HQ0147-10-R-0030_MDDC_FRFP.docx

HQ0147-10-R-0030

Section B - Supplies or Services and Prices

IDC CONSTRAINTS MIN/MAX

CONTRACT MINIMUM/MAXIMUM QUANTITY OF DIRECT PRODUCTIVE LABOR HOURS (DPLH)

The minimum quantity for all orders issued against this contract shall not be less than the minimum quantity stated in the following table. The maximum quantity for all orders issued against this contract shall not exceed the maximum quantity stated in the following table.

8,295 DPLHs 3,098,447 DPLHs

MDDC Labor

CPIF

Provide Supplies/Services outlined in the SOW, as defined in a fully-executed T/O. This CLIN includes labor only.

FOB: Destination

TARGET COST

TARGET FEE

TOTAL TGT COST + FEE

MINIMUM FEE

MAXIMUM FEE

SHARE RATIO ABOVE TARGET

SHARE RATIO BELOW TARGET

Material/Approved ODCs

COST

Material/Approved ODCs are not fee bearing; however, do allow for payment of appropriate indirect costs. The NTE amount is inclusive of all direct and indirect costs. NOTE: Offerors must propose $40,114,000 for this CLIN.

MAX COST

Travel

COST

Travel is not fee bearing; however, allow for payment of appropriate indirect costs. The NTE amount is inclusive of all direct and indirect costs. NOTE: Offerors must propose $3,943,000 for this CLIN.

MAX COST

UNDEFINED

Contract Data Requirements Lists (CDRLs)

Data to be delivered under this contract shall be that cited in the Contract Data Requirements List (CDRLs), Section J, Exhibit A. This CLIN is valid during the base period. This CLIN is not separately priced. Specific CDRL requirements shall be identified in each task order (T/O).

NET AMT

CPIF

Provide Supplies/Services outlined in the SOW, as defined in a fully-executed T/O. This CLIN includes labor only.

TARGET COST

TARGET FEE

TOTAL TGT COST + FEE

MINIMUM FEE

MAXIMUM FEE

SHARE RATIO ABOVE TARGET

SHARE RATIO BELOW TARGET

COST

Material/Approved ODCs are not fee bearing; however, do allow for payment of appropriate indirect costs. The NTE amount is inclusive of all direct and indirect costs. NOTE: Offerors must propose $8,659,000 for this CLIN.

MAX COST

COST

Travel is not fee bearing; however, allow for payment of appropriate indirect costs. The NTE amount is inclusive of all direct and indirect costs. NOTE: Offerors must propose $858,000 for this CLIN.

MAX COST

UNDEFINED

Data to be delivered under this contract shall be that cited in the Contract Data Requirements List (CDRLs). This CLIN is valid during the first option period. This CLIN is not separately priced. Specific CDRL requirements shall be identified in each task order (T/O).

NET AMT

CPIF

Provide Supplies/Services outlined in the SOW, as defined in a fully-executed T/O. This CLIN includes labor only.

TARGET COST

TARGET FEE

TOTAL TGT COST + FEE

MINIMUM FEE

MAXIMUM FEE

SHARE RATIO ABOVE TARGET

SHARE RATIO BELOW TARGET

COST

Material/Approved ODCs are not fee bearing; however, do allow for payment of appropriate indirect costs. The NTE amount is includive of all direct and indirect costs. NOTE: Offerors must propose $8,807,000 for this CLIN.

MAX COST

COST

Travel is not fee bearing; however, allow for payment of appropriate indirect costs. The NTE amount is inclusive of all direct and indirect costs. NOTE: Offerors must propose $882,000 for this CLIN.

MAX COST

UNDEFINED

Data to be delivered under this contract shall be that cited in the Contract Data Requirements List (CDRLs). This CLIN is valid during the Second Option Period. This CLIN is not separately priced. Specific CDRL requirements shall be identified in each task order (T/O).

NET AMT

CPIF

Provide Supplies/Services outlined in the SOW, as defined in a fully-executed T/O. This CLIN includes labor only.

TARGET COST

TARGET FEE

TOTAL TGT COST + FEE

MINIMUM FEE

MAXIMUM FEE

SHARE RATIO ABOVE TARGET

SHARE RATIO BELOW TARGET

COST

Material/Approvied ODCs are not fee bearing; however, do allow for payment of appropriate indirect costs. The NTE amount is inclusive of all direct and indirect costs. NOTE: Offerors must propose $8,957,000 for this CLIN.

MAX COST

COST

Travel is not fee bearing; however, allow for payment of appropriate indirect costs. The NTE amount is inclusive of all direct and indirect costs. NOTE: Offerors must propose $906,000 for this CLIN.

MAX COST

UNDEFINED

Data to be delivered under this contract shall be that cited in the Contract Data Requirements List (CDRLs). This CLIN is valid during the Third Option Period. This CLIN is not separately priced. Specific CDRL requirements shall be identified in each task order (T/O).

NET AMT

CPIF

Provide Supplies/Services outlined in the SOW, as defined in a fully-executed T/O. This CLIN includes labor only.

TARGET COST

TARGET FEE

TOTAL TGT COST + FEE

MINIMUM FEE

MAXIMUM FEE

SHARE RATIO ABOVE TARGET

SHARE RATIO BELOW TARGET

COST

Material/Approved ODCs are not fee bearing; however, do allow for payment of appropriate indirect costs. The NTE amount is inclusive of all direct and indirect costs. NOTE: Offerors must propose $9,109,000 for this CLIN.

MAX COST

COST

Travel is not fee bearing; however, allow for payment of appropriate indirect costs. The NTE amount is inclusive of all direct and indirect costs. NOTE: Offerors must propose $932,000 for this CLIN.

MAX COST

UNDEFINED

Data to be delivered under this contract shall be that cited in the Contract Data Requirements List (CDRLs). This CLIN is valid during the Fourth Option Period. This CLIN is not separately priced. Specific CDRL requirements shall be identified in each task order (T/O).

NET AMT

CPIF

Provide Supplies/Services outlined in the SOW, as defined in a fully-executed T/O. This CLIN includes labor only.

TARGET COST

TARGET FEE

TOTAL TGT COST + FEE

MINIMUM FEE

MAXIMUM FEE

SHARE RATIO ABOVE TARGET

SHARE RATIO BELOW TARGET

COST

Material/Approved ODCs are not fee bearing; however, do allow for payment of appropriate indirect costs. The NTE amount is inclusive of all direct and indirect costs. NOTE: Offerors must propose $9,264,000 for this CLIN.

MAX COST

COST

Travel is not fee bearing; however, allow for payment of appropriate indirect costs. The NTE amount is inclusive of all direct and indirect costs. NOTE: Offerors must propose $958,000 for this CLIN.

MAX COST

UNDEFINED

Data to be delivered under this contract shall be that cited in the Contract Data Requirements List (CDRLs). This CLIN is valid during the Fifth Option Period. This CLIN is not separately priced. Specific CDRL requirements shall be identified in each task order (T/O).

NET AMT

CLAUSES INCORPORATED BY FULL TEXT

C-01 SCOPE OF WORK (MAY 2005)

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

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 Operating Manual (NISPOM), DOD 5220.22-M.

D-02 PACKAGING AND MARKING OF HARDWARE ITEMS (APR 2009)

a. The contractor shall utilize best commercial practices for the preservation, packaging, marking and labeling of any hardware delivered under this contract to insure safe delivery at final destination. However, the contractor should also note the requirements of DFARS 252.211-7003, Item Identification and Valuation, if applicable.

b. Packaging and marking of hazardous materials shall comply with Title 49 of the Code of Federal Regulation and the International Maritime Dangerous Goods.

c. MARKING INSTRUCTIONS FOR MISSILE DEFENSE AGENCY (MDA) REQUIREMENTS – Request for marking instructions shall be submitted electronically at least 90 days prior to required delivery date, to:

Section E - Inspection and Acceptance

INSPECTION AND ACCEPTANCE TERMS

Supplies/services will be inspected/accepted at:

CLAUSES INCORPORATED BY REFERENCE

Section F - Deliveries or Performance

DELIVERY INFORMATION

N/A

N/A

N/A

N/A

N/A

N/A

N/A

N/A

N/A

N/A

N/A

N/A

N/A

N/A

N/A

N/A

N/A

N/A

Section G - Contract Administration Data

G-01 CONTRACT ADMINISTRATION (SEP 2010)

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: Belinda J. Williams Organizational Code: MDA/DACT Telephone Number: 256-450-4041 E-Mail Address: belinda.williams@mda.mil

b. CONTRACTING OFFICER’S REPRESENTATIVE/CONTRACTING OFFICER’S TECHNICAL REPRESENTATIVE

Neither the Contracting Officer’s Representative (COR) nor the Contracting Officer’s Technical Representative (COTR) is 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 and the COTR 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, a COR or a COTR 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: TBD Organizational Code:

Telephone Number:

E-Mail Address:

The COTR under this contract is:

Name: TBD Organizational Code:

Telephone Number:

E-Mail Address:

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/NCR is HQ0006, MDIOC is H95001, 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:

b. Submission of Vouchers under Cost Type Contracts

1. Contractors approved under the Defense Contract Audit Agency’s (DCAA) direct billing program may submit the first and subsequent interim vouchers directly to the disbursing office. Contractors participating in the direct billing program must provide a copy of the first interim voucher to the cognizant DCAA office within 5 days of its submission to the disbursing office.

2. Upon written notification to the contractor, DCAA may rescind the direct submission authority. Upon receipt of the notice to rescind the direct submission authority, the contractor will immediately begin to submit invoices for the affected contracts to DCAA.

3. When authorized by the DCAA in accordance with DFARS 242.803(b) (i) (C), the contractor may submit interim payment requests. Such authorization does not extend to the first and final vouchers. Vouchers requesting interim payments shall be submitted no more than once every two weeks. For indefinite delivery type contracts, interim payment requests shall be submitted no more than once every two weeks for each delivery order. There shall be a lapse of no more than 90 calendar days between performance and submission of an interim payment request.

4. The contractor agrees to segregate costs incurred under this contract at the level of performance, either task or subtask, or CLIN or SUBCLIN, rather than on a total contract basis, and to submit vouchers reflecting costs incurred at that level. Vouchers shall contain summaries of work charged during the period covered, as well as overall cumulative summaries for all work invoiced to date, by line item, subline item, task or subtask. Delivery orders will be segregated by individual order.

5. Prior to final voucher submission, the contractor must submit the final report/final deliverable to the contracting officer's representative (COR) for approval. The COR will provide to the contractor an e-mail stating acceptance of the final report/final deliverable. The contractor must attach the approval to the final voucher in WAWF and forward to the cognizant DCAA office and ACO for approval.

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.

Section H - Special Contract Requirements

H-01 LEVEL OF EFFORT (LOE) – FEE DETERMINATION (APR 2009)

a. In the performance of LOE-type Task Orders issued pursuant to Special Provision, “TASK ORDERS,”, the Contractor shall provide Direct Productive Labor Hours (DPLH) level of effort as set forth in Section B above within the time period as set forth in Section F hereof:

b. Direct Productive Labor Hours are defined as actual PRIME AND SUBCONTRACTOR (INCLUDING CONSULTANTS) work hours exclusive of vacation, holiday, sick leave and other absences.

c. It is understood and agreed that the Contractor may, without notice to the Government, increase or decrease the approved number of labor hours for each labor category by no more than 10% to the extent that the ceiling price and maximum DPLH for the Task Order are not exceeded. If for any labor category the DPLH delivered are greater than 110% of the DPLH specified for that labor category in the Task Order, then the DPLH in excess of 110% for that labor category are non-fee bearing. The Contracting Officer shall reduce the incentive fee of the Task Order by an amount equal to the fee per hour for each non-fee bearing hour. The computed fee per hour for this Task Order is $______, which represents the incentive fee divided by the total DPLH.

d. In accordance with FAR 16.306(d)(2), entitlement to the total incentive fee is subject to certification by the contractor to the Contracting Officer that he has exerted the total DPLH level of effort, has provided the reports called for, and the effort performed and reports provided are considered satisfactory by the Government.

e. The contractor may include in provisional vouchers incentive fee based on the percentage of level of effort hours exerted to the total level of effort hours stipulated in Section B, subject to the withholding reserve of the contract clause titled "Incentive Fee."

f. Nothing in this provision shall be construed to constitute authorization for the work not in accordance with the LIMITATION OF FUNDS provision of the contract.

H-03 TASK ORDERS (DEC 2010)

a. General. The task order procedures in this clause shall apply to CLINs 0001, 0002, and 0003, and if exercised Option CLINs 0005, 0006, 0007, 0009, 0010, 0011, 0013, 0014, 0015, 0017, 0018, 0019, 0021, 0022, and 0023. The Government may order up to the maximum Direct Productive Labor Hours (DPLHs) specified in the Schedule. For purposes of this contract, the term “Delivery/Task Order” is synonymous and interchangeable with the word “order” as used in Section I clauses FAR 52.216-18, 52.216-19 and 52.216-22. All Delivery/Task Orders are subject to the terms and conditions of this contract. In the event of a conflict between a Delivery/Task Order and this contract, the contract shall prevail.

b. Ordering. Task Orders will be issued in written form by the Contracting Officer. Normally, prior to issuing a Task Order, the Contracting Officer will request, and the Contractor shall provide a Task Plan for accomplishing the work.

(1) Draft Task Order. The Contracting Officer will issue a draft Task Order to the Contractor with a request to the Contractor to submit a plan for accomplishing the task. The draft Task Order will include the following information:

NOTE: Issuance of a draft Task Order does not authorize performance of this task.

(2) Task Plan. The Contractor shall submit a Task Plan within ten (10) calendar days after receipt of a draft Task Order. The Task Plan shall include:

(a) a brief description of the method and approach to accomplish the Task Order;

(b) estimated level of effort, in DPLHs by labor category, required to perform the task in the period of performance specified by the Task Order. (DPLHs to be delivered by the Contractor shall include all reimbursable labor hours worked regardless of source, prime or authorized subcontractor);

(c) the Contractor’s cost estimate, including all travel and other travel costs, with supporting rationale to perform the Task Order; and

(3) Task Order Issuance. Within ten (10) calendar days after receipt of the Task Plan, the Contracting Officer will provide either an executed Task Order, or advise the Contractor of changes required to the Task Plan. Once the Contractor and Contracting Officer have agreed on the contents of the Task Plan, the Contracting Officer will issue the Task Order, which includes the following:

(4) Alternate Procedure. When time will not permit the preparation of a Task Plan before commencement of work, the Contracting Officer may issue a Task Order specifying a maximum DPLH and estimated cost not to be exceeded pending agreement on the Task Plan.

(a) The Contractor shall begin performance promptly and submit a Task Plan within ten (10) calendar days after receipt of the Task Order.

(b) Within ten (10) calendar days after receipt of the Task Plan, the Contracting Officer will provide either a written Notice of Approval, issue a modification to the Task Order, or advise the Contractor of changes required to the Task Plan.

(c) Until such time as a Task Plan is approved, the Contractor shall limit the expenditure of DPLHs and costs at a rate such that the Task Order maximum DPLHs and ceiling price will not be exceeded prior to the completion of the task.

c. Task Order Modifications. Task Orders normally will be modified using the standard procedures for issuing Task Orders. In emergency circumstances, Task Orders may be modified orally by the Contracting Officer; oral modifications will be confirmed by issuance of a written Task Order modification within five working days from the time of the oral communication modifying the order.

d. Performance. Subject to the contract terms and conditions, and unless otherwise directed by the Contracting Officer, the Contractor shall initiate performance on new Task orders promptly upon receipt of a signed Task Order. Performance of work on new Task Orders prior to execution of an approved Task Order is not authorized and is at the Contractor’s own risk.

e. Cost and Labor Hour Limitation.

(1) The Contractor shall incur costs under this contract only in the performance of Task Orders and modifications to orders issued by the Contracting Officer. No other costs are authorized without the express written consent of the Contracting Officer. The Contractor will not be paid for expenditures above the maximum DPLHs for LOE tasks or the cost-plus-incentive-fee ceiling of any individual Task Order.

(2) To allow the Contractor the flexibility to utilize the optimum labor mix in performing each LOE Task Order, the Contractor may, without notice to the Government, increase or decrease the approved number of hours by no more than 10% for any labor category unless otherwise stated in the Task Order. These adjustments are allowable only to the extent that the maximum DPLHs (LOE) and ceiling price for the Task Order are not exceeded.

H-05 AUTHORIZED TRAVEL AND TRAVEL COSTS AS SPECIFIED UNDER A TRAVEL CLIN (APR 2009)

a. Travel. All contractor travel (non-local) that is directly billed under this contract as a specific travel CLIN (other than extended commuting travel as defined under paragraph c. below) must be approved in advance in writing by the COR using MDA Form 110.

b. Extended Commuting Travel.

(1) All contractor extended commuting travel under this contract must be approved by the COR and by the PCO using MDA Form 110. Such approval will be granted only after review and government acceptance of contractor documentation showing that extended commuting travel is the most effective means of fulfilling the government’s requirements – cost and other factors considered.

(2) Extended commuting travel may be authorized for up to 90 days at a time and must be authorized in advance as stated in b. (1) above.

c. Definition: Extended Commuting Travel – travel that occurs regularly in the performance of this contract where an individual or individuals travel back and forth from their normal place, or city of employment to another location or locations over a 30 day (or longer) period.

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

when not covered by Workmen's Compensation above

General Liability (Comprehensive) Bodily Injury $500,000 per occurrence

Automobile Liability (Comprehensive)

H-08 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.

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 releaseability” 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..

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. 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 a commercial overnight delivery service, addressed as follows:

* Insert name and address of COR

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 Section J, Attachment 5 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 (See Section J, Attachment 6).

(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 2011)

a. The Contractor shall submit all required visit clearances in accordance with current NISPOM regulations. Visit clearances shall identifythe contract number.

For Visit Requests to the National Capital Region send to:

For Visit Requests to Huntsville, AL send to:

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

H-12 CONTROL OF ACCESS TO MDA SPACES AND INFORMATION SYSTEMS (APR 2011)

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 organization’s Security Operations Center and the MDA Service Desk 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)

(lines may be added as necessary)

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-15 EXERCISE OF OPTIONS (MAY 2005)

Any option under this contract shall be exercised by a unilateral contract modification signed by the Contracting Officer. Specific contract line items or sub-line items delineating a description of the supplies or services, quantity requirements, and a corresponding delivery schedule for the exercised options shall be identified in the unilateral contract modification. The Government may exercise from time to time, either in whole or in part, some or all the option line items. An option may be exercised by issuance, within 30 days prior to the end of the current contract period, of a unilateral modification for the subsequent option requirements.

H-16 CONTRACTOR ACCESS TO PLANNING, PROGRAMMING, BUDGETING AND EXECUTION (PPBE) DATA (APR 2009)

a. In order to perform the requirements of this contract, the Contractor shall be required to receive, review, analyze, and prepare (hereinafter shall be referred to as "process") reports/data which contain Government Planning, Programming, Budgeting, and Execution (PPBE) data. However, the Missile Defense Agency is authorized to release PPBE data to the Contractor only after compliance with the provisions of this clause has been met. Additionally, the Contractor is also required to comply with the provisions of MDA Directive 7045.01, “Contractor Access to Planning, Programming, Budgeting, and Execution (PPBE) Data” where applicable.

b. The prime Contractor shall provide the following information to the Contracting Officer within fifteen (15) days from the date of this contract:

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

(2) Agents, consultants, and subcontractors related to this contract:

The Contracting Officer shall be immediately notified in writing in the event of any changes in b (1) or (2) above throughout the performance of this contract. With regard to competing on future MDA procurements, the Contractor must abide by the Organizational Conflict of Interest provisions of this contract.

c. PPBE data is defined as: Current or future Planning, Programming, Budgeting and Execution (PPBE) data regarding any activity relating to the MDA Program or any of its projects regardless of the funding source or date of the document.

(1) Planning data defines the national military strategy; integrates the military forces necessary to accomplish that strategy; prioritizes the resources for effectively accomplishing the mission; and provides decision options.

(2) Programming data reflects the systematic analysis of missions and objectives to be achieved, alternative methods, and effective allocation of limited resources.

(3) Budgeting data are detailed financial estimates of the MDA Program or any of its related projects.

(4) Execution data relates to the recording of expenditures that document how the funds were spent.

d. The following list of documents (which is exemplary but not all inclusive) obtained from DOD Directive 7045.14, “The Planning, Programming and Budgeting System (PPBS)”, May 22, 1984 and other sources are considered PPBE documents:

(1) PLANNING

(2) PROGRAMING

(3) BUDGETING

(4) EXECUTION

e. The Contractor shall be responsible for informing its personnel (hereinafter includes persons employed by the Contractor as an agent, consultant, or subcontractor) of the provisions of this clause and providing original MDA PPBE certifications “PPBE Non-Disclosure Agreements…