W911NF-22-R-0001 DRAFT RFP.pdf

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until local time

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A X B X C X D

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G F 33 - 41

42 - 62 X H 63 - 70

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 70

(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.

W911NF 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 - 3 4 - 5

X I CONTRACT CLAUSES

DESCRIPTION/ SPECS./ WORK STATEMENT X

PACKAGING AND MARKING

J LIST OF ATTACHMENTS

INSPECTION AND ACCEPTANCE

DELIVERIES OR PERFORMANCE

X K

REPRESENTATIONS, CERTIFICATIONS AND

OTHER STATEMENTS OF OFFERORS

CONTRACT ADMINISTRATION DATA 10 X

SPECIAL CONTRACT REQUIREMENTS

OFFER (Must be fully completed by offeror) 11 - 18 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

19 - 31

PART II - CONTRACT CLAUSES

US ARMY ACC-APG-RTP W911NF

800 PARK OFFICE DRIVE

SUITE 4229

RESEARCH TRIANGLE PARK NC 27709

FAX:

TEL:

FAX:

TEL:

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

SOLICITATION

6. REQUISITION/PURCHASE NO.5. DATE ISSUED4. TYPE OF SOLICITATION

SEALED BID (IFB)

NEGOTIATED (RFP)

[ X ]

3. SOLICITATION NO.

W911NF22R0001

Section A - Solicitation/Contract Form

**This is not an official Request for Proposal or invitation for proposals to be submitted. This DRAFT RFP is for informational purposes and is intended to obtain questions/feedback from industry prior to the Industry Day. An official RFP is anticipated to be released following the Industry Day.**

Section A - Final Request for Proposals (RFP) Highlights

1. Vision Statement: Provide the Army and other Joint Warfighter partners with a quick-reaction contracting vehicle to enable & accelerate the realization of new Army Modernization transformational overmatch capabilities through rapid RDT&E prototyping, experimentation, testing, analytics, and technology insertion/integration – all aspects of operationalizing science through disruptive innovation for dominant Multi-Domain Operations (MDO) capabilities.

2. This is a DRAFT Request for Proposals (RFP) as a result of Request for Information (RFI) under W911NF-22-R-0001. The Government seeks input from industry, and questions or comments shall be submitted to usarmy.rtp.devcom-arl.mbx.baa3qa@army.mil . All questions and comments concerning this DRAFT RFP must be submitted in writing. Verbal questions/comments will not be entertained. A cutoff date for receipt of industry written questions and comments on the DRAFT RFP is 4:00 PM Eastern Time on 3 March 2022.

Comments and questions received by this date will be considered for discussion in the industry.

An Industry Day will be held virtually on 17 March 2022. Due to the virtual nature of the Industry Day, interested parties must request access to the Industry Day. This request must include the individual(s) name, company name, phone number and email address, and must be submitted no later than 4:00 PM Eastern Time on 10 March 2022 to usarmy.rtp.devcom-arl.mbx.baa3qa@army.mil . Instructions for accessing the Industry Day will be provided at a later date to those parties who submit a timely request to participate.

3. This requirement encompasses Research and Development that include; Applied Research, Advanced Technology Development, Demonstration and Validation and Operational Systems Development as defined in DFAS-IN Manual 37-100-11. Requirements may support the U.S. Army Research Laboratory, Department of Defense (DoD) and other Government agencies.

4. The North American Industry Classification System (NAICS) code for this acquisition is 541715 - Research and Development in the Physical, Engineering, and Life Sciences (except Biotechnology) and the Business Size Standard is 500 employees. In addition to 541715, there is the potential for the base IDIQ to include additional NAICS codes such as, but not limited to, NAICS codes in the 541330 and 541990 series, as well as 333249 and 334511. The primary Product and Service Code (PSC) is AJ12.

5. The total maximum ceiling for contract awardees collectively shall not exceed $900M throughout the life of the contract(s).

6. The ordering period for the Indefinite Delivery Indefinite Quantity Multiple Award (IDIQ MA) contract(s) will be up to ten (10) years consisting of one (1) 60 month base ordering period and one (1) 60 month optional ordering period.

7. Approximately six (6) to nine (9) IDIQ Contracts are anticipated as a result of the Final RFP. It is the Government’s objective to maximize practicable opportunities for small businesses. The Government intends to Reserve approximately two (2) or three (3) of the awards exclusively for Small Businesses. See Sections M – Basis for Award for additional information.

8. Fixed Fee See Section L.2.3.1, entitled Part 1 - Fee for established maximum fee authorized. Fee shall not be applied to travel or equipment costs. Contractors will be allowed fixed fee on subcontract costs, excluding equipment and travel costs. A maximum nominal Fixed Fee for Prime contractors will be allowed on Other Direct Costs for subcontracts as follows:

Subcontract Costs Maximum Nominal Fee Small Business Subcontracts 5% Other Than Small Business Subcontracts 3%

9. On/Off Ramp Provisions, see Section H.

10. The Government will only accept one (1) proposal from each Corporation. For example, if ABC Corporation has multiple divisions, the corporation must decide which division will submit a proposal.

Failure to adhere to this term may result in all proposals from the Corporation being rejected.

11. The Contractor must be registered in the System for Award Management (SAM) (www.sam.gov) in order to receive a contract award.

12. This DRAFT RFP should not be discussed with any Government employee except the Contracting Officer, Mr.

Chris Justice, and the associated Contract Specialist, Mr. Niko Georgakopoulos. Failure to adhere to this restriction may be grounds to declare your firm ineligible for consideration of any award resulting from this competitive solicitation.

13. The Government will not accept any assumptions, alternate terms, alternate conditions, caveats, or exceptions with proposals. If an offeror includes any assumptions, alternate terms, alternate conditions, caveats, or exceptions with proposals, the proposal may not be considered for award.

Section B - Supplies or Services and Prices

ITEM NO SUPPLIES/SERVICES QUANTITY UNIT UNIT PRICE AMOUNT

0001 Lot R&D, Physical, Engineering, & Life Sci.CPFF

(Professional, Scientific, and Technical Services) Research and Development in the Physical, Engineering, and Life Sciences (except Biotechnology) IAW Performance Work Statement (PWS) entitled "Army Modernization Priorities (AMP)" set forth in Section C. Specific requirements and pricing will be set forth in each Task Order. The maximum total contract value (ceiling) is $900,000,000.00.

FOB: Destination

PSC CD: AJ12

ESTIMATED COST

FIXED FEE

TOTAL EST COST + FEE

0002 Lot R&D, Physical, Engineering, & Life Sci.FFP

Professional, Scientific, and Technical Services) Research and Development in the Physical, Engineering, and Life Sciences (except Biotechnology) IAW Performance Work Statement (PWS) entitled "Army Modernization Priorities (AMP)" set forth in Section C. Specific requirements and pricing will be set forth in each Task Order. The maximum total contract value (ceiling) is $900,000,000.00.

NET AMT

0003 Years Service Contract Reporting (SCR)

Service Contract Reporting (SCR) requirement has been added to the statement of work, and contractor is required to provide data on contractor manpower (including subcontractor manpower) for performance of this contract. The cost, if any, for providing this data shall be entered into the space provided at this CLIN. If no direct cost is associated with providing the data, then annotate that there are no additional costs associated with the execution of this requirement.

0004 Months DD Form 1423

DD Form 1423 Contract Data preparation in accordance with DD Form 1423, Contract Data Requirements List (CDRL) from base IDIQ contract (Exhibit A).

The contractor is obligated to deliver all data listed and the price attributable to the data shall be included in the total price of the Task Order. ****NOT

SEPARATELY PRICED****

Section C - Descriptions and Specifications

Critical Unclassified Information:

There are attachment(s) associated with this DRAFT RFP that are Controlled Unclassified Information (CUI), particularly the Performance Work Statement (PWS). Instructions for obtaining the CUI Attachment(s) are as follows:

If your organization would like to receive CUI documentation, including the PWS, please send an email to:

usarmy.adelphi.devcom-arl.mbx.sedd-seieb@army.mil

The Government will accept PWS requests through 10 March 2022, but may not review them for discussion in the Industry Day per Section A of this Draft RFP.

1. The subject line of your email shall state (exclusive of the parenthesis):

“AMP_DRAFTRFP_(company name) – Request copy of the CUI Attachment 01 AMP IDIQ MAC

PWS”.

2. The body of your email should list each CUI document requested (Attachment Number and Title).

3. Your email must also include the following information (when submitting email attachments, please ensure they are in a .doc, .docx, or .pdf file format):

3.1. Company name and corresponding CAGE code.

3.2. A copy of your DD2345, Militarily Critical Technical Data Agreement, approved by the Joint Certification Office (JCO).

4. Please note, requested documents will be sent to the Data Custodian listed on the DD2345 if approved by DEVCOM-ARL Security.

CUI Attachment (must be requested as stated above):

Attachment_01_AMP_IDIQ_MAC_PWS.pdf

Section D - Packaging and Marking

D.1 Packing and Packaging:

The contractor shall ensure that the preservation, packing, packaging and marking of the deliverable items called for under this contract are compliant with State and Federal Department of Transportation requirements and the Contractor's best commercial practices to prevent hazards of shipment and handling and to ensure safe delivery at destination.

D.2 Marking:

The contractor shall tag or mark all technical data deliverables under this contract with the following in formation:

1. Contract Number

2. Title of the project

3. Contractor's Name

4. Contractor Address

5. A description of the deliverables;

6. Identify whether there is classified or sensitive information within the deliverable.

Section E - Inspection and Acceptance

INSPECTION AND ACCEPTANCE TERMS

Supplies/services will be inspected/accepted at:

CLIN INSPECT AT INSPECT BY ACCEPT AT ACCEPT BY

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

CLAUSES INCORPORATED BY REFERENCE

52.246-1 Contractor Inspection Requirements APR 1984 52.246-4 Inspection Of Services--Fixed Price AUG 1996 52.246-5 Inspection Of Services Cost-Reimbursement APR 1984 52.246-15 Certificate of Conformance APR 1984

Section F - Deliveries or Performance

F.1 Place of Performance

The contractor shall commence work upon assignment of a specific task order by the Contracting Officer. The work shall be accomplished at the location specified in the task order. Specific work locations and hours, if applicable, will also be specified in the task order.

F.2 Period of Performance

F.2.1 The base ordering period for the Army Modernization Priorities (AMP) Multiple Award IDIQ contract is five

(5) years, with a potential five (5) year optional ordering period.

F.2.2 The period of performance for orders will be determined at the Task Order.

DELIVERY INFORMATION

CLIN DELIVERY DATE QUANTITY SHIP TO ADDRESS DODAAC /

CAGE

0001 N/A N/A N/A N/A

0002 N/A N/A N/A N/A

0003 N/A N/A N/A N/A

0004 N/A N/A N/A N/A

52.242-15 Stop-Work Order AUG 1989 52.242-15 Alt I Stop-Work Order (Aug 1989) - Alternate I APR 1984 52.247-34 F.O.B. Destination NOV 1991 52.247-52 Clearance and Documentation Requirements-Shipments to

DOD Air or Water Terminal Transshipment Points

FEB 2006

Section G - Contract Administration Data

G.1 Contractor Performance Assessment Reporting System (CPARS)

The use of the Contractor Performance Assessment Reporting System (CPARS) is required in order to document contractor performance on this Army Modernization Priorities (AMP) Multiple Award IDIQ contract as well as on each individual order. In order to ensure the timely completion of contractor performance reports/assessments within CPARS, specific roles within the CPARS system will be assigned as follows:

Assessing official: Contracting Officer or appointed COR Contractor representative: Designated contractor representative Training for all persons responsible for the preparation and review of performance assessments is available online at http://www.cpars.csd.disa.mil/allapps/cpartrng/webtrain/webtrainall.htm.

G.2 Performance Requirements Summary (PRS)

A performance requirements summary (PRS) will be incorporated in each order. The Contracting Officer, COR, and the contractor shall use the requirements and standards outlined in the PRS to monitor and evaluate contractor performance.

G.3 Special Invoicing Instructions

Special invoicing instructions will be provided for each order as appropriate.

G.4 Government Minimum Obligation

The Government has no obligation to issue any orders except for the minimum guarantee of $2,500.00. The first task order will be funded at the minimum ordering level, and will be issued concurrently with the IDIQ contract.

252.232-7006 Wide Area WorkFlow Payment Instructions DEC 2018

Section H - Special Contract Requirements

H.1. Minimum Guarantee and Ordering Procedures

Orders will be awarded in accordance with FAR 16.505. The Government has no obligation to issue any orders except for the minimum guarantee of $2,500.00, which will be met through issuance of the first task order award.

H.2. Task Order Proposal Process

H.2.1. Task Order types may include: Cost-Plus-Fixed-Fee (CPFF) or Firm-Fixed-Price (FFP)

H.2.2. Best Value Tradeoff source selection approaches may be used at the task order level.

H.2.2.1. Best Value Tradeoff Procedures:

A tradeoff process is appropriate when it may be in the best interest of the Government to consider award to other than the lowest priced proposal or other than the highest technically rated proposal. This process permits tradeoffs among cost or price and non-cost factors and allows the Government to accept other than the lowest priced proposal or other than the most highly rated technical proposal.

When using a tradeoff process, the following apply:

All evaluation factors and significant sub factors that will affect contract award and their relative importance will be clearly stated in the Task Order Request (TOR); and

The TOR will state whether all evaluation factors other than cost or price, when combined, are significantly more important than, approximately equal to, or significantly less important than cost or price.

H.2.2.2. The Government estimates that the majority of the task orders may be issued on a cost reimbursement basis.

Regardless of task order type, fee/profit shall be determined for each task order in accordance with the weighted guidelines application identified at DFAR 215.404-71.

H.2.2.3. The Contract Data Requirements List (CDRL) and Quality Assurance Surveillance Plan (QASP) that are incorporated into the Base IDIQ Section J are applicable to task orders unless otherwise specified at the task order level.

H.2.2.4. SPECIFIC: The contractor shall commence work upon assignment of a specific task order by the Contracting Officer. The work shall be accomplished at the location specified in the task order.

H.2.2.5. TASK ORDER REQUEST (TOR): The task order request constitutes the specific work packages and functions assigned to the contractor within the scope of work and contracted for task orders issued by the Contracting Officer. TORs include specific instructions and details regarding the requirements to be performed.

H.2.2.6. TASK ORDER REQUEST FORMAT: Proposed TORs will contain sufficient information to allow the contractor to prepare the task order proposal. The proposed TOR will contain as a minimum the following:

a. TOR Number

b. Applicable Contract Number

c. Proposal Instructions

d. Evaluation Criteria and Basis for Award

e. Description of Requirement (PWS)

f. Deliverables

g. Contract Requirements Data Lists (CDRL)

h. Performance Location

i. Security Classification

j. Period of Performance

k. Procurement History, as applicable

l. COR and Technical Monitor, as applicable

m. Government Furnished Property, as applicable

n. Theater Business Clauses, as applicable

o. Special Clauses and Notes to Awardees

p. Key Personnel

H.2.2.7. TASK ORDER PROCESS

The KO will conduct market research for each TOR to determine if the TOR can be set aside for small business concerns participating in the program. This market research is anticipated to occur via sources sought prior to issuing the TOR.

Awardee shall submit to the KO, a written Task Order Proposal (TOP) within the time specified in the TOR, and shall contain as a minimum, the following:

a. TOR Number

b. Contract Number

c. Authorized Negotiator Point of Contact

d. TOR Content as prescribed in TOR Instructions

e. Technical Proposal to include Performance Schedule and Milestones and subcontract participation Cost Proposal that includes as a minimum; a complete breakdown of direct, indirect cost, other direct cost such as travel, equipment and materials, fully disclosed subcontract information pursuant to FAR 15.408 and Certified Cost or Pricing Data for Prime and Subcontractor as applicable.

f. A cost narrative with sufficient documentation necessary to adequately support and explain each individual cost element proposed.

g. Subcontractor price or cost analysis as applicable and justification for subcontract type

h. Compliance with FAR 52.215-22 Limitations of Pass-Through Charges--Identification of Subcontract Effort, FAR 52.215-23 Limitations of Pass-Through Charges and FAR 52.219-14 Limitations On Subcontracting

i. Data Rights and Assertions

H.3. SPECIAL INSTRUCTIONS FOR TASK ORDER PROPOSAL (TOP) SUBMISSIONS:

H.3.1. COST PLUS FIXED FEE (CPFF) TASK ORDERS

Pursuant to FAR 16.301-3(3), the Awardees' accounting system must be determined adequate to receive CPFF task orders.

H.3.2. LIMITATION OF PASS-THROUGH CHARGES

FAR 52.215-22, Limitation on Pass-Through Charges-Identification of Subcontract Effort and 52.215-23 Limitation on Pass-Through Charges: FAR 52.215-22, Limitation on Pass Through Charges- Identification of Subcontract Effort and 52.215-23, Limitation on Pass Through Charges are applicable to this requirement. If subcontractor costs proposed exceed 70% of the total costs to be performed, Contractors must comply with the subject clauses by providing sufficient information for the Contracting Officer to determine the added value along with assessment of fee and indirect costs. This information will be used as part of the best value decision and evaluation of all elements of costs.

H.3.3. SUBMITTAL OF SUBCONTRACTOR FULLY DISCLOSED PROPOSAL

In order to facilitate expedience when evaluating proposals in response to TORs it is important that the following be adhered to. It is an acceptable practice for Prime contractors to utilize subcontractors in response to requirements.

However, costs associated with the prime and "subcontractor" partnership must be evaluated for its fair and reasonableness. "Undisclosed" or "loaded" cost does not allow a proper cost analysis. Therefore the following must be adhered to:

H.3.3.1. FAR 52.215-12 "Subcontractor Certified Cost or Pricing Data" must be adhered to and required information shall be provided as part of the prime contractors proposal submissions by the TOR due date.

H.3.3.2. Prime contractors are responsible for ensuring that fully disclosed rates are provided for evaluation of proposals in response to TOR.

H.3.3.2.1. Subcontract proposals <$750K. The Prime Contractor must provide a cost analysis that fully supports the reasonableness of subcontractor costs to include an analysis of costs and fee/profit.

H.3.3.2.2. Subcontract proposals >$750K. Prime Contractor must provide a cost analysis that fully supports the reasonableness of subcontractor costs to include an analysis of costs and fee/profit. In addition, Prime contractors must either provide along with prime proposals or ensure that subcontractors provide a complete breakdown of costs to include subcontractor cost and fee/profit proposed to the KO by the closing date. See format in Table 15-2 of FAR 15.408 for guidance. Primes shall require subcontractors TO submit fully disclosed rates to the contracting officer by the closing date of the TOR. FAILURE TO PROVIDE THIS INFORMATION BY THE TOR

CLOSING DATE MAY RESULT IN PROPOSALS BEING ELIMINATED FROM CONSIDERATION OF

TASK ORDER AWARDS.

H.3.4. FEE/PROFIT ON TRAVEL AND EQUIPMENT COSTS

Fee or Profit is not authorized for Prime or Subcontractors on travel, stipend, and equipment costs.

H.3.5. USE OF SUBCONTRACTORS AT THE TASK ORDER LEVEL:

Subcontractors proposed will be considered the established subcontracting team and incorporated into the resultant contract.

Additions to the subcontracting team may be considered to support a specific task order request, however, will be highly scrutinized. Awardees are highly encouraged to submit request to add subcontractors as early as possible to preclude delay. Request will only be considered if the requirement dictates the need for a capability that does not currently exist on the subcontractor team. Therefore, all requests to add subcontractors must be provided to the contracting officer and include a complete rationale and specify the basis for not utilizing approved subcontractors, the need and value added of the proposed new subcontractor. A Contracting Officer response will be provided in two (2) working days. The Task Order Proposal date will not be extended to accommodate these requests.

H.4 FIXED FEE AND PROFIT

H.4.1 The Government estimates that the majority of orders will be issued entirely on a cost reimbursable basis, the maximum fixed fee allow is described below:

H.4.1.1 The maximum fixed fee rates apply to any and all cost reimbursement orders and any new requirements added to the order and any orders that may extend beyond the ordering period. When preparing a task order proposal, contractors shall consider the weighted guidelines application at DFAR 215.404-71.

H.4.1.2 Fixed fee will be negotiated for each task order in accordance with DFAR 215.404-71. Contractors will be allowed fixed fee on subcontract costs, excluding equipment, stipend, and travel costs. The maximum Fixed Fee the Prime contractors will be allowed to apply fee to subcontracts is as follows:

Small Business Subcontracts: Maximum Nominal Fee 5% Other Than Small Business Subcontracts: Maximum Nominal Fee 3%

H.4.1.3 Fixed fee shall not be included on proposed travel, stipend, and equipment costs.

H.4.2 Profit: Profit will be negotiated on FFP task orders at the task order level.

H.4.2.1 The maximum profit rates apply to any and all firm fixed price orders and any new requirements added to the order and any orders that may extend beyond the ordering period. Contractors shall not propose profit for firm fixed price orders or CLINs that exceed the maximum profit rates as TBD at the task order level.

H.4.2.2 Profit will be negotiated for each task order in accordance with DFAR 215.404-71. Contractors will be allowed profit on subcontract costs, excluding equipment, stipend, and travel costs.

Prime contractors will be allowed to apply fee to subcontracts is as follows:

Small Business Subcontracts: Maximum Nominal Fee 5% Other Than Small Business Subcontracts: Maximum Nominal Fee 3%

H.4.2.3 Profit shall not be included on proposed travel, stipend and equipment costs.

H.5 Travel

H.5.1 Travel arrangements, including extended travel, shall be provided to and are subject to approval by the COR in advance of travel.

H.5.2 Costs for transportation shall be based upon mileage rates, actual costs incurred, or on a combination thereof, provided the method used results in a reasonable charge. Travel costs will be considered reasonable and allowable only to the extent that they do not exceed on a daily basis the maximum per diem rates in effect at the time of the travel as set forth in the Joint Travel Regulations (JTR).

H.5.3 Maximum use is to be made of the lowest available customary standard coach or equivalent airfare accommodations available during normal business hours. Using Government funds to pay for premium travel (including first and business class) is not allowable unless specifically authorized. Exceptions for the use of premium travel shall be approved in writing by the COR prior to travel.

H.6 Organizational Conflict of Interest (OCI)

H.6.1 The term "Organizational Conflicts of Interest (OCI) is defined in Federal Acquisition Regulation (FAR) 2.1;

also see FAR 9.502 (c). An "OCI exists when a Contractor would face an actual or potential conflict of interest if it worked on a planned contract, due either to its other business interests or to the nature of the effort to be performed.

However, organizational conflicts of interest are more likely to occur in contracts involving:

Management support services;

Consultant or other professional services;

Contractor performance of or assistance in technical evaluations; or Systems engineering and technical direction work performed by a Contractor that does not have overall contractual responsibility for development or production.

The Contracting Officer will review and analyze (PWS/SOW/SOO) under this contract prior to issuance of a Task Order Request and determine that no OCI has been identified, potential or otherwise. However, Awardees shall make a preliminary disclosure to the Contracting Officer, prior to the due date for receipt of Task Order Proposals, of any OCI issues the Awardee has identified. Such preliminary disclosure will allow the Contracting Officer more time to assess both the potential OCI and the Awardees proposed strategy to negate or mitigate the OCI. This assessment may be crucial since, per FAR 9.504(e), the Contracting Officer may not award the task order/delivery order to a Contractor with an OCI that cannot be negated or mitigated. If the Contractor demonstrates to the Contracting Officer that there may be a possible conflict of interest arising out of an existing contract, the Contracting Officer will take the necessary action to delete that requirement and/or mitigate any conflict of interest that may be present. The Contractor agrees that the Government may, up to three years after acceptance of all programmatic documentation to be delivered under applicable Task Orders, restrict the Contractors future participation in any resulting program managed system acquisition action(s).

H.6.2 Title 10, US Code Section 2399 prohibits the involvement of a defense contractor in the operational test and evaluation of its own systems and equipment. Consequently, all parties must be particularly sensitive to potential, actual, or perceived organizational conflicts of interest where system contractors are or appear to be involved in the operational testing and evaluation of their own equipment or systems, including involvement as a test support contractor. Such involvement is strictly prohibited. The Contractor acknowledges that it is familiar with Title 10 U.S.C. Section 2399 and FAR Subpart 9.5 and agrees that it will avoid conflicts of interest and, to the maximum possible extent, the appearance of conflict of interest, in accordance with the principles set forth in the Statute and FAR. The contractor also acknowledges that statutory operational testing and evaluation conflicts of interest arising under 10 U.S.C. 2399 and Army Regulation 73-1, paragraph 5-6, may not be mitigated or "firewalled" using the FAR Subpart 9.5 procedures.

H.7 Federal Holidays

H.7.1 Contractor personnel performing at a Government site shall observe federal holidays and other days identified in this section unless otherwise indicated in an order. The Government observes the following days as holidays:

New Years Day Birthday of Martin Luther King, Jr.

Washington’s Birthday Memorial Day Juneteenth Independence Day Labor Day Columbus Day Veterans Day Thanksgiving Day Christmas Day

In addition to the days designated as holidays, the Government may also observe any day designated by Federal Statute, Executive Order, or Presidents Proclamation.

H.8 Government Site Closures

H.8.1 All or part of a Government site may be closed in response to an unforeseen emergency. Such emergencies may include, but are not limited to, adverse weather such as snow or flood, a natural disaster such as tornado or earthquake, or a site disaster such as a gas leak or fire. Contractor personnel are non-essential personnel for purposes of any instructions regarding such emergencies.

H.8.2 Contractor personnel shall be officially dismissed upon notification of a Government site closure.

H.8.3 Contractor personnel shall promptly secure all Government furnished property appropriately and evacuate in an expedient but safe manner.

H.8.4 Regarding Government site closure notifications, contractors shall follow instructions for non-essential personnel provided by local radio, television, official websites, and/or official Government site hotlines. Contractors may not receive any other form of notification of a Government site closure from the Government. If a decision to close all or part of a Government site is made during the duty day and the decision is transmitted through official notification channels, contractors shall follow the instructions provided.

H.8.5 Regarding the requirements of an order under this contract, the Government shall retain the following options:

H.8.5.1 The Government may grant an extension for any order delayed by the closure equal to the time of the closure, subject to the availability of funds.

H.8.5.2 The Government may forego work. Contractors shall not receive payment for any work not performed.

H.8.5.3 The Government may reschedule the work on any day that is mutually satisfactory.

H.8.5.4 The Government may, at its discretion, permit the contractor personnel to perform at an off-site location during the period of the Government site closure, if meaningful work can be accomplished. If given the approval to work off-site during the closure, the contractor shall certify to the Government in writing within five (5) business days of returning to the Government site the nature and scope of the work completed off-site. If applicable, the contractor shall be permitted to bill the Government at the labor rates specified in the cost proposal for the specific task order.

H.9 Additional Clauses

Additional clauses may be added to orders issued under this contract as applicable. Examples include, but are not limited to, the following:

a.Additional intellectual property and data rights clauses

b. FAR Part 15 Contracting by Negotiation clauses may be added depending on the basis for award of an order.

H.10 Other Considerations

H.10.1 Additional CLINs may be added to orders if necessary to meet the requirements of the order. For example, CLINs may be added for ancillary items or data requirements.

H.10.2 The Government will not reimburse contractors for bid and proposal costs associated with any request for proposal for orders awarded on a competitive, sole source, or single offer basis, any contract or order modification, or any no cost settlement unless mutually agreed upon in writing.

H.11 Use of On-Ramps Provisions

On-Ramps are expected to be used to obtain a new pool of viable Small Business IDIQ Awardees. However, the Government reserves the right to utilize on-ramp provisions for large businesses if off-ramp for large businesses is implemented. In an on-ramp scenario, the Government would periodically review the total number of contractors participating in the ordering process and determine whether it would be in the Government's best interest to initiate an open season to add new contractors.

Contracts awarded under this methodology must share in the program ceiling and their award must not constitute a basis of contractual adjustment for existing partners. Solicitations, and any resulting contracts awarded under this provision, will include the same terms and conditions of the original contract and will not exceed the remaining period of performance.

The following situations are examples of circumstances when on-ramps may be used:

a. To replace Small Business Awardees that outgrow their size status and are no longer eligible to receive new task orders within a specific size. Small Business Awardees that “graduate" into the next size category will NOT be removed from the contract.

b. New additional Small Businesses are needed to refresh the competition

c. To replace a Large or Small Business that fails to participate on task order requirements for which the contract-holder has a reasonable chance for award. The Government may elect to replace the Awardee if lack of contractor participation exceeds a 24 month time-frame.

d. To maintain robust competition in instances of poor performers, affecting both Large and Small Businesses.

H.12 Use of Off-Ramps Provisions

The Government will utilize options as a mechanism to Off-Ramp an awardee. The use of the Off Ramp provision does not remove the Governments unilateral right to determine it is not in its best interests to exercise the optional ordering periods.

The Contracting Officer may elect to Off Ramp an awardee by NOT exercising the Option on the task order contracts. The use of Options to Off ramp awardees may apply to both Large and Small Business Awardees.

The Contracting Officer may make the determination NOT to exercise an option and notify awardees within 60 days of the effective date. The following situations are “examples” of circumstances when options may not be exercised:

a. Off ramps may apply to both Large and Small Business Awardees.

b. When a large or small business fails to submit Technically Acceptable Task Order Proposals (TOPs) for 5% of Task Order Requests (TORs) issued per 24-month period. The Government may elect not to exercise the option if lack of contractor participation exceeds a 24month time-frame.

c. In instances of poor performance, affecting both Large and Small Businesses. The Government will conduct an annual assessment of the contractor's performance using the Contract level metrics below and the applicable Task Order QASP to determine if options will be exercised. The annual assessment will examine performance results, using the appropriate type of surveillance. If the Government determines that the contractor failed to meet standards, as required by the Contract level metrics and applicable Task Order QASP, the Government may implement the off-ramp procedures by not exercising an option on the contract.

H.13 Metrics to be Used to Determine On/Off Ramp Provisions

Metrics. Metrics will be evaluated at the task order contract level and will consider cost, schedule, performance, small business participation (for large and small businesses) and customer satisfaction. The following are the metrics that will be utilized at the Contract level ($900M):

(1) Socio-Economic Goals: Small business participation will be used to evaluate the metrics on this contract. The small business participation goal for this acquisition is at least 15% of the total contract value. Data will be collected on an annual basis that illustrates the degree to which small businesses (and subcategories) are used as subcontractors.

METRIC: Small business participation.

TARGET/GOAL: 90% of small business participation for small businesses.

(2) Performance Over All Task Orders Awarded: Data will be collected on an annual basis that illustrates the degree of accuracy of all deliverable submitted. Documentation is critical to schedule, cost and performance to the stakeholders.

METRIC: Quality of Deliverables.

TARGET/GOAL: 100% of all final deliverables received are accepted within 2 submissions.

(3) Key Personnel: The contractor’s performance in selecting, retaining, supporting, and replacing, when necessary, key personnel.

METRIC: Management of Key Personnel.

TARGET/GOAL: 100% of all key personnel are approved by the Contracting Officer before changes made at the Contract and/or Task Order level.

(4) Contract Participation: The Contractor’s performance in proposing at the task order level.

METRIC: Number of Task Order Proposals (TOPs) received within a 24 month period.

TARGET/GOAL: Must have submitted Technically Acceptable TOPs for 5% of Task Order Requests (TORs) issued per 24-month period.

(5) Client Satisfaction and Quality Review: Data will be collected on an annual basis that illustrates the degree of satisfaction of the clients for overall performance of the work as well as the quality of services performed.

METRIC: Client satisfaction and quality rating.

TARGET/GOAL: At least 90% of satisfactory and above ratings .Feedback may be obtained via customer satisfaction survey.

Any contractor that is off-ramped shall not submit proposals or receive any further order awards under this contract.

However, any contractor that is off-ramped shall be responsible to continue performance on existing orders in accordance with the terms and conditions of the orders, including order option periods, if exercised.

Section I - Contract Clauses

52.202-1 Definitions JUN 2020 52.203-3 Gratuities APR 1984 52.203-5 Covenant Against Contingent Fees MAY 2014 52.203-6 Restrictions On Subcontractor Sales To The Government JUN 2020 52.203-7 Anti-Kickback Procedures JUN 2020 52.203-8 Cancellation, Rescission, and Recovery of Funds for Illegal or

Improper Activity

MAY 2014

52.203-10 Price Or Fee Adjustment For Illegal Or Improper Activity MAY 2014 52.203-12 Limitation On Payments To Influence Certain Federal

Transactions

JUN 2020

52.203-13 Contractor Code of Business Ethics and Conduct DEC 2021 52.203-17 Contractor Employee Whistleblower Rights and Requirement

To Inform Employees of Whistleblower Rights

JUN 2020

52.203-19 Prohibition on Requiring Certain Internal Confidentiality Agreements or Statements

JAN 2017

52.204-2 Security Requirements MAR 2021 52.204-7 System for Award Management OCT 2018 52.204-8 Annual Representations and Certifications DEC 2021 52.204-9 Personal Identity Verification of Contractor Personnel JAN 2011 52.204-10 Reporting Executive Compensation and First-Tier

Subcontract Awards

JUN 2020

52.204-13 System for Award Management Maintenance OCT 2018 52.204-14 Service Contract Reporting Requirements OCT 2016 52.204-15 Service Contract Reporting Requirements for Indefinite-

Delivery Contracts

OCT 2016

52.204-18 Commercial and Government Entity Code Maintenance AUG 2020 52.204-19 Incorporation by Reference of Representations and

Certifications.

DEC 2014

52.204-21 Basic Safeguarding of Covered Contractor Information Systems

DEC 2021

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

DEC 2021

52.209-9 Updates of Publicly Available Information Regarding Responsibility Matters

JAN 2011

52.210-1 Market Research DEC 2021 52.215-2 Audit and Records--Negotiation JUN 2020 52.215-8 Order of Precedence--Uniform Contract Format OCT 1997 52.215-10 Price Reduction for Defective Certified Cost or Pricing Data AUG 2011 52.215-11 Price Reduction for Defective Certified Cost or Pricing Data--

Modifications

JUN 2020

52.215-12 Subcontractor Certified Cost or Pricing Data JUN 2020 52.215-13 Subcontractor Certified Cost or Pricing Data--Modifications JUN 2020 52.215-14 Integrity of Unit Prices DEC 2021 52.215-15 Pension Adjustments and Asset Reversions OCT 2010 52.215-16 Facilities Capital Cost of Money JUN 2003 52.215-17 Waiver of Facilities Capital Cost of Money OCT 1997 52.215-18 Reversion or Adjustment of Plans for Postretirement Benefits

(PRB) Other than Pensions

JUL 2005

52.215-19 Notification of Ownership Changes OCT 1997

52.215-21 Requirements for Certified Cost or Pricing Data and Data Other Than Certified Cost or Pricing Data -- Modifications

DEC 2021

52.215-22 Limitations on Pass-Through Charges--Identification of Subcontract Effort

OCT 2009

52.215-23 Limitations on Pass-Through Charges JUN 2020 52.216-7 Allowable Cost And Payment AUG 2018 52.216-8 Fixed Fee JUN 2011 52.217-9 Option To Extend The Term Of The Contract MAR 2000 52.219-3 Notice of HUBZone Set-Aside or Sole-Source Award SEP 2021 52.219-8 Utilization of Small Business Concerns OCT 2018 52.219-13 Notice of Set-Aside of Orders MAR 2020 52.219-14 Limitations On Subcontracting SEP 2021 52.219-28 Post-Award Small Business Program Rerepresentation SEP 2021 52.222-1 Notice To The Government Of Labor Disputes FEB 1997 52.222-2 Payment For Overtime Premiums JUL 1990 52.222-3 Convict Labor JUN 2003 52.222-4 Contract Work Hours and Safety Standards - Overtime

Compensation

MAY 2018

52.222-21 Prohibition Of Segregated Facilities APR 2015 52.222-26 Equal Opportunity SEP 2016 52.222-35 Equal Opportunity for Veterans JUN 2020 52.222-36 Equal Opportunity for Workers with Disabilities JUN 2020 52.222-37 Employment Reports on Veterans JUN 2020 52.222-38 Compliance With Veterans' Employment Reporting

Requirements

FEB 2016

52.222-40 Notification of Employee Rights Under the National Labor Relations Act

DEC 2010

52.222-41 Service Contract Labor Standards AUG 2018 52.222-43 Fair Labor Standards Act And Service Contract Labor

Standards - Price Adjustment (Multiple Year And Option Contracts)

AUG 2018

52.222-46 Evaluation Of Compensation For Professional Employees FEB 1993 52.222-50 Combating Trafficking in Persons DEC 2021 52.222-54 Employment Eligibility Verification DEC 2021 52.223-5 Pollution Prevention and Right-to-Know Information MAY 2011 52.223-6 Drug-Free Workplace MAY 2001 52.223-10 Waste Reduction Program MAY 2011 52.223-18 Encouraging Contractor Policies To Ban Text Messaging

While Driving

JUN 2020

52.224-1 Privacy Act Notification APR 1984 52.224-2 Privacy Act APR 1984 52.224-3 Privacy Training JAN 2017 52.227-1 Authorization and Consent JUN 2020 52.227-2 Notice And Assistance Regarding Patent And Copyright

Infringement

JUN 2020

52.228-5 Insurance - Work On A Government Installation JAN 1997 52.228-7 Insurance--Liability To Third Persons MAR 1996 52.229-3 Federal, State And Local Taxes FEB 2013 52.230-1 Cost Accounting Standards Notices And Certification JUN 2020 52.230-3 Disclosure And Consistency Of Cost Accounting Practices JUN 2020 52.232-1 Payments APR 1984 52.232-8 Discounts For Prompt Payment FEB 2002 52.232-9 Limitation On Withholding Of Payments APR 1984 52.232-11 Extras APR 1984 52.232-12 Advance Payments MAY 2001

52.232-17 Interest MAY 2014 52.232-18 Availability Of Funds APR 1984 52.232-19 Availability Of Funds For The Next Fiscal Year APR 1984 52.232-20 Limitation Of Cost APR 1984 52.232-22 Limitation Of Funds APR 1984 52.232-23 Assignment Of Claims MAY 2014 52.232-25 Prompt Payment JAN 2017 52.232-25 Alt I Prompt Payment (Jan 2017) Alternate I FEB 2002 52.232-33 Payment by Electronic Funds Transfer--System for Award

Management

OCT 2018

52.232-36 Payment by Third Party MAY 2014 52.232-39 Unenforceability of Unauthorized Obligations JUN 2013 52.232-40 Providing Accelerated Payments to Small Business

Subcontractors

DEC 2021

52.233-1 Disputes MAY 2014 52.233-2 Service Of Protest SEP 2006 52.233-3 Protest After Award AUG 1996 52.233-3 Alt I Protest After Award (Aug 1996) - Alternate I JUN 1985 52.233-4 Applicable Law for Breach of Contract Claim OCT 2004 52.237-2 Protection Of Government Buildings, Equipment, And

Vegetation

APR 1984

52.237-3 Continuity Of Services JAN 1991 52.239-1 Privacy or Security Safeguards AUG 1996 52.242-1 Notice of Intent to Disallow Costs APR 1984 52.242-3 Penalties for Unallowable Costs SEP 2021 52.242-4 Certification of Final Indirect Costs JAN 1997 52.242-5 Payments to Small Business Subcontractors JAN 2017 52.242-13 Bankruptcy JUL 1995 52.243-1 Alt I Changes--Fixed Price (Aug 1987) - Alternate I APR 1984 52.243-1 Alt III Changes--Fixed Price (Aug 1987) - Alternate III APR 1984 52.243-2 Alt I Changes--Cost-Reimbursement (Aug 1987) - Alternate I APR 1984 52.244-2 Subcontracts JUN 2020 52.244-5 Competition In Subcontracting DEC 1996 52.244-6 Subcontracts for Commercial Products and Commercial

Services

DEC 2021

52.245-1 Government Property SEP 2021 52.245-9 Use And Charges APR 2012 52.246-4 Inspection Of Services--Fixed Price AUG 1996 52.246-5 Inspection Of Services Cost-Reimbursement APR 1984 52.246-25 Limitation Of Liability--Services FEB 1997 52.249-2 Termination For Convenience Of The Government (Fixed-

Price)

APR 2012

52.249-4 Termination For Convenience Of The Government (Services) (Short Form)

APR 1984

52.249-6 Termination (Cost Reimbursement) MAY 2004 52.249-8 Default (Fixed-Price Supply & Service) APR 1984 52.249-14 Excusable Delays APR 1984 52.252-1 Solicitation Provisions Incorporated By Reference FEB 1998 52.252-6 Authorized Deviations In Clauses NOV 2020 52.253-1 Computer Generated Forms JAN 1991 252.201-7000 Contracting Officer's Representative DEC 1991 252.203-7000 Requirements Relating to Compensation of Former DoD

Officials

SEP 2011

252.203-7001 Prohibition On Persons Convicted of Fraud or Other Defense- Contract-Related Felonies

DEC 2008

252.203-7002 Requirement to Inform Employees of Whistleblower Rights SEP 2013 252.203-7003 Agency Office of the Inspector General AUG 2019 252.203-7004 Display of Hotline Posters AUG 2019 252.204-7000 Disclosure Of Information OCT 2016 252.204-7002 Payment For Contract Line or Subline Items Not Separately

Priced

APR 2020

252.204-7003 Control Of Government Personnel Work Product APR 1992 252.204-7006 Billing Instructions OCT 2005 252.204-7007 Alternate A, Annual Representations and Certifications MAY 2021 252.204-7008 Compliance With Safeguarding Covered Defense Information

Controls

OCT 2016

252.204-7012 Safeguarding Covered Defense Information and Cyber Incident Reporting

DEC 2019

252.204-7018 Prohibition on the Acquisition of Covered Defense Telecommunications Equipment or Services

JAN 2021

252.205-7000 Provision Of Information To Cooperative Agreement Holders DEC 1991 252.211-7007 Reporting of Government-Furnished Property AUG 2012 252.215-7002 Cost Estimating System Requirements DEC 2012 252.215-7009 Proposal Adequacy Checklist JAN 2014 252.222-7006 Restrictions on the Use of Mandatory Arbitration Agreements DEC 2010 252.223-7004 Drug Free Work Force SEP 1988 252.227-7000 Non-estoppel OCT 1966 252.227-7013 Rights in Technical Data--Noncommercial Items FEB 2014 252.227-7014 Rights in Noncommercial Computer Software and

Noncommercial Computer Software Documentation

FEB 2014

252.227-7015 Technical Data--Commercial Items FEB 2014 252.227-7016 Rights in Bid or Proposal Information JAN 2011 252.227-7019 Validation of Asserted Restrictions--Computer Software SEP 2016 252.227-7020 Rights In Special Works JUN 1995 252.227-7025 Limitations on the Use or Disclosure of Government-

Furnished Information Marked with Restrictive Legends

MAY 2013

252.227-7026 Deferred Delivery Of Technical Data Or Computer Software APR 1988 252.227-7027 Deferred Ordering Of Technical Data Or Computer Software APR 1988 252.227-7028 Technical Data or Computer Software Previously Delivered to the Government

JUN 1995

252.227-7030 Technical Data--Withholding Of Payment MAR 2000 252.227-7037 Validation of Restrictive Markings on Technical Data SEP 2016 252.231-7000 Supplemental Cost Principles DEC 1991 252.232-7003 Electronic Submission of Payment Requests and Receiving

Reports

DEC 2018

252.232-7007 Limitation Of Government's Obligation…