HQ0147-13-R-0005_DAU_LADSS_RFP.pdf

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Bradley .price@mda.mil; bradley .price@mda.smil.mil

RATING PAGE OF PAGES

7. ISSUED BY

(Date)

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

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

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

1 71

(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 6 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

See SECTION L conditions contained in this solicitation.

10. FOR INFORMATION

CALL:

A. NAME (NO COLLECT CALLS)

BRADLEY W. PRICE 256-450-3257

11. TABLE OF CONTENTS

SOLICITATION/ CONTRACT FORM

SUPPLIES OR SERVICES AND PRICES/ COSTS

2 - 5

X I CONTRACT CLAUSES

DESCRIPTION/ SPECS./ WORK STATEMENT X

PACKAGING AND MARKING

6 J LIST OF ATTACHMENTS

INSPECTION AND ACCEPTANCE

DELIVERIES OR PERFORMANCE

8 X K REPRESENTATIONS, CERTIFICATIONS AND

OTHER STATEMENTS OF OFFERORS

CONTRACT ADMINISTRATION DATA 9 - 12 X

SPECIAL CONTRACT REQUIREMENTS

OFFER (Must be fully completed by offeror) 13 - 28 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

29 - 37

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 ISSUED4. TYPE OF SOLICITATION

SEALED BID (IFB)

NEGOTIATED (RFP)

[ X ]

3. SOLICITATION NO.

HQ0147-13-R-0005

Section B - Supplies or Services and Prices

ITEM NO SUPPLIES/SERVICES MAX

QUANTITY

UNIT UNIT PRICE MAX AMOUNT

0001 1 Lot

Learning Asset Development

CPFF

Provide Supplies/Services in support of DAU Learning Capabilities Integration Center (LCIC) in accordance with the Performance Work Statement (PWS), as defined in a fully-executed T/O. This CLIN includes labor only. Orders against this line are on completion basis. The maximum cost for this CLIN is $90,000,000.00. The minimum cost for this CLIN is $5,000.00 which will be used for post award conference.

FOB: Destination

MAX COST

FIXED FEE

TOTAL MAX COST + FEE

FSC CD: U008

UNIT UNIT PRICE MAX AMOUNT

0002 1 Cost

Material/ ODCs

COST

Material/Approved Other Direct Costs (ODCs) in accordance with the PWS attached in Section J and the individual TO. Material/Approved ODCs are not fee bearing; however, do allow for payment of appropriate indirect costs. The Not To Exceed amount is inclusive of all direct and indirect costs. NOTE:

Offerors must propose $500,000.00 for this CLIN. The government doesn't anticipate Material/ODCs on majority of Task Orders. This is a place holder should the government need Material/ODCs for a specific Task Order.

UNIT UNIT PRICE MAX AMOUNT

0003 1 Cost

Travel

COST

Travel in accordance with the PWS attached in Section J and the individual task order. Travel is not fee bearing; however, allow for payment of appropriate indirect costs. The Not To Exceed amount is inclusive of all direct and indirect costs. NOTE: Offerors must propose $150,000 for this CLIN.

UNIT UNIT PRICE MAX AMOUNT

0004 1 Lot

Contract Data Requirements Lists-NSP

The contractor shall deliver all data, reports, and other deliverables in accordance with the Contract Data Requirements Lists (CDRLs), and DD1423 attached in Section J and the individual Task Order. The CDRLs are not separately priced

(NSP).

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) and/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 E - Inspection and Acceptance

INSPECTION AND ACCEPTANCE TERMS

Supplies/services will be inspected/accepted at:

CLIN INSPECT AT INSPECT BY ACCEPT AT ACCEPT BY

0001 Destination Government Destination Government 0002 Destination Government Destination Government 0003 Destination Government Destination Government 0004 Destination Government Destination Government

Section F - Deliveries or Performance

DELIVERY INFORMATION

CLIN DELIVERY DATE QUANTITY SHIP TO ADDRESS UIC

0001 POP 31-JUL-2014 TO

31-JUL-2019

N/A DEFENSE ACQUISITION UNIVERSITY

KAREN BYRD

9820 BELVOIR ROAD

FORT BELVOIR VA 22060-5565

HQ0049

0002 POP 31-JUL-2014 TO

31-JUL-2019

N/A (SAME AS PREVIOUS LOCATION)

0003 POP 31-JUL-2014 TO

N/A (SAME AS PREVIOUS LOCATION)

0004 POP 31-JUL-2014 TO

N/A (SAME AS PREVIOUS LOCATION)

CLAUSES INCORPORATED BY REFERENCE

52.242-15 Stop-Work Order AUG 1989 52.242-15 Alt I Stop-Work Order (Aug 1989) - Alternate I APR 1984 52.246-5 Inspection Of Services Cost-Reimbursement APR 1984 52.247-34 F.O.B. Destination NOV 1991

Section G - Contract Administration Data

252.232-7003 Electronic Submission of Payment Requests and Receiving

Reports

JUN 2012

252.232-7006 Wide Area WorkFlow Payment Instructions MAY 2013

252.204-0002 LINE ITEM SPECIFIC: SEQUENTIAL ACRN ORDER. (SEP 2009)

The payment office shall make payment in sequential ACRN order within the line item, exhausting all funds in the previous ACRN before paying from the next ACRN using the following sequential order: Alpha/Alpha;

Alpha/numeric; numeric/alpha; and numeric/numeric.

(End of clause)

G-01 CONTRACT ADMINISTRATION (MAY 2012)

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: Bradley Price

Organizational Code: MDA/DAC

Telephone Number: 256-450-3257

E-Mail Address: Bradley.Price@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: Keith Tyler

Telephone Number: 256-450-4036

E-Mail Address: Keith.Tyler@mda.mil

The COTR under this contract is:

Name: Karen Byrd

Organizational Code: DAU

Telephone Number: 703-508-5411

E-Mail Address: Karen.Byrd@dau.mil

c. CONTRACTING OFFICIAL FOR eSRS

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

Name: Bradley Price

Telephone Number: 256-450-3257

E-Mail Address: Bradley.Price@mda.mil

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

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: TBD on each Task order

G-10 SEGREGATION OF COSTS (MAY 2005)

For CLIN(s) 0001, 0002 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.

Section H - Special Contract Requirements

DACF/MAR 2014

SEPCIAL WORKS: INSERTION OF LIMITED OR RESTRICITED RIGHTS IN CONTRACT DELIVERABLE

(DACF/MAR 2014)

In accordance with DFAR 227.7106(a)(2) and 227.7205(a)(2), all works first created, generated, or produced and required to be delivered under this contract are subject to DFARS 252.227-7020. No item subject to Limited Rights as defined in DFARS 252.227-7013 or Restricted Rights as defined in DFARS 252.227-7014 shall be incorporated into any deliverable under this contract without written notification to, and the prior written authorization of the PCO. The Contractor’s written request to incorporate any such item into a deliverable shall include a rough order of magnitude cost estimate to provide the deliverable if the item cannot be used by the U.S. Government as intended, i.e. unlimited license rights. A request to incorporate an item with Limited Rights or Restricted Rights will not affect the scheduled delivery date of the affected deliverable.

252.204-7012 Safeguarding of unclassified controlled technical information NOV 2013

H-01 COMPLETION ORDERS – FEE DETERMINATION (JUN 2012)

a. For completion task orders, the fixed fee shall be prorated based on the percentage of work completed.

If, at the end of each task order period of performance, the Contractor has not completed the task, the fee may be reduced to reconcile the fee entitlement. No additional fee shall be paid on any cost overrun.

b. Nothing in this provision shall be construed to constitute authorization for work not in accordance with the “LIMITATION OF FUNDS” provision of the contract. In addition, nothing in this provision shall be construed to diminish the rights of the parties pursuant to the “LIMITATION OF FUNDS” provision of this contract. Nothing in this provision shall be construed to authorize the Contractor to start work under any task order issued under this contract without authorization from the Contracting Officer.

H-03 DELIVERY/TASK ORDERS (JUN 2012)

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

b. General. The delivery/task order procedures in this clause shall apply to CLIN 0001, 0002, 0003, and 0004. The Government may order up to the maximum estimated cost 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 FAR/DFARS clauses 52.216-19, 52.216-22 and 252.216-7006. 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.

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

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

(a) contract number, CLIN and PWS reference;

(b) description of the task to be performed;

(c) a period of performance for the task;

(d) description of the deliverables (as appropriate); and

(e) specify either LOE or completion and number of Labor Hours.

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

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

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

(b) estimated level of effort, in Labor Hours by labor category, required to perform the task in the period of performance specified by the Delivery/Task Order. (Labor Hours 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 Delivery/Task Order; and

(d) upon completion of negotiations, a certificate of Current Cost and Pricing Data, as required by FAR 15.403-4, shall be submitted to the Contracting Officer.

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

(a) Contracting Officer signature and date of order;

(b) Contract number, CLIN, order number and PWS reference;

(c) Description of the Task to be performed;

(d) For completion tasks, the estimated labor hours and cost-plus-fixed-fee;

(e) The period of performance for the task; and

(f) Deliverables including applicable CDRLs.

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

(a) The Contractor shall begin performance promptly and submit a Delivery/Task Plan within ten

(10) calendar days after receipt of the Delivery/Task Order.

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

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

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

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

f. Cost Limitation.

(1) The Contractor shall incur costs under this contract only in the performance of Delivery/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 cost-plus-fixed-fee ceiling of any individual Delivery/Task Order (Completion).

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 and/or by the Procuring Contracting Officer (PCO) using MDA Form 110.

b. Extended Commuting Travel.

(1) All contractor extended commuting travel under this contract must be approved by the COR 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, Liability, 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-08 PUBLIC RELEASE OF INFORMATION (Jun 2013)

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 must 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 must be submitted to MDA for review and approval prior to release to the public. Subcontractor public information materials must be submitted for approval through the prime contractor to MDA.

c. Upon request, the Contracting Officer’s Representative (COR) will provide the contractor the MDA Form 003, “Security and Policy Review” or any superseding MDA form. The contractor must complete Sections A-C and E-H of the Form 003 (or comply with the instructions of any superseding form) and submit it to the COR with the materials to be cleared. 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.

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

(1) the completed Form 003 and one (1) electronic copy of the material to be reviewed. File size must not exceed 25MB; and,

(2) a written statement, including:

(a) to whom the material is to be released;

(b) the desired date for public release;

(c) a 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.

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

f. Outlines, rough drafts, marked-up copy (with handwritten notes), incorrect distribution statements, For Official Use Only (FOUO) information, export controlled, or International Traffic in Arms Regulations

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

j. Once information has been cleared for public release, it is in the public domain and must always be used in its originally cleared context and format. 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.

H-09 ORGANIZATIONAL CONFLICT OF INTEREST (DACF/Oct 2013)

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. 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.

c. Access to and Use of Nonpublic Information: If the Contractor, in performance of this contract, obtains access to nonpublic 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) release such information.

d. Access to and Protection of Proprietary Information: The Contractor agrees to exercise diligent effort to protect proprietary information from misuse or unauthorized disclosure in accordance with the provisions of FAR 9.505-4.

The Contractor may be required to enter into a written non-disclosure agreement with the third party asserting proprietary restrictions.

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 Defense Acquisition University (DAU), 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 if necessary to neutralize a resulting organizational conflict of interest; 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 via the Contracting Officer by submitting a full written description of the requested waiver and the reasons in support thereof.

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 are defined as: Program Managers, Task Order Project Managers, Instructional System Designers, and Subject Matter Experts.

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-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. Prior to contract award, the contractor shall identify any lawful U.S. permanent residents and foreign nationals expected to be involved on this project as a direct employee, subcontractor or consultant. For these individuals, in addition to resumes, please specify their country of origin, the type of visa or work permit under which they are performing and an explanation of their anticipated level of involvement on this project. You may be asked to provide additional information during negotiations in order to verify the foreign citizen’s eligibility to participate on a contract. Supplemental information provided in response to this clause will be protected in accordance with

Privacy Act (5 U.S.C. 552a), if applicable, and the Freedom of Information Act (5 U.S.C. 552(b)(6)). After award of the contract, the Contractor shall promptly notify the Contracting Officer and Contracting Officer's Representative with the information above prior to making any personnel changes involving foreign persons. No changes involving foreign persons will be allowed without prior approval from the Contracting Officer. This clause does not remove any liability from the contractor to comply with applicable ITAR and EAR export control obligations and restrictions. This clause shall be included in any subcontract."

H-29 COMMERCIAL COMPUTER SOFTWARE LICENSE (Mar 2013)

a. Unless otherwise approved by the PCO, commercial computer software licenses shall, upon delivery and acceptance, designate the U.S. Government as a contingent licensee, able to replace the Contractor as the primary licensee upon notifying the licensor. A copy of the negotiated license shall be furnished to the PCO. The terms of the licenses cannot be inconsistent with Federal procurement law and must satisfy user needs. This includes the Contractor's / subcontractor's needs for the software to perform this contract and the Government's needs for the software to accomplish the Government's ultimate objectives. At a minimum, this shall include the rights to make an archive copy of the software, to relocate the computer on which the software resides, to re-host the software on a different computer, to permit access by support contractors, and to permit the Government to transfer the license to another contractor.

b. Nothing in this clause shall take precedence over any other clause or provision of this contract.

Government concurrence, as defined in paragraph a above, does not in any way affect the Government's technical data rights as established by the terms and conditions of this contract.

H-30 CONTRACTUAL TERMS & CONDITIONS (Jun 2010)

The terms and conditions herein constitute the entire contract and understanding of the parties and shall supersede all other communications, negotiations, arrangements and agreements, either oral or written, with respect to the subject matter hereof. All proposal documentation including, but not limited to, red line contract terms and conditions, red line statements of work and/or ground rules and assumptions are hereby void and carry no force or affect as it pertains to the interpretation or operation of the language of the instant contract nor should such language be used to provide meaning to any of the terms or conditions contained herein.

H-35 INCORPORATING COMMERCIAL AND OPEN SOURCE SOFTWARE (Aug 2012)

a. DFARS 252.227-7014(d) requires the written approval of the PCO before the Contractor may incorporate any copyrighted computer software in the software to be delivered under this contract.

b. A request for approval to incorporate Commercial Computer Software should be accompanied by a license that conforms with the requirements of the Commercial Computer Software Licenses clause of this contract.

c. A request for approval to incorporate Open Source Software must be accompanied by the applicable license, a detailed description of the source of the software and how it has been or will be used, and an explanation of the restrictions imposed and potential risks and liabilities.

d. Nothing in this clause shall take precedence over any other clause or provision of this contract.

Government concurrence, as defined in paragraph a above, does not in any way affect the Government's technical data rights as established by the terms and conditions of this contract.

H-36 CONTRACTOR IDENTIFICATION AND ASSERTION OF RESTRICTIONS ON THE

GOVERNMENT’S USE, RELEASE, OR DISCLOSURE OF NON-COMMERCIAL TECHNICAL DATA OR

COMPUTER SOFTWARE (DEC 2011)

a. The contractor and its subcontractors shall provide a completed Attachment in accordance with DFARS 252.227-7017 entitled "Identification and Assertion of Restrictions on the Government's Use, Release, or Disclosure of Technical Data or Computer Software" that is signed and dated by a responsible official of the Contractor. This Attachment is incorporated herein by reference as if fully set forth. The Attachment identifies and provides information pertaining to technical data (including computer software documentation) and computer software that the contractor and subcontractors claim to qualify for delivery with less than Unlimited Rights. The contractor agrees not to withhold delivery of the technical data or software based on its claims. The Government shall investigate the validity of the contractor's claims and therefore reserves all its rights regarding the technical data/software in question, to include those rights set forth in: DFARS 252.227-7013, Rights in Technical Data - Noncommercial Items; DFARS 252.227-7014, Rights in Noncommercial Computer Software and Noncommercial Computer Software Documentation; DFARS 252.227-7019, Validation of Asserted Restrictions--Computer Software; DFARS 252.227-7028, Technical Data or Computer Software Previously Delivered To the Government;

and, DFAR 252.227-7037, Validation Of Restrictive Markings On Technical Data clauses until a determination is made.

b. The contractor shall have, maintain, and follow written procedures sufficient to assure that restrictive markings/legends are used only when authorized by the terms of this contract and shall maintain records sufficient to justify the validity of any restrictive markings/legends on any technical data or computer software or computer software documentation delivered under this contract. The Contractor agrees that the Government has Unlimited Rights as defined by DFARS 252.227-7013 and 252.227-7014 in any deliverable technical data or computer software or computer software documentation not listed in the Attachment and that such data or software will not be subject to any restrictive markings or legends.

H-37 INSERTION OF LIMITED OR RESTRICTED RIGHTS (DEC 2010)

a. Hardware items which are subject to Limited Rights in their associated technical data as defined in DFARS 252.227-7013 and software items which are subject to Restricted Rights as defined in DFARS 252.227- 7014 shall not be incorporated into the design of any systems, or models/simulations thereof under this contract without the prior written authorization of the PCO. The Contractor’s request shall include a rough order of magnitude (ROM) estimate to perform development if the data or software cannot be used as requested. If the PCO does not provide a decision within 30 days of the request, the request is considered denied. In the event the PCO authorizes inclusion of the Limited Rights technical data and/or Restricted software, such data or software will be added as an attachment within Section J.

b. Using Government assets in an Independent Research and Development (IRAD) project may be authorized on a case by case basis. The Contractor’s request shall include an offer of consideration for use of such Government assets. The Government will evaluate the request, including the Contractor’s offer of consideration, and either approve, deny, or offer an alternative form of consideration. Any such consideration will be mutually agreed to by the parties prior to use of Government assets. Consideration should include, at a minimum, specially negotiated rights granting the Government a license for Government Purpose Rights IAW DFARS 252.227-7013 and 252.227-7014 in the subject IRAD project. When the Contractor requests the use of Government assets for an IRAD project, the request shall include the purpose of the IRAD project and the potential benefit to the Government.

The Contractor will be required to execute a bailment agreement prior to the transfer or use of Government assets.

H-43 IMPACT OF GOVERNMENT TEAM PARTICIPATION/ACCESS (JUN 2012)

The Government/Contractor organizational/interface approach (e.g., Integrated Product Teams, Team Execution Reviews, Technical Interchange Meetings, and/or Working Groups), will require frequent, close interaction and/or surveillance between the Government and Contractor/subcontractor team members during contract performance.

For this purpose the Contractor, recognizing its privity of contract with the Government, authorizes the Government to communicate directly with, and where appropriate visit as well as monitor, the Contractor's subcontractors. This access/interface is necessary to support the Government's quality and program management approach which emphasizes systematic surveillance and evaluation techniques used to assess Contractor /subcontractor performance.

Government team members may offer advice, information, support, and facilitate rapid Government feedback on team-related products, provide clarification, and review Contractor/subcontractor progress; however, the responsibility and accountability for successfully accomplishing the requirements of this contract remain solely with the Contractor. Neither the Contractor nor the subcontractor shall construe such advice, surveillance, reviews and clarifications by Government team members as Government-directed changes to the terms of this contract. The PCO is the only individual authorized to direct or approve any change to the terms of this contract.

H-45 AS IS GOVERNMENT FURNISHED DATA/DOCUMENTATION AND COMPUTER SOFTWARE

(Jan 2013)

All technical data and computer software (as defined in DFARS 252.227-7013 and DFARS 252.227-7014) furnished by the Government is in an "as is" condition without any warranty as to its accuracy, completeness, or adequacy. The contractor shall use this technical data and computer software at its own risk. The Government assumes no responsibility for such furnished data/documentation/computer software nor will the Government have any liability for equitable adjustments to the terms and conditions of this contract should such data/documentation/computer software prove to be inaccurate, incomplete, or otherwise defective.

Section I - Contract Clauses

52.202-1 Definitions NOV 2013 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 52.203-7 Anti-Kickback Procedures OCT 2010 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

OCT 2010

52.203-13 Contractor Code of Business Ethics and Conduct APR 2010 52.203-14 Display of Hotline Poster(s) DEC 2007 52.203-17 Contractor Employee Whistleblower Rights and Requirement

To Inform Employees of Whistleblower Rights

SEP 2013

52.204-2 Security Requirements AUG 1996 52.204-4 Printed or Copied Double-Sided on Postconsumer Fiber

Content Paper

MAY 2011

52.204-7 System for Award Management JUL 2013 52.204-8 Annual Representations and Certifications DEC 2012 52.204-9 Personal Identity Verification of Contractor Personnel JAN 2011 52.204-10 Reporting Executive Compensation and First-Tier

Subcontract Awards

JUL 2013

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

AUG 2013

52.210-1 Market Research APR 2011 52.211-15 Defense Priority And Allocation Requirements APR 2008 52.215-2 Audit and Records--Negotiation OCT 2010 52.215-8 Order of Precedence--Uniform Contract Format OCT 1997 52.215-11 Price Reduction for Defective Certified Cost or Pricing Data--

Modifications

AUG 2011

52.215-13 Subcontractor Certified Cost or Pricing Data--Modifications OCT 2010 52.215-14 Integrity of Unit Prices OCT 2010 52.215-15 Pension Adjustments and Asset Reversions OCT 2010 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 52.215-21 Requirements for Certified Cost or Pricing Data or

Information Other Than Certified Cost or Pricing Data-- Modifications

OCT 2010

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 JUN 2013 52.216-8 Fixed Fee JUN 2011 52.216-11 Cost Contract--No Fee APR 1984 52.217-5 Evaluation Of Options JUL 1990 52.219-8 Utilization of Small Business Concerns JUL 2013 52.219-9 Small Business Subcontracting Plan JUL 2013 52.219-16 Liquidated Damages-Subcontracting Plan JAN 1999 52.219-25 Small Disadvantaged Business Participation Program--

Disadvantaged Status and Reporting

JUL 2013

52.219-28 Post-Award Small Business Program Rerepresentation JUL 2013 52.222-3 Convict Labor JUN 2003 52.222-21 Prohibition Of Segregated Facilities FEB 1999 52.222-26 Equal Opportunity MAR 2007 52.222-35 Equal Opportunity for Veterans SEP 2010 52.222-36 Affirmative Action For Workers With Disabilities OCT 2010 52.222-37 Employment Reports on Veterans SEP 2010 52.222-40 Notification of Employee Rights Under the National Labor

Relations Act

DEC 2010

52.222-50 Combating Trafficking in Persons FEB 2009 52.222-54 Employment Eligibility Verification JUL 2012 52.223-6 Drug-Free Workplace MAY 2001 52.223-10 Waste Reduction Program MAY 2011 52.223-16 Alt I IEEE 1680 Standard for the Environmental Assessment of

Personal Computer Products (Dec 2007) Alternate I

DEC 2007

52.223-18 Encouraging Contractor Policies To Ban Text Messaging While Driving

AUG 2011

52.225-13 Restrictions on Certain Foreign Purchases JUN 2008 52.225-25 Prohibition on Contracting with Entities Engaging in Certain

Activities or Transactions Relating to Iran-- Representation and Certifications.

DEC 2012

52.226-1 Utilization Of Indian Organizations And Indian-Owned Economic Enterprises

JUN 2000

52.227-1 Authorization and Consent DEC 2007 52.227-2 Notice And Assistance Regarding Patent And Copyright

Infringement

DEC 2007

52.227-3 Patent Indemnity APR 1984 52.227-11 Patent Rights--Ownership By The Contractor DEC 2007 52.228-7 Insurance--Liability To Third Persons MAR 1996 52.230-2 Cost Accounting Standards MAY 2012 52.230-6 Administration of Cost Accounting Standards JUN 2010 52.232-9 Limitation On Withholding Of Payments APR 1984 52.232-17 Interest OCT 2010 52.232-18 Availability Of Funds APR 1984 52.232-20 Limitation Of Cost APR 1984 52.232-22 Limitation Of Funds APR 1984 52.232-23 Assignment Of Claims JAN 1986 52.232-25 Prompt Payment JUL 2013 52.232-25 (Dev) Payments in Support of Emergency and Contingency

Operations (Deviation 2009-O0011)

AUG 2009

52.232-25 Alt I Prompt Payment (Oct 2008) Alternate I FEB 2002

52.232-33 Payment by Electronic Funds Transfer--System for Award Management

JUL 2013

52.233-1 Disputes JUL 2002 52.233-1 Alt I Disputes (Jul 2002) - Alternate I DEC 1991 52.233-2 Service Of Protest SEP 2006 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 52.242-1 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 Changes--Cost-Reimbursement AUG 1987 52.243-2 Alt II Changes--Cost Reimbursement (Aug 1987) - Alternate II APR 1984 52.243-7 Notification Of Changes APR 1984 52.244-2 Subcontracts OCT 2010 52.244-5 Competition In Subcontracting DEC 1996 52.245-1 Government Property APR 2012 52.245-1 Alt I Government Property (Apr 2012) Alternate I APR 2012 52.245-9 Use And Charges APR 2012 52.246-5 Inspection Of Services Cost-Reimbursement APR 1984 52.246-23 Limitation Of Liability FEB 1997 52.246-25 Limitation Of Liability--Services FEB 1997 52.247-1 Commercial Bill Of Lading Notations FEB 2006 52.248-1 Value Engineering OCT 2010 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

SEP 2011

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 SEP 2013 252.203-7003 Agency Office of the Inspector General DEC 2012 252.204-7000 Disclosure Of Information DEC 1991 252.204-7003 Control Of Government Personnel Work Product APR 1992 252.204-7004 Alt A System for Award Management Alternate A MAY 2013 252.204-7005 Oral Attestation of Security Responsibilities NOV 2001 252.204-7006 Billing Instructions OCT 2005 252.204-7012 Safeguarding of unclassified controlled technical information NOV 2013 252.209-7004 Subcontracting With Firms That Are Owned or Controlled By

The Government of a Terrorist Country

MAR 2014

252.209-7994 Representation by Corporations Regarding an Unpaid Delinquent Tax Liability or a Felony Conviction under any Federal Law—Fiscal Year 2014 Appropriations (Deviation)

OCT 2013

252.211-7007 Reporting of Government-Furnished Property AUG 2012 252.215-7000 Pricing Adjustments DEC 2012 252.215-7002 Cost Estimating System Requirements DEC 2012 252.219-7003 Small Business Subcontracting Plan (DOD Contracts) AUG 2012

252.219-7004 Small Business Subcontracting Plan (Test Program) JAN 2011 252.223-7004 Drug Free Work Force SEP 1988 252.225-7002 Qualifying Country Sources As Subcontractors DEC 2012 252.225-7004 Report of Intended Performance Outside the United States and Canada--Submission after Award

FEB 2014

252.225-7006 Quarterly Reporting of Actual Contract Performance Outside the United States

OCT 2010

252.225-7012 Preference For Certain Domestic Commodities FEB 2013 252.225-7048 Export-Controlled Items JUN 2013 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 FEB 2014 252.227-7014 Rights in Noncommercial Computer Software and

Noncommercial Computer Software Documentation

FEB 2014

252.227-7015 Technical Data--Commercial Items FEB 2014 252.227-7016 Rights in Bid or Proposal Information JAN 2011 252.227-7017 Identification and Assertion of Use, Release, or Disclosure

Restrictions

JAN 2011

252.227-7018 Rights in Noncommercial Technical Data and Computer Software--Small Business Innovation Research (SBIR) Program

FEB 2014

252.227-7019 Validation of Asserted Restrictions--Computer Software SEP…