OMAC3_Amendment_1-1_DEC__17-REV_4.docx

N39430-18-R-2004

SECTION SF 30 BLOCK 14 CONTINUATION PAGE

SUMMARY OF CHANGES

SECTION SF 30 - BLOCK 14 CONTINUATION PAGE

The following have been added by full text:

SUMMARY OF CHANGES

The following changes are hereby incorporated as Amendment 01:

A. Section M Factor 1 Technical Experience. Page 69 Paragraph 1 is amended as follows:

Remove: The Offeror shall provide a minimum of five (5) projects/contracts and a maximum of ten (10) projects/contracts, completed by the prime within the past five (5) years. At least one (1) project/contract must be a minimum dollar value of $5 million.

Replace with: The Offeror shall provide a minimum of five (5) projects/contracts and a maximum of ten (10) projects/contracts, completed by the Offeror within the past five (5) years. At least one (1) project/contract must be a minimum dollar value of $2 million.

B. Section M Factor 1 Technical Experience. Page 69 Paragraph 2 is amended as follows:

Remove: Joint Ventures shall provide experience for both members of the JV in any combination.

Replace with: Joint Ventures or Teaming Arrangements shall provide experience for both members of the JV or Teaming Arrangement in any combination. Offerors must demonstrate that both Joint Venture Partners or both Team Members are represented in the proposal. Offerors that demonstrate both Joint Venture Partners or both Team Members are equally represented may be rate higher. Prime experience will be weighted higher than subcontractor experience.

C. Section M Factor 1 Technical Experience. Page 69 Paragraph 6 is amended as follows:

Remove: If a joint venture is proposed, describe the roles of each joint venture member in the management of the contract. Provide information on the structure and decision making responsibilities of the partners in terms of who will control the manner and method of performance of work.

Replace with: If a joint venture or teaming arrangement is proposed, describe the roles of each joint venture member or teaming partner in the management of the contract. Provide information on the structure and decision making responsibilities of the partners in terms of who will control the manner and method of performance of work.

D. Section M Factor 4 Past Performance - Page 72 Paragraph 6 amended as follows:

Remove: Offerors for whom past performance information is not available or is so sparse that no rating can be reasonably assigned will not be evaluated favorably or unfavorably and, as a result, will receive an “Unknown Confidence” rating for this factor. Offerors receiving a Limited Confidence or No Confidence rating will be considered ineligible for award.

Replace with: Offerors for whom past performance information is not available or is so sparse that no rating can be reasonably assigned will not be evaluated favorably or unfavorably and, as a result, will receive an “Unknown Confidence” rating for this factor.

E. Section M Factor 1 Technical Experience - Page 69 Paragraph 1 amended as follows:

Remove: The Offeror shall provide a minimum of five (5) projects/contracts and a maximum of ten (10) projects/contracts, completed by the prime within the past five (5) years. At least one (1) project/contract must be a minimum dollar value of $5 million.

Replace with: The Offeror shall provide a minimum of five (5) projects/contracts and a maximum of ten (10) projects/contracts, completed by the prime within the past five (5) years. At least one (1) project/contract must be a minimum dollar value of $2 million.

F. Section L.2 (1) is revised as follows:

a through e shall be submitted separately from Volumes I and II. Only one original of these documents is required.

G. Government Responses to the following Requests For Information (RFI):

1. Section M, Factor 5, Table 1 Labor Categories, pg. 76.

a. The government does not provide labor category descriptions for the labor categories listed in Table 1 to assist in determining wages. Will the government please provide labor category descriptions for each labor category?

Answer: It is anticipated that Service Contract Labor Standards will not be applicable to most task orders based on DOL guidelines. DOL guidelines state that if less than 10 - 20% of the work is performed by a service employee, the contract is not covered by SCA. If a wage determination is required, it will be added in that specific project task order request for proposal.

2. Section M, Factor 5 c, Material Costs, pg. 77

a. The Government states “Applicable burdens, if any, should be added by the Offeror when preparing (reference the Attachment in Section J of the solicitation).” Are General and Administrative (G&A), Fee, and required insurance(s) allowable burdens on the material, travel, and subcontractor estimates provided in Section J?

Answer: The Government reply consists of three parts. (i) General and administrative (G&A) indirect expenses pertain to operation expenses rather that to expenses that can be directly related to the production of any goods or services, including rent, utilities, insurance and managerial salaries. G&A indirect expenses are generally an allowable burden. (ii) The nature and/or circumstances surrounding a fee expense would need to be considered for determining allowability pursuant to the cost principles of the federal acquisition regulations. (iii) The cost burden rate is the allocation rate at which indirect costs (such as G&A expenses) are applied to direct cost inputs, such as labor, material, travel and subcontract costs. Offeror should add/apply burden to the direct cost inputs when offeror wants to present the total absorbed cost of these items.

3. Section C.3.4 Key Personnel Requirements, pg. 11 and FACTOR 5 – COST (Volume II), Table 1, pg. 76

a. The Government listed a Project Manager under the Key Personnel Requirements section, C.3.4, but under Factor 5, Section M, the government has used the position of Program Manager instead of Project Manager in the estimating tables. There is a distinct difference in the positions of Program Manager versus Project Manager in terms of wages. Which labor category/position is correct?

Answer: Chart on page 76 should read “project manager”.

4. PWS – C.3.2.1 pg. 7

a. “The contractor shall travel to Government facilities and other locations to perform the services as described in Section 4.0 of this Performance Work Statement.” Section 4.0 of the PWS refers to Intellectual Property Rights. We assume this is an incorrect reference, what is the correct PWS reference for travel?

Answer: The correct reference is C.3.3.

5. PWS – C.3.4.1 Senior Program Manager, pg. 11

a. Would the government consider on each of the degree requirements for the key personnel, adding the words “or degree equivalent years of experience”?

Answer: No.

6. Section L.2 (1) b-e, pg. 63; Section L.2(2e-h) pg. 64

a. Please clarify where in the hard copy and on which CD do you want Offerors to put these documents?

Answer: See above paragraph F.

7. Section L.2 (2) e. pg. 64

a. This section references “Pages submitted which exceed the limits in the chart above will not be considered in the evaluation.” There is no “chart above” containing page limits. Please provide the referenced chart.

Answer: Chart incorporated as follows:

PROPOSAL VOLUME PAGE LIMITS

8. Section L.2 (2e) pg. 64

a. Offerors may only submit 11” x 17” page foldouts in lieu of 8.5” x 11” pages to accommodate graphics and tables. Does an 11 x 17 page fold out count as 1 page or 2 pages?

Answer: One page.

9. M.3 Factor 1 – Technical Experience pg. 68-69

a. Paragraph references “Section C (C.3.4.1 through C.3.4.16)”, however, these paragraphs do not exist in the PWS. Does the government intend this to read Section C (C.3.3.1 through C.3.3.16)? Please clarify.

Answer: Yes.

10. Section L-3 (5),Pg. 65; M.3. Factor 1 – Technical Experience pg. 68-69

a. In Section L-3 (5) states “All offerors proposing joint venture or teaming arrangement whose resources are relied on in response to the requirements of the RFP.” The requirement in M.3 Factor 1 states “The Offeror shall provide a minimum of 5 projects/contracts and a maximum of 10 projects/contracts completed by the prime within the past 5 years.” If Offerors are relying on subcontractors under teaming arrangements to meet all the requirements of the RFP, it infers that we may submit Technical Experience Project Information for subcontractors. Please confirm that offerors may submit, as part of the 5 to 10 projects/contracts, work executed by subcontractors.

Answer: See above paragraph B.

11. M.3. Factor 1 – Technical Experience pg. 68-69

a. The requirement states “Project information must include the contract number, project title, location, award date, completion date, and award amount. Project information must include a detailed description of the project that clearly describes the scope of work and its relevancy to the element(s) in Section C. Description shall also identify the contract type (ie. CPFF, FFP, etc). Provide customer point of contact to include the customer’s name, telephone number, and e-mail address. Page Limitation for Experience is one (1) page per project.” We believe that to adequately explain the relevancy and include all the required project information requires more than one page. To give the government enough information to adequately evaluate relevancy, we suggest adding an additional page for each project/contract.

Answer: Comment noted. Page limit remains at one page.

12. M.3. Factor 1(a) last paragraph – Technical Experience pg. 68-69

a. The requirement states “If a joint venture is proposed, describe the roles of each joint venture member in the management of the contract. Provide information on the structure and decision making responsibilities of the partners in terms of who will control the manner and method of performance of work.” “Page Limitation for Experience is one (1) page per project.” To describe the Joint Venture arrangement requires page count not accounted for in the page limitations for Factor 1. Will the government please provide pages in addition to the project information page count for Factor 1?

Answer: There is no limit on the number of pages to support the Joint Venture/Teaming Agreement.

13. M.3. Factor 1 – Technical Experience pg. 68-69

a. The requirement states “Note: Joint Ventures shall provide experience for both members of the JV in any combination.” Throughout the RFP the government has utilized Joint Ventures/Teaming Arrangements in combination. Does this note also apply to past experience of subcontractors with whom we have a teaming arrangement?

Answer: Yes. The offeror may propose as a Joint Venture or as another acceptable Teaming Arrangement consisting of current partners (ie. current prime and current subcontractor relationships).

14. M.3. Factor 1 – Technical Experience pg. 68-69

a. Requirement states “At least one project/contract must be a minimum dollar value of $5 million.” “Definition: A project/contract is defined as a task order/delivery order or stand-alone contract.” To meet this $5 million requirement can Offerors roll up task orders under an IDIQ contract?

Answer: No. A project/contract is defined as a task order/delivery order or stand-alone contract. As stated above the requirement has been revised from $5M to $2M.

15. M.3. Factor 1 – Technical Experience pg. 68-69

a. The requirement in M.3 Factor 1 states “The Offeror shall provide a minimum of 5 projects/contracts and a maximum of 10 projects/contracts completed by the prime within the past 5 years.” Will the government accept non-U.S Federal experience as a project/contract?

Answer: Yes.

16. M.3. Factor 5 – Cost a (iii) a. pg. 75 -76

a. Is the Offeror required to have each key and non-key personnel for each labor category staffed prior to proposal submittal or will salary research, for those positions not staffed, be an acceptable method for estimating the hourly wage rate?

Answer: The Offeror is not required to staff each key and non-key personnel labor category prior to proposal submittal. For those labor categories that are not staffed for which offeror must estimate an hourly rate, the suggested method of a salary research or survey is an acceptable approach. Keep in mind the following:

As for the IDIQ CPFF segment, the RFP (page 75 of 82) contains proposal instructions for offeror to provide, in part, a written basis of estimate for (labor) rates proposed and any information reasonably required to explain the estimating process.

As for the IDIQ FFP segment, the RFP does not require offeror to provide written support or justification for labor rates proposed. The labor hourly rates proposed for the FFP portion may differ from those proposed for the CPFF portion without offeror further explanation or justification. As indicated in the RFP (page 81 of 82), the labor hourly rates proposed for the FFP portion will be contractually binding as maximum rates on the company if award is made to the offeror.

17. M.3. Factor 5 – Cost Table 1 and Table 2 pg. 76; PWS 3.4 Key Personnel Qualifications

a. Table 1 and Table 2 – “Labor Categories and Annual hours for developing the CPFF Estimates” lists the labor categories and hours for each position to be priced. PWS 3.4 describes the qualifications for each listed in the table except for General Labor and Administration. To adequately price these positions, a labor category description is needed. Will the Government provide labor category descriptions for the General Admin and General Labor categories?

Answer: The labor categories are defined as:

b. General Admin - Perform routine clerical and administrative functions such as drafting correspondence, scheduling appointments, organizing and maintaining paper and electronic files, or providing information to callers. Excludes legal, medical, and executive secretaries.

c. General Labor - Help installation, maintenance, and repair workers in maintenance, parts replacement, and repair of vehicles, industrial machinery, and electrical and electronic equipment. Perform duties such as furnishing tools, materials, and supplies to other workers; cleaning work area, machines, and tools; and holding materials or tools for other workers.

18. M.3. Factor 5 – Cost (iii) a

a. General pricing approach. For bidding purposes, will the Government please provide a wage determination or location for the positions where Service Contract Labor Standards are applicable?

Answer: See answer to question 1 above.

19. M.3. Factor 5 – Cost (iii) a

a. General pricing approach. May Offeror apply fee to non-labor costs?

Answer: The Government interprets the term ‘fee’ to mean fixed fee under the cost plus fixed fee (CPFF) portion of the IDIQ contract. This acquisition office has observed various methods employed by offerors/contractors for determining a fixed fee amount, including applying a fixed fee percentage to total project costs or portion thereof. An offeror’s methodology or calculation of the fixed fee amount may include (or exclude) non-labor costs.

20. (C.3.4, pg. 11), project experience (M.3, pg. 69)

a. If we have teaming agreements with subcontractors, are we permitted to use their personnel (C.3.4, pg. 11), project experience (M.3, pg. 69) in our proposal? Can one of these subcontractor projects satisfy the requirement for a project valued at $5 million or more?

Answer: C.3.4 Key Personnel Requirements refers to preparing proposals for future task orders—not this current solicitation.

Yes, a subcontractor who is part of a teaming arrangement may submit projects to satisfy the requirement. Note: $5million has been revised to $2 million in above paragraph A.

21. If we have one large >$5M, recent project but that was split into separate annual contracts, will that fulfil the >$5M project requirement listed on the top of page 69?

Answer: See RFP, M.3 Evaluation Factors, Factor 1 Technical Experience, paragraph 3, Definition: A project/contract is defined as a task order/delivery order or stand-alone contract.

See A. above. “At least one (1) project/contract must be a minimum dollar value of $2 million.”

22. We have heard that 50% of the work must be done by a small business (with the prime small business leading 100% of the work), but we cannot locate where in the RFP that this is stipulated. Is this a requirement? If it is a requirement, does this mean 50% of the work in terms of labor dollars or total dollars (incl. material/equip procurement)? And does the 50% small business requirement apply only to the overall 5-year OMAC contract, or to individual task orders as well?

Answer. 52.219-14 Limitation of Subcontracting has been added in full text:

Limitations on Subcontracting (Jan 2017)

(a) This clause does not apply to the unrestricted portion of a partial set-aside.

(b) Applicability. This clause applies only to--

(1) Contracts that have been set aside or reserved for small business concerns or 8(a) participants;

(2) Part or parts of a multiple-award contract that have been set aside for small business concerns or 8(a) participants; and

(3) Orders set aside for small business or 8(a) participants under multiple-award contracts as described in 8.405-5 and 16.505(b)(2)(i)(F).

(c) By submission of an offer and execution of a contract, the Offeror/Contractor agrees that in performance of the contract in the case of a contract for --

(1) Services (except construction). At least 50 percent of the cost of contract performance incurred for personnel shall be expended for employees of the concern.

(2) Supplies (other than procurement from a nonmanufacturer of such supplies). The concern shall perform work for at least 50 percent of the cost of manufacturing the supplies, not including the cost of materials.

(3) General construction. The concern will perform at least 15 percent of the cost of the contract, not including the cost of materials, with its own employees.

(4) Construction by special trade contractors. The concern will perform at least 25 percent of the cost of the contract, not including the cost of materials, with its own employees.

23. Do the CPAR/PPQs that are required for project experience (Factor 4, pg.71) need to be submitted at the same time as our proposal? Or can the deadline for the CPARs/PPQs to be submitted to EXWC be extended, so long as the 1 page project description (Factor 1, pg. 69) is included in our proposal?

Answer: Yes CPARs/PPQs must be submitted with the proposal. The proposal due date is not extended.

24. Do we need to submit resumes of Key Personnel?

Answer: Resumes are not required for this solicitation. Resumes may be required for individual task orders.

25. For the FFP cost estimate, do the labor rates provided for each labor category in Table 2 (page 76) have to be for only the prime contractor's employees, or can they include labor rates for subcontractors?

Answer: The Table 2 direct labor categories represent only the prime contractor personnel.

26. The forecasted financial budget and projected OH rates will be a dependent on the volume of work executed under any possible future OMAC award. How do you recommend we factor possible future OMAC work into our forecasted financial budget and projected OH rates?

Answer: The predecessor Oceans multiple award contract (OMAC) was for $99 million for a period of three years. The Government executed (awarded) 95% of the IDIQ contract value and a total of 77 task orders amongst the OMAC holders. The Government expects similar percentage experience, at least for the first three ordering periods of this contemplated OMAC-3 follow-on IDIQ (refer to RFP page 2 of 82, for estimated annual values for the Base Ordering Period, and Ordering Periods 1 and 2). As for Ordering Period 3 and Ordering Period 4, the Government outlook is at least 60% of the annual estimated value will be executed (awarded). The Government management goal is not to utilize the Option Period, but a reasonable estimate for the Option Period is approximately 8-10% of the contract value or $15,000,000.

The Government will not make a recommendation on how much of the projected executed estimated annual value should be included in a company’s forecasted financial budget and projected overhead rates. It is unlikely that any single MAC holder will win 100 percent of the executed value in any given Ordering Period. An offeror’s estimated win ratio (percentage) must be determined by company executive and financial management, not the Government. Keep in mind that the offeror’s proposal, for the IDIQ CPFF segment, must provide a written narrative describing the basis of estimate for all proposed indirect expense rates, including information reasonably required to explain the estimating process, including judgmental factors applied and the mathematical methods used in the estimate (RFP page 78 of 82).

27. Is a prime contractor allowed to team with a UARC or University?

Answer: Yes. However, historical task orders solicited on this IDIQ rarely require the type of work that would qualify for educational institution involvement

28. What is the DPAS Rating?

Answer: A Defense Priorities and Allocation System (DPAS) rating is not applicable.

29. Please confirm the correct address is:

NAVFAC EXWC Acquisitions Department Code ACQ71 Naval Base Ventura County Attn: Michelle Ruiz, N39430-18-R-2004 OMAC 3 1000 23rd Avenue, Bldg. 1100, Room B105 Port Hueneme, CA 93043-4301

Answer: Confirmed.

30. Because many of our Team Members have key people on planned vacation / leave this week 20-24 November due to Thanksgiving holiday. We respectfully request an extension of the delivery date.

Answer: The proposal due date remains unchanged.

31. Should the experience qualifications read: “…directly applicable technical and management experience in development and operation of military and commercial undersea engineering projects.” And “…experience with the design, manufacture, installation and survivability assessment of equipment used in military and commercial ocean applications”. Reference: C.3.4.1 Senior Program Manager

Answer: Yes. Commercial experience for Senior Program Manager will satisfy the requirement

32. Please confirm that Professional engineering registration is required. Reference: C.3.4.1 Senior Program Manager.

Answer: Confirmed. Professional Engineering registration for Senior Program Manager is required.

33. Should the experience qualifications read: “Detailed knowledge of requirements for military and commercial ocean engineering systems and experience in implementing and fielding systems.” Reference:

C.3.4.2 Project Manager.

Answer: Yes. Commercial experience for Project Manager will satisfy the requirement

34. Please confirm that Professional engineering registration is required.

Answer: Confirmed. Professional Engineering registration for Project Manager is required.

35. Please confirm all reports and CDRLs will be submitted electronically in two formats. A Microsoft Office 2010 compatible format and an Adobe Acrobat PDF version 5.0 or higher.

Answer: Yes.

36. Please confirm only key personnel and any contractor personnel who work with classified information must hold a U.S. Secret security clearance, and that all others need only be U.S. citizens and be able to obtain and maintain a SECRET security clearance.

Answer: Confirmed.

37. Please confirm this should read: “NOTE: Complete list of acronyms applicable to this PWS are found in Section C.2.5.

Answer: Confirmed.

38. Please confirm this page is intentionally blank. Reference page 25.

Answer: Yes.

39. Please provide the chart. Reference: L.2 Organization of the Offer page 64.

Answer: See chart provided in response to question 7 above.

40. Page 64 of 82, L.2 ORGANIZATION OF OFFER

f. A signed original Standard Form 33, “Solicitation, Offer, and Award,” with blocks 14 through 18 completed, signed by an authorized representative of your company by the closing date and time indicated on the face page of the RFP, shall be included with the proposal.

g. A copy of the email confirmation of VETS-4212 Please specify where in the proposal this information should be included, or confirm the inclusion of this required information/documentation is acceptable in Volume II Cost.

Answer: See above paragraph F.

41. Should the requirement read: “The Offeror shall provide a minimum of five (5) projects/contracts and a maximum of ten (10) projects/contracts, completed by the prime/or Teaming Agreement Partners within the past five (5) years.”

Answer: See above paragraph B.

42. Should the requirement read: “If a joint venture or Teaming Agreement is proposed, describe the roles of each joint venture member or Teaming Agreement Partner in the management of the contract. Provide information on the structure and decision making responsibilities of the partners in terms of who will control the manner and method of performance of work.”

Answer: See above paragraph B.

43. What is the overall page limitation for Factor 1 – Technical Experience, in addition to the one page per project, in order to explain the roles of each Partner in the management of the contract?

Answer: Page Limitation for Experience is one (1) page per project.

44. Do we need to identify the key personnel by name and provide a resume in our proposal? In Volume I Technical Proposal would resumes (if required) be an appendix and is there a page limit?

Answer: No, key personnel are not required for this proposal for the basic contract. Key personal may be required when preparing proposals for Task Orders.

45. Will the Government consider a minimum of a two-week extension of the due date from the date of the release of the Q&A amendment?

Answer: The proposal due date remains unchanged.

46. Where are the max quantities derived from and what is meant by units “each?”

Answer: a) The quantities are taken from the estimated volume shown in B.3 table.

b) This is a "unit of issue" field required by the Government's contract writing system. "Each" does not correspond to a specific unit.

47. 52.219-18 Was this clause limiting competition to 8(a) companies included in error?

Answer: Clause 52.219-18 has been removed.

48. 252.219-7003 (Dev) Was this clause requiring a small business subcontracting plan included in error?

Answer: Clause 252.219-7003 (Dev) has been removed.

49. Should the references to C.3.4.1 through C.3.4.16 refer to C.3.3.1 through C.3.3.16?

Answer: Addressed in question 9 of Amendment.

50. Key Personnel Requirements. Believe this reference is in error and should be C.3.3.1 through C.3.3.16. Please confirm.

Answer: Addressed in question 9 of Amendment.

51. Perhaps EXWC would consider extending the deadline?

Answer: The proposal due date remains unchanged.

52. Will the Government allow additional labor categories not stated in this table to be bid at the time of the proposal?

Answer: The Government will allow additional labor categories at the task order level.

53. If the Contractor has an approved purchasing system, the Contractor nevertheless shall obtain the Contracting Officer’s written consent before placing the following subcontracts: Please specify what subcontracts require Contracting Officer’s approval.

Answer: Section (d) of the clause at FAR 52.244-2 applies only to awardees who have evidenced that they have an approved purchasing system as defined in section (a) of this clause. While specific conditions under which we might need a prime contractor with an approved purchasing system to obtain consent and approval before issuing a subcontract is unknown at this time, we reserve the right to establish and specify such conditions in the fill-in space provided under individual task orders as may be applicable during any given task ordering process under the basic contract .

54. Should the applicable liability insurance required be included in the fully burdened labor rate at the IDIQ level or is it assumed to be covered in the cost of ODCs?

Answer: No, insurance is a separate charge, it should be broken out independently.

55. Referring to the instructions on page 63, Section L.2(2)a and page 64, SectionL.3(2): Should each copy of Volume I and Volume II each have their own three-ring binder, resulting in a total of 8 binders?

Answer: Please refer to page 64 L.3 Instructions for submission of offers, paragraphs Volume I and Volume II.

56. Referring to the instructions on page 63, Section L.2 (1): Should each three-ring binder contain all required documentation (a-e)?

Answer: Yes, Volume I and II should contain all required documentation (a-e).

57. Should the electronic copy included with each 3 ring binder contain the exact content of that three ring binder, or the complete proposal?

Answer: Please refer to Page 64 L.3 Instructions for submission of offers, paragraph 1 a complete proposal shall be included in electronic format.

58. Regarding the Section M.3 FACTOR 5, Cost, in the Firm Fixed Price (FFP) section, Table 2 (page 76). If do not have the required quantity of personnel in-house to completely satisfy the number of hours for each labor category with our own staff, is it acceptable to include subcontractors hours and rates (with whom we have teaming agreements)? Alternatively, is it acceptable to mention that we plan to hire those people in-house?

Answer: Please see answer to question 16.

SECTION I - CONTRACT CLAUSES

The following have been modified:

52.244-2 SUBCONTRACTS (OCT 2010)

(a) Definitions. As used in this clause--

Approved purchasing system means a Contractor's purchasing system that has been reviewed and approved in accordance with Part 44 of the Federal Acquisition Regulation (FAR).

Consent to subcontract means the Contracting Officer's written consent for the Contractor to enter into a particular subcontract.

Subcontract means any contract, as defined in FAR Subpart 2.1, entered into by a subcontractor to furnish supplies or services for performance of the prime contract or a subcontract. It includes, but is not limited to, purchase orders, and changes and modifications to purchase orders.

(b) When this clause is included in a fixed-price type contract, consent to subcontract is required only on unpriced contract actions (including unpriced modifications or unpriced delivery orders), and only if required in accordance with paragraph (c) or (d) of this clause.

(c) If the Contractor does not have an approved purchasing system, consent to subcontract is required for any subcontract that—

(1) Is of the cost-reimbursement, time-and-materials, or labor-hour type; or

(2) Is fixed-price and exceeds—

(i) For a contract awarded by the Department of Defense, the Coast Guard, or the National Aeronautics and Space Administration, the greater of the simplified acquisition threshold or 5 percent of the total estimated cost of the contract; or

(ii) For a contract awarded by a civilian agency other than the Coast Guard and the National Aeronautics and Space Administration, either the simplified acquisition threshold or 5 percent of the total estimated cost of the contract.

(d) If the Contractor has an approved purchasing system, the Contractor nevertheless shall obtain the Contracting Officer’s written consent before placing the following subcontracts:

(e)(1) The Contractor shall notify the Contracting Officer reasonably in advance of placing any subcontract or modification thereof for which consent is required under paragraph (b), (c), or (d) of this clause, including the following information:

(i) A description of the supplies or services to be subcontracted.

(ii) Identification of the type of subcontract to be used.

(iii) Identification of the proposed subcontractor.

(iv) The proposed subcontract price.

(v) The subcontractor’s current, complete, and accurate certified cost or pricing data and Certificate of Current Cost or Pricing Data, if required by other contract provisions.

(vi) The subcontractor’s Disclosure Statement or Certificate relating to Cost Accounting Standards when such data are required by other provisions of this contract.

(vii) A negotiation memorandum reflecting—

(A) The principal elements of the subcontract price negotiations;

(B) The most significant considerations controlling establishment of initial or revised prices;

(C) The reason certified cost or pricing data were or were not required;

(D) The extent, if any, to which the Contractor did not rely on the subcontractor’s certified cost or pricing data in determining the price objective and in negotiating the final price;

(E) The extent to which it was recognized in the negotiation that the subcontractor’s certified cost or pricing data were not accurate, complete, or current; the action taken by the Contractor and the subcontractor; and the effect of any such defective data on the total price negotiated;

(F) The reasons for any significant difference between the Contractor’s price objective and the price negotiated; and

(G) A complete explanation of the incentive fee or profit plan when incentives are used. The explanation shall identify each critical performance element, management decisions used to quantify each incentive element, reasons for the incentives, and a summary of all trade-off possibilities considered.

(2) The Contractor is not required to notify the Contracting Officer in advance of entering into any subcontract for which consent is not required under paragraph (c), (d), or (e) of this clause.

(f) Unless the consent or approval specifically provides otherwise, neither consent by the Contracting Officer to any subcontract nor approval of the Contractor’s purchasing system shall constitute a determination—

(1) Of the acceptability of any subcontract terms or conditions;

(2) Of the allowability of any cost under this contract; or

(3) To relieve the Contractor of any responsibility for performing this contract.

(g) No subcontract or modification thereof placed under this contract shall provide for payment on a cost-plus-a-percentage-of-cost basis, and any fee payable under cost-reimbursement type subcontracts shall not exceed the fee limitations in FAR 15.404-4(c)(4)(i).

(h) The Contractor shall give the Contracting Officer immediate written notice of any action or suit filed and prompt notice of any claim made against the Contractor by any subcontractor or vendor that, in the opinion of the Contractor, may result in litigation related in any way to this contract, with respect to which the Contractor may be entitled to reimbursement from the Government.

(i) The Government reserves the right to review the Contractor’s purchasing system as set forth in FAR Subpart 44.3.

(j) Paragraphs (c) and (e) of this clause do not apply to the following subcontracts, which were evaluated during negotiations:

(End of clause)

The following have been deleted:

52.219-18

252.219-7003 (Dev)

(End of Summary of Changes) image1.wmf