Attachment_0014_-_Section_H__Special_Contract_Requirements.pdf

W58RGZ-16-R-0070

Attachment 0014 11 April 2018

ATTACHMENT 0014 SECTION H - SPECIAL CONTRACT REQUIREMENTS

H-1 TECHNICAL LIAISON AND SURVEILLANCE

Performance by the Contractor of the technical aspects of all awarded contracts shall be under the cognizance of DCMA or the designated technical POC. All technical liaison with and technical surveillance of the contractor, within the scope of the contract, will be furnished by DCMA or the Director of the LSFMA, or his authorized Government representative. Communication of technical matters pertaining to this contract shall be directly between the Contractor and the U.S. Army Aviation and Missile

Command, ATTN: Director, AMSAM-OPS-TTO, Redstone Arsenal, AL, 35898-5000, with a copy of such correspondence to the DCMA Technical Team Lead, ACO, and PCO.

The above clause is governed by the following;

No change in the scope or within the scope of awarded contracts which would effect a change in any term or provision of the contract shall be made except by a modification executed by the Contracting Officer.

The Contractor is responsible to insure that all contractor personnel outside of the contract without specific authorization of the Contracting Officer shall be the responsibility of the Contractor.

H-2 PROPRIETARY INFORMATION OF ANOTHER FIRM

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 for as long as it remains proprietary, to furnish the contracting officer with executed copies of all such agreements, and to refrain from using any proprietary information in supplying the

Government goods or services, or for any purpose other than that for which it was intended. 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 this 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 proprietary data. Additionally, the contractor shall not disclose outside of the Government any test data, test results, or recommendations generated in the performance of this contract.

For the purpose of this clause, the term "contractor" means the contractor, its subsidiaries, divisions, affiliates, joint venture involving the contractor, any entity with which the contractor may hereafter merge or affiliate, or any other successor or assignee of the contractor.

H-3 OZONE DEPLETING SUBSTANCES

No CLASS I OZONE DEPLETING SUBSTANCES are authorized for use under this contract.

H-4 TRAVEL

All offerors shall include a detailed cost breakdown of proposed travel costs with their proposal submissions to include: number of travelers, duration of trip, number of trips, mode of transportation and cost, destination, per diem rates, and purpose of trips.

For cost type efforts, all travel requests shall be submitted in writing to the Contracting Officer and COR (If applicable) for review NLT four businesses days prior to the travel. In the event the PCO or COR objects to a travel request, the contractor will be notified NLT one business day prior to requested travel date.

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

H-5 PROPERTY ACCOUNTABILITY

a. Accountability of facilities and equipment (except when transferred to the contractor as specified below) will remain with the Government throughout contract performance.

b. In accordance with FAR 52.245-1 Government Property, Section I, and FAR Part 45, Subpart 5, the contractor shall establish a written property control system. The system shall address the control, protection, preservation, and maintenance of all Government property made available to the contractor.

The property control plan shall be submitted to the contracting officer for approval within sixty (60) days of contract award.

c. The contractor shall be accountable for equipment removed from the Government premises and utilized by the contractor in performance of tasks under the contract. Accountability shall be established by DD Form 1149.

d. The transfer of Government furnished property will be accomplished on a DD Form 1149. Shipping

Document, from the Hand Receipt Holder in each branch of the Program Management Office (as determined by each delivery order). The contractor shall track property by Hand Receipt Holder and return all property to respective Hand Receipt Holders at the end of the contract.

H-6 SAFETY

a. The contractor shall develop and implement a safety program for protection of personnel and property.

As a minimum the program shall comply with AR 385-10, AR 385-64, U.S. Army Test and Evaluation

Command (ATEC) Regulation (Reg.) 385-1, and Department of Defense (DoD) 4145.26M. The contractor shall comply with applicable Federal, State, Department of the Army (DA), and local safety and health standards.

b. A Safety Program shall be implemented and followed to protect personnel and property and reduce liability. The safety program shall specify how the contractor shall implement the requirement.

Contractors shall provide immediate notification to the Government in the event of a serious accident or incident.

c. The contractor shall provide employees with initial orientation and such continuing instruction as will enable them to conduct their work in a safe manner and to recognize and report hazardous conditions.

Initial orientation shall include instructions in safety hazards and safe practices; proper use, care and maintenance of tools and equipment; internal reporting of all accidents, and the designation of the individual responsible for accident prevention.

d. The contractor shall conduct all hazardous operations under an approved Standing Operating

Procedure. For operations involving ammunition and explosive, the SOP shall be in accordance with

ATEC Reg. 385-1

e. The contractor shall implement a Personal Protective Equipment Program consistent with applicable laws, regulations, and standards. Contractor shall provide safety equipment, personnel protective equipment, and devices necessary to protect the employees and visitors.

f. The contractor shall develop and implement a certification program for all employees required to perform maintenance, production, demilitarization, disposal, surveillance and/or test on munitions/explosives materiel. The certification program shall be designed to meet the intent of ATEC

Reg 385-1. The certification program will include general safety awareness, munitions/explosive safety awareness, risk management and technical knowledge, skills, and operational proficiency. Results of a medical examination by a certified physician may be considered in the certification process.

g. All facilities and operations under purview of subject contract shall be made available for survey by

Government safety personnel on request.

h. The contractor shall provide a medical surveillance program for any employees that are required to be under such a program. As a minimum, this program will include employees required to use respirators, hearing protection, and laser protection. Employees who handle explosives and ammunition or have

Commercial Drivers Licenses (CDLs) shall be included.

H-7 PROTECTION AND HANDLING OF FOR OFFICIAL USE ONLY INFORMATION

Information and/or material identified 'For Official Use Only' (FOUO) shall be protected and handled in accordance with the following:

a. DEFINITION. Information that has not been given a security classification pursuant to the criteria of an Executive Order, but which may be withheld from the public for one or more reasons cited in Freedom of Information Act (FOIA) Exemptions 2 through 9 shall be considered as being For Official Use Only. No other material shall be considered or marked 'For Official Use Only' (FOUO). FOUO is not authorized as a form of classification to protect national security interests.

b. SAFEGUARDING FOUO INFORMATION

(1) During Duty Hours: During normal working hours information determined to be FOUO shall be placed in an out-of-sight location if visitors, casual traffic and other nongovernment/noncontractor personnel have access to the work area.

(2) During Nonduty Hours: At the close of business, FOUO records shall be stored so as to preclude unauthorized access. Filing such material with other unclassified records in unlocked files or desks, etc., is adequate when normal U.S. Government or Government/contractor internal building security is provided during nonduty hours. When such internal security control is not exercised, locked buildings or rooms normally provide adequate after-hours protection. If such protection is not considered adequate, FOUO material shall be stored in locked receptacles such as file cabinets, desks or bookcases.

c. TRANSMISSION OF FOUO INFORMATION. FOUO information will be transported in a manner that precludes disclosure of its contents. When not comingled with classified information, FOUO information may be sent via first-class mail or parcel post. Shipments that otherwise qualify under postal regulations may be sent fourth-class mail. Transmittal documents will call attention to the presence of FOUO attachments.

d. TERMINATION DISPOSAL AND UNAUTHORIZED DISCLOSURES

(1) Termination: The originator or other competent authority, e.g., initial denial and appellate authorities, shall terminate 'For Official Use Only' markings or status when circumstances indicate that the information no longer requires protection from public disclosure. When FOUO status is terminated, all known holders shall be notified, to the extent practical. Upon notification, holders shall efface or remove the 'For Official

Use Only' markings, but records in file or storage need not be retrieved solely for that purpose.

(2) Disposal: FOUO materials may be destroyed by tearing each copy in pieces to preclude reconstruction, and placing them in regular trash containers. When local circumstances or experience indicates that this destruction method is not sufficiently protective of FOUO information, local authorities may direct other methods but must give due consideration to the additional expense balanced against the degree of sensitivity of the type of FOUO information contained in the records.

(3) Unauthorized Disclosure: The unauthorized disclosure of FOUO information does not constitute an unauthorized disclosure of DOD information classified for security purposes. Appropriate administrative action should be taken, however, to fix responsibility for unauthorized disclosure whenever feasible, and appropriate disciplinary action should be taken against those responsible. The DOD component that originated the FOUO information shall be informed of its unauthorized disclosure.

H-8 MARKINGS OF VEHICLES AND EQUIPMENT

Corporate markings are not permitted on Government Furnished Equipment.

H-9 WAIVER OF ALLOWABLE COSTS

Notwithstanding any other provisions of this contract, for each of the contractor's accounting periods during the life of this contract, the parties agree that the Government shall not be billed or obligated to pay any of the following costs: (To be completed for offeror for any normally allowable cost, such as shift premiums, material handling, or facilities capital cost of money).

H-10 REIMBURSEMENT OF DIRECT/INDIRECT COSTS (COST TYPE CONTRACTS ONLY)

This contract allows for the allocation of specific costs either indirectly or directly so long as the chosen method is consistent with the contractor's accounting system. These costs, if billed as direct costs, will be reimbursed in accordance with FAR 52.216-7, "Allowable Cost and Payment." The following costs shall not be allowed for reimbursement as a direct charge under the terms of this contract: (to be completed by offeror if any customary direct cost elements are proposed as indirect cost) NOTE TO OFFERORS: It is the prime contractor's responsibility to ensure that any proposed subcontract cost of this nature is identified and this provision is included in all subcontracts.

H-11 OVER AND ABOVE WORK PROCEDURES

(a) Authorization to Proceed: The Contractor is NOT authorized to proceed with items ordered under

O&A without prior approval from the Contracting Officer. Authorization to proceed must be in writing.

Verbal authorization by the Contracting Officer may be given in an emergency situation but shall be confirmed in writing by the Contracting Officer within ten (10) working days from the date of issuance.

The Contractor shall notify the PCO/ACO if the written authorization is not received within fifteen (15) working days.

(b) Work Requests are required for work performed under the above referenced CLINs. Each Work

Request shall be a stand-alone document serially numbered beginning with the number one. Subsequent changes to Work Requests shall be identified using the original Work Request number followed by an alphabetic designator beginning with "A". If more than one change is made, the alphabetic designator shall be consecutive. The Contractor shall certify thereon that the work is not covered by the basic effort.

The Contractor shall prepare work Requests in a uniform format acceptable to and approved by the PCO.

The Contractor shall submit the Work Request to the Government Representative. Upon request of the

PCO, the Contractor shall also prepare consolidated Work Requests covering previously approved work.

(c) Over and Above work Requests

(1) Procedures: When effort is required under the above referenced CLINs, the Contractor shall promptly notify the Contracting Officer through the COR. Upon such notification, the Contracting Officer will issue an authorization to proceed and establish a limitation on funds to be expended (Not to exceed).

The Contractor shall not exceed this funding limitation unless and until the amount is expressly modified by the Contracting Officer. Upon receipt of the authorization to proceed from the Contracting Officer, the

Contractor shall proceed with performance as provided by the work request authorization and contract terms. The contractor shall not proceed without this authorization.

(2) Work Request Format: The Contractor shall submit separate Work Requests for work to be performed under individual CLINs. Work Requests shall contain, as a minimum, the following information.

a. Aircraft identification

b. Date prepared

c. Work Request number

d. How Malfunctioned

e. When discovered

f. Action taken

g. Work area

h. Work zone (When applicable)

i. Fuselage/wing station (when applicable)

j. Water line (when applicable

k. Butt line (when applicable)

l. CLIN/Sub-CLIN

m. CLIN units

n. Narrative description of defect

o. Proposed man-hours

p. Part numbers and quantity

q. Area affected in inches (when applicable)

r. Proposed corrective action with criteria for performance (i.e., technical publication paragraph)

s. Operations breakdown with number of man-hours per step when proposed man-hours are 8 or more

t. Cost breakout by: materials, labor, other direct cost-FFP other direct cost reimbursable

u. Repair schedule/time frame

(d) Definization of Work Requests: The Contracting officer will definitize Work Requests based on direct

("hands on") labor hours multiplied by the composite labor rate cited in Section B for the applicable CLIN.

Direct ("hands on) labor hours are the labor hours performed by personnel actually engaged in the direct performance of work required. Direct Labor does not include any labor performed by support or supervisory personnel, such as, but not limited to, timekeepers, payroll clerks, purchasing, material handling, quality control, storing, and issuing personnel. Quality control personnel are those persons who apply standards to finished work or products determine that finished production work is serviceable in all respects.

Direct parts and materials, travel and per diem (authorized in advance by the Government), required to perform Over & Above work shall be reimbursed under the applicable O&A CLIN. (Profit is unallowable for direct parts and materials, travel and per diem.)

Failure to agree upon total allowable, allocable price shall be subject to the "Disputes" clause of this contract. The Contracting Officer will prepare and execute a bilateral contract modification for approved definitized Work Requests and forward two (2) copies of the resulting modification to the Contractor.

(e) At any time during the contract performance, when sufficient data becomes available on a repetitive task being performed in the fixed hourly rate category, either the Contractor or the Contracting Officer may request a negotiation to establish a firm-fixed-price for that item for the remainder of the contract. All such changes will be made to the contract the PCO.

(f) Authority to Negotiate: The Contractor shall provide the Contracting officer a list of names of individuals authorized to bind the company and specify the limitations of their authority.

H-12. CONTRACT RATE PRICING

The rates included in Attachment 0002, Proposal Pricing Template shall be binding for all successful offerors for all sole source requirements (inclusive of change orders, over and above, etc) and will not be subject to negotiation. However, these rates are considered to be a "Not to Exceed (NTE)" for competitive requirements. Successful offerors will be able to propose in a manner that best suits their company's needs so long as their proposed rates do not exceed the rates included in their Contract Rate

Pricing submission

H-13. CONTRACT CEILING

The contract ceiling for the LSFMA program is $2,440,000,000.00. However, common to all contracts awarded there will be no individual contract ceiling for successful offerors, nor is there a guarantee that a successful offeror will be awarded anything above the minimum order established.

H-14. ORDERS UNDER MULTIPLE AWARD CONTRACTS

IAW FAR 16.505(b),

(1) Fair opportunity.

(i) The contracting officer must provide each awardee a fair opportunity to be considered for each order exceeding $3,500 issued under multiple delivery-order contracts or multiple task-order contracts, except as provided for in paragraph (b)(2) of this section.

(ii) The contracting officer may exercise broad discretion in developing appropriate order placement procedures. The contracting officer should keep submission requirements to a minimum. Contracting officers may use streamlined procedures, including oral presentations.

If the order does not exceed the simplified acquisition threshold, the contracting officer need not contact each of the multiple awardees under the contract before selecting an order awardee if the contracting officer has information available to ensure that each awardee is provided a fair opportunity to be considered for each order. The competition requirements in Part 6 and the policies in Subpart 15.3 do not apply to the ordering process. However, the contracting officer must--

(A) Develop placement procedures that will provide each awardee a fair opportunity to be considered for each order and that reflect the requirement and other aspects of the contracting environment;

(B) Not use any method (such as allocation or designation of any preferred awardee) that would not result in fair consideration being given to all awardees prior to placing each order;

(C) Tailor the procedures to each acquisition;

(D) Include the procedures in the solicitation and the contract; and

(E) Consider price or cost under each order as one of the factors in the selection decision.

(iii) Orders exceeding the simplified acquisition threshold.

(A) Each order exceeding the simplified acquisition threshold shall be placed on a competitive basis in accordance with paragraph (b)(1)(iii)(B) of this section, unless supported by a written determination that one of the circumstances described at 16.505(b)(2)(i) applies to the order and the requirement is waived on the basis of a justification that is prepared in accordance with 16.505(b)(2)(ii)(B);

(B) The contracting officer shall—

(1) Provide a fair notice of the intent to make a purchase, including a clear description of the supplies to be delivered or the services to be performed and the basis upon which the selection will be made to all contractors offering the required supplies or services under the multiple-award contract;

and

(2) Afford all contractors responding to the notice a fair opportunity to submit an offer and have that offer fairly considered.

(iv) Orders exceeding $5.5 million. For task or delivery orders in excess of $5.5 million, the requirement to provide all awardees a fair opportunity to be considered for each order shall include, at a minimum—

(A) A notice of the task or delivery order that includes a clear statement of the agency’s requirements;

(B) A reasonable response period;

(C) Disclosure of the significant factors and subfactors, including cost or price, that the agency expects to consider in evaluating proposals, and their relative importance;

(D) Where award is made on a best value basis, a written statement documenting the basis for award and the relative importance of quality and price or cost factors; and

(E) An opportunity for a postaward debriefing in accordance with paragraph (b)(6) of this section.

(v) The contracting officer should consider the following when developing the procedures:

(A)

(1) Past performance on earlier orders under the contract, including quality, timeliness and cost control.

(2) Potential impact on other orders placed with the contractor.

(3) Minimum order requirements.

(4) The amount of time contractors need to make informed business decisions on whether to respond to potential orders.

(5) Whether contractors could be encouraged to respond to potential orders by outreach efforts to promote exchanges of information, such as—

(i) Seeking comments from two or more contractors on draft statements of work;

(ii) Using a multiphased approach when effort required to respond to a potential order may be resource intensive (e.g., requirements are complex or need continued development), where all contractors are initially considered on price considerations (e.g., rough estimates), and other considerations as appropriate (e.g., proposed conceptual approach, past performance). The contractors most likely to submit the highest value solutions are then selected for one-on-one sessions with the Government to increase their understanding of the requirements, provide suggestions for refining requirements, and discuss risk reduction measures.

(B) Formal evaluation plans or scoring of quotes or offers are not required.

(2) Exceptions to the fair opportunity process.

(i) The contracting officer shall give every awardee a fair opportunity to be considered for a delivery-order or task-order exceeding $3,500 unless one of the following statutory exceptions applies:

(A) The agency need for the supplies or services is so urgent that providing a fair opportunity would result in unacceptable delays.

(B) Only one awardee is capable of providing the supplies or services required at the level of quality required because the supplies or services ordered are unique or highly specialized.

(C) The order must be issued on a sole-source basis in the interest of economy and efficiency because it is a logical follow-on to an order already issued under the contract, provided that all awardees were given a fair opportunity to be considered for the original order.

(D) It is necessary to place an order to satisfy a minimum guarantee.

(E) For orders exceeding the simplified acquisition threshold, a statute expressly authorizes or requires that the purchase be made from a specified source.

(F) In accordance with section 1331 of Public Law 111-240 (15 U.S.C. 644(r)), contracting officers may, at their discretion, set aside orders for any of the small business concerns identified in 19.000(a)(3). When setting aside orders for small business concerns, the specific small business program eligibility requirements identified in part 19 apply.

(ii) The justification for an exception to fair opportunity shall be in writing as specified in paragraphs (b)(2)(ii)(A) or (B) of this section. No justification is needed for the exception described in paragraph (b)(2)(i)(F) of this section.

(A) Orders exceeding $3,500, but not exceeding the simplified acquisition threshold.

The contracting officer shall document the basis for using an exception to the fair opportunity process. If the contracting officer uses the logical follow-on exception, the rationale shall describe why the relationship between the initial order and the follow-on is logical (e.g., in terms of scope, period of performance, or value).

(B) Orders exceeding the simplified acquisition threshold. As a minimum, each justification shall include the following information and be approved in accordance with paragraph (b)(2)(ii)(C) of this section:

(1) Identification of the agency and the contracting activity, and specific identification of the document as a “Justification for an Exception to Fair Opportunity.”

(2) Nature and/or description of the action being approved.

(3) A description of the supplies or services required to meet the agency’s needs (including the estimated value).

(4) Identification of the exception to fair opportunity (see 16.505(b)(2)) and the supporting rationale, including a demonstration that the proposed contractor’s unique qualifications or the nature of the acquisition requires use of the exception cited. If the contracting officer uses the logical follow-on exception, the rationale shall describe why the relationship between the initial order and the follow-on is logical (e.g., in terms of scope, period of performance, or value).

(5) A determination by the contracting officer that the anticipated cost to the Government will be fair and reasonable.

(6) Any other facts supporting the justification.

(7) A statement of the actions, if any, the agency may take to remove or overcome any barriers that led to the exception to fair opportunity before any subsequent acquisition for the supplies or services is made.

(8) The contracting officer’s certification that the justification is accurate and complete to the best of the contracting officer’s knowledge and belief.

(9) Evidence that any supporting data that is the responsibility of technical or requirements personnel (e.g., verifying the Government’s minimum needs or requirements or other rationale for an exception to fair opportunity) and which form a basis for the justification have been certified as complete and accurate by the technical or requirements personnel.

(10) A written determination by the approving official that one of the circumstances in (b)(2)(i)(A) through (E) of this section applies to the order.

(C) Approval.

(1) For proposed orders exceeding the simplified acquisition threshold, but not exceeding $700,000, the ordering activity contracting officer’s certification that the justification is accurate and complete to the best of the ordering activity contracting officer’s knowledge and belief will serve as approval, unless a higher approval level is established in accordance with agency procedures.

(2) For a proposed order exceeding $700,000, but not exceeding $13.5 million, the justification must be approved by the advocate for competition of the activity placing the order, or by an official named in paragraph (b)(2)(ii)(C)(3) or (4) of this section. This authority is not delegable.

(3) For a proposed order exceeding $13.5 million, but not exceeding $68 million (or, for DoD, NASA, and the Coast Guard, not exceeding $93 million), the justification must be approved by—

(i) The head of the procuring activity placing the order;

(ii) A designee who—

(A) If a member of the armed forces, is a general or flag officer;

(B) If a civilian, is serving in a position in a grade above GS-15 under the General Schedule (or in a comparable or higher position under another schedule); or

(iii) An official named in paragraph (b)(2)(ii)(C)(4) of this section.

(4) For a proposed order exceeding $68 million (or, for DoD, NASA, and the Coast Guard, over $93 million), the justification must be approved by the senior procurement executive of the agency placing the order. This authority is not delegable, except in the case of the Under Secretary of Defense for Acquisition, Technology, and Logistics, acting as the senior procurement executive for the Department of Defense.

(D) Posting.

(1) Except as provided in paragraph (b)(2)(ii)(D)(5) of this section, within 14 days after placing an order exceeding the simplified acquisition threshold that does not provide for fair opportunity in accordance with ""(b), the contract officer shall—

(i) Publish a notice in accordance with 5.301; and

(ii) Make publicly available the justification required at (b)(2)(ii)(B) of this section.

(2) The justification shall be made publicly available--

(i) At the GPE http://www.fedbizopps.gov ;

(ii) On the Web site of the agency, which may provide access to the justifications by linking to the GPE; and

(iii) Must remain posted for a minimum of 30 days.

(3) In the case of an order permitted under paragraph (b)(2)(i)(A) of this subsection, the justification shall be posted within 30 days after award of the order.

(4) Contracting officers shall carefully screen all justifications for contractor proprietary data and remove all such data, and such references and citations as are necessary to protect the proprietary data, before making the justifications available for public inspection.

Contracting officers shall also be guided by the exemptions to disclosure of information contained in the Freedom of Information Act (5 U.S.C.

552) and the prohibitions against disclosure in 24.202 in determining whether other data should be removed. Although the submitter notice process set out in Executive Order 12600 “Predisclosure Notification Procedures for Confidential Commercial Information” does not apply, if the justification appears to contain proprietary data, the contracting officer should provide the contractor that submitted the information an opportunity to review the justification for proprietary data before making the justification available for public inspection, redacted as necessary.

This process must not prevent or delay the posting of the justification in accordance with the timeframes required in paragraphs (1) and (3).

(5) The posting requirement of this section does not apply--

(i) When disclosure would compromise the national security (e.g., would result in disclosure of classified information) or create other security risks; or

(ii) To a small business set-aside under paragraph (b)(2)(i)(F).

(3) Pricing orders. If the contract did not establish the price for the supply or service, the contracting officer must establish prices for each order using the policies and methods in Subpart 15.4.

(4) For additional requirements for cost reimbursement orders see 16.301-3.

(5) For additional requirements for time-and-materials or labor-hour orders, see 16.601(e).

http://www.fedbizopps.gov/

(6) Postaward Notices and Debriefing of Awardees for Orders Exceeding $5.5 million. The contracting officer shall notify unsuccessful awardees when the total price of a task or delivery order exceeds $5.5 million.

(i) The procedures at 15.503(b)(1) shall be followed when providing postaward notification to unsuccessful awardees.

(ii) The procedures at 15.506 shall be followed when providing postaward debriefing to unsuccessful awardees.

(iii) A summary of the debriefing shall be included in the task or delivery order file.

(7) Decision documentation for orders.

(i) The contracting officer shall document in the contract file the rationale for placement and price of each order, including the basis for award and the rationale for any tradeoffs among cost or price and non-cost considerations in making the award decision. This documentation need not quantify the tradeoffs that led to the decision.

(ii) The contract file shall also identify the basis for using an exception to the fair opportunity process (see paragraph (b)(2)).

(8) Task –order and delivery-order ombudsman. The head of the agency shall designate a task-order and delivery-order ombudsman. The ombudsman must review complaints from contractors and ensure they are afforded a fair opportunity to be considered, consistent with the procedures in the contract. The ombudsman must be a senior agency official who is independent of the contracting officer and may be the agency's advocate for competition.

(c) Limitation on ordering period for task-order contracts for advisory and assistance services.

(1) Except as provided for in paragraphs (c)(2) and (c)(3), the ordering period of a task-order contract for advisory and assistance services, including all options or modifications, normally may not exceed 5 years.

(2) The 5-year limitation does not apply when--

(i) A longer ordering period is specifically authorized by a statute; or

(ii) The contract is for an acquisition of supplies or services that includes the acquisition of advisory and assistance services and the contracting officer, or other official designated by the head of the agency, determines that the advisory and assistance services are incidental and not a significant component of the contract.

(3) The contracting officer may extend the contract on a sole-source basis only once for a period not to exceed 6 months if the contracting officer, or other official designated by the head of the agency, determines that--

(i) The award of a follow-on contract is delayed by circumstances that were not reasonably foreseeable at the time the initial contract was entered into; and

(ii) The extension is necessary to ensure continuity of services, pending the award of the follow-on contract.

H-15. RESERVED

H-16. CONTRACTOR PERSONNEL

All Contractor Personnel must meet the minimum requirements for each labor category as specified in

Attachment 0005 for all direct labor categories.

H-17. QUALITIY CERTIFICATIONS

At any time after contract award, the Government may request a copy of certificates/certifications.

H-18. GOVERNMENT FURNISHED PROPERTY/EQUIPMENT/MATERIAL

Any Government Furnished Property/Equipment/Material provided will be established on an individual delivery order basis as needed.

H-19. ORGANIZATIONAL CONFLICT OF INTEREST

Introduction: The LSFMA contract will be a Multiple Award Indefinite Delivery Indefinite Quantity (IDIQ) contract and there will be continuing competition during the ordering period of the contract. The

Government recognizes its responsibility to maintain the integrity of the competitive process by protecting the competitive sensitive data of the multiple awardees. However, the Government also recognizes that contractors providing support on multiple services contracts have the potential to severely affect mission accomplishment through conflicts of interest. The buying activity, ACC-Redstone, must be able to maintain competition on delivery orders under this and other contracts.

The LSFMA contract will receive a preponderance of requirements from aviation program offices located at Redstone Arsenal Alabama. These program offices, and the RDEC Directorates that provide aviation support (such as Aviation Engineering Directorate, Software Engineering Directorate, and Engineering

Directorate) heavily utilize Contract Advisory and Assistance Services (CAAS) contracts and in particular the AMCOM EXPRESS contract. As a result, LSFMA contractors that participate in other CAAS contracts to specifically include the AMCOM EXPRESS contract are considered to have a high potential of OCI issues that will require robust mitigation plans. This is especially true as it relates to FAR 9.505-4, Obtaining Access to Proprietary Information. An overarching mitigation plan is required to be submitted with the contractors competitive proposal for Government review and ultimately into the contract. In addition, each delivery order will be reviewed to determine if the overarching OCI plan meets the need for

OCI protection or if a need to tailor the plan for any specific order will be required.

If you are a prime contractor on the AMCOM EXPRESS contract, you are considered to have an OCI with the LSFMA program that will require a mitigation plan that, at a minimum, divests you from working on the

AMCOM EXPRESS contract for any current or future work supporting a particular program office once the program office commences effort generating an LSFMA requirement. If you are a subcontractor to a prime on the AMCOM EXPRESS contract, you are considered to have an OCI that has the potential for issues during the life of the LSFMA contract and a robust OCI mitigation plan is required. All Offerors are advised to review the OCI clause contained in their CAAS contracts and should provide a copy of their clause with their proposed mitigation plan.

a. Definitions.

"Organizational Conflict of Interest" means that because of other contractual activities or relationships with the Government or other persons, a person is unable or potentially unable to render impartial assistance or advice to the Government, or the person's objectivity in performing the contract work is or might be otherwise impaired, or a person has an unfair competitive advantage.

"Person" as used herein includes Corporations, Partnerships, Joint Ventures, Teaming Arrangements, and other business enterprises.

"Contractor", as used in this clause, means any person, firm or corporation which has a majority or controlling interest in the contractor or in any parent corporation thereof, any person, firm, or corporation in or as to which the contractor (or any parent or subsidiary corporation thereof) has a majority or controlling interest. The term also includes the corporate officers of the contractor, those of any corporation which has a majority or controlling interest in the contractor, and those of any corporation in which the contractor (or any parent or subsidiary corporation thereof) has a majority or controlling interest.

All references to the Contractor as contained in this clause shall apply with equal force to all of these included.

"Contract", as used in this clause, means the basic contract or any delivery order issued there under as applicable to the level at which this clause is being invoked.

b. OCI Potential.

It is recognized by the parties hereto that the effort to be performed by the contractor under the LSFMA contract includes the repair and modification of components and end items, fabrication of hardware, logistic and technical support, trade studies and the update and maintenance of data and drawings, systems engineering as related to the requirement to perform a logistics delivery and a myriad of systems production efforts. Each requirement has a potential for access to other contractors proprietary information. Consequently, performance of this contract creates potential OCIs such as are contemplated by FAR 9.505 or other applicable Federal Law current at the time of contract award or subsequently enacted thereafter. It is the intention of the parties that the contractor will not engage in any contractual or other activities which could create an OCI with its position under this contract; which might impair its ability to render objective/unbiased advice and recommendations on this contract or other contracts; or by which it may derive an unfair competitive advantage as a result of knowledge, information, and experience gained during the performance of this contract or other contracts and applied to this contract.

c. Contractor Responsibilities.

(1) The contractor warrants that to the best of its knowledge and belief, and except as otherwise set forth in the contract, the contractor does not have any organizational conflict of interest(s) as defined in paragraph a. above. The contractor agrees that, if after award, it discovers an actual or potential organizational conflict of interest at the contract level (basic contract or delivery order) it shall make immediate and full disclosure in writing to the Contracting Officer. Changes in the contractor's relationships due to mergers, consolidations or other unanticipated circumstances may create an unacceptable organizational conflict of interest which might necessitate such disclosure. The notification shall include a description of the actual or potential organizational conflict of interest, a description of the action that the contractor has taken or proposes to take to avoid, mitigate, or neutralize the conflict, and any other relevant information that would assist the Contracting Officer in making a determination on this matter.

(2) The contractor agrees to maintain and implement a Conflicts of Interest (COI) Compliance Plan for the duration of this contract. The COI Compliance Plan shall identify the contractor's approach for adhering to the terms of this clause and shall describe its procedures for aggressively self-identifying and resolving both organizational and employee conflicts of interest. The overall purpose of the COI Compliance Plan is to demonstrate how the contractor will assure that its operations meet the highest standards of ethical conduct, and how its assistance and advice are impartial and objective. The COI Compliance Plan shall specifically address how the contractor will (a) Protect confidential, proprietary, or sensitive information;

(b) Prevent the existence of conflicting roles that might bias the contractors judgment; and (c) Prevent an unfair competitive advantage. The contractor shall permit the Government to review the COI Compliance

Plan at any time during the life of this contract.

(3) The contractor understands that, as a minimum, the following is considered an immediate OCI issue:

access to competitive sensitive data such as other contractor cost or pricing information to include rates and development of hours, technical approaches, technical data and processes generated by a contractor and not readily available to the public, design and development information not readily available to the public. This is a representative list and is not all inclusive.

(4) The contractor shall review and become familiar with the requirements of Federal Acquisition

Regulation Subpart 9.5 Organizational and Consultant Conflicts of Interest (OCI). Particular attention is directed to FAR 9.505, FAR 9.505-1, FAR 9.505-2, FAR 9.505-3 and FAR 9.505-4.

d. Delivery Order Level OCI.

(1) Specific efforts to be performed under this contract shall be defined by individual delivery orders issued hereunder. It is anticipated that the activities discussed below, which will likely arise under certain delivery orders, could lead to or result in the creation of an OCI. These activities are not exhaustive of all potential OCIs, but are common to contracts that produce data, a product, information, assistance services or are conducted in an area that provides access to other contracts and/or other contractor information.

Advanced Access to Acquisition Information - Delivery order performance under this contract may provide the contractor access to source selection or other acquisition information in advance of such information being provided to the public. Such information could provide the contractor a competitive advantage in a future acquisition and could be perceived as unfair by a competing contractor who is not given similar access to the relevant information. Unless otherwise approved by the Contracting Officer, the contractor is precluded from participating in contracting actions in which it was provided advanced access to acquisition information.

Development of Acquisition Data - Delivery order performance under this contract may require the contractor to participate in the development of Government data that will be utilized for a separate

Government acquisition. Such performance may include the drafting of statements of work, specifications, cost estimates, or evaluation criteria of future procurements. This activity places the contractor in a situation that could allow it to manipulate key aspects of a future procurement in its own favor, creating an unfair advantage over competing vendors and/or in a position of improperly influencing its own potential work. Unless otherwise approved by the Contracting Officer, the contractor is precluded from participating in future acquisitions, either competitive or non-competitive, for which it has participated in the development of any acquisition data.

Assessment of Contractor Products and Services - Delivery order performance under this contract may require the contractor to assess and evaluate systems, subsystems, components, software, equipment, services, and other products developed/provided by Government contractors. It is imperative that the contractor render objective and unbiased advice to the Government in performing such tasks and that its impartiality not be undermined by the contractor's financial or other business relationship to the entity whose work is being assessed or evaluated. As such, unless otherwise approved by the Contracting

Officer, the contractor shall not assess or evaluate any system, subsystem, component, software, equipment, services, or other product developed/provided by itself, or another business division, or subsidiary of the same corporation, or other entity with which it has a significant financial relationship.

(2) The contractor agrees that it will assess all LSFMA delivery order requirements and other Government contract opportunities for which it desires to participate either as a prime contractor, subcontractor at any tier, or consultant for perceived, potential, or actual conflicts of interests as described above. The contractor further agrees to promptly notify and seek the prior written approval of both the LSFMA

Contracting Officer and the Contracting Officer on the other acquisition before participating in any contract action, as a prime contractor, subcontractor at any tier, or consultant to provide material, equipment or services for which a perceived, potential, or actual conflict exists. Requests for approval of the LSFMA

Contracting Officer shall comply with the requirements set forth below. The contractor shall follow the OCI approval procedures of the other acquisition, if applicable, and provide a copy of that approval/disapproval to the LSFMA Contracting Officer.

(a) The contractor shall submit OCI approval requests on a delivery order-by-task order basis, unless the contractor is aware of multiple delivery orders that may create the appearance of a conflict, or be an actual conflict. In either case, the contractor shall notify the Contracting Officer as soon as the conflict/apparent conflict has been identified, but not later than the date set for receipt of delivery order proposals. Identification of the OCI and a copy of the request shall be included in the delivery order proposal.

(b) The contractors request for approval to the Contracting Officer shall include a detailed mitigation plan describing how the conflict will be mitigated or otherwise avoided. The mitigation plan shall describe in detail the delivery order requirement that creates the potential conflict of interest, and outline in detail the actions to be taken by the contractor to mitigate or avoid the conflict.

(c) The Contracting Officer will consider the request for written approval and, at its discretion, may negotiate the terms of the mitigation plan to the satisfaction of the Government or, if the conflict cannot be adequately mitigated or avoided, determine the contractor ineligible to participate in the contract action.

The Government reserves the right to reject any mitigation plan, if in the opinion of the Contracting

Officer, such a plan is not in the best interests of the Government.

(d) Notwithstanding the existence of a conflict of interest, and if it is determined to be in the best interest of the Government, the Contracting Officer reserves the right to seek waiver of OCI restrictions accordance with FAR 9.503.

(e) The Contracting Officer's decision as to the existence or nonexistence of an actual or potential OCI shall be final. The contractor shall not commence work on any delivery order involving an actual or potential OCI until specifically notified by the Contracting Officer to proceed.

(3) The contractor shall permit the Government to review and assess the contractor’s adherence to all approved OCI mitigation plans at any time during the life of this contract and for a period of one (1) year thereafter. Reviews of mitigation plans will be conducted at the discretion of the Contracting Officer and may consider changes in the vendor community due to mergers, consolidations, or any other unanticipated circumstances that could create an unacceptable OCI. The contractor agrees to fully cooperate with such reviews and shall provide all information relevant to the implementation of approved plans.

e. Protection of Information.

(1) Whenever performance of this contract requires access to another contractors proprietary information

(and in particular cost and hour development information), the contractor shall (i) enter into a written agreement with the other entity involved, as appropriate, in order to protect such proprietary information from unauthorized use or disclosure for as long as it remains proprietary; and (ii) refrain from using such proprietary information other than as agreed to under this contract (e.g., to provide assistance to the

Government during technical evaluation of other contractors' offers or products). An executed copy of all proprietary information agreements by individual personnel or on a corporate basis shall be furnished to the Contracting Officer within fifteen (15) calendar days of execution unless waived by the Contracting

Officer.

(2) The contractor shall instruct and advise its employees, through appropriate means (such as formal training and promulgation of…