W900KK19R0021_RFP_Conformed.pdf

CODE

(Hour)

PAGE(S)

until local time

X

A X B X C X D

EX

X

G F 52 - 64

65 - 87 H 88 - 94

RATING PAGE OF PAGES

7. ISSUED BY

(Date)

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

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

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

1 94

(If other than Item 7)

15A. NAME 16. NAME AND TITLE OF PERSON AUTHORIZED TO

AND

ADDRESS

SIGN OFFER (Type or print)

OF

OFFEROR

AMENDMENT NO. DATE

15B. TELEPHONE NO (Include area code) 17. SIGNATURE15C. CHECK IF REMITTANCE ADDRESS

IS DIFFERENT FROM ABOVE - ENTER

SUCH ADDRESS IN SCHEDULE.

18. OFFER DATE

1. THIS CONTRACT IS A RATED ORDER

UNDER DPAS (15 CFR 700)

2. CONTRACT NO.

W900KK 8. ADDRESS OFFER TO

See Item 7

9. Sealed offers in original and copies for furnishing the supplies or services in the Schedule will be received at the place specified in Item 8, or if handcarried, in the depository located in

CAUTION - LATE Submissions, Modifications, and Withdrawals: See Section L, Provision No. 52.214-7 or 52.215-1. All offers are subject to all terms and conditions contained in this solicitation.

10. FOR INFORMATION

CALL:

A. NAME (NO COLLECT CALLS)

11. TABLE OF CONTENTS

SOLICITATION/ CONTRACT FORM

SUPPLIES OR SERVICES AND PRICES/ COSTS

1 - 2 3 - 17

X I CONTRACT CLAUSES

DESCRIPTION/ SPECS./ WORK STATEMENT X

PACKAGING AND MARKING

18 - 27

J LIST OF ATTACHMENTS

INSPECTION AND ACCEPTANCE

DELIVERIES OR PERFORMANCE

30 - 32

X K

REPRESENTATIONS, CERTIFICATIONS AND

OTHER STATEMENTS OF OFFERORS

CONTRACT ADMINISTRATION DATA 33 - 37 X

SPECIAL CONTRACT REQUIREMENTS

OFFER (Must be fully completed by offeror) X M

L INSTRS., CONDS., AND NOTICES TO OFFERORS

EVALUATION FACTORS FOR AWARD

NOTE: Item 12 does not apply if the solicitation includes the provisions at 52.214-16, Minimum Bid Acceptance Period.

is inserted by the offeror) from the date for receipt of offers specified above, to furnish any or all items upon which prices are offered at the price set opposite each item, delivered at the designated point(s), within the time specified in the schedule.

13. DISCOUNT FOR PROMPT PAYMENT

(See Section I, Clause No. 52.232-8)

14. ACKNOWLEDGMENT OF AMENDMENTS

(The offeror acknowledges receipt of amendments

AMENDMENT NO. DATE

to the SOLICITATION for offerors and related documents numbered and dated):

FACILITY

12. In compliance with the above, the undersigned agrees, if this offer is accepted within calendar days (60 calendar days unless a different period

SOLICITATION, OFFER AND AWARD

X

(X) SEC. DESCRIPTION (X) SEC. DESCRIPTION PAGE(S)

PART I - THE SCHEDULE

26. NAME OF CONTRACTING OFFICER (Type or print) 27. UNITED STATES OF AMERICA 28. AWARD DATE

EMAIL:TEL: (Signature of Contracting Officer)

CODE CODE

B. TELEPHONE (Include area code) C. E-MAIL ADDRESS

AWARD (To be completed by Government)

19. ACCEPTED AS TO ITEMS NUMBERED 20. AMOUNT 21. ACCOUNTING AND APPROPRIATION

22. AUTHORITY FOR USING OTHER THAN FULL AND OPEN COMPETITION:

10 U.S.C. 2304(c)( ) 41 U.S.C. 253(c)( ) (4 copies unless otherwise specified)

23. SUBMIT INVOICES TO ADDRESS SHOWN IN ITEM

24. ADMINISTERED BY (If other than Item 7) CODE 25. PAYMENT WILL BE MADE BY CODE

PART IV - REPRESENTATIONS AND INSTRUCTIONS

PART III - LIST OF DOCUMENTS, EXHIBITS AND OTHER ATTACHMENTS

38 - 50

PART II - CONTRACT CLAUSES

U.S. ARMY PEO STRI ACQUISITION CENTER

ATTN: KOL/TRADE

12350 RESEARCH PARKWAY

ORLANDO FL 32826

FAX:

TEL:

FAX:

TEL:

NOTE: In sealed bid solicitations "offer" and "offeror" mean "bid" and "bidder".

SOLICITATION

6. REQUISITION/PURCHASE NO.5. DATE ISSUED

31 May 2019

4. TYPE OF SOLICITATION

SEALED BID (IFB)

NEGOTIATED (RFP)

[ X ]

3. SOLICITATION NO.

W900KK-19-R-0021

Section A - Solicitation/Contract Form

SOLICITATION INFORMATION

The basic ID/IQ contract Not-To-Exceed (NTE) ceiling amount is $883,000,000.00. The minimum quantity and contract value for all orders issued against this contract shall not be less than the minimum quantity and contract value stated in the following table. The maximum quantity and contract value for all orders issued against this contract shall not exceed the maximum quantity and contract value stated in the following table. The ceiling of $883,000,000.00 is available within the total eight-year ordering period. The cumulative total of all orders awarded as a result of Solicitation W900KK-19-R-0021 will not exceed $883,000,000.00 over the life of the contract without prior written approval from the Procuring Contracting Officer (PCO). This amount is provided in Section B, CLIN 5001 for administrative purposes.

MINIMUM

QUANTITY

MINIMUM

AMOUNT

MAXIMUM

QUANTITY

MAXIMUM

AMOUNT

N/A $680,000.00 N/A $883,000,000.00

Section B - Supplies or Services and Prices

B.1 The Contract Line Item Numbers (CLINs) shown may be utilized in a Cost-Plus-Fixed-Fee (CPFF) and/or Firm-Fixed-Price (FFP) basis for orders issued under this contract. Each future order will be reviewed by the Procuring Contracting Officer (PCO) to determine the applicable contract type to meet the requirements.

B.2 CLINs 0001 through 5001 are established in Section B for the sole purpose of facilitating administration of the contract in the Governments’ Standard Procurement System (SPS). Pricing for Delivery/Task Order CLINs will be at the individual order level. Pricing for Delivery/Task Orders 0001, 0002, and 0003 shall utilize the cost/pricing workbook, Attachment 15.

B.3 Orders 0001 (CTIA), 0002 (Construct), and 0003 (CTC-IS) will be limited to 5 years in duration and issued at award of the ID/IQ contract. The remaining 3 years of the CTIA, Construct, and CTC-IS requirements will be issued via subsequent orders at the completion of the initial 5-year orders for these requirements. The proposed pricing for years 6, 7, and 8 of the CTIA, Construct, and CTC-IS requirements is included in the TEP and will be evaluated accordingly. The proposed prices for years 6, 7, and 8 of the CTIA, Construct, and CTC-IS requirements will be incorporated in Section B of the basic ID/IQ contract and will be utilized when pricing orders for the aforementioned requirements following the initial 5 year orders.

The proposed CLIN prices for years 6, 7, and 8 of the CTIA, Construct, and CTC-IS requirements will be incorporated in Section B upon contract award.

B.4 The following rates represent applicable fee and/or profit rates for the prime contractor contained within this basic ID/IQ contract. The rates are applicable to all Delivery/Task Orders awarded from this basic ID/IQ contract to include Delivery/Task Orders 0001, 0002, 0003, and subsequent orders. Hence, the fee/profit rates in Attachment 15, cost/pricing workbook for each Delivery/Task Order shall match the rates provided below.

OFFEROR TO COMPLETE THE FOLLOWING:

Cost-Plus-Fixed-Fee (CPFF) Delivery/Task Orders Offerors shall provide a set fee percentage for CPFF efforts within the scope of the basic Statement of Work (SOW), SOW-2018-007, and in accordance with the SOW requirements as defined in all orders issued under this ID/IQ contract. CPFF Delivery/Task Orders shall have a fee set at (to be incorporated at time of award)%.

Firm-Fixed-Price (FFP) Delivery/Task Orders Offerors shall provide a set profit percentage for FFP efforts within the scope of the basic SOW, SOW-2018-007, and in accordance with the SOW requirements as defined in all orders issued under this ID/IQ contract. FFP Delivery/Task Orders shall have a profit set at (to be incorporated at time of award)%.

B.5 MAXIMUM ALLOWABLE LABOR RATES

The labor categories and labor rates in Attachment 15 will be incorporated in Section B of the basic ID/IQ contract upon award. The labor rates incorporated for each category will be the rate for the prime contractor. The proposed labor categories are not all inclusive. Additional labor categories may be proposed and negotiated at the order level if deemed necessary and acceptable by the Government to accomplish the order requirements. The rates proposed for the additional labor categories should be commensurate with the pricing/estimating methodology employed to establish the rates awarded with the basic contract. Any new rates will be evaluated for fair and reasonableness in accordance with Federal Acquisition Regulation (FAR) Subpart 15.4.

The proposed rates will be established in Section B upon contract award.

B.6 ALLOTMENT OF FUNDS – INCREMENTALLY FUNDED COST-REIMBURSEMENT CONTRACT

OTHER THAN COST-SHARING CONTRACT

For the purposes of paragraph (b) of the “Limitation of Funds” Clause of this contract –

(a) The amount available for payment and allotted to this incrementally funded contract is $(To be completed at the individual order level, as applicable);

(b) The items covered by such amount are Item(s) (To be completed at the individual order level, as applicable); and

(c) The period of performance for which it is estimated the allotted amount will cover is (To be completed at the individual order level, as applicable).

B.7 DELIVERY/TASK ORDER CONTRACT TYPES

(a) The following contract types may be issued under this contract:

Cost Plus Fixed Fee (CPFF)

Firm Fixed Price (FFP)

An individual Delivery/Task Order may utilize both contract types, as appropriate. The determination regarding which contract type is utilized for each requirement shall be at the discretion of the Contracting Officer.

(b) CPFF orders may be issued when the scope of the effort is sufficient to establish an estimate of total cost for the purpose of obligating funds and establishing a ceiling that may not be exceeded without prior approval of the Contracting Officer. Under this contract type, the individual orders define the scope of work by stating a definite goal or target and a specified end product in which the contractor shall be required to complete and deliver a specified end product (for CPFF-Completion) or fulfill a specified performance period (for CPFF- Term) within the estimated costs as a condition for payment of the entire fixed fee. The contractor shall be required to submit specific milestones for the work defined in each Delivery/Task Order on an estimated Not- To-Exceed (NTE) price based on all applicable costs and fixed fee in order to establish the CPFF price of the order or Contract Line Item Number(s) CLIN(s).

(c) FFP orders may be issued when the scope of effort is sufficiently defined to allow technical and cost risks to be predicted with reasonable certainty. Under this contract type, the contractor shall be required to submit an FFP proposal for accomplishing the total effort inclusive of all applicable costs and profit. The contractor shall be required to deliver the specified product within the specified time and FFP amount.

ITEM NO SUPPLIES/SERVICES QUANTITY UNIT UNIT PRICE AMOUNT

0001 1 Lot Consolidated Product-Line Management

CPFF

The contractor shall perform in accordance with the basic ID/Q contract Statement of Work (SOW) number SOW-2018-007, Attachment 01, Section J, and as further specified by individual orders issued under this contract. The ordering period for this CLIN is 60 months.

FOB: Destination

ESTIMATED COST

FIXED FEE

TOTAL EST COST + FEE

0101 1 Lot Consolidated Product-Line Management

FFP

The contractor shall perform in accordance with the basic ID/Q contract Statement of Work (SOW) number SOW-2018-007, Attachment 01, Section J, and as further specified by individual orders issued under this contract. The ordering period for this CLIN is 60 months.

NET AMT

0201 1 Lot Technical Data

CPFF

The contractor shall complete the data requirements as defined in the SOW and listed in Section J of each individual order issued under this contract. The ordering period for this CLIN is 60 months.

0301 1 Lot Technical Data

FFP

The contractor shall complete the data requirements as defined in the SOW and listed in Section J of each individual order issued under this contract. The ordering period for this CLIN is 60 months.

0401 1 Lot Contractor Manpower Reporting

FFP

The contractor shall accomplish contractor manpower reporting in accordance with Paragraph 3.2.11 of basic ID/Q contract Statement of Work (SOW) number SOW- 2018-007, Attachment 01, Section J. The ordering period for this CLIN is 60 months.

0501 1 Lot Government Property

CPFF

Goverment Furnished Property/Contractor Acquired Property in accordance with the contract requirements. The ordering period for this CLIN is 60 months.

0601 1 Lot Government Property

FFP

Goverment Furnished Property/Contractor Acquired Property in accordance with the contract requirements. The ordering period for this CLIN is 60 months

1001 1 Lot OPTION Consolidated Product-Line Management

CPFF

The contractor shall perform in accordance with the basic ID/Q contract Statement of Work (SOW) number SOW-2018-007, Attachment 01, Section J, and as further specified by individual orders issued under this contract. The ordering period for this CLIN is 12 months.

1101 1 Lot OPTION Consolidated Product-Line Management

FFP

The contractor shall perform in accordance with the basic ID/Q contract Statement of Work (SOW) number SOW-2018-007, Attachment 01, Section J, and as further specified by individual orders issued under this contract. The ordering period for this CLIN is 12 months.

1201 1 Lot OPTION Technical Data

CPFF

The contractor shall complete the data requirements as defined in the SOW and listed in Section J of each individual order issued under this contract. The

1301 1 Lot OPTION Technical Data

FFP

The contractor shall complete the data requirements as defined in the SOW and listed in Section J of each individual order issued under this contract. The ordering period for this CLIN is 12 months.

1401 1 Lot OPTION Contractor Manpower Reporting

FFP

The contractor shall accomplish contractor manpower reporting in accordance with Paragraph 3.2.11 of basic ID/Q contract Statement of Work (SOW) number SOW- 2018-007, Attachment 01, Section J. The ordering period for this CLIN is 12

1501 1 Lot OPTION Government Property

CPFF

Goverment Furnished Property/Contractor Acquired Property in accordance with the contract requirements. The ordering period for this CLIN is 12 months

1601 1 Lot OPTION Government Property

FFP

Goverment Furnished Property/Contractor Acquired Property in accordance with

2001 1 Lot OPTION Consolidated Product-Line Management

CPFF

The contractor shall perform in accordance with the basic ID/Q contract Statement of Work (SOW) number SOW-2018-007, Attachment 01, Section J, and as further specified by individual orders issued under this contract. The

2101 1 Lot OPTION Consolidated Product-Line Management

FFP

The contractor shall perform in accordance with the basic ID/Q contract Statement of Work (SOW) number SOW-2018-007, Attachment 01, Section J, and as further specified by individual orders issued under this contract. The ordering period for

2201 1 Lot OPTION Technical Data

CPFF

The contractor shall complete the data requirements as defined in the SOW and listed in Section J of each individual order issued under this contract. The

2301 1 Lot OPTION Technical Data

FFP

The contractor shall complete the data requirements as defined in the SOW and listed in Section J of each individual order issued under this contract. The ordering

2401 1 Lot OPTION Contractor Manpower Reporting

FFP

The contractor shall accomplish contractor manpower reporting in accordance with Paragraph 3.2.11 of basic ID/Q contract Statement of Work (SOW) number SOW- 2018-007, Attachment 01, Section J. The ordering period for this CLIN is 12

2501 1 Lot OPTION Government Property

CPFF

Goverment Furnished Property/Contractor Acquired Property in accordance with

2601 1 Lot OPTION Government Property

FFP

Goverment Furnished Property/Contractor Acquired Property in accordance with

3001 1 Lot OPTION Consolidated Product-Line Management

CPFF

The contractor shall perform in accordance with the basic ID/Q contract Statement of Work (SOW) number SOW-2018-007, Attachment 01, Section J, and as further specified by individual orders issued under this contract. The

3101 1 Lot OPTION Consolidated Product-Line Management

FFP

The contractor shall perform in accordance with the basic ID/Q contract Statement of Work (SOW) number SOW-2018-007, Attachment 01, Section J, and as further specified by individual orders issued under this contract. The ordering period for

3201 1 Lot OPTION Technical Data

CPFF

The contractor shall complete the data requirements as defined in the SOW and listed in Section J of each individual order issued under this contract. The

3301 1 Lot OPTION Technical Data

FFP

The contractor shall complete the data requirements as defined in the SOW and listed in Section J of each individual order issued under this contract. The ordering

3401 1 Lot OPTION Contractor Manpower Reporting

FFP

The contractor shall accomplish contractor manpower reporting in accordance with Paragraph 3.2.11 of basic ID/Q contract Statement of Work (SOW) number SOW- 2018-007, Attachment 01, Section J. The ordering period for this CLIN is 12

3501 1 Lot OPTION Government Property

CPFF

Goverment Furnished Property/Contractor Acquired Property in accordance with

3601 1 Lot OPTION Government Property

FFP

Goverment Furnished Property/Contractor Acquired Property in accordance with

4001 1 Lot OPTION Consolidated Product-Line Management

CPFF

This CLIN is provided for administrative purposes and is associated with Federal Acquisition Regulation (FAR) Clause 52.217-8. The pricing for FAR Clause 52.217-8, Option to Extend Services, will be evaluated for the individual orders issued under this contract.

4101 1 Lot OPTION Consolidated Product-Line Management

FFP

This CLIN is provided for administrative purposes and is associated with Federal Acquisition Regulation (FAR) Clause 52.217-8. The pricing for FAR Clause 52.217-8, Option to Extend Services, will be evaluated for the individual orders issued under this contract.

5001 1 Lot CPM Plus Requirements

This CLIN is provided for administrative purposes. This CLIN will not be used on individual Delivery/Task Orders and represents a Not-To-Exceed (NTE) ceiling price for the entire contract.

Section C - Descriptions and Specifications

DESCRIPTIONS/SPECIFICATIONS

C.1 DESCRIPTION/SPECIFICATION/WORK STATEMENT

The contractor shall perform the work in accordance with Statement of Work (SOW), SOW-2018-007, Version 1.0, for Consolidated Product-Line Management (CPM) Plus, dated 16 January 2018 (Attachment 01).

C.2. PERSONNEL QUALIFICATIONS

(1) The contractor shall be responsible for employing qualified management, technical, and support personnel to perform tasks as set forth in the CPM Plus basic ID/IQ contract SOW (Attachment 01) and for Delivery/Task Order(s) issued under the CPM Plus ID/IQ contract. The contract must have the personnel, organizational, and administrative controls necessary to ensure that the products delivered meet all the requirements specified in each Delivery/Task Order issued.

(2) Contractor personnel shall be able to obtain the required security level clearance (e.g., Secret) prior to assignment to a specific task and work site in order to effectively perform assigned work.

C.3 CONTRACT LINE ITEM NUMBERS (CLINs) 0001 through 4101 (CPFF and FFP)

Consolidated Product-Line Management (CPM):

The contractor shall furnish all necessary personnel, material, equipment, facilities, and other services as may be required to perform effort(s) in accordance with the applicable requirements of Statement of Work (SOW) number SOW-2018-007 and individual Delivery/Task Order SOWs/Performance Work Statements (PWSs).

Technical Data:

The contractor shall prepare and provide technical data and information in accordance with the requirements set forth in the SOW and the Contract Data Requirements Lists (CDRLs), DD Forms 1423, as specified in individual Delivery/Task Orders. A representative list of the types of CDRLs the Government may require are listed in SOW number SOW-2018-007. This representative list is not all inclusive and the CDRLs may change and/or additional CDRLs may be added to support the individual Delivery/Task Orders.

Contractor Manpower Reporting Application (CMRA):

The contractor shall accomplish contractor manpower reporting in accordance with the requirements set forth in Section 3.2.11 of SOW SOW-2018-007, as specified in the individual Delivery/Task Orders.

C.4 INSPECTION AND ACCEPTANCE OF TECHNICAL DATA AND INFORMATION

Inspection and acceptance of technical data and information will be performed by an authorized requiring activity representative. Inspection of technical data and information will be performed by ensuring successful completion of the requirements set forth in the DD Form 1423, Contract Data Requirements List (CDRL) and incorporation/resolution of Government review comments on the data items. Acceptance will be performed by the requiring activity representative and evidenced via execution of an electronic Receiving Report submitted by the contractor in the Wide Area Work Flow (WAWF) application within the Procurement Integrated Enterprise Environment (PIEE) e-Business Suite.

C.5 TECHNICAL DATA AND INFORMATION

Technical Data and Information shall be delivered in accordance with the requirements of the Contract Data Requirements List, DD Form 1423, as defined in the Basic SOW SOW-2018-007 attached hereto, and the following:

(a) The contractor shall concurrently delivery technical data and information per DD Form 1423, Blocks 12 and 13 (date of first/subsequent submission) to all activities listed in Block 14 of the DD Form 1423 (distribution and addresses) for each item. Complete addresses for the abbreviations in Block 14 are shown in paragraph (g) below. Additionally, the technical data shall be delivered to the following cognizant codes, which are listed in Block 6 of the DD Form 1423.

(1) PCO, Code [To be determined in the individual orders].

(2) ACO, Code [To be determined in the individual orders].

(3) [To be determined in the individual orders].

(b) Partial delivery of data is not acceptable unless specifically authorized on the DD Form 1423, or unless approved in writing by the PCO.

(c) The Government review period provided on the DD Form 1423 for each item commences upon receipt of all required data by the technical activity designated in Block 6.

(d) A copy of all other correspondence addressed to the Contracting Officer relating to data item requirements (i.e., status of delivery) shall also be provided to the codes reflected above and the technical activity responsible for the data item per Block 6, if not one of the activities listed above.

(e) The PCO reserves the right to issue unilateral modifications to change the destination codes and addresses for all technical data and information at no additional cost to the Government.

(f) Unless otherwise specified in writing, rejected data items shall be resubmitted within thirty (30) days after receipt of notice of rejection.

(g) DD Form 1423, Block 14 Mailing Addresses:

U.S. Army PEO STRI Code: [To be determined in the individual orders] 12211 Science Drive Orlando, FL 32826-3224

C.6 AVAILABILITY OF DATA ITEM DESCRIPTIONS (DIDs)

All Data Item Descriptions (DIDs) are available online via the Acquisition Streamlining and Standardization Information System located at http://quicksearch.dla.mil.

C.7 AUTHORIZED CHANGES ONLY BY THE CONTRACTING OFFICER

(a) Except as specified in paragraph (b) below, no order, statement, or conduct of Government personnel who visit the contractor’s facilities or in any other manner communicates with contractor personnel during the performance of this contract shall constitute a change under the “Changes” Clause of this contract.

(b) The contractor shall not comply with any order, direction, or request of Government personnel unless it is issued in writing and signed by the Contracting Officer, or is pursuant to specific authority otherwise included as a part of this contract.

(c) The Contracting Officer is the only person authorized to approve changes in any of the requirements of this contract and notwithstanding provisions contained elsewhere in this contract, the said authority remains solely the Contracting Officer’s. In the event the contractor effects any change at the direction of any person other than the Contracting Officer, the change will be considered to have been made without authority and no adjustment will be made in the contract price to cover any increase in charges incurred as a result thereof. The address and telephone number of the Contracting Officer is:

Mr. Jason C. Graham U.S. Army Contracting Command (ACC) – Orlando 12211 Science Drive, Orlando FL 32826-3224

C.8 TECHNICAL DIRECTION LETTER (TDL) INSTRUCTIONS

(a) When necessary, technical direction or clarification concerning the details of specific tasks set forth in the contract shall be given through issuance of Technical Direction Letters (TDLs) by the Contracting Officer.

“Technical direction” means a directive to the contractor that approves approaches, solutions, designs, or refinements; fills in details or otherwise completes the general description of work or documentation items;

shifts emphasis among work areas or tasks; or furnishes similar instructions to the contractor.

(b) Each TDL issued hereunder is subject to the terms and conditions of this contract. In the event of a conflict between a TDL and this contract, the contract shall control. Technical direction shall not justify any adjustment to costs, fees, or delivery terms.

(c) Each TDL shall be in writing and shall include, as a minimum, the following information:

(1) Date of TDL;

(2) Contract and TDL number;

(3) Reference to applicable Contract Line Item Number (CLIN) and Not To Exceed (NTE) amount per TDL;

(4) Reference to the relevant section or item in the Statement of Work

(5) Signature of the Contracting Officer;

(6) Signature of the Contracting Officer’s Representative;

(7) The specific direction provided to the contractor;

(8) Designated period of performance.

(d) The Contracting Officer may give oral technical direction only in emergency circumstances. Any oral technical direction must be reduced in writing by the Contracting Officer within two working days of its issuance.

(e) Amendments to a TDL shall be in writing and shall include the information set forth in paragraph (c) above. A TDL may be amended orally only by the Contracting Officer and only in emergencies; oral amendments must be reduced to writing as in paragraph (d) above. An amendment to each TDL substantiating the actual costs incurred per event shall be submitted to the Contracting Officer’s Representative and Contracting Officer for review and approval prior to submittal of a Cost Voucher in Wide Area Work Flow (WAWF).

(f) The contractor shall proceed promptly with the performance of technical direction duly issued by the Contracting Officer. If, in the contractor’s opinion, any technical direction falls within any of the categories defined in paragraph (b), the contractor shall not proceed but shall notify the Contracting Officer of its objections in writing within 5 working days. Upon receiving this notification, the Contracting Officer shall either issue an appropriate contract modification within a reasonable time or advise the contractor in writing within 30 days that the instruction or direction is:

(1) Rescinded in its entirety; or

(2) Within the requirements of the contract and does not constitute a change under the “Changes” Clause, or the contract, and that the contractor should proceed promptly with its performance.

(g) A failure of the contractor and Contracting Officer to agree that the instruction or direction is both within the requirements of the contract and does not constitute a change under the “Changes” Clause, or a failure to agree upon the contract action to be taken with respect to the instruction or direction, shall be subject to the Disputes Clause of this contract.

(h) Any action(s) taken by the contractor in response to any direction given by any person other than the Contracting Officer shall be at the contractor’s risk.

(i) The Contracting Officer will retain a copy in the contract file.

C.9 GOVERNMENT INSTALLATION WORK SCHEDULE

(a) The Holidays applicable to this contract are: New Year’s Day, Martin Luther King’s Birthday, President’s Day, Memorial Day, Independence Day, Labor Day, Columbus Day, Veteran’s Day, Thanksgiving Day, and Christmas Day.

(b) In the event that the contractor is prevented from performance as the result of an Executive Order or an administrative leave determination that applies to the using activity, such time may be charged to the contract as a direct cost provided such charges are consistent with the contractor’s accounting practices. In the event that any of the above holidays occur on a Saturday or Sunday, then such holiday shall be observed as they are by the assigned Government employees at the using activity.

C.10 REIMBURSEMENT OF TRAVEL, PER DIEM, AND SPECIAL MATERIAL COSTS

The following is applicable to cost-reimbursable line items:

(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 necessary arrangements for its personnel.

These include but are not limited to: medical examinations, immunizations, passports/visas/etc., and security clearances.

(b) Travel Policy. The Government will reimburse the contractor for allowable travel costs incurred by the contractor in performance of the contract in accordance with FAR Subpart 31.205-26. Travel required by tasks assigned under this contract shall be governed in accordance with: Federal Travel Regulations (FTR), prescribed by the General Services Administration, for travel in the contiguous United States; Joint Travel Regulation (JTR), Volume 2, DoD Civilian Personnel, Appendix A, prescribed by the Department of Defense, for travel in Alaska, Hawaii, and other outlying areas of the United States; and Standardized Regulations (Government Civilians, Foreign Areas), Section 925, "Maximum Travel Per Diem Allowances for Foreign Areas," prescribed by the Department of State, for travel in areas not covered by FTR and JTR.

(c) Travel. Travel and subsistence are authorized for travel beyond a fifty-mile radius of the contractor’s office whenever a task assignment 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 tasks are being performed. Travel performed for personal convenience, in conjunction with personal recreation, or daily travel to and from work at the contractor’s facility will not be reimbursed.

(1) For travel costs other than described in paragraph (c) above, 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.

(2) When transportation by privately owned conveyance is authorized, the contractor shall be paid on a mileage basis not to exceed the applicable Government transportation rate as contained in the JTR or SR.

Authorization for the use of privately owned conveyance shall be indicated in the basic contract. Distances traveled between points shall be shown on invoices as listed in standard highway mileage guides.

Reimbursement will not exceed the mileage shown in the standard highway mileage guides.

(3) 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. 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.

(4) The contractor’s invoices shall include receipts or other evidence substantiating actual costs incurred for authorized travel. In no event will such payments exceed the rates of common carriers.

(d) Vehicle and/or Truck Rentals. The contractor shall be reimbursed for actual rental/lease of special vehicles and/or trucks (i.e., of a type not normally used by the contractor in the conduct of its business) only if authorized in the basic contract or upon approval by the COR. Reimbursement of such rental shall be made based on actual amounts paid by the contractor. Use of rental/lease costs of vehicles and/or trucks that are of a type normally used by the contractor in the conduct of its business are not subject to reimbursement.

(e) Car Rental. The contractor shall be reimbursed for car rental, exclusive of mileage charges, as authorized in the basic contract or upon approval by the COR, when the services are required to be performed beyond the normal commuting distance from the contractor’s facilities. Car rental for a team on TDY at one site will be allowed for a minimum of four (4) persons per car, provided that such number or greater comprise the TDY team.

(f) Per Diem. The contractor shall not be paid for per diem for contractor personnel who reside in the metropolitan areas in which the tasks are being performed. Per Diem shall not be paid on services performed within a fifty-mile radius of the contractor’s home office or the contractor’s local office. Per Diem is authorized for contractor personnel beyond a fifty-mile radius of the contractor’s home or local offices whenever a task assigned requires work to be done at a temporary alternate worksite. Per Diem shall be paid to the contractor only to the extent that overnight stay is necessary and authorized under this contract. The authorized per diem rate shall be the same as the prevailing per diem in the worksite locality. These rates will be based on rates contained in the JTR or SR. The applicable rate is authorized at a flat seventy-five (75%) percent on the day of departure from contractor’s home or local office, and on the day of return. Reimbursement to the contractor for per diem shall be limited to actual payments to per diem defined herein. The contractor shall provide actual payments of per diem defined herein. The contractor shall provide supporting documentation for per diem expenses as evidence of actual payment.

(g) Shipboard Stays. Whenever work assignments require temporary duty aboard a Government ship, the contractor will be reimbursed in accordance with the Joint Travel Regulations, Paragraph C4558, Per Diem For Travel By Ship.

(h) Special Material. “Special material” includes only the costs of material, supplies, or services which is peculiar to the ordered data and which is not suitable for use in the course of the contractor’s normal business. It shall be furnished pursuant to specific authorization approved by the COR. The contractor will be required to support all material costs claimed by its costs less any applicable discounts. “Special materials” include, but are not limited to, graphic reproduction expenses, or technical illustrative or design requirements needing special processing.

C.11 DISCLOSURE, USE AND PROTECTION OF PROPRIETARY INFORMATION

(a) During the performance of this contract, the Government may use an independent services contractor (ISC), who is neither an agent nor employee of the Government. The ISC may be used to conduct reviews, evaluations, or independent verification and validations of technical documents submitted to the Government during performance.

(b) The use of an ISC is solely for the convenience of the Government. The ISC has no obligation to the prime contractor. The prime contractor is required to provide full cooperation, working facilities and access to the ISC for the purposes stated in paragraph (a) above.

(c) Since the ISC is neither an employee nor agent of the Government, any findings, recommendations, analyses, or conclusions of such a contractor are not those of the Government.

(d) The prime contractor acknowledges that the Government has the right to use ISCs as stated in paragraph (a) above. It is possible that under such an arrangement the ISC may require access to or the use of information (other than restricted cost or pricing data), which is proprietary to the prime contractor.

(e) To protect any such proprietary information from disclosure or use, and to establish the respective rights and duties of both the ISC and prime contractor, the prime contractor agrees to enter into a direct agreement with any ISC as the Government requires. A properly executed copy (per FAR 9.505-4) of the agreement will be provided to the Procuring Contracting Officer.

C.12 SECURITY CLASSIFICATION

(a) The contracted work is related to, and is connected with, the National Defense. No information relating to the work shall be communicated, transmitted, or disclosed to any person not entitled to receive it. It is anticipated that some of the assigned work will be of a classified nature. Accordingly, it will be necessary for some personnel assigned to work under this contract to have a security clearance of at least SECRET at the ID/IQ level.

(b) Although the requirements for a clearance above SECRET is not required for the basic contract award, there may be efforts at the order level that will require a clearance above the SECRET level. Access to information at the order level beyond that which is authorized in the DD Form 254 applicable to this ID/IQ contract will result in a separate, order specific DD Form 254 to be issued by the Government. Additionally, the contractor shall be guided by and safeguard all classified information either generated by or received under the contract in accordance with the DD Form 254, Contract Security Classification Specification, provided as Attachment 02 in Section J.

C.13 LIABILITY INSURANCE

The following types of insurance are required in accordance with Federal Acquisition Regulation (FAR) Clause 52.228-5, “Insurance – Work on a Government Installation” and FAR Clause 52.228-7, “Insurance – Liability to Third Persons” and shall be maintained in the minimum amounts shown:

(a) Comprehensive General Liability: $200,000 per person and $500,000 per accident for bodily injury.

(b) Automobile Insurance: $200,000 per person and $500,000 per accident for bodily injury and $500,000 per accident for property damage.

(c) Standard Workman’s Compensation and Employee’s Liability Insurance (or, where maritime employment is involved, Longshoreman’s and Harbor Worker’s Compensation Insurance) in the minimum amount of $100,000.

(d) Aircraft public and passenger liability: $200,000 per person and $500,000 per occurrence for bodily injury, other than passenger liability; $200,000 per occurrence for property damage. Passenger bodily injury liability limits of $200,000 per passenger, multiplied by the number of seats or number of passengers, whichever is greater.

C.14 ORGANIZATIONAL CONFLICTS OF INTEREST

(a) Purpose. This information seeks to ensure that the contractor (1) does not obtain an unfair competitive advantage over other parties by virtue of its performance of this contract, and (2) is not biased because of its current or planned interests (financial, contractual, organizational or otherwise) that relate to the work under this contract.

(b) Scope. The restrictions described herein shall apply to performance or participation by the contractor (as defined in paragraph (d)(7)) in the activities covered by this instruction.

(1) The restrictions set forth in paragraph (e) apply to supplies, services, and other performance rendered with respect to the suppliers and/or equipment listed in Attachment 1- Basic Statement of Work (SOW) and each subsequent individual delivery order placed against the Basic SOW will specify to which suppliers and/or equipment subparagraph (f) restrictions apply.

(2) The financial, contractual, organizational and other interests of contractor personnel performing work under this contract shall be deemed to be the interests of the contractor for the purposes of determining the existence of an Organizational Conflict of Interest. Any subcontractor that performs any work relative to this contract shall be subject to this information. The contractor agrees to place in each subcontract affected by these instructions the necessary language contained within.

(c) Waiver. Any request for waiver of this instruction shall be submitted in writing to the Procuring Contracting

Officer. The request for waiver shall set forth all relevant factors including proposed contractual safeguards or job procedures to mitigate conflicting roles that might produce an Organizational Conflict of Interest. No waiver shall be granted by the Government with respect to prohibitions pursuant to access to proprietary data.

(d) Definitions. For purposes of application, the following definitions are applicable:

(1) “System” includes system, major component, subassembly or subsystem, project, or item.

(2) “Non-developmental items” as defined in FAR 2.101.

(3) “Systems Engineering” (SE) includes, but is not limited to, the activities in FAR 9.505-1(b).

(4) “Technical direction” (TD) includes, but is not limited to, the activities in FAR 9.505-1(b).

(5) “Advisory and Assistance Services” (AAS) are those services acquired from non-governmental sources to support or improve agency policy development or decision making; or, to support or improve the management of organizations or the operation of hardware systems. Such services may encompass consulting activities, engineering and technical services, management support services and studies, analyses and evaluations.

(6) “Consultant services” as defined in FAR 31.205-33(a).

(7) “Contractor”, for the purposes of this information, means the firm signing this contract, its subsidiaries and affiliates, joint ventures involving the firm, any entity with which the firm may hereafter merge or affiliate, and any other successor or assignee of the firm.

(8) “Affiliates,” means officers or employees of the prime contractor and first tier subcontractors involved in the program and technical decision-making process concerning this contract.

(9) “Interest” means organizational or financial interest.

(10) “Weapons system supplier” means any prime contractor or first tier subcontractor engaged in, or having a known prospective interest in the development, production or analysis of any of the weapon systems, as well as any major component or subassembly of such system.

(e) Contracting restrictions.

[ ] (1) To the extent the contractor provides systems engineering and/or technical direction for a system or commodity but does not have overall contractual responsibility for the development, the integration, assembly and checkout (IAC) or the production of the system, the contractor shall not (i) be awarded a contract to supply the system or any of its major components or (ii) be a subcontractor or consultant to a supplier of the system or of its major components. The contractor agrees that it will not supply to the Department of Defense (either as a prime contractor or as a subcontractor) or act as consultant to a supplier of, any system, subsystem, or major component utilized for or in connection with any item or other matter that is (directly or indirectly) the subject of the systems engineering and/or technical direction or other services performed under this contract for a period of [Insert the period of prohibition] after the date of completion of the contract. (FAR 9.505-1(a)) [ ] (2) To the extent the contractor prepares and furnishes complete specifications covering non-developmental items to be used in a competitive acquisition, the contractor shall not be allowed to furnish these items either as a prime contractor or subcontractor. This rule applies to the initial production contract, for such items plus a specified time period or event. The contractor agrees to prepare complete specifications covering non-developmental items to be used in competitive acquisitions, and the contractor agrees not to be a supplier to the Department of Defense, subcontract supplier, or a consultant to a supplier of any system or subsystem for which complete specifications were prepared hereunder. The prohibition relative to being a supplier, a subcontract supplier, or a consultant to a supplier of these systems of their subsystems extends for a period of [Insert the period of prohibition] after the terms of this contract. (FAR 9.505-2(a)(1)) [ ] (3) To the extent the contractor prepares or assists in preparing a statement of work to be used in competitively acquiring a system or services or provides material leading directly, predictably and without delay to such a work statement, the contractor may not supply the system, major components thereof or the services unless-

(i) It is the sole source;

(ii) It has participated in the development and design work; or

(iii) More than one contractor has been involved in preparation of the work statement.

The contractor agrees to prepare, support the preparation of or provide material leading directly, predictably and without delay to a work statement to be used in competitive acquisitions, and the contractor agrees not to be a supplier or consultant to a supplier of any services, systems or subsystems for which the contractor participated in preparing the work statement. The prohibition relative to being a supplier, a subcontract supplier, or a consultant to a supplier of any services, systems or subsystems extends for a period of [Insert the period of prohibition] after the terms of this contract. (FAR 9.505-2(a)(1)) [ ] (4) To the extent work to be performed under this contract requires evaluation of offers for products or services, a contract will not be awarded to a contractor that will evaluate its own offers for products or services, or those of a competitor, without proper safeguards to ensure objectivity to protect the Government’s interests. Contractor agrees to the terms and conditions set forth in the Statement of Work that are established to ensure objectivity to protect the Government’s interests. (FAR 9.505-3) [X] (5) To the extent work to be performed under this contract requires access to proprietary data of other companies, the contractor must enter into agreements with such other companies which set forth procedures deemed adequate by those companies (i) to protect such data from unauthorized use or disclosure so long as it remains proprietary and (ii) to refrain from using the information for any other purpose other than that for which it was furnished. Evidence of such agreement(s) must be made available to the Procuring Contracting Officer upon request.

The contractor shall restrict access to proprietary information to the minimum number of employees necessary for performance of this contract. Further, the contractor agrees that it will not utilize proprietary data obtained from such other companies in preparing proposals (solicited or unsolicited) to perform additional services or studies for the United States Government. The contractor agrees to execute agreements with companies furnishing proprietary data in connection with work performed under this contract, obligating the contractor to protect such data from unauthorized use or disclosure so long as such data remains proprietary, and to furnish copies of such agreement to the Contracting Officer. Contractor further agrees that such proprietary data shall not be used in performing for the Department of Defense additional work in the same field as work performed under this contract if such additional work is procured competitively. (FAR 9.505-4(b)) [ ] (6) Preparation of Statements of Work or Specifications. If the contractor under this contract assists substantially in the preparation of a statement of work or specifications, the contractor shall be ineligible to perform or participate in any capacity in any contractual effort (solicited or unsolicited) that is based on such statement of work or specifications. The contractor shall not incorporate its products or services in such statement of work or specifications unless so directed in writing by the Contracting Officer, in which case the restrictions in this subparagraph shall not apply. Contractor agrees that it will not supply to the Department of Defense (either as a prime contractor or as a subcontractor) or act as consultant to a supplier of, any system, subsystem or major component utilized for or in connection with any item or work statement prepared or other services performed or materials delivered under this contract, and is procured on a competitive basis, by the Department of Defense with [Insert the period of prohibition] after completion of work under this contract. This instruction shall not apply to any system, subsystem, or major component for which the contractor is the sole source of supply or which it participated in designing or developing. (FAR 9.505-4(b)) [ ] (7) Advisory and Assistance Services (AAS). If the contractor provides AAS services as defined in paragraph

(d) of this instruction, it shall be ineligible thereafter to participate in any capacity in Government contractual efforts (solicited or unsolicited) which stem directly from such work, and the contractor agrees not to perform similar work for prospective offerors with respect to any such contractual efforts. Furthermore, unless so directed in writing by the Contracting Officer, the contractor shall not perform any such work under this contract on any of its products or services, or the products or services of another firm for which the contractor performs similar work. Nothing in this subparagraph shall preclude the contractor from competing for follow-on contracts for AAS.

(f) Remedies. In the event the contractor fails to comply with this instruction, such noncompliance shall be deemed a material breach of the contract. If such noncompliance is the result of conflicting financial interest involving contractor personnel performing work under this contract, the Government may require the…