2_-_Conform_Copy _W91247-13-R-0018.pdf

W91247-13-R-0018

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until 10:00 AM local time 30 Sep 2016

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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 79

(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.

W91247 8. ADDRESS OFFER TO

See Item 7

9. Sealed offers in original and 6 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

(See Section L) 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 - 16

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 19 - 21 X

SPECIAL CONTRACT REQUIREMENTS

OFFER (Must be fully completed by offeror) 22 - 30 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

31 - 39

PART II - CONTRACT CLAUSES

MICC CENTER - FORT BRAGG

MICC - FORT BRAGG

2175 REILLY ROAD STOP A

FORT BRAGG NC 28310-5000

910-396-8346/7872/5603/4645FAX:

TEL:

FAX:

TEL:

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

SOLICITATION

6. REQUISITION/PURCHASE NO.5. DATE ISSUED

01 Apr 2016

4. TYPE OF SOLICITATION

SEALED BID (IFB)

NEGOTIATED (RFP)

[ X ]

3. SOLICITATION NO.

Section B - Supplies or Services and Prices

ITEM NO SUPPLIES/SERVICES QUANTITY UNIT UNIT PRICE AMOUNT

0001 Months Transition Phase I - FFP

FFP

Contract transition shall be performed in accordance with the terms and conditions of the contract, Performance Work Statement (PWS), and the contractor's proposed one (1) month Contract Transition Plans. Phase 1 of the Contract Transition is defined in the PWS at paragraph C.1.11.

FOB: Destination

NET AMT

0002 Months Transition Phase II – CPFF

CPFF

This CLIN is CPFF Completion. Contract transition shall be performed in accordance with the terms and conditions of the contract, Performance Work Statement (PWS), and the contractor's proposed two (2) month Contract Transition Plans. Phase 2 of the Contract Transition is defined in the PWS at paragraphs C.1.11 and all subparts.

ESTIMATED COST

FIXED FEE

TOTAL EST COST + FEE

0003 Each Base Support Functions

CPFF

Base Year: This CLIN is CPFF Completion. The contractor shall execute Base Support Functions for a period of nine (9) months. The contractor shall accomplish the servies specified in PWS C.2.1.8. This support includes all personnel, supervision, non-personal services, and other items necessary to support the FORSCOM Joint Readiness Training Center (JRTC) Ft Polk, LA in strict compliance with the attached Performance Work Statement (PWS).

0004 Each Mission Rehearsal Exercise

CPFF

Base Year: This CLIN is CPFF Completion. The contractor shall accomplish the services specified in PWS C.1.3.2.2 as needed, orders will be issued by bi-lateral modification that will add a sub-line item priced on a CPFF completion basis.

The contractor shall use the amount $4,305,729.69 as a plug figure and propose the corresponding fixed-fee amount. This is strictly an estimate. Each MRE will be negotiated as required and a proportionate fee amount of the estimated cost and fixed-fee in the preceding sentence will be allocated to the subline price. In no event shall the aggregate fee for all MREs negotiated under this CLIN exceed the proposed fixed-fee amount corresponding to the estimated cost of $4,305,729.69.

0005 Months Other Direct Cost

COST

Base Year: ODCs are only authorized to the extent that it is necessary for the performance of this contract. Labor is not permitted as an ODC. The full procedure and terms for the authorization of ODC expenses are prescribed in the PWS. Only those ODC expenses incurred in accordance with the terms and conditions of this contract, PWS, and the associated documents will be reimbursed. The estimated cost cited in the ODC CLIN is an annual value and is presented as a "pool" from which actual charges will be drawn. ODCs are not to exceed (NTE) $797,295.00.

0006 Months Travel

COST

Base Year: Travel is only authorized to the extent that it is necessary for the performance of this contract. The full procedure and terms for the authorization of Travel expenses are prescribed in the PWS. The estimated cost cited in the Travel CLIN is an annual value and is presented as a "pool" from which actual charges will be drawn. Travel is not to exceed (NTE) $205,083.75.

0007 Each Contractor Manpower Reporting

FFP

Base Year: Contractor is required to provide data on Contractor labor hours (including subcontractor labor hours) for performance of this contract IAW the PWS. 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, enter “No Cost”. Instructions, including the Contractor and Subcontractor User Guides, are available at http://www.ecmra.mil.

1001 Each OPTION Base Support Functions

CPFF

Option Period 1: This CLIN is CPFF Completion. The contractor shall execute Base Support Functions for a period of twelve (12) months. The contractor shall accomplish the services specified in PWS C.2.1.8. This support includes all personnel, supervision, non-personal services, and other items necessary to support the FORSCOM Joint Readiness Training Center (JRTC) Ft Polk, LA in

1002 Each OPTION Mission Rehearsal Exercise

CPFF

Option Period 1: This CLIN is CPFF Completion. The contractor shall accomplish the services specified in PWS C.1.3.2.2 as needed, orders will be issued by bi-lateral modification that will add a sub-line item priced on a CPFF completion basis. The contractor shall use the amount $4,434,901.58 as a plug figure and propose the corresponding fixed-fee amount. This is strictly an estimate. Each MRE will be negotiated as required and a proportionate fee amount of the estimated cost and fixed-fee in the preceding sentence will be allocated to the subline price. In no event shall the aggregate fee for all MREs negotiated under this CLIN exceed the proposed fixed-fee amount corresponding to the estimated cost of $4,434,901.58.

1003 Months OPTION Other Direct Cost

COST

Option Period 1: This CLIN is CPFF Completion. ODCs are only authorized to the extent that it is necessary for the performance of this contract. Labor is not permitted as an ODC. The full procedure and terms for the authorization of ODC expenses are prescribed in the PWS. Only those ODC expenses incurred in accordance with the terms and conditions of this contract, PWS, and the associated documents will be reimbursed. The estimated cost cited in the ODC CLIN is an annual value and is presented as a "pool" from which actual charges will be drawn. ODCs are not to exceed (NTE) $1,084,321.20.

1004 Months OPTION Travel

COST

Option Period 1: Travel is only authorized to the extent that it is necessary for the performance of this contract. The full procedure and terms for the authorization of Travel expenses are prescribed in the PWS. The estimated cost cited in the Travel CLIN is an annual value and is presented as a "pool" from which actual charges will be drawn. Travel is not to exceed (NTE) $278,913.90.

1005 1 Each OPTION Contractor Manpower Reporting

FFP

Option Period 1: Contractor is required to provide data on Contractor labor hours (including subcontractor labor hours) for performance of this contract IAW the PWS. 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, enter “No Cost”. Instructions, including the Contractor and Subcontractor User Guides, 2001 Each OPTION Base Support Functions

CPFF

Option Period 2: This CLIN is CPFF Completion. The contractor shall execute Base Support Functions for a period of twelve (12) months. The contractor shall accomplish the services specified in PWS C.2.1.8. This support includes all personnel, supervision, non-personal services, and other items necessary to support the FORSCOM Joint Readiness Training Center (JRTC), Ft Polk, LA in

2002 Each OPTION Mission Rehearsal Exercise

CPFF

Option Period 2: This CLIN is CPFF Completion. The contractor shall accomplish the services specified in PWS C.1.3.2.2 as needed, orders will be issued by bi-lateral modification that will add a sub-line item priced on a CPFF completion basis. The contractor shall use the amount $4,567,948.63 as a plug figure and propose the corresponding fixed-fee amount. This is strictly an estimate. Each MRE will be negotiated as required and a proportionate fee amount of the estimated cost and fixed-fee in the preceding sentence will be allocated to the subline price. In no event shall the aggregate fee for all MREs negotiated under this CLIN exceed the proposed fixed-fee amount corresponding to the estimated cost of $4,567,948.63.

2003 Months OPTION Other Direct Costs

COST

Option Period 2: ODCs are only authorized to the extent that it is necessary for the performance of this contract. Labor is not permitted as an ODC. The full procedure and terms for the authorization of ODC expenses are prescribed in the PWS. Only those ODC expenses incurred in accordance with the terms and conditions of this contract, PWS, and the associated documents will be reimbursed. The estimated cost cited in the ODC CLIN is an annual value and is presented as a "pool" from which actual charges will be drawn. ODCs are not to exceed (NTE) $1,106,007.62.

2004 Months OPTION Travel

COST

Option Period 2: Travel is only authorized to the extent that it is necessary for the performance of this contract. The full procedure and terms for the authorization of Travel expenses are prescribed in the PWS. The estimated cost cited in the Travel CLIN is an annual value and is presented as a "pool" from which actual charges will be drawn. Travel is not to exceed (NTE) $284,492.18.

2005 1 Each OPTION Contractor Manpower Reporting

FFP

Option Period 2: Contractor is required to provide data on Contractor labor hours (including subcontractor labor hours) for performance of this contract IAW the PWS. 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, enter “No Cost”. Instructions, including the Contractor and Subcontractor User Guides, 3001 Each OPTION Base Support Functions

CPFF

Option Period 3: This CLIN is CPFF Completion. The contractor shall execute Base Support Functions for a period of twelve (12) months. The contractor shall accomplish the servies specified in PWS C.2.1.8. This support includes all personnel, supervision, non-personal services, and other items necessary to support the FORSCOM Joint Readiness Training Center (JRTC), Ft Polk, LA in

3002 Each OPTION Mission Rehearsal Exercise

CPFF

Option Period 3: This CLIN is CPFF Completion. The contractor shall accomplish the services specified in PWS C.1.3.2.2 as needed, orders will be issued by bi-lateral modification that will add a sub-line item priced on a CPFF completion basis. The contractor shall use the amount $4,704,987.09 as a plug figure and propose the corresponding fixed-fee amount. This is strictly an estimate. Each MRE will be negotiated as required and a proportionate fee amount of the estimated cost and fixed-fee in the preceding sentence will be allocated to the subline price. In no event shall the aggregate fee for all MREs negotiated under this CLIN exceed the proposed fixed-fee amount corresponding to the estimated cost of $4,704,987.09.

3003 Months OPTION Other Direct Cost

COST

Option Period 3: ODCs are only authorized to the extent that it is necessary for the performance of this contract. Labor is not permitted as an ODC. The full procedure and terms for the authorization of ODC expenses are prescribed in the PWS. Only those ODC expenses incurred in accordance with the terms and conditions of this contract, PWS, and the associated documents will be reimbursed. The estimated cost cited in the ODC CLIN is an annual value and is presented as a "pool" from which actual charges will be drawn. ODCs are not to exceed (NTE) $1,128,127.77.

3004 Months OPTION Travel

COST

Option Period 3: Travel is only authorized to the extent that it is necessary for the performance of this contract. The full procedure and terms for the authorization of Travel expenses are prescribed in the PWS. The estimated cost cited in the Travel CLIN is an annual value and is presented as a "pool" from which actual charges will be drawn. Travel is not to exceed (NTE) $290,182.02.

3005 1 Each OPTION Contractor Manpower Reporting

FFP

Option Period 3: Contractor is required to provide data on Contractor labor hours (including subcontractor labor hours) for performance of this contract IAW the PWS. 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, enter “No Cost”. Instructions, including the Contractor and Subcontractor User Guides, 4001 Each OPTION Base Support Functions

CPFF

Option Period 4: This CLIN is CPFF Completion. The contractor shall execute Base Support Functions for a period of twelve (12) months. The contractor shall accomplish the services specified in PWS C.2.1.8. This support includes all personnel, supervision, non-personal services, and other items necessary to support the FORSCOM Joint Readiness Training Center (JRTC), Ft Polk, LA in

4002 Each OPTION Mission Rehearsal Exercise

CPFF

Option Period 4: This CLIN is CPFF Completion. The contractor shall accomplish the services specified in PWS C.1.3.2.2 as needed, orders will be issued by bi-lateral modification that will add a sub-line item priced on a CPFF completion basis. The contractor shall use the amount $4,846,136.70 as a plug figure and propose the corresponding fixed-fee amount. This is strictly an estimate. Each MRE will be negotiated as required and a proportionate fee amount of the estimated cost and fixed-fee in the preceding sentence will be allocated to the subline price. In no event shall the aggregate fee for all MREs negotiated under this CLIN exceed the proposed fixed-fee amount corresponding to the estimated cost of $4,846,136.70.

4003 Months OPTION Other Direct Cost

COST

Option Period 4: ODCs are only authorized to the extent that it is necessary for the performance of this contract. Labor is not permitted as an ODC. The full procedure and terms for the authorization of ODC expenses are prescribed in the PWS. Only those ODC expenses incurred in accordance with the terms and conditions of this contract, PWS, and the associated documents will be reimbursed. The estimated cost cited in the ODC CLIN is an annual value and is presented as a "pool" from which actual charges will be drawn. ODCs are not to exceed (NTE) $1,150,690.33.

4004 Months OPTION Travel

COST

Option Period 4: Travel is only authorized to the extent that it is necessary for the performance of this contract. The full procedure and terms for the authorization of Travel expenses are prescribed in the PWS. The estimated cost cited in the Travel CLIN is an annual value and is presented as a "pool" from which actual charges will be drawn. Travel is not to exceed (NTE) $295,985.66.

4005 1 Each OPTION Contractor Manpower Reporting

FFP

Option Period 4: Contractor is required to provide data on Contractor labor hours (including subcontractor labor hours) for performance of this contract IAW the PWS. 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, enter “No Cost”. Instructions, including the Contractor and Subcontractor User Guides, 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 0005 Destination Government Destination Government 0006 Destination Government Destination Government 0007 Destination Government Destination Government 1001 Destination Government Destination Government 1002 Destination Government Destination Government 1003 Destination Government Destination Government 1004 Destination Government Destination Government 1005 Destination Government Destination Government 2001 Destination Government Destination Government 2002 Destination Government Destination Government 2003 Destination Government Destination Government 2004 Destination Government Destination Government 2005 Destination Government Destination Government 3001 Destination Government Destination Government 3002 Destination Government Destination Government 3003 Destination Government Destination Government 3004 Destination Government Destination Government 3005 Destination Government Destination Government 4001 Destination Government Destination Government 4002 Destination Government Destination Government 4003 Destination Government Destination Government 4004 Destination Government Destination Government

4005 Destination Government Destination Government

Section E - Inspection and Acceptance

CLAUSES INCORPORATED BY REFERENCE

52.246-5 Inspection Of Services Cost-Reimbursement APR 1984 252.201-7000 Contracting Officer's Representative DEC 1991

Section F - Deliveries or Performance

1. Period of Performance. Time periods begin from contract award date.

Phase-In Three (3) months Base Period Nine (9) months Option One Twleve (12) months Option Two Twelve (12) months Option Three Twelve (12) months Option Four Twelve (12) months

2. Place of Performance. Support of the JRTC training scenarios extends to a wide scope of locations in the state of Louisiana to include the following: Fort Polk (primary location), Camp Beauregard, England Industrial Airpark (Alexandria), Minden, Baton Rouge, Leesville, DeRidder, Lake Charles, and Shreveport.

Support may also be required at designated sites located in Arkansas, East Texas, and Mississippi.

Additional performance locations requiring support under this contract may arise as training requirements dictate.

3. Deliverables. The Contractor shall develop and submit all required deliverables as specified in the Performance Work Statement (PWS) and the associated attachments.

Section G - Contract Administration Data

5152.233-4000 AMC-LEVEL PROTEST PROGRAM (Feb 2014) (LOCAL CLAUSE)

Prior to submitting an agency protest, it is preferable that you first attempt to resolve your concerns with the responsible contracting officer. However, you may also file a protest to the Headquarters (HQ), Army Materiel Command (AMC). The HQ AMC-Level Protest Program is intended to encourage interested parties to seek resolution of their concerns within AMC as an Alternative Dispute Resolution forum, rather than filing a protest with the Government Accountability Office (GAO) or other external forum. Contract award or performance is suspended during the protest to the same extent, and within the same time periods, as if filed at the GAO. The AMC protest decision goal is to resolve protests within 35 calendar days from filing. To be timely, protests must be filed within the periods specified in FAR 33.103. If you want to file a protest under the HQ AMC-Level Protest Program, the protest must request resolution under that program and be sent to the address below.

Headquarters U.S. Army Materiel Command Office of Command Counsel-Deputy Command Counsel 4400 Martin Road Rm: A6SE040.001 Redstone Arsenal, AL 35898-5000 Fax: (256) 450-8840 or email usarmy.redstone.usamc.mbx.protests@mail.mil

The AMC-Level Protest procedures are found at: http://www.amc.army.mil/amc/commandcounsel.html.

If internet access is not available, contact the contracting officer or HQ, AMC to obtain the HQ AMC-Level Protest Procedures.

(End of Clause)

CONTRACT ADMINISTRATION DATA

Contracting Officer Representative (COR).

1. The Procuring Contracting Officer (PCO) will designate, by letter of appointment, individuals to act as the CORs under this contract. The CORs will not be authorized to change any of the terms and conditions of the contract.

2. The COR will act in a liaison capacity to coordinate activities between the Contractor and the Government as required in the performance of the work under this contract. The PCO or ACO may appoint an ACOR by letter of appointment with an information copy of such letter sent to the Contractor.

3. The ACO is the only person authorized to approve changes in any of the requirements satisfied through this contract; notwithstanding any provisions contained elsewhere in this contract, the said authority remains solely with the ACO. With the exception of the ACO, no oral statements of any person will in any manner or degrees modify or otherwise affect the terms of this contract. While the ACO is authorized to verbally modify contract terms and conditions under unique circumstances, any verbal changes to the contract will be accompanied by a written modification to the contract.

252.232-7003 Electronic Submission of Payment Requests and Receiving Reports

JUN 2012

CLAUSES INCORPORATED BY FULL TEXT

52.000-4005 INVOICES (MAR 2000)

(End of clause)

5152.242-4000 TECHNICAL DIRECTION (Jan 2014) (LOCAL CLAUSE)

(a) When necessary, technical direction or clarification concerning the details of the statement of work or specific tasks set forth in the contract/task order shall be given through issuance of Technical Direction Letters (TDLs) by the Contracting Officer's Representative (COR), who shall be specifically appointed by the Contracting Officer in writing in accordance with FAR 1.602-2(d) and DFARS 201.602-2. "Technical direction" means a directive to the Contractor that approves approaches, solutions, designs, or refinements; fills in details or otherwise completes the general description of work or documentation items; shifts emphasis among work areas or tasks; assisting in the interpretation of drawings, specification or technical portions of work descriptions; or furnishes similar instruction to the Contractor and otherwise serve to accomplish the contractual statement of work or performance work statement.

Technical directions must be within the scope of the contract/task order.

(b) The COR does not have the authority to, and shall not, issue any instruction purporting to be technical direction that--

(1) Constitutes an assignment of additional work outside the statement of work or performance work statement;

(2) Constitutes a change as defined in the Changes clause;

(3) Constitutes a basis for any increase or decrease in the total estimated contract cost, the fixed fee (if any), level of effort, or the time required for contract performance;

(4) Changes any of the expressed terms, conditions, or specifications of the contract; or

(5) Interferes with the Contractor's rights to perform the terms and conditions of the contract.

(c) The only individual authorized in any way to amend or modify any of the terms of this contract/task order shall be the Contracting Officer. Any action(s) taken by the Contractor in response to any direction given by any person other than the Contracting Officer or the COR shall be at the Contractor's risk. In the event of a conflict between a TDL and this contract/task order, the contract/task order shall control.

(d) All technical direction shall be issued in writing by the COR, with the original given to the Contractor, a copy given to the Contracting Officer and a copy retained in the COR file. The written technical direction shall include, as a minimum, the following information:

(1) Date of TDL;

(2) Contract and TDL number;

(3) Reference to the relevant section or item in the statement of work/performance work statement;

(4) The specific technical direction or clarification; and

(5) Signature of COR.

(e) Oral technical directions may be given by the COR in emergency circumstances only, and provided that any oral technical direction given is reduced to writing by the COR within two working days of its issuance.

(f) Amendments to a TDL shall be in writing and shall include the information set forth in paragraph (d) above. A TDL may be amended orally only by the COR in emergencies; oral amendments shall be confirmed in writing within two working days from the time of the oral communication amending the TDL by a TDL modification.

(g) The Contractor shall proceed promptly with the performance of technical direction duly issued by the COR in the manner prescribed by this clause and within the COR's authority, unless the Contractor reasonably believes that the technical direction violates this clause or calls for effort outside the scope of the contract/task order. If, in the Contractor's opinion, any instruction or direction by the COR falls within any of the categories defined in paragraph

(b) of this clause, the Contractor shall not proceed, but shall notify the Contracting Officer in writing within two working days after receiving the technical direction in question and shall request the Contracting Officer for resolution. Upon receiving this notification, the Contracting Officer shall either issue an appropriate contract modification within a reasonable time or advise the Contractor in writing within five days that the instruction or direction is--

(1) Rescinded in its entirety; or

(2) Within the requirements of the contract/task order and does not constitute a change under the Changes clause of the contract/task order, and that the Contractor should proceed promptly with its performance.

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

(j) Notwithstanding any provision to the contrary in any technical direction, the estimated cost of this contract/task order, and, if this contract/task order is incrementally funded, the amount of funds allotted, shall not be increased or deemed to be increased by issuance thereof.

Section H - Special Contract Requirements

5152.216-4000 FIXED FEE – COST-PLUS-FIXED-FEE (TERM FORM)(Jan 2014) (LOCAL CLAUSE)

(a) To receive payment of the total fixed fee specified in the Schedule, Contractor agrees to provide the total level of effort (LOE) specified below in performance of the services specified in this contract/task order. The Government estimates that the total LOE for the performance of this contract/task order shall be (Government estimates that at least two rotations will be performed during contract transition period and phase-out period).

Hours used in this clause in the resultant contract will be inputted from offerors' proposal. Hours used in this clause shall include subcontractor hours:

Base Period: LOE includes nine months of Base Support Functions (to include the Government estimate of eight rotations; two of which may be classified as Mission Rehearsal Exercises), nine months of Advise and Assist Battalion Support (to include up to five Security Force Assistance Course (SFA) and up to four Joint Security Force Assistance Course (JSFA), and nine months of Special Operations Training Division (SOTD) Role Play Exercises (to include up to six exercises)).

The Government estimates that the LOE for the tasks is 1,924,618 hours ( includes SOF/SOTD RP and MRE hours). The Contractor is responsible for providing estimated LOE based on their understanding of the requirements.

Option Period 1: LOE includes 12 months of Base Support Functions (to include the Government estimate of 10 rotations; two of which may be classified as Mission Rehearsal Exercises), 12 months of Advise and Assist Battalion Support (to include up to five Security Force Assistance Course (SFA) and up to four Joint Security Force Assistance Course (JSFA), and 12 months of Special Operations Training Division (SOTD) Role Play Exercises (to include up to six exercises)). The Government estimates that the LOE for the tasks is 2,379,897 hours (includes SOF/SOTD RP and MRE hours).

The Contractor is responsible for providing estimated LOE based on their understanding of the requirements.

Option Period 2: LOE includes 12 months of Base Support Functions (to include the Government estimate of 10 rotations; two of which may be classified as Mission Rehearsal Exercises), 12 months of Advise and Assist Battalion Support (to include up to five Security Force Assistance Course (SFA) and up to four Joint Security Force Assistance Course (JSFA), and 12 months of Special Operations Training Division (SOTD) Role Play Exercises (to include up to six exercises)). The Government estimates that the LOE for the tasks is 2,379,897hours (includes SOF/SOTD RP and MRE hours). The Contractor is responsible for providing estimated LOE based on their understanding of the

Option Period 3: LOE includes 12 months of Base Support Functions (to include the Government estimate of 10 rotations; two of which may be classified as Mission Rehearsal Exercises), 12 months of Advise and Assist Battalion Support (to include up to five Security Force Assistance Course (SFA) and up to four Joint Security Force Assistance Course (JSFA), and 12 months of Special Operations Training Division (SOTD) Role Play Exercises (to include up to six exercises)). The Government estimates that the LOE for the tasks 2,379,897 hours (includes SOF/SOTD RP and MRE hours). The

Option Period 4: LOE includes 12 months of Base Support Functions (to include the Government estimate of eight rotations; two of which may be classified as Mission Rehearsal Exercises), 9 months of Advise and Assist Battalion Support (to include up to five Security Force Assistance Course (SFA) and up to four Joint Security Force Assistance Course (JSFA), and 12 months of Special Operations Training Division (SOTD) Role Play Exercises (to include up to six exercises)). The Government estimates that the LOE for the tasks is 1,924,618 hours (includes SOF/SOTD RP and MRE hours). In addition, this period includes 90 Days (includes 30 days of full performance, 60 days of mentorship to new Contractor, and/or completing any on-going rotational training events) The Government estimates that the LOE for the tasks is 234,894 hours. The total LOE for 12 months is 2,159,512 hours. The

(b ) Of the total LOE, it is estimated that no man-hours are uncompensated effort. Uncompensated effort is defined as hours provided by personnel in excess of 40 hours per week without additional compensation for such excess work. All other effort is defined as compensated effort. If no effort is indicated in the first sentence of this paragraph, uncompensated effort performed by the Contractor shall not be counted in fulfillment of the level of effort obligations under this contract/task order.

(c ) Effort performed in fulfilling the total LOE specified above shall only include effort performed in direct support of this contract and shall not include time and effort expended performing such actions as local travel to and from an employee's usual work location, uncompensated effort while on travel status, truncated lunch periods, work (actual or inferred) at an employee's residence or other non-work locations, or other time and effort that does is not specifically and directly related to performing work within scope of this contract/task order.

(d ) The LOE expended by the Contractor under this contract/order may reasonably fluctuate in order to meet the objectives of the contract/order and as outlined in technical guidance letters issued by the Contracting Officer’s Representative (COR). If the Government determines that it needs to increase the total LOE under the contract/order it will do so by issuing a bilateral modification to the contract/task order.

(e ) If the Contractor believes the total LOE will be expended prior to the end of the period of performance, the Contractor shall notify the Contracting Officer in writing. The notification shall contain all the information necessary to support the need for the additional LOE as well as the cost of the LOE. If the Government concurs, the Contracting Officer will negotiate a change to the total LOE and increase the estimated cost and fixed fee as appropriate.

(f ) If the total LOE specified in paragraph (a) above is not provided by the Contractor during the specified period of performance, the Contracting Officer, at his/her sole discretion, shall either (1) reduce the fee of this contract/task order as follows:

or (2) require the Contractor to continue to perform work until the total LOE shall have been expended, at no increase in the fee.

(g ) The Contractor shall indicate on each invoice for payment the total LOE expended during the period covered by the invoice, separately identifying compensated effort and uncompensated effort, if any.

(i) Within 45 days after end of a period of performance specified in the contract/task order, the Contractor shall request payment of the fixed fee submitting the following information in writing to the Contracting Officer with copies to the cognizant Contract Administration Office and to the DCAA office to which vouchers are submitted:

(1) the total LOE expended during the period of performance; (2) a breakdown of the total LOE showing the number of man hours expended in each direct labor classification; (3) justification for the amount of fee requested.

(h ) These terms and conditions do not supersede the requirements of either FAR clause 52.232-20 “Limitation of Cost” or FAR clause 52.232-22 “Limitation of Funds.”'

Fee Reduction Percentage = (Total LOE – Expended LOE) / Total LOE x 100

(i ) Notwithstanding any of the provisions in the above paragraphs, the Government is authorized to require the Contractor to provide 10% percent additional total LOE at no increase in fixed fee.

SPECIAL CONTRACT TERMS

1. Key Personnel Requirements:

a. Certain experienced professional and/or technical personnel are essential for successful accomplishment of the work to be performed under this contract. These "Key Personnel" were identified within the Contractor’s proposal and their qualifications were submitted for evaluation during the source selection process. The Contractor agrees that such personnel shall not be removed or replaced within the performance of this contract unless the following measures are taken:

(1) If one or more of the key personnel, for any reason, becomes or is expected to become unavailable for work under this contract for a continuous period exceeding 30 work days, or is expected to devote substantially less effort to the work than indicated in the proposal or initially anticipated, the Contractor shall immediately notify the Contracting Officer and COR.

The Contractor shall then, subject to the concurrence of the Contracting Officer and/or designated COR, promptly replace such personnel with personnel who possess equal, or better, qualifications as the original employee.

(2) All requests for approval of substitutions for key personnel hereunder must be in writing and provide a detailed explanation of the circumstances necessitating the proposed substitutions.

The request must contain a resume with the qualifications for the proposed substitute and any other information requested by the Contracting Officer or designated COR. The Contracting Officer or the designated COR will evaluate such requests and the Contracting Officer will promptly notify the Contractor in writing if the proposed submission can be validated as meeting or exceeding the qualifications identified under the PWS requirements.

b. If the Contracting Officer or designated COR determines that suitable and timely replacement of key personnel who have been reassigned, terminated or have otherwise become unavailable for the contract work is not reasonably forthcoming or that the resultant reduction of productive effort would be so substantial as to impair successful completion of the contract, the Contracting Officer may terminate the contract for default or for the convenience of the Government, as appropriate, or make an equitable adjustment to the contract to compensate the Government for any resultant delay, loss or damage.

2. Insurance.

a. General: In accordance with FAR clause FAR Clause 52.228-7 Insurance – Liability to Third Persons, the Contractor shall secure, pay the premiums for and keep in force until the expiration of this contract, and any renewal thereof, adequate insurance to specifically include liability assumed by the Contractor under this contract. The Contractor shall maintain the following types of insurance and coverage listed below:

b. Insurance types and minimum amounts:

(1) Workmen’s Compensation. Workmen's compensation insurance is required in accordance w i t h applicable Federal and State workers’ compensation and occupational disease statutes. If occupational diseases are not compensable under those statutes, they shall be covered under the employer’s liability section of the insurance policy, except when contract operations are so commingled with a Contractor’s commercial operations that it would not be practical to require this coverage. Employer’s liability coverage of at least

$100,000 shall be required, except in States with exclusive or monopolistic funds that do not permit workers’ compensation to be written by private carriers.

(2) Bodily Injury. Comprehensive bodily injury liability insurance with limits of not less than

$500,000 per occurrence.

(3) Property Damage. Comprehensive property damage liability with a limit of not less than

$100,000 for each occurrence.

(4) Automobile Liability. Automobile liability insurance written on the comprehensive form of policy is required. The policy shall provide for bodily injury and property damage liability covering the operation of all automobiles used in connection with performing the contract.

Policies shall provide coverage of at least $200,000 per person and $500,000 per occurrence for bodily injury and $20,000 per occurrence for property damage. The amount of liability coverage on other policies shall be commensurate with any legal requirements of the locality and sufficient to meet normal and customary claims.

(5) General Liability. Comprehensive general liability; $100,000 per person and $500,000 per accident for bodily injury.

c. The Contractor shall agree to insert the substance of these clauses in all sub-contracts hereunder.

3. Work on a Government Installation. In performing work under this contract on a Government installation or in a Government building, the Contractor shall fully comply with local military installation, city, state, and federal laws, regulations and/or ordinances pertinent to performance of the contractual services. The Contractor is responsible for the performance and conduct of his employees at all times while on the installation for the purpose of performing work under this contract. The Installation Commander may, at his discretion, bar an individual from the installation pursuant to 18 U.S.C. 1382. Such removal shall not excuse delay or failure to perform work as required. Additionally, the Contractor shall:

a. Conform to the specific safety requirements established by this contract;

b. Observe all rules and regulations issued by the installation Commanding Officer pertaining to fire, safety, security, sanitation, severe weather, admission to the installation, and conduct not directly addressed in this contract;

c. Take all reasonable steps and precautions to prevent accidents and preserve the life and health of the Government and contractor personnel.

d. Take such additional immediate precautions as the Contracting Officer or COR may reasonably require for safety and accident prevention purposes;

e. Conform to all security requirements as specified in DD Form 254, and security requirements as specified in the contract PWS.

4. Conduct of Personnel.

a. This contract is a “Nonpersonal Services Contract” as defined in FAR Part 37.101. It is, therefore, understood and agreed that the Contractor and/or the contractor employees shall comply with the following:

(1) Perform the services specified herein as independent contractors, not as employees of the Government.

(2) Be responsible for their own management and administration of the work required and bear sole responsibility for complying with any and all technical, schedule or financial requirements or constraints attendant to the performance of the contract.

(3) Be free from supervision or control by any Government employee with respect to the manner or method of performance of the services specified; but pursuant to the Government’s right and obligation to inspect, accept or reject the work, comply with such general direction of the Contracting Officer, or the duly authorized representative of the Contracting Officer as is necessary to ensure accomplishment of the contract objectives.

(4) Conduct themselves in a professional manner, keeping in mind this is a “customer service” oriented contract.

(5) Observe all rules and regulations issued by the installation Commanding Officer pertaining to fire, safety, security, sanitation, severe weather, admission to the installation, and conduct not directly addressed in this contract;

b. The Contractor is responsible for the performance and conduct of his employees at all times while on a military installation. In cases of misconduct, the installation commander may, in his direction, bar an individual from the installation under the authority of 18 U.S.C. 1382.

5. Federal Holidays.

a. General: The Contractor shall not schedule interfacing work (meetings, approvals, deliveries, etc,) with the Government on any of the established holidays in the federal service, or any other day designated as a holiday in Federal Statutes or by Executive Order, except with the prior approval of the Contracting Officer or the COR. When one of the designated legal holidays falls on a Sunday, the following Monday will be observed as a legal holiday. When a legal holiday falls on a Saturday, the proceeding Friday is observed as a legal holiday. When a scheduled service is required less than three times per week and the schedule for that work falls on a Federal holiday, the Contractor shall accomplish the work on the workday following or preceding the holiday. The Contractor will be provided advance notice of any work required to be performed over Federal holidays. The list of holidays is provided in the PWS in Section 1 of the PWS. The holidays identified relate to Government duty days and is not intended to supplement or otherwise alter the provisions of any Wage Determination or Collective Bargaining Agreement regarding applicable paid holidays.

b. Compensation: It is understood and agreed between the Government and the Contractor that observance of such days by Government personnel shall not be a reason for an additional period of performance or entitlement of compensation except as set forth within the contract. In the event the Contractor's personnel work during a holiday or other day observed by Government employees, the Contractor may reimburse them; however, no form of holiday or other premium compensation will be reimbursed by the Government, either as a direct or indirect cost, other than their normal compensation for the time worked. This provision does not preclude reimbursement for authorized overtime work to the contract, if applicable.

EXECUTIVE ORDER #13495 - NONDISPLACEMENT OF QUALIFIED WORKERS UNDER SERVICE

CONTRACTS

When a service contract expires, and a follow-on contract is awarded for the same service, at the same location, the successor contractor or its subcontractors often hires the majority of the predecessor's employees. On some occasions, however, a successor contractor or its subcontractors hires a new work force, thus displacing the predecessor's employees.

The Federal Government's procurement interests in economy and efficiency are served when the successor contractor hires the predecessor's employees. A carryover work force reduces disruption to the delivery of services during the period of transition between contractors and provides the Federal Government the benefits of an experienced and trained work force that is familiar with the Federal Government's personnel, facilities, and requirements.

Therefore, by the authority vested in me as President by the Constitution and the laws of the United States of America, including the Federal Property and Administrative Services Act, 40 U.S.C. 101 et seq., and in order to promote economy and efficiency in Federal Government procurement, it is hereby ordered as follows:

Section 1. Policy. It is the policy of the Federal Government that service contracts and solicitations for such contracts shall include a clause that requires the contractor, and its subcontractors, under a contract that succeeds a contract for performance of the same or similar services at the same location, to offer those employees (other than managerial and supervisory employees) employed under the predecessor contract whose employment will be terminated as a result of the award of the successor contract, a right of first refusal of employment under the contract in positions for which they are qualified. There shall be no employment openings under the contract until such right of first refusal has been provided. Nothing in this order shall be construed to permit a contractor or subcontractor to fail to comply with any provision of any other Executive Order or law of the United States.

Sec. 2. Definitions.

(a) "Service contract" or "contract" means any contract or subcontract for services entered into by the Federal Governmentor its contractors that is covered by the Service Contract Act of 1965, as amended, 41 U.S.C. 351 et seq., and its implementing regulations.

(b) "Employee" means a service employee as defined in the Service Contract Act of 1965, 41 U.S.C. 357(b).

Sec. 3. Exclusions. This order shall not apply to:

(a) contracts or subcontracts under the simplified acquisition threshold as defined in 41 U.S.C. 403;

(b) contracts or subcontracts awarded pursuant to the Javits-Wagner-O'Day Act, 41 U.S.C. 46-48c;

(c) guard, elevator operator, messenger, or custodial services provided to the Federal Government under contracts or subcontracts ith sheltered workshops employing the severely handicapped as described in section 505 of the Treasury, Postal Services and General Government Appropriations Act, 1995, Public Law 103-329;

(d) agreements for vending facilities entered into pursuant to the preference regulations issued under the Randolph- Sheppard Act, 20 U.S.C. 107; or

(e) employees who were hired to work under a Federal service contract and one or more nonfederal service contracts as part of a single job, provided that the employees were not deployed in a manner that was designed to avoid the purposes of this order.

Sec. 4. Authority to Exempt Contracts.

If the head of a contracting department or agency finds that the application of any of the requirements of this order would not serve the purposes of this order or would impair the ability of the Federal Government to procure services on an economical and efficient basis, the head of such department or agency may exempt its department or agency from the requirements of any or all of the provisions of this order with respect to a particular contract, subcontract, or purchase order or any class of contracts, subcontracts, or purchase orders.

Sec. 5. Contract Clause. The following contract clause shall be included in solicitations for and service…