Att 0013_Additional Instructions.pdf

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1) IMPORTANT NOTICE - INSTRUCTIONS BY CONTRACTING OFFICER

a. The Contractor will not accept any instructions issued by any person other than the Contracting Officer or the Contracting Officer's Representative (COR) when one is designated. A COR will be appointed for the resulting contract and point of contact information will be provided to the contractor upon contract award.

b. No information received from any person employed by the

U.S. Government or otherwise will be considered as grounds for deviation from any stipulation of this contract, reference drawings and/or specifications, unless such information is contained in a

Contracting Officer authorized and issued modification to the contract.

2) TRAVEL

a. All travel requests shall be submitted to the Contracting Officer's

Representative or designee for concurrence prior to travel and/or training.

b. Allowances for persons in travel status shall not exceed the amount set forth in Vol. 2 of the Joint Travel Regulation

(JTR).

c. Travel will be authorized in writing, signed by the COR or designee, before the effort is to begin. The contractor shall not incur costs for travel prior to advising the COR or designee of the travel and obtaining approval.

3) CONTRACTOR WORKFORCE RESPONSIBILITY

In performing its responsibility under the contract, the contractor shall use only fully trained, experienced and technically proficient personnel. Training of contractor personnel shall be performed by the contractor at its expense, except when the Contracting Officer or his/her designee has given prior approval of training to meet requirements that are specifically peculiar. Training at Government expense will not be authorized for the purpose of keeping contractor personnel abreast of the state of the art.

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4) GOVERNMENT FURNISHED INFORMATION AND PROPERTY

The Government reserves the right to provide Government furnished information and/or property on an as needed basis in the performance of specific tasks.

5) PERIOD OF PERFORMANCE

The required period of performance for services or supplies shall be specified in each task order issued. The Government may issue orders against this contract for a five year period from date of award.

6) MATERIALS AND SPECIAL EQUIPMENT

The residual material and special equipment purchased for this contract shall be itemized at the completion of this contract, and disposition instructions will be provided for all non-consumables.

7) NON-U.S. CITIZENS

Prior approval to use NON-U.S. citizens to perform on this contract, at either prime or sub-contract level, must be obtained from the Contracting Officer and the Director, Intelligence and Security Directorate. If approval is granted, such approval does not grant an exception to U.S. export law(s) and the contractor is responsible for obtaining necessary export licenses.

To request approval for use of Non-U.S. citizens (including permanent resident aliens) in performance of this contract, the contractor must provide by letter addressed to the Contracting Officer the following:

a. Method non-U.S. citizen will be utilized, i.e., as a subcontractor or as an employee of the contractor.

b. If a subcontractor, identify company, country of origin, and tasks to be performed.

c. If a company employee, identify the individual(s), country of origin, and tasks to be performed.

d. In either case (items b and c above) identify the System involved and what type information, Classified or Controlled Unclassified (export

-3-controlled data) will require release to the non-U.S. citizen to enable satisfactory performance on the contract.

e. If the contractor currently possesses a munitions export license to export the data to non-U.S. citizens (whether the non-U.S. citizen is an employee of the company or a foreign subcontractor) provide the license number.

f. Complete justification as to why the non-U.S. citizen is needed to perform on the contract.

g. Company point of contact name and phone number.

8) REPORTS

Submission of reports shall be as specified in the applicable Contract

Data Requirements List (DD Form 1423) identified in Section J. The

Contracting Officer may effect changes in the distribution shown on the DD Form 1423 by additions thereto or deletions therefrom, unilaterally, or by change order using Standard Form 30 in accordance with the authority of FAR 52.243.

9) TECHNICAL POINT OF CONTACT

The technical point of contact will be Mr./Mrs. TBD.

10) SECURITY REQUIREMENTS

The contractor shall comply with the requirements of Contract Security

Classification Specification (DD Form 254) attached hereto (See

Attachment 0002). In addition, the contractor is restricted by terms of this contract from releasing any information (classified or unclassified) outside the Government and may release information inside the Government only on a "need-to-know" basis. It is the contractor's responsibility to obtain verification from the Cognizant Security Office of the recipients facility clearance, storage and safeguarding capability prior to actual release of any classified information/material. When visiting or working at Government sites, Contractor personnel or any representatives of Contractor personnel will be subject to all Security regulations, rules, and policies of the

Government facility.

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11) ORDERING PROCEDURES

a. Supplies and services to be furnished under this contract shall be ordered by the issuance of a Task Order using a DD Form 1155.

b. Upon award of this contract, the Government will issue an initial task order requiring an estimate minimum of TBD man-hours which represents the Government's minimum requirement under this contract. It is anticipated that the Government will require the issuance of additional orders under this contract during the terms of the contract. The Government will be under no obligation to issue any subsequent orders, and no liability to the contractor shall be incurred in the event that no subsequent orders are issued.

Further, the Government will not issue orders exceeding a maximum amount of TBD man-hours in the five-year period except by bilaterial agreement of both parties. The contractor shall furnish to the Government, when and if ordered, the supplies or services as set forth in the Schedule.

c. Prior to the issuance of a bilateral order, the Government will transmit to the contractor the performance work statement for the contemplated order and any other appropriate terms. Within 30 working days after receipt of that communication the contractor shall submit a written proposal containing an estimate of the kinds and quantity of resources required for performance and priced in accordance with Section B. The Government will promptly enter into discussion to reach agreement on any difference between the

Government's and contractor's estimates within 30 working days after receipt of the contractor's proposal. Upon reaching an agreement, the Government may issue a bilateral order containing the agreement.

d. Each order shall contain labor category(s), hourly rate(s) pertinent to the period of performance, and associated material, travel, and ODCs.

Any costs incurred prior to the effective date of the Task Order will not be allowed.

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e. The contractor shall perform each bilateral order with the labor category(s) negotiated and set forth in the order and within the total dollars negotiated for the order. The contractor shall not transfer labor, material, travel, or equipment dollars between separate orders.

f. Only the Contracting Officer has the authority to direct the contractor in any way to alter any Task Order. The contractor shall take no action on any changes until appropriate authorization has been received.

g. If it is necessary to modify the scope of any Task Order, the

Contracting Officer will negotiate any necessary adjustments to the level of effort, estimated costs and delivery schedule and will execute a bilaterial modification. Any modification that increases or decreases the level of effort due to a change in scope will be equitably adjusted.

12) ORGANIZATIONAL CONFLICT OF INTEREST

a. It is recognized by the parties hereto that the effort to be performed by the contractor under this contract is of such a nature that it may create potential organizational conflicts of interest such as are contemplated by Subpart 9.5 of the Federal Acquisition Regulation. It is the intention of the parties that the contractor will not engage in any contractual activities which could cause a conflict of interest with his position under this contract which may impair his ability to render unbiased advice and recommendations or in which he may have an unfair competitive advantage as a result of the knowledge, information, and experience gained during the performance of this contract.

b. The contractor agrees to enter into a written agreement with any firm whose proprietary data is used in connection with performance of the contract to protect all proprietary information from unauthorized disclosure or use as long as it remains proprietary, to furnish the Contracting Officer with executed copies of all such agreements within sixty (60) days, and to refrain from using any proprietary information in supplying to the Government goods or services or for any purpose other than that for which it was furnished. The contractor agrees that any data furnished by the Government to the contractor not generally available to other contractors shall be used only for performance under its contract, and all copies of such data shall be returned to the Government upon completion of the effort.

Any data furnished by the Government containing trade secrets or commercial or financial data of other contractors shall be treated as

-6-proprietary data. Further, the contractor agrees not to reveal to third parties any data generated and/or reported to the Government in the performance of this effort. These restrictions are not intended to protect information furnished voluntarily without limitations on its use or availability to the U.S. Government or contractor from other sources without restriction.

c. Should this contract be terminated in whole or in part at any time, then the above stated exclusions may be removed, at the discretion of the contracting officer with respect to the terminated portion.

d. For the purpose of this clause, the term "contractor" means the contractor, its subsidiaries and affiliates, any joint venture involving the contractor, any entity which the successor or assignee of the contractor acting as a prime contractor, subcontractor, or consultant to either the prime contractor or subcontractor.

e. Furthermore, the parties agree that the prime contractor shall ensure that this clause (Conflict of Interest) is included in all subcontracts (changing identities of the parties as appropriate), at any level necessary to meet the requirements of this clause.

f. The exclusionary provisions of this clause will be effective for the duration of this contract. The contractor is required to include this clause in any subcontract agreements.

13) REIMBURSEMENT OF TRAVEL COSTS

a. Area of Travel. Performance under this contract may require travel by contractor personnel. If travel, domestic or overseas, is required, the contractor is responsible for making all needed arrangements for personnel. This includes, but is not limited to, the following:

Medical Examinations Immunization Passports Visas Security Clearances

b. Travel Policy. The Government will reimburse the contractor for allowable travel costs incurred by the contractor in performance of the contract and determined to be in accordance with FAR subpart 31.2.

Specifically, travel required for efforts assigned under this contract shall be governed in accordance with rules set forth for temporary duty travel in FAR 31.205-46.

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c. Travel. Travel, subsistence, and associated labor charges for travel time are authorized, whenever an assignment requires work to be accomplished at a temporary alternate worksite. Travel and subsistence are authorized for travel beyond a fifty-mile radius of the contractor's office whenever a contract/task or delivery order requires work to be accomplished at a temporary alternate worksite. No travel or subsistence shall be charged for work performed within a fifty-mile radius of the contractor's office. The contractor shall not be paid for travel or subsistence for contractor personnel who reside in the metropolitan area in which the efforts are being performed. The contractor shall be paid on the basis of actual amount paid to the extent that such travel is necessary for the performance of services under the contract and is authorized by the COR in writing. Travel performed for personal convenience, in conjunction with personal recreation, or daily travel to and from work at the contractors facility will not be reimbursed.

d. Per Diem. Per diem for travel on work assigned under this contract will be reimbursed to employees consistent with company policy, but not to exceed the amount authorized in the Department of Defense Joint Travel Regulations.

e. Air/Rail Travel. The contractor agrees, in the performance of necessary travel, to use the lowest cost mode commensurate with the requirements of the mission as set forth in the basic contract and in accordance with good traffic management principles. When it is necessary to use air or rail travel, the contractor agrees to use coach, tourist class, or similar accommodations to the extent consistent with the successful and economical accomplishment of the mission for which the travel is being performed. In rendering the services, the contractor shall be reimbursed for the actual costs of transportation incurred by its personnel to the extent that such transportation is necessary for the performance of the services hereunder and is authorized by the COR. Such authorization by the COR shall be indicated in the order or in some other suitable written form. To the maximum extent practicable without the impairment of the effectiveness of the mission, transportation shall be tourist class. In the event that only first class travel is available, it will be allowed, provided justification therefore is fully documented and warranted.

f. Private Automobile. The use of privately owned conveyance within the continental United States by the traveler will be reimbursed to the contractor at the mileage rate all owed by Joint Travel Regulations.

Authorization for the use of privately owned conveyance shall be indicated on the order. Distances traveled between points shall be shown in standard highway mileage guides. Any deviations from distance shown in such standard mileage guides shall be explained by the traveler on his expense sheet.

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g. Car Rental. The contractor shall be entitled to reimbursement for car rental, exclusive of mileage charges, as authorized by each order, when the work required to be performed outside the normal commuting distance from the contractor's facilities. Car rental for temporary duty (TDY) teams will be limited to a rate of one car for every four persons on TDY at one site.

h. All travel cost are non-fee bearing. NO FEE or PROFIT is allowable for travel costs.

14) MATERIAL COSTS

a. Direct material costs include the costs of such items as raw materials, parts, subassemblies, components, and manufacturing supplies, whether purchased or manufactured by the contractor, and may include such collateral items as inbound transportation and intransit insurance. In computing material costs, the contractor shall consider reasonable overruns, spoilage, or defective work (unless otherwise provided in any contract provision relating to inspecting and correcting defective work).

The term "direct" is applied to material which is readily identifiable within an end product. Indirect materials are those items necessary to produce the product but do not become a physical part of the end item.

b. Material costs cannot be charged to this contract as direct costs if other material costs incurred for the same purpose in like circumstances have been charged as indirect costs to this contract or any other contract.

FAR 31.202 and 31.203 provide regulatory content on the issue of categorizing material as either direct or indirect with added emphasis on ensuring the method used is logical, consistent, and most importantly prevents double counting of costs charged to the Government.

c. The Contractor shall:

(i) Adjust the costs of material for income and other credits, including available trade discounts, refunds, rebates, allowances, and cash discounts, and credits for scrap, salvage, and material returned to vendors; and

(ii) Credit such income and other credits either directly to the cost of the material or allocate such income and other credits as a credit to indirect costs.

d. Allowance for all materials, supplies and services that are sold or transferred between any divisions, subdivisions, subsidiaries, or affiliates of the Contractor under a common control shall be on the basis of cost

-9-incurred. Items improperly based on price rather than cost will result in the disallowance of intra-company inapplicable indirect costs and profit/fee. When a commercial item is transferred at a price based on a catalog or market price, the Contractor should adjust the price to reflect the quantities being acquired and may adjust the price to reflect the actual cost of any modifications necessary because of contract requirements.

e. A properly prepared Bill of Material (BOM) shall provide a sound basis for estimating direct material costs. The BOM shall contain a detailed listing of the types and quantities required for raw material and for each component and part to include how the Contractor calculated part quantities and the number of parts to be produced from raw material.

f. The Contractor shall provide source information on how prices used for each element comprising the total direct material estimate or the priced BOM were derived to include the extent of competition used in deriving this information.

When the source is:

(i) Standard costs- provide the variance factor applied to past and current experience and probable future trends.

(ii) Previous purchases- provide the source of the price (e.g. stock record cards).

(iii) Current vendor quotations- provide the extent of bid solicitations, the reasonableness of the prices submitted, and whether the quotation was submitted in response to the procurement under consideration or another procurement action.

Vendor quotations and contract prices are frequently subject to change; therefore, the Contractor shall analyze the pattern of historical reductions, determine its applicability to the subject procurement, disclose the analysis, and reduce proposed costs, if appropriate. Information concerning patterns of reductions from quotes to actual prices paid (historical reductions) is cost or pricing data and shall be disclosed to the Government. None of these steps relieves the Contractor of its responsibility for performing cost or price analyses as required by FAR.

(iv) Inventory/Stock- provide the original unit costs applicable to the inventory.

g. Economical buying practices generally result in obtaining the lowest prices for maximum quantities consistent with need, required quality, and

-10-delivery schedules. The Contractor shall utilize to the maximum extent economical buying practices.

h. Instances may occur between divisions, plants, or subsidiaries of a company or between subcontractors and upper-tier contractors where a proposal may be excessive because of unreasonable pyramiding of costs and profits/fees. Reference FAR 52.215-23 "Limitations on Pass-Through Charges" for guidance. Examples of excessive and/or unreasonable pyramiding of costs include but are not limited to:

(i) Intra-company transactions through which items are charged to the contract at a list price or at a cost plus unnecessary or unreasonable handling charges.

(ii) Purchases from a subcontractor who acts merely as an intermediary/agent rather than as a manufacturer. Items may be dropshipped direct to the upper-tier contractors plant or they may pass through the subcontract plant for minor additions, changes, or testing which could be done more economically and as well at a lower or an upper-tier contractors plant.

(iii) Purchases by an upper-tier contractor of items which are identical with or similar to items being purchased by the Government and which could more economically be supplied as Government-furnished property.

(iv) Proposed material costs include loadings added by the prime contractor and upper-tier subcontractors, and added amounts appear to be disproportionate compared to the planned work contribution thereby resulting in increased costs and profit/fee attributable to the pyramiding.

15) SOFTWARE AND TECHNICAL DATA

For software and technical data which the offeror or its subcontractors consider to be commercial and which are to be contract deliverables, the offeror will identify such technical data and software in an assertion list in the format as provided in DFARS 252.227-7017(d) (JAN 2011). The assertion list shall identify the commercial technical data and/or commercial software; state the basis for the assertion (e.g., product developed for commercial use exclusively at private expense); identify the asserted rights (e.g., commercial technical data per 252.227-7015 or commercial software license); and identify the person or entity making the assertion.

For software and technical data which the offeror or its subcontractors consider to be commercial and which the offeror or its subcontractors intend to deliver with

-11-less than Unlimited Rights, the offeror will identify such technical data and software in an assertion list in the format as provided in DFARS 252.227-7017(d) (JAN 2011). The assertion list shall identify the commercial technical data and/or commercial software; state the basis for the assertion (e.g., product developed for commercial use exclusively at private expense); identify the asserted rights (e.g., commercial technical data per 252.227-7015 or commercial software license); and identify the person or entity making the assertion.