29OCT2015_Draft_RFP_(reduced)2.pdf

CODE

(Hour)

PAGE(S)

until local time

X

A X B

C D

EX

X G F 127 - 133

134 - 153 X H 154 - 168

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)

1 168

(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.

W911QY 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

2 - 8

X I CONTRACT CLAUSES

DESCRIPTION/ SPECS./ WORK STATEMENT X

PACKAGING AND MARKING

J LIST OF ATTACHMENTS

INSPECTION AND ACCEPTANCE

DELIVERIES OR PERFORMANCE

10 X K REPRESENTATIONS, CERTIFICATIONS AND

OTHER STATEMENTS OF OFFERORS

CONTRACT ADMINISTRATION DATA 11 - 12 X

SPECIAL CONTRACT REQUIREMENTS

OFFER (Must be fully completed by offeror) 13 - 24 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

25 - 125

PART II - CONTRACT CLAUSES

W6QK ACC-APG NATICK

CONTRACTING DIVISION

BLDG 1 GENERAL GREENE AVENUE

NATICK MA 01760-5011

FAX:

TEL:

FAX:

TEL:

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

SOLICITATION

6. REQUISITION/PURCHASE NO.5. DATE ISSUED

30 Oct 2015

4. TYPE OF SOLICITATION

SEALED BID (IFB)

NEGOTIATED (RFP)

[ X ]

3. SOLICITATION NO.

W911QY-16-R-0009

Section B - Supplies or Services and Prices

ITEM NO SUPPLIES/SERVICES QUANTITY UNIT UNIT PRICE AMOUNT

0001 Lot

ENGINEERING SERVICES - FFP

FFP

The contractor, as an independent contractor and not as an agent of the Government, shall furnish approximately 306,456 hours of Engineering Services in support of Tactical Unmanned Aircraft System (TUAS), the Universal Ground Control Station (UGCS), and the Universal Ground Data Terminal (UGDT), in CONUS and OCONUS, and their domestic and foreign customers, as allocated by individual Task Orders (TOS).

FOB: Destination

NET AMT

0002 Lot

ENGINEERING SERVICES - CPFF

CPFF

The contractor, as an independent contractor and not as an agent of the Government, shall furnish approximately 153,228 hours of Engineering Services in support of Tactical Unmanned Aircraft System (TUAS), the Universal Ground Control Station (UGCS), and the Universal Ground Data Terminal (UGDT), in CONUS and OCONUS, and their domestic and foreign customers, as allocated by individual Task Orders (TOS).

ESTIMATED COST

FIXED FEE

TOTAL EST COST + FEE

0003 Lot

ENGINEERING SERVICES - CPIF

CPIF

The contractor, as an independent contractor and not as an agent of the Government, shall furnish approximately 153,228 hours of Engineering Services in support of Tactical Unmanned Aircraft System (TUAS), the Universal Ground Control Station (UGCS), and the Universal Ground Data Terminal (UGDT), in CONUS and OCONUS, and their domestic and foreign customers, as allocated by individual Task Orders (TOS).

TARGET COST

TARGET FEE

TOTAL TGT COST + FEE

MINIMUM FEE

MAXIMUM FEE

SHARE RATIO ABOVE TARGET

SHARE RATIO BELOW TARGET

0004 Each

NEW EQUIPMENT TRAINING (NET)

FFP

TUAS flight training with GFE at contractor facility includes PM/Admin and direct labor costs for travel days IAW contract provisions. TRAVEL COSTS EXCLUDED; charged against separate travel CLIN.

0005 Days

OTHER TRAINING (OPERATOR)

FFP

NEW EQUIPMENT TRAINING (NET)

TUAS flight training with GFE at contractor facility includes PM/Admin and direct labor costs for travel days IAW contract provisions. TRAVEL COSTS

0006 Days

OTHER TRAINING (MAINTAINER)

FFP

NEW EQUIPMENT TRAINING (NET)

TUAS flight training with GFE at contractor facility includes PM/Admin and direct labor costs for travel days IAW contract provisions. TRAVEL COSTS

0007 Each

OCONUS (AFG) GOCO

FFP

GOVERNMENT OWNED – CONTRACTOR OPERATED (GOCO)

PERSONNEL

The contractor shall operate and perform operator and field-level tasks as delineated in existing technical manuals, field manuals, and other government-issued aviation and UAS Operations Guidance. IAW contract provisions.

INCLUDES PM/Admin.

0008 Each

SAR

FFP

GOVERNMENT OWNED – CONTRACTOR OPERATED (GOCO)

PERSONNEL

The contractor shall operate and perform operator and field-level tasks as delineated in existing technical manuals, field manuals, and other government-issued aviation and UAS Operations Guidance. IAW contract provisions.

INCLUDES PM/Admin.

0009 Each

EPA

FFP

GOVERNMENT OWNED – CONTRACTOR OPERATED (GOCO)

PERSONNEL

The contractor shall operate and perform operator and field-level tasks as delineated in existing technical manuals, field manuals, and other government-issued aviation and UAS Operations Guidance. IAW contract provisions. Includes PM/Admin.

0010 Lot

TECHNICAL DATA

FFP

The contractor shall deliver all 88 Contract Data Requirement List (CDRL) (A001- A088) requirements IAW the CDRL instructions and the PWS.

Reference CDRL list (Section J Attachment D) Pricing Workbook (Section J Attachment H)

0011 Lot

TRAVEL COST

COST

TRAVEL COST

To be reimbursed at actual cost with G&A only.

0012 Lot

OTHER DIRECT COST (ODC)

COST

ODCs are requirements outside of those, based on the pre-negotiated fully burdened, fixed price labor rates, material, etc. Includes but not limited to, Defense Base Act (DBA), Hazardous Pay, and Danger Pay. Non-Travel ODCs.

TO BE REIMBURSED AT ACTUAL COST

0013 Lot

CONTRACTOR MANPOWER REPORTING

FFP

Provide annual or end of period of performance report IAW PWS instructions.

Report will account for all offeror manpower (including subcontractor manpower) required for performance of this contract.

0014 Lot

SHIPPING COST

COST

Covers costs incurred moving TUAS parts and systems inventory. To be reimbursed at actual cost with G&A only.

0015 Lot

VALUE ENGINEERING CHANGE PROPOSALS

COST

The Contractor is encouraged to develop, prepare, and submit value engineering change proposals (VECP’s) voluntarily. The Contractor shall earn a 50% share in any net acquisition savings realized from accepted VECP’s, in accordance with

FAR 52.248.

OPTION CLINS

Option CLINs (10XX and 20XX) will be added to schedule in Final RFP.

Section E - Inspection and Acceptance

CLAUSES INCORPORATED BY REFERENCE

52.246-2 Inspection Of Supplies--Fixed Price AUG 1996 52.246-3 Inspection Of Supplies Cost-Reimbursement MAY 2001 52.246-4 Inspection Of Services--Fixed Price AUG 1996 52.246-5 Inspection Of Services Cost-Reimbursement APR 1984 52.246-7 Inspection Of Research And Development Fixed Price AUG 1996 52.246-8 Inspection Of Research And Development Cost

Reimbursement

MAY 2001

Section F - Deliveries or Performance

52.211-8 Time of Delivery JUN 1997 52.211-8 Alt II Time of Delivery (Jun 1997) Alternate II APR 1984 52.242-15 Stop-Work Order AUG 1989 52.247-34 F.O.B. Destination NOV 1991 52.247-55 F.O.B. Point For Delivery Of Government-Furnished

Property

JUN 2003

Section G - Contract Administration Data

G.1 CONTRACT ADMINISTRATION DATA

(a) In no event shall any understanding or agreement, contract modification, change order, or other matter in deviation from the terms of this contract between the Government and a person other than the Contracting Officer be effective or binding upon the Government. All such actions must be formalized by a proper contractual document executed by the Contracting Officer.

(b) All contract administrative functions will be delegated to the cognizant Defense Contract Management Area (DCMA) in accordance with FAR 42.2.

(c) The Procuring Contracting Officer and Contract Specialist for this contract is:

Name: Thomas J. Bouchard Phone: (508) 233-6185 E-mail address: thomas.j.bouchard2.civ@mail.mil Address: Natick Contracting Division 100 Medway Road, Room 305 Milford, MA 01757

The Contract Specialist for this contract is:

Name: Jennifer Kotar Phone: (407) 412-9615 E-mail address: jennifer.a.kotar.ctr@mail.mil Address: Natick Contracting Division 12565 Research Parkway, Suite 360 Orlando, FL 32826

The Contracting Officer’s Representative (COR) for this contract is:

Engineering:

Name: Jason Lucas Phone: (256) 524-9876 E-mail address: jason.lucas.civ@mail Address: TUAS – Product Office 5300 Sparkman Circle, Bldg 5300 Redstone Arsenal, AL 35898

Logistics:

Name: TBD Phone:

E-mail address:

Address: TUAS – Product Office 5300 Sparkman Circle, Bldg 5300 Redstone Arsenal, AL 35898

Additional CORs may be assigned at the task order level.

G.2 SUBMISSION OF INVOICES

Contractor shall use Wide Area WorkFlow (WAWF) for submission of invoices in accordance with DFARS 252.232-7003. Invoices submitted for payment, which do not contain Contract Line Item Number (CLIN) and the Accounting Classification Reference Number (ACRN) information, will be returned for correction. Invoices will be forwarded to the applicable client DoDAAC for acceptance/verification first before sending to the DCAA/DCMA/DFAS offices. Contractor shall submit along with their progress report to the client the associated invoice and DD250. The client, upon approval, will provide a signed DD250 to the contractor, who shall load into WAWF as an attachment to the invoice. Contractors having DCAA direct payment approval will comply with the above before loading invoice into WAWF.

G.3 AUTHORIZED CHANGES ONLY BY THE CONTRACTING OFFICER

(a) Except as specified in paragraph (b) below, no order, statement, or conduct of Government personnel who visits 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.

G.4 NOTIFICATION OF REVISIONS OR CHANGES TO NAMES OR E-MAIL ADDRESSES

Notification of revisions or changes to names or e-mail addresses identified herein will be provided by official correspondence from the Contracting Officer or office of the Contracting Officer in lieu of a contract modification.

This does not apply to any such revisions or changes in the event this contract includes a key personnel clause.

Section H - Special Contract Requirements

SPECIAL CONTRACT REQUIREMENTS

H.1. INVENTION DISCLOSURES AND REPORTS

(a) In accordance with the requirements of the Patent Rights clause of this contract, the contractor shall submit “Report of Inventions and Subcontracts” (DD Form 882) along with written disclosure of inventions to the designated Contract Administrator.

(b) The Contract Administrator will forward such reports and disclosures directly to the appropriate Patent Counsel, designated below, for review and recommendations, after which the reports will be returned to the Contract Administrator.

Name and address of Patent Counsel:

Natick Contracting Division, Office of General Counsel ATTN: Mr. Roger Phillips

1 General Greene Ave Natick, MA 01760

(c) The above designated Patent Counsel will represent the Contracting Officer (KO) with regard to invention reporting matters arising under this contract.

(d) A copy of each report and disclosure shall be forwarded to the KO.

(e) The contractor shall furnish the KO a final report within three (3) months after completion of the contracted work listing all subject inventions or certifying that there were no such inventions, and listing all subcontracts at any tier containing a patent rights clause or certifying that there were no such subcontracts.

H.2. ENVIRONMENTAL AND ENERGY CONSERVATION OBJECTIVES

Services provided under this contract must be conducted in accordance with all International, Federal, and State laws; and DOD/U.S. Army regulations, policies, and procedures that govern training. If performance of any work under this contract is required at a Government facility, the contractor shall contact the appropriate office and code with cognizance over safety and environmental requirement prior to performance of ANY work under this contract. The office having overall governance concerning safety is as follows:

Safety Officer/Industrial Hygiene Officer Natick Contracting Division 1 General Greene Ave Natick, MA 01760

Contractors are responsible for following all safety and health related State and Federal statutes and corresponding State, Federal and/or Army regulations protecting the environment, contractor employees, and persons who live and work in and around contractor and/or federal facilities.

Contractors shall monitor their employees and ensure that they are following all safety regulations particular to the work areas. Contractors shall ensure that their employees:

(1) Wear appropriate safety equipment and clothing;

(2) Are familiar with all relevant emergency procedures should an accident occur; and

(3) Have access to a telephone and telephone numbers, to include emergency telephone numbers, for the Government facility where work is performed.

Notwithstanding that the contract may require the use of paints or coatings which do not meet state or district requirements for reduced Volatile Organic Compounds (VOC's), the contractor must comply with all federal, state, and local regulatory requirements respecting air quality and emission limitations. It remains the contractor's responsibility to meet the requirements for reduced VOC's even where to do so will require the use of engineering controls or other special painting equipment.

PERSONAL SERVICES AND INSURANCES

H.3. INHERENTLY GOVERNMENTAL FUNCTIONS

As a matter of policy, an "inherently governmental function" is a function that is so intimately related to the public interest as to mandate performance by Government employees. These functions include those activities that require either the exercise of discretion in applying Government authority or the making of value judgments in making decisions for the Government. Governmental functions normally fall into two categories: (1) the act of governing, i.e., the discretionary exercise of Government authority, and (2) monetary transactions and entitlements. Contractor personnel shall not perform inherently Governmental functions. [Reference FAR Subpart 7.5]

H.4. PERSONAL SERVICES

Personal services are characterized by the employer-employee relationship created between the Government and the contractor’s personnel. Obtaining personal services by contract rather than by direct hire circumvents the law unless Congress has specifically authorized acquisition of the services by contract. Agencies shall not award personal service contracts unless specifically authorized by statute, 5 U.S.C. 3109. Contractors shall not perform personal services.

An exception to the prohibition of personal services is health services allowed for by FAR Subpart 37.4 (see following two sections below).

H.5. STANDARD LIABILITY INSURANCE

The following types of insurance are required in accordance with the clause entitled, FAR 52.228-5, Insurance-- Work on a Government Installation and shall be maintained in the minimum amounts shown:

(a) Comprehensive General Liability: $ N/A 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 $20,000 per accident for property damage.

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

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

RESTRICTIONS

H.6. SECURITY CLASSIFICATION

The work contracted for is related to and 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 IDIQ contract level. Although the requirement for a clearance above SECRET is not required for the basic contract award, there may be efforts at the Task Order (TO) level that will require a clearance above the SECRET level. Access to information at the TO level beyond that which is authorized in the DD Form 254 applicable to this IDIQ contract will result in a separate, TO specific DD Form 254 to be issued by the Government. In order to be eligible for such efforts, awardees must have the capability to perform at the SECRET level and possibly above that level. Additionally, the contractor shall be guided by and safeguard all classified information either generated by or received under the contract in accordance with DD Form 254, Contract Security Classification Specification, provided as an attachment to the applicable TO.

H.7. REIMBURSEMENT OF TRAVEL, PER DIEM, AND SPECIAL MATERIAL COSTS

(a) Area of Travel. Performance under this contract may require travel by contractor personnel. If travel, domestic or overseas, is required, the contractor is responsible for making all necessary arrangements for its personnel. These include but are not limited to: medical examinations, immunizations, passports/visas/etc., and security clearances.

Any OCONUS/FOREIGN travel by contractor personnel shall be in accordance with procedures for entering into the Area of Responsibility (e.g., CENTCOM). Refer to the Foreign Clearance Guide at https://www.fcg.pentagon.mil.

(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 31.2. Travel required for tasks assigned under this contract shall be governed in accordance with Joint Travel Regulations (JTR)

(http://www.defensetravel.dod.mil/site/travelreg.cfm). Department of State Standardized Regulations (DSSR) are the overriding regulations for allowances and benefits available to all U.S. Government civilians assigned to foreign areas. The DSSR can be accessed on the following website: https://aoprals.state.gov/

(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. To the extent available, suitable Government quarters, messing, and surface transportation facilities may be used. General and administrative expense is allowable if travel is normally part of the Contractor's G&A base. Profit or fee is not authorized on travel related costs.

(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 Contracting Officer’s Representative (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 DSSR.

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 contract and in accordance with Joint Travel Regulations traffic management principles. When it is necessary to use air or rail travel, the contractor agrees to use coach, tourist class, or similar accommodations to the extent consistent with the successful and economical accomplishment of the mission for which the travel is being performed. The Government will reimburse the Contractor for actual transportation fare via the most direct routes (non-first class) between place of origin and destination. Cost for delays enroute (excluding Government-caused delays) will not be reimbursed.

(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 Temporary Duty (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 DSSR. 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 (e.g., signed travel expense reports) 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 at the per diem rates identified in paragraph C8101.2C or C81181.3B (6) of the Department of Defense Joint Travel Regulations, Volume II.

(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.

H.8. ORGANIZATIONAL CONFLICTS OF INTEREST (OCI) (SERVICES)

NOTE: THIS CLAUSE TO BE COMPLETED AT THE TASK ORDER LEVEL AS APPLICABLE

Contractors shall not place themselves in a position of having an OCI by accepting an award under this requirement.

Conversely, contractors shall not accept awards where they have had an influence of or have access to a future requirement as a result of performing under this requirement. [Reference FAR Subpart 9.5]. Specific examples of this restriction are the Prime and subcontractors supporting PdO-TUAS office as SETA personnel, and other Primes/subcontractors supporting UAS with access to information or involvement in the development of requirements, competitor technical information and estimated labor pricing of this effort. Therefore, directly due to their exposure to information providing an unfair advantage, none of these companies may serve as a Prime or subcontractor on this effort.

(a) Purpose. This clause 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 clause.

(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 TOs issued under the contract will specify to which suppliers and/or equipment subparagraph (e) 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 clause. The contractor agrees to place in each subcontract affected by these provisions the necessary language contained in this clause.

(c) Waiver. Any request for waiver of the provisions of this clause shall be submitted in writing to the KO. The request for waiver shall set forth all relevant factors including existing 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 of this clause only, 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 clause, 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 six (6) years 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 nondevelopmental 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 six (6) years after the terms of this contract.

(FAR 9.505-2(a) (1))

(3) To the extent the contractor prepares or assists in preparing a Performance Work Statement 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 the contractor is the sole source, or a participant in the design or development work, or a contractor 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 six (6) years after the terms of this contract. (FAR 9.505-2(b) (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 Performance Work Statement that are established to ensure objectivity to protect the Government’s interests. (FAR 9.505-3)

(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 KO 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 KO. 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 Performance Work Statement or Specifications. If the contractor under this contract assists substantially in the preparation of a Performance Work Statement 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 Performance Work Statement or specifications. The contractor shall not incorporate its products or services in such Performance Work Statement or specifications unless so directed in writing by the KO, 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 six (6) years after completion of work under this contract. The provisions of this clause 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.

(7) Advisory and Assistance Services (AAS). If the contractor provides AAS services as defined in paragraph (d) of this clause, 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 KO, 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 the provisions of this clause, such noncompliance shall be deemed a material breach of the provisions of this contract. If such noncompliance is the result of conflicting financial interest involving contractor personnel performing work under this contract, the Government may require the contractor to remove such personnel from performance of work under this contract. Further, the Government may elect to exercise its right to terminate for default in the event of such noncompliance. Nothing herein shall prevent the Government from electing any other appropriate remedies afforded by other provisions of this contract, or statute or regulation.

(g) Disclosure of Potential Conflicts of Interest. The contractor recognizes that during the term of this contract, conditions may change which may give rise to the appearance of a new conflict of interest. In such an event, the contractor shall disclose to the Government information concerning the new conflict of interest. The contractor shall provide, as a minimum, the following information:

(1) A description of the new conflict of interest (e.g., additional weapons systems supplier(s), corporate restructuring, new first-tier subcontractor(s), new contract) and identity of parties involved

(2) A description of the work to be performed

(3) The dollar amount

(4) The period of performance

(5) A description of the contractor’s internal controls and planned actions, to avoid any potential organizational conflict of interest

H.9. NOTICE REGARDING THE DISSEMINATION OF EXPORT-CONTROLLED TECHNICAL DATA

(a) Export of information contained herein, which includes release to foreign nationals within the United States, without first obtaining approval or license from the Department of State for items controlled by the International Traffic in Arms Regulations (ITARS), or the Department of Commerce for items controlled by the Export Administration Regulations (EAR), may constitute a violation of law.

(b) For violation of export laws, the contractor, its employees, officials or agents are subject to:

(1) Imprisonment and/or imposition of criminal fines

(2) Suspension or debarment from future Government contracting actions

(c) The Government shall not be liable for any unauthorized use or release of export-controlled information, technical data or specifications in this contract.

(d) The contractor shall include the provisions or paragraphs (a) through (c) above in any subcontracts awarded under this contract.

H.10. PERFORMANCE BY FOREIGN NATIONALS OR FOREIGN OWNERSHIP, CONTROL OR

INFLUENCE (FOCI) ORGANIZATIONS

(a) In accordance with 8 U.S.C.1324a, it is unlawful to hire for employment in the U.S. an individual without verifying that individual’s employment authorization. 8 CFR 274a.2 VERIFICATION OF EMPLOYMENT ELIGIBILITY identifies the official documents that establish employment eligibility.

(b) Prior to performance of work by a foreign national as a result of this contract, the employer shall provide the KO the name of the foreign national and identify the type of form(s) produced for verification of employment status.

Should the foreign national’s performance require access to DOD facilities, the employer shall coordinate with the sponsor providing access, in order to submit the following:

Individual’s Name Date/place of birth Citizenship Date and Location of the Visit Purpose of the Visit Passport Number

Employer’s Verification of Work Authorization This information shall be forwarded to the KO at least 30 days prior to the visit taking place. Failure to provide this information within this time frame may prevent the individual(s) from entry into the DOD facilities.

The offeror shall disclose if the company (or individual) is a FOCI. A FOCI organization includes sole proprietorships, partnerships, and corporations, and the divisions and subsidiaries of the corporation where: (a) 51% or more of the controlling (voting) stock is foreign-owned; or (b) parent organization is incorporated or otherwise charted in a country foreign to the U.S.; and (c) the organization is not performing a state function (any organization performing a state function falls under IPO authority). A division or subsidiary of an organization having a location in the U.S. is still considered FOCI if the parent corporation is a FOCI. A university, college, or not-for-profit organization that is chartered, incorporated, or otherwise called into being in a country foreign to the U.S. and not performing a state function is FOCI. A FOCI person is a non-U.S. citizen. Resident aliens are considered FOCI for licensing and technology transfer purposes. Approval by the U.S. Trade Representative may be required prior to executing a contract with a FOCI.

H.11. CONTRACTOR STAFF TRAINING

In performing TOs under this contract, the contractor shall use only fully trained, experienced, and technically proficient personnel. The contractor, at his expense, will perform training of contractor personnel except when the KO has given prior approval for training to meet the requirements that are specifically peculiar to a particular task.

Training at Government expense will not be authorized for replacement personnel nor for the purpose of keeping contractor personnel abreast of advances in the state-of the- art, or for training contractor employees on equipment, computer languages, and computer operating systems that are available on the commercial market. Training at the Government’s expense will not be authorized as a direct charge to the Government unless specifically authorized by the KO. These requests will be sent to the KO not less than 14 calendar days prior to the event. The following are examples of training that may be reimbursed:

(a) When the Government has given prior approval for training to meet special requirements that are peculiar to a particular TO.

(b) When the training is determined to be in the best interest of the Government.

(c) When certified by the contractor and the COR that attendance is mandatory for the performance of TO requirements, the Government will authorize training for contractor employees to attend seminars, symposia, or user group conferences. When training is authorized by the KO in writing under the conditions set forth above, the Government will reimburse the contractor for tuition, travel, and per diem, if required.

LOGISTICS

H.12. TRAINING CONDUCT

Training services provided under this contract must be conducted in accordance with all International, Federal, and State laws; and DoD/U.S. Army regulations, policies, and procedures that govern the conduct of training.

H.13. LOGISTICS CONSIDERATIONS

The Government shall retain a royalty-free license for Government use of any technical data delivered under contract, whether patented or not. If any of the data are published copyrighted data with the notice 17 USC 401 or 402, the Government will acquire them under a copyright license rather than with unlimited rights (if applicable).

H.14. 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) Some client sites are on a flexible workweek. Applicable on-site contractor personnel shall perform in consonance with those flexible workweek arrangements.

H.15. ELECTRONIC TRANSMISSION OF PROPRIETARY DATA

Awardees shall be fully capable and willing to electronically transmit proprietary data to the Government. This data may consist of contract deliverables or pricing data required for proposal evaluation. Any software required by the Government to receive the contractor-transmitted proprietary data that the Government does not already possess shall be provided by the contractor at no cost to the Government.

H.16. AVAILABILITY OF UNIQUE DATA ITEM DESCRIPTIONS (UDIDs) AND DATA ITEM DESCRIPTIONS (DIDs)

Access Procedures for Acquisition Management System and Data Requirements Control List (AMSDL), DOD 5010.12-L, and DIDs listed therein. The AMSDL and all DIDs and UDIDs listed therein are available online via the Acquisition Streamlining and Standardization Information System located at http://assist.daps.dla.mil. To access these documents, select the Quick Search link on the site home page.

ADMINISTRATION AND PROCEDURES

H.17. AUTHORIZED CHANGES ONLY BY THE CONTRACTING OFFICER TO BE COMPLETED AT

TIME OF AWARD

(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 KO, or is pursuant to specific authority otherwise included as a part of this contract.

(c) The KO 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 KO’s. In the event the contractor effects any change at the direction of any person other than the KO, 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 KO is:

Name: THOMAS J. BOUCHARD Phone: (508) 233-6185 E-mail address : thomas.j.bouchard2.civ@mail.mil

Address: Natick Contracting Division 100 Medway Road, Room 305 Milford, MA 01757

H.18. UNILATERAL UNPRICED TASK ORDERS

(a) When the Government determines, in circumstances of emergency or exigency, that the need for specific supplies or services is unusually urgent, the KO may issue a unilateral unpriced order requiring the contractor to provide the supplies or services specified.

(b) The unilateral unpriced order shall specify the estimated cost and fee or Not-to-Exceed price and the desired delivery schedule for the work being ordered. The Government’s desired delivery shall apply unless the PCO receives written notification from the contractor within 15 days after receipt of the order that the proposed delivery schedule is not acceptable. Such notification shall propose an alternative delivery schedule. The contractor shall submit its cost proposal within 30 days after receipt of the order. The Government has no obligation to pay for the supplies or services ordered until the actual price and delivery schedule have been negotiated. In no event shall the costs incurred exceed the estimated cost of the order before the proposal is submitted.

(c) The contractor shall include in its proposal a statement of costs incurred and an estimate of costs expected to complete the work. Data supporting the accuracy and reliability of the cost estimate should also be included.