SUBMISSION OF PAYMENT REQUESTS USING WIDE AREA WORK FLOW – RECEIPT AND

ACCEPTANCE (WAWF-RA) (SEP 2009)

a. Requirement for Electronic Payment Requests by WAWF-RA

1. The Contractor shall submit all payment requests electronically in accordance with FAR Part 32. As prescribed in DFARS clause 252.232-7003, Electronic Submission of Payment Requests and Receiving Reports, contractors shall submit all payment requests in electronic form unless the exception in the DFARS clause applies.

Paper copies will no longer be processed for payment.

2. To facilitate electronic submission, contractors shall submit all payment requests through the Wide Area Work Flow-Receipt and Acceptance (WAWF-RA) System as described at http://www.dfas.mil/contractorpay/electroniccommerce/wideareaworkflow.html using the appropriate Service Acceptor’s DoDAAC (MDA/HSV is HQ0147). When using WAWF-RA, the contractor must include the Contracting Officer’s Representative’s (COR) e-mail in the invoice submission template in order to notify the COR that a WAWF document has been submitted for approval.

3. In accordance with Appendix F of the DFARS, at the time of each delivery of supplies or services under this contract, the contractor shall 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, the Contractor 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. The WAWF Training Links are located on the Internet at http://www.wawftraining.com/ and on the ‘live’ site at https://wawf.eb.mil under “About WAWF”.

6. Questions regarding the use of the system are to be directed to the WAWF Help Desk:

DISA DECC Ogden Electronic Business Service Desk

CONUS ONLY: 1-866-618-5988

COMMERCIAL: 801-605-7095

DSN: 338-7095

FAX COMMERCIAL: 801-605-7453

FAX DSN: 388-7453

cscassig@csd.disa.mil

b. Submission of Invoices under Fixed Price Type Contracts

1. “Invoice” as used in this paragraph does not include the contractor’s requests for progress payments.

2. The use of WAWF-RA electronic form and invoice are in accordance with DFARS Appendix F.

3. In addition to the requirements of the Prompt Payment clause of the contract, the contractor shall cite on each invoice the contract line item (CLIN); the contract subline item number (SUBCLIN), if applicable; the accounting classification reference number (ACRN), and the payment terms.

4. The contractor shall prepare either:

a separate invoice for each activity designated to receive the supplies or services; or, a consolidated invoice covering all shipments delivered under an individual order.

5. If acceptance is at origin, the contractor shall submit the WAWF-RA electronic form or other acceptance verification directly to the designated payment office.

6. If acceptance is at destination, the consignee will forward acceptance verification to the designated payment office.

G-06 ALLOTMENT OF FUNDS (MAY 2005)

Pursuant to FAR 52.232-22, “Limitation of Funds,” the total amount of funds presently available for payment and allotted to this contract (which covers all items, including fee payable), and the estimated period of performance said funds cover, are as follow:

CLIN 0001: $TBD

Estimated funds exhaustion date: Insert Date

G-10 SEGREGATION OF COSTS (MAY 2005)

For CLIN(s) 0001 and 0003, vouchers shall contain actual hours and costs by cost element (cost elements shall be at the lowest level of identification/ discrimination consistent with the Contractor's cost accounting system) and overall cumulative summaries of all work vouchered to date.

G-13 NOTICE OF THE GOVERNMENT'S USE OF OUTSIDE CONTRACTORS TO REVIEW SUBMITTED

INVOICES, PAYMENT REQUESTS, AND MATERIAL INSPECTION AND RECEIVING REPORTS (MAY

2009)

The Government may utilize support contractors to assist the Government in the review and evaluation of the offeror's invoices, payment requests, material inspection and receiving reports, and similar requests for payment or evidence of delivery. These contractors will be provided access to these and other records which may contain the proprietary information of the offeror, to include awarded contracts, to support 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.

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.

Unless the offeror specifically objects in writing, the offeror agrees, by the submission of a proposal, to allow the Government's support contractors to have access to the offeror's proprietary information for the purposes described above.

LIST OF CONTRACTOR SUPPORT

Please note: This list of support contractors may change throughout the duration of the contract.

Applied Analytical Solutions Inc.

Defense Acquisition Inc. (DAI) Drapers Labs Gray Research Jacobs Technology John Hopkins University/Applied Research Laboratory (JHUAPL) Kepler Research Massachusetts Institute of Technology (MIT) Lincoln Laboratory (LL) Millennium Engineering and Integration (MEI) Missile Defense National Team Modern Technology Solutions Paradigm Sparta Tetra Tech

Section H - Special Contract Requirements

PUBLIC RELEASE OF INFORMATION (APR 2009)

a. The policies and procedures outlined herein apply to information submitted by the Contractor and his subcontractors for approval for public release. Prior to public release, all information shall be cleared 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, etc. "Public release" also includes all of the following: filing and causing to be filed applications with the U.S. Patent and Trademark Office; and communicating in any way including but not limited to filing or causing to be filed any application with any non-U.S.

Government body, whether a foreign government or an international body of any sort which processes, grants, or recognizes patents and other intellectual property interest. "Public release" also includes communicating in any way with a person not an employee or officer of the contractor, including outside counsel of any sort.

b. All materials which relate to the work performed by the contractor under this contract shall be submitted to MDA for review and approval prior to release to the public. Subcontractor public information materials shall be submitted for approval through the prime contractor to MDA.

c. The MDA review and approval process for contractors working under an MDA contract starts with the contracting officer's representative (COR).

(1) The contractor shall request a copy of MDA form "Security and Policy Review Worksheet for Public Release Review" (.pdf format) or any superseding form from the MDA.

(2) The contractor shall complete Blocks 1, 2, 3 and 6 of Worksheet (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 releasability" by signing the Statement of Certification in Block 7 of the Worksheet.

(4) The COR will forward the Worksheet with the materials to be cleared to the MDA designated point of contact for Block 8 approval and submission of package to MDA/PA.

(5) The COR will notify the contractor of the agency's final decision regarding the status of the request.

d. The contractor shall submit the following to the COR at least 60 days in advance of the proposed release date:

(1) Security and Policy Review Worksheet and one (1) electronic copy of the material to be reviewed.

(2) 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 the subcontractor, for public release, and

(d) The contract number.

(3) In the case of an intended application for a patent, in accordance with 52.227-10, the contractor will also submit a copy of the entire proposed application to the Contracting Officer to be received 30 days in advance of intended filing; or in the case of application or filing with any government or organization not part of the U.S.

Government, also to be received 30 days before such application or filing. The Contracting Officer will coordinate the proposed application with the COR for review and comment. Note: The Contracting Officer will coordinate the proposed application with the COR for review and comment.

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

f. Outlines, rough drafts, marked-up copy (with handwritten notes), incorrect distribution statements, FOUO information, export controlled or ITAR information will not be accepted or cleared.

g. Abstracts or abbreviated materials may be submitted if the 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.

h. The MDA Director of Public Affairs (MDA/PA) is responsible for coordinating the public release review, other than for review of intended applications for a patent, which will be coordinated through the Contracting Officer.

MDA/PA will work directly with the COR if there are questions or concerns regarding submissions. MDA/PA will not work with contractors who have not gone through their COR.

i. Once information has been cleared for public release, it is in the public domain and shall always be used in its originally cleared context and format. Information previously cleared for public release but containing new, modified or further developed information must be submitted again for public release following the steps outlined in items a.

through h. above.

j. Due to time and screening constraints, it is recommended that all "public release" packages submitted to MDA be forwarded by email to:

Missile Defense Agency/DVM Attn: Kari Anderson Email Address: Kari.Anderson@mda.mil

k. The contractor agrees to cooperate fully with the COR; the Contracting Officer; MDA/PA; any person performing duties authorized by DoDD 5535.02, DoD Patent Security Review Process; and any other Government officials the Contracting Officer determines have a need to take part in the review.

"Cooperate fully" will include allowing access to contractor and subcontractor employees and access to contractor and subcontractor records.

The contractor agrees that any time limits for the U.S. to reply or make a determination or decision of any sort will be extended when the Contractor Officer advises the contractor that it or the subcontractor does not cooperate fully.

l. The contractor may not release information to any natural person not a U.S. citizen or any U.S. citizen whose ordinary place of employment or residence is outside the U.S., or to any professional or business organization not incorporated or licensed in a state of the U.S. or whose principals include natural persons not U.S. citizens or any U.S. citizen whose ordinary place of employment or resident is outside the U.S., at any time including after performance of this contract is complete.

m. At the same time as the reports required by DFARS 252.227-7039, the Contractor shall furnish the Contracting Officer a report on all filings and all other communications with foreign and international governments and organizations whose usual purpose is to establish or affirm the contractor's rights or asserted rights in an invention.

Such report will include the filing date, serial number and title, a copy of the patent application and patent number, and issue data for any subject invention for which the Contractor has retained title, or state that there are no such filings. In the case of any filing with any agency or organization not part of the U.S. Government, include a copy of the foreign filing license. The contractor will cooperate fully in any efforts by the Contracting Officer to determine status or outcome of such filings and other communications.

n. The contractor will include a copy of this clause in all written agreements with subcontractors and others with whom it has any sort of a teaming arrangement.

H-06 INSURANCE (Apr 2009)

In accordance with FAR Part 28.307-2, the Contractor shall maintain the types of insurance and coverage listed below:

TYPES OF INSURANCE MINIMUM AMOUNT

Workmen's Compensation and all occupational disease As required by Federal and State law Employer's Liability including all occupational disease $100,000 per accident when 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-09 ORGANIZATIONAL CONFLICT OF INTEREST (Mar 2010)

a. Purpose: The primary purpose of this clause is to aid in ensuring that:

(1) the Contractor's objectivity and judgment are not biased because of its present or planned interests which relate to work under this contract;

(2) the Contractor does not obtain unfair competitive advantage by virtue of its access to non-public information regarding the Government's program plans and actual or anticipated resources; and

(3) the Contractor does not obtain unfair competitive advantage by virtue of its access to proprietary information belonging to others.

b. Scope: Organizational Conflict of Interest (OCI) rules, procedures and responsibilities as described in FAR Subpart 9.5 shall be applicable to this contract and any resulting subcontracts.

(1) The general rules in FAR 9.505-1 through 9.505-4 and the restrictions described herein shall apply to performance or participation by the Contractor and any of its affiliates or their successors-in-interest (hereinafter collectively referred to as "Contractor") in the activities covered by this contract as prime Contractor, subcontractor, co-sponsor, joint venturer, consultant, or in any similar capacity.

(2) The Missile Defense Agency’s OCI policy is in Attachment 12 of this contract.

c. Access to and Use of Government Information: If the Contractor, in performance of this contract, obtains access to Government information, or other program related information, such as plans, policies, reports, studies, financial plans, or data which has not been released or otherwise made available to the public, the Contractor agrees that without prior written approval of the Contracting Officer, it shall not:

(1) use such information for any private purpose;

(2) compete for work based on such information until one year after such information is released or otherwise made available to the public;

(3) submit an unsolicited proposal to the Government based on such information;

(4) release such information.

d. Access to and Protection of Proprietary Information: The Contractor agrees to treat proprietary data in accordance with the provisions of FAR 9.505-4. The Contractor shall enter into a written agreement for the protection of the proprietary data of others and exercise diligent effort to protect such proprietary data from unauthorized use or disclosure.

e. Subcontracts: The Contractor shall include this clause in consulting agreements, teaming agreements, subcontracts, or other arrangements for provision of services or supplies of any tier. The terms "contract", "Contractor", and "Contracting Officer" shall be appropriately modified to preserve the Government's rights.

f. Representations and Disclosures:

(1) The Contractor represents that it has disclosed to the Contracting Officer, prior to award, all facts relevant to the existence or potential existence of organizational conflicts of interest as that term is used in FAR Subpart 9.5. To facilitate disclosure and Contracting Officer approval, the Contractor shall complete an OCI Analysis/Disclosure Form for each MDA, Ballistic Missile Defense (BMD), and BMD-related contract or subcontract ( form shall be requested from the Procuring Contracting Officer).

(2) The Contractor represents that if it discovers an organizational conflict of interest or potential conflict of interest after award, a prompt and full disclosure shall be made in writing to the Contracting Officer. This disclosure shall include a description of the action the Contractor has taken or proposes to take in order to avoid or mitigate such conflicts.

g. Remedies and Waiver:

(1) For breach of any of the above restrictions or for non-disclosure or misrepresentation of any relevant facts required to be disclosed concerning this contract, the Government may terminate this contract for default, disqualify the Contractor from subsequent related contractual efforts, and pursue such other remedies as may be permitted by law or this contract. If, however, in compliance with this clause, the Contractor discovers and promptly reports an organizational conflict of interest (or the potential thereof) subsequent to contract award, the Contracting Officer may terminate this contract for convenience if such termination is deemed to be in the best interest of the Government or take other appropriate actions.

(2) The parties recognize that this clause has potential effects which will survive the performance of this contract and that it is impossible to foresee each circumstance to which it might be applied in the future.

Accordingly, the Contractor may at any time seek a waiver from the Director, MDA, (via the Contracting Officer) by submitting a full written description of the requested waiver and the reasons in support thereof.

h. Government Indemnity: The Contractor shall hold the Government harmless and indemnify the Government as to any cost or loss resulting from the unauthorized use or disclosure of third party information data or software by the Contractor, its employees, subcontractors or agents.

H-10 ENABLING CLAUSE FOR BMD INTERFACE SUPPORT (APR 2009)

a. It is anticipated that, during the performance of this contract, the Contractor will be required to support Technical Interface/Integration Meetings (TIMS) with other Ballistic Missile Defense (BMD) Contractors and other Government agencies. Appropriate organizational conflicts of interest clauses and additional costs, if any, will be negotiated as needed to protect the rights of the Contractor and the Government.

b. Interface support deals with activities associated with the integration of the requirements of this contract into BMD system plans and the support of key Missile Defense Agency (MDA) program reviews.

c. The Contractor agrees to cooperate with BMD Contractors by providing access to technical matters, provided, however, the Contractor will not be required to provide proprietary information to non-Government entities or personnel in the absence of a non-disclosure agreement between the Contractor and such entities.

d. The Contractor further agrees to include a clause in each subcontract requiring compliance with paragraph c. above, subject to coordination with the Contractor. This agreement does not relieve the Contractor of its responsibility to manage its subcontracts effectively, nor is it intended to establish privity of contract between the Government and such subcontractors.

e. Personnel from BMD Contractors or other Government agencies or Contractors are not authorized to direct the Contractor in any manner.

f. This clause shall not prejudice the Contractor or its subcontractors from negotiating separate organizational conflict of interest agreements with BMD Contractors; however, these agreements shall not restrict any of the Government's rights established pursuant to this clause or any other contract.

H-11 MDA VISIT AUTHORIZATION PROCEDURES (APR 2009)

a. The Contractor shall submit all required visit clearances in accordance with current NISPOM regulations and will forward all visit requests, identifying the contract number, to:

Missile Defense Agency, Security Operations Center 7100 Defense Pentagon Washington, DC 20301-7100 Telephone No.: (703) 697-8204 Facsimile No.: (703) 693-1526

b. The COR is authorized to approve visit requests for the Contracting Officer.

H-12 CONTROL OF ACCESS TO MDA SPACES AND INFORMATION SYSTEMS (MAY 2005)

a. To maintain the security of the MDA spaces and information systems, the Contractor shall notify the COR in writing whenever a prime or subcontractor employee included on the current Visit Authorization Request/Letter no longer supports this contract. This requirement shall apply to both Contractor and employee initiated termination of services and to temporary suspension of services.

b. The contractor will cooperate with COR in taking the following actions (facilitating the employee’s return of all badges, keycards, and passes). Specifically, upon notification, the COR will work with the Technical Area Security Officer (TASO)/Office Security Manager (OSM) to ensure timely action to:

(1) remove the employee from the current Visit Authorization Request/Letter;

(2) cancel the MDA badge, keycard and Pentagon Pass issued pursuant to the Visit Authorization Request/Letter; and

(3) terminate the MDA LAN account/access privileges.

c. The contractor shall identify the reason for and date of termination or expected period of suspension and submit the notification to the COR within five (5) working days prior to service discontinuation. For unplanned termination or suspension of services, notification shall be made on the same working day as the termination/suspension action.

H-14 PERSONNEL QUALIFICATIONS (MAY 2005)

a. The Contractor shall promptly notify the Contracting Officer and Contracting Officer’s Representative prior to making any changes in key staff. If replacing key staff the Contractor shall adhere to the following: (1) 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 of this contract. Key staff positions shall be defined by the contractor.

b. All Contractor notifications must provide the name and departure date for the incumbent leaving, a complete resume for the proposed substitute, and any other pertinent information requested by the Contracting Officer. The Government shall be provided the opportunity to review the proposed substitution regarding qualifications, security matters or any other concerns which could, in its opinion, affect performance under this contract.

c. This clause does not, in any way, abrogate the contractor’s authority to hire or assign personnel as it sees fit, or its responsibility to fill key positions with qualified personnel.

H-24 SECURITY CERTIFICATION AND ACCREDITATION SUPPORT (JUN 2006)

(a) Security support shall include the development, implementation, and maintenance of all security documents, procedures, and agreements necessary to effect type and site accreditation at all operating locations in accordance with the Department of Defense Information Technology Security Certification and Accreditation Process

(DITSCAP - DODI 5200.40).

(b) The contractor shall be responsible for all the C&A functions assigned to the Certification Authority, Program Manager, and Developer/Integrator as outlined in DoDI 5200.40.

H-25 ACQUISITION OMBUDSMAN (APR 2009)

The MDA Acquisition Ombudsman is the Deputy Director of the Agency. Government and contractor personnel may directly contact the Acquisition Ombudsman to ask that he inquire into any acquisition integrity issue and resolve it appropriately. The Acquisition Ombudsman will assist in handling integrity, fairness or other issues associated with individual contracts, source selections, award fee recommendations, and negotiations. His objective is to help MDA ensure that our processes, and their implementation, are fair, unbiased and consistent. You may contact the Acquisition Ombudsman at 703-697-7691, or by mail at Missile Defense Agency/DD, 7100 Defense Pentagon, Washington, D.C. 20307-7100.

H-27 FOREIGN PERSONS (Jun 2010)

1. "Foreign National" (also known as Foreign Persons) as used in this clause means any person who is NOT:

a. a citizen or national of the United States; or

b. a lawful permanent resident; or

c. a protected individual as defined by 8 U.S.C.1324b(a)(3).

"Lawful permanent resident" is a person having the status of having been lawfully accorded the privilege of residing permanently in the United States as an immigrant in accordance with the immigration laws and such status not having changed.

"Protected individual" is an alien who is lawfully admitted for permanent residence, is granted the status of an alien lawfully admitted for temporary residence under 8 U.S.C.1160(a) or 8 U.S.C.1255a(a)(1), is admitted as a refugee under 8 U.S.C.1157, or is granted asylum under section 8 U.S.C.1158; but does not include (i) an alien who fails to apply for naturalization within six months of the date the alien first becomes eligible (by virtue of period of lawful permanent residence) to apply for naturalization or, if later, within six months after November 6, 1986, and (ii) an alien who has applied on a timely basis, but has not been naturalized as a citizen within 2 years after the date of the application, unless the alien can establish that the alien is actively pursuing naturalization, except that time consumed in the Service's processing the application shall not be counted toward the 2-year period.”

2. All employees of all entities that make up the contractor's team, whether subcontractors, consultants, or anyone who works with or on behalf of the contractor will be citizens of the U.S. This provision will be incorporated into all contracts awarded as a result of proposal received in response to this RFP.

Section I - Contract Clauses

52.202-1 Definitions JUL 2004 52.203-3 Gratuities APR 1984 52.203-5 Covenant Against Contingent Fees APR 1984 52.203-6 Restrictions On Subcontractor Sales To The Government SEP 2006 52.203-6 Alt I Restrictions On Subcontractor Sales To The Government

(Sep 2006) -- Alternate I

OCT 1995

52.203-7 Anti-Kickback Procedures JUL 1995 52.203-8 Cancellation, Rescission, and Recovery of Funds for Illegal or

Improper Activity

JAN 1997

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

Transactions

SEP 2007

52.203-13 Contractor Code of Business Ethics and Conduct APR 2010 52.203-14 Display of Hotline Poster(s) DEC 2007 52.204-2 Security Requirements AUG 1996 52.204-4 Printed or Copied Double-Sided on Recycled Paper AUG 2000 52.204-7 Central Contractor Registration APR 2008 52.204-9 Personal Identity Verification of Contractor Personnel SEP 2007 52.204-10 Reporting Exeuctive Compensation and First-Tier Subcontract

Awards

JUL 2010

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

SEP 2006

52.209-8 Updates of Information Regarding Responsibility Matters APR 2010 52.211-14 Notice Of Priority Rating For National Defense, Emergency

Preparedness, and Energy Program Use

APR 2008

52.211-15 Defense Priority And Allocation Requirements APR 2008 52.215-2 Audit and Records--Negotiation MAR 2009 52.215-8 Order of Precedence--Uniform Contract Format OCT 1997 52.215-10 Price Reduction for Defective Cost or Pricing Data OCT 1997 52.215-11 Price Reduction for Defective Cost or Pricing Data--

Modifications

OCT 1997

52.215-12 Subcontractor Cost or Pricing Data OCT 1997 52.215-13 Subcontractor Cost or Pricing Data--Modifications OCT 1997 52.215-15 Pension Adjustments and Asset Reversions OCT 2004 52.215-17 Waiver of Facilities Capital Cost of Money OCT 1997 52.215-18 Reversion or Adjustment of Plans for Postretirement Benefits

(PRB) Other than Pensions

JUL 2005

52.215-19 Notification of Ownership Changes OCT 1997 52.215-20 Requirements for Cost or Pricing Data or Information Other

Than Cost or Pricing Data

OCT 1997

52.215-21 Requirements for Cost or Pricing Data or Information Other Than Cost or Pricing Data--Modifications

OCT 1997

52.215-22 Limitations on Pass-Through Charges--Identification of Subcontract Effort

OCT 2009

52.215-23 Limitations on Pass-Through Charges OCT 2009 52.216-7 Allowable Cost And Payment DEC 2002 52.216-8 Fixed Fee MAR 1997

52.219-8 (DEV) Utilization of Small Business Concerns (DEVIATION) MAY 2004 52.219-9 Small Business Subcontracting Plan JUL 2010 52.219-16 Liquidated Damages-Subcontracting Plan JAN 1999 52.219-25 (DEV) Small Disadvantaged Business Participation Program--

Disadvantaged Status and Reporting (DEVIATION)

APR 2008

52.219-28 Post-Award Small Business Program Rerepresentation APR 2009 52.222-1 Notice To The Government Of Labor Disputes FEB 1997 52.222-2 Payment For Overtime Premiums JUL 1990 52.222-3 Convict Labor JUN 2003 52.222-19 Child Labor -- Cooperation with Authorities and Remedies JUL 2010 52.222-20 Walsh-Healey Public Contracts Act DEC 1996 52.222-21 Prohibition Of Segregated Facilities FEB 1999 52.222-22 Previous Contracts And Compliance Reports FEB 1999 52.222-23 Notice of Requirement for Affirmative Action to Ensure

Equal Employment Opportunity for Construction

FEB 1999

52.222-24 Preaward On-Site Equal Opportunity Compliance Evaluation FEB 1999 52.222-25 Affirmative Action Compliance APR 1984 52.222-26 Equal Opportunity MAR 2007 52.222-27 Affirmative Action Compliance Requirements for

Construction

FEB 1999

52.222-29 Notification Of Visa Denial JUN 2003 52.222-35 Equal Opportunity For Special Disabled Veterans, Veterans of the Vietnam Era, and Other Eligible Veterans

SEP 2006

52.222-36 Affirmative Action For Workers With Disabilities JUN 1998 52.222-37 Employment Reports On Special Disabled Veterans, Veterans

Of The Vietnam Era, and Other Eligible Veterans

SEP 2006

52.222-50 Combating Trafficking in Persons FEB 2009 52.222-54 Employment Eligibility Verification JAN 2009 52.223-6 Drug-Free Workplace MAY 2001 52.223-14 Toxic Chemical Release Reporting AUG 2003 52.223-16 IEEE 1680 Standard for the Environmental Assessment of

Personal Computer Products

DEC 2007

52.225-5 Trade Agreements AUG 2009 52.225-13 Restrictions on Certain Foreign Purchases JUN 2008 52.227-1 Authorization and Consent DEC 2007 52.227-1 Alt I Authorization And Consent (Dec 2007) - Alternate I APR 1984 52.227-2 Notice And Assistance Regarding Patent And Copyright

Infringement

DEC 2007

52.227-3 Patent Indemnity APR 1984 52.227-9 Refund Of Royalties APR 1984 52.227-10 Filing Of Patent Applications--Classified Subject Matter DEC 2007 52.227-11 Patent Rights--Ownership By The Contractor DEC 2007 52.227-14 Rights in Data--General DEC 2007 52.227-19 Commercial Computer Software License DEC 2007 52.227-23 Rights to Proposal Data (Technical) JUN 1987 52.228-5 Insurance - Work On A Government Installation JAN 1997 52.228-7 Insurance--Liability To Third Persons MAR 1996 52.229-3 Federal, State And Local Taxes APR 2003 52.230-2 Cost Accounting Standards OCT 2008 52.230-6 Administration of Cost Accounting Standards JUN 2010 52.232-1 Payments APR 1984 52.232-9 Limitation On Withholding Of Payments APR 1984 52.232-17 Interest OCT 2008

52.232-18 Availability Of Funds APR 1984 52.232-20 Limitation Of Cost APR 1984 52.232-22 Limitation Of Funds APR 1984 52.232-25 Prompt Payment OCT 2008 52.232-25 Alt I Prompt Payment (Oct 2008) Alternate I FEB 2002 52.232-33 Payment by Electronic Funds Transfer--Central Contractor

Registration

OCT 2003

52.233-1 Disputes JUL 2002 52.233-1 Alt I Disputes (Jul 2002) - Alternate I DEC 1991 52.233-3 Protest After Award AUG 1996 52.233-3 Alt I Protest After Award (Aug 1996) - Alternate I JUN 1985 52.233-4 Applicable Law for Breach of Contract Claim OCT 2004 52.237-3 Continuity Of Services JAN 1991 52.239-1 Privacy or Security Safeguards AUG 1996 52.242-1 Notice of Intent to Disallow Costs APR 1984 52.242-3 Penalties for Unallowable Costs MAY 2001 52.242-4 Certification of Final Indirect Costs JAN 1997 52.242-13 Bankruptcy JUL 1995 52.243-2 Alt II Changes--Cost Reimbursement (Aug 1987) - Alternate II APR 1984 52.243-2 Alt V Changes--Cost-Reimbursement (Aug 1987) - Alternate V APR 1984 52.243-6 Change Order Accounting APR 1984 52.243-7 Notification Of Changes APR 1984 52.244-2 Subcontracts JUN 2007 52.244-5 Competition In Subcontracting DEC 1996 52.244-6 Subcontracts for Commercial Items JUN 2010 52.245-1 Government Property AUG 2010 52.246-23 Limitation Of Liability FEB 1997 52.246-25 Limitation Of Liability--Services FEB 1997 52.247-68 Report of Shipment (REPSHIP) FEB 2006 52.249-6 Termination (Cost Reimbursement) MAY 2004 52.249-14 Excusable Delays APR 1984 52.253-1 Computer Generated Forms JAN 1991 252.201-7000 Contracting Officer's Representative DEC 1991 252.203-7000 Requirements Relating to Compensation of Former DoD

Officials

JAN 2009

252.203-7001 Prohibition On Persons Convicted of Fraud or Other Defense- Contract-Related Felonies

DEC 2008

252.203-7002 Requirement to Inform Employees of Whistleblower Rights JAN 2009 252.204-7000 Disclosure Of Information DEC 1991 252.204-7002 Payment For Subline Items Not Separately Priced DEC 1991 252.204-7003 Control Of Government Personnel Work Product APR 1992 252.204-7004 Alt A Central Contractor Registration (52.204-7) Alternate A SEP 2007 252.204-7005 Oral Attestation of Security Responsibilities NOV 2001 252.204-7006 Billing Instructions OCT 2005 252.205-7000 Provision Of Information To Cooperative Agreement Holders DEC 1991 252.209-7004 Subcontracting With Firms That Are Owned or Controlled By

The Government of a Terrorist Country

DEC 2006

252.211-7000 Acquisition Streamlining DEC 1991 252.211-7003 Item Identification and Valuation AUG 2008 252.211-7005 Substitutions for Military or Federal Specifications and

Standards

NOV 2005

252.211-7007 Reporting of Government-Furnished Equipment in the DoD Item Unique Identification (IUID) Registry

NOV 2008

252.215-7000 Pricing Adjustments DEC 1991 252.215-7002 Cost Estimating System Requirements DEC 2006 252.215-7003 Excessive Pass-Through Charges--Identification of

Subcontract Effort

MAY 2008

252.215-7004 Excessive Pass-Through Charges MAY 2008 252.217-7027 Contract Definitization OCT 1998 252.219-7003 (Dev) Small Business Subcontracting Plan (DoD Contracts)

(Deviation)

APR 2007

252.219-7004 (Dev) Small Business Subcontracting Plan (Test Program) (Deviation)

AUG 2008

252.223-7004 Drug Free Work Force SEP 1988 252.223-7006 Prohibition On Storage And Disposal Of Toxic And

Hazardous Materials

APR 1993

252.225-7000 (Dev) Buy American Act--Balance of Payments Program Certificate (Deviation)

JAN 2009

252.225-7001 (Dev) Buy American Act and Balance of Payments Program (Deviation)

JAN 2009

252.225-7002 Qualifying Country Sources As Subcontractors APR 2003 252.225-7004 Report of Intended Performance Outside the United States and

Canada--Submission after Award

MAY 2007

252.225-7012 Preference For Certain Domestic Commodities DEC 2008 252.225-7031 Secondary Arab Boycott Of Israel JUN 2005 252.225-7041 Correspondence in English JUN 1997 252.226-7001 Utilization of Indian Organizations and Indian-Owned

Economic Enterprises, and Native Hawaiian Small Business Concerns

SEP 2004

252.227-7000 Non-estoppel OCT 1966 252.227-7013 Rights in Technical Data--Noncommercial Items NOV 1995 252.227-7014 Rights in Noncommercial Computer Software and

Noncommercial Computer Software Documentation

JUN 1995

252.227-7015 Technical Data--Commercial Items NOV 1995 252.227-7016 Rights in Bid or Proposal Information JUN 1995 252.227-7019 Validation of Asserted Restrictions--Computer Software JUN 1995 252.227-7020 Rights In Data--Special Works JUN 1995 252.227-7025 Limitations on the Use or Disclosure of Government-

Furnished Information Marked with Restrictive Legends

JUN 1995

252.227-7026 Deferred Delivery Of Technical Data Or Computer Software APR 1988 252.227-7027 Deferred Ordering Of Technical Data Or Computer Software APR 1988 252.227-7030 Technical Data--Withholding Of Payment MAR 2000 252.227-7037 Validation of Restrictive Markings on Technical Data SEP 1999 252.227-7038 Patent Rights--Ownership by the Contractor (Large Business) DEC 2007 252.227-7039 Patents--Reporting Of Subject Inventions APR 1990 252.231-7000 Supplemental Cost Principles DEC 1991 252.232-7003 Electronic Submission of Payment Requests and Receiving

Reports

MAR 2008

252.232-7010 Levies on Contract Payments DEC 2006 252.234-7001 Notice of Earned Value Management System APR 2008 252.234-7002 Earned Value Management System APR 2008 252.235-7010 Acknowledgment of Support and Disclaimer MAY 1995 252.235-7011 Final Scientific or Technical Report NOV 2004 252.237-7023 Continuation of Essential Contractor Services MAR 2010 252.239-7000 Protection Against Compromising Emanations JUN 2004 252.239-7001 Information Assurance Contractor Training and Certification JAN 2008

252.243-7001 Pricing Of Contract Modifications DEC 1991 252.243-7002 Requests for Equitable Adjustment MAR 1998 252.244-7000 Subcontracts for Commercial Items and Commercial

Components (DoD Contracts)

AUG 2009

252.246-7001 Warranty Of Data DEC 1991 252.247-7023 Transportation of Supplies by Sea MAY 2002 252.247-7024 Notification Of Transportation Of Supplies By Sea MAR 2000 252.249-7002 Notification of Anticipated Contract Termination or

Reduction

DEC 2006

252.251-7000 Ordering From Government Supply Sources NOV 2004

52.252-1 SOLICITATION PROVISIONS INCORPORATED BY REFERENCE (FEB 1998)

This solicitation incorporates one or more solicitation provisions by reference, with the same force and effect as if they were given in full text. Upon request, the Contracting Officer will make their full text available. The offeror is cautioned that the listed provisions may include blocks that must be completed by the offeror and submitted with its quotation or offer. In lieu of submitting the full text of those provisions, the offeror may identify the provision by paragraph identifier and provide the appropriate information with its quotation or offer. Also, the full text of a solicitation provision may be accessed electronically at this/these address(es):

FAR, DFAR and PGI http://farsite.hill.af.mil/

For Deviations:

http://www.acq.osd.mil/dpap/dars/class_deviations.html

For FAR & DFAR open case status:

http://www.acq.osd.mil/dpap/dars/far_case_status.html http://www.acq.osd.mil/dpap/dars/case_status.html

(End of provision

52.252-2 CLAUSES INCORPORATED BY REFERENCE (FEB 1998)

This contract incorporates one or more clauses by reference, with the same force and effect as if they were given in full text. Upon request, the Contracting Officer will make their full text available. Also, the full text of a clause may be accessed electronically at this/these address(es):

FAR, DFAR and PGI http://farsite.hill.af.mil/ http://farsite.hill.af.mil/� http://www.acq.osd.mil/dpap/dars/class_deviations.html� http://www.acq.osd.mil/dpap/dars/far_case_status.html� http://www.acq.osd.mil/dpap/dars/case_status.html� http://farsite.hill.af.mil/�

For Deviations:

http://www.acq.osd.mil/dpap/dars/class_deviations.html

For FAR & DFAR open case status:

http://www.acq.osd.mil/dpap/dars/far_case_status.html http://www.acq.osd.mil/dpap/dars/case_status.html

(End of clause)

52.252-5 AUTHORIZED DEVIATIONS IN PROVISIONS (APR 1984)

(…