Draft Solicitation W91260-09-R-0002

Section B - Supplies or Services and Prices

PROGRAM CEILING

SMDIS III PROGRAM CEILING: The ceiling for the SMDIS III Program is $450 Million. Likewise, each awarded contract under the SMDIS III Program will be awarded in the amount not to exceed $450 Million. However, the cumulative negotiated value of all contracts awarded under the SMDIS III Program shall not exceed the Program ceiling of $450,000,000 unless otherwise approved in writing by the Contracting Officer.

Lot

LABOR (CPFF)

CPFF

Period of Performance: 29 SEPTEMBER 2009 - 28 SEPTEMBER 2014

Nonpersonal services to provide technical support in accordance with the Performance Work Statement.

FOB: Destination

ESTIMATED COST

FIXED FEE

TOTAL EST COST + FEE

Lot

TRAVEL

COST

COST REIMBURSEMENT - Travel will be reimbursed at cost. Travel expenses are not subject to profit or fee. The estimated cost includes applicable indirect cost.

Ordering Period: 29 SEPTEMBER 2009 - 28 SEPTEMBER 2014

All travel cost shall be in accordance with Joint Travel Regulation and approved by the Contracting Officer prior to travel

ESTIMATED COST

Lot

OTHER DIRECT COSTS (ODC)

COST REIMBURSEMENT

Period of Performance:

This CLIN is for other direct costs (not including labor). ODC's are not subject to profit or fee. The estimated cost includes indirect cost.

ESTIMATED COST

Lot

DATA REQUIREMENTS

Contract Data Requirements Lists (CDRLs) Attachment 6, located in Section J.

Lot

CONTRACTOR MANPOWER REPORTING

In accordance with Section H, Paragraph H-23, CONTRACTOR MANPOWER REPORTING.

The ordering period shall be 29 SEPTEMBER 2009 - 28 SEPTEMBER 2014.

MIN/MAX QTY, CONTRACT VALUE

CONTRACT MINIMUM/MAXIMUM QUANTITY AND CONTRACT VALUE

The minimum quantity and contract value for all orders issued against this contract shall not be less than the minimum quantity and contract value stated in the following table. The maximum quantity and contract value for all orders issued against this contract shall not exceed the maximum quantity and contract value stated in the following table.

MINIMUM

QUANTITY

MINIMUM

AMOUNT

MAXIMUM

QUANTITY

MAXIMUM

AMOUNT

$100,000.00

$450,000,000.00

CLIN DELIVERY/TASK ORDER MINIMUM/MAXIMUM QUANTITY AND CLIN ORDER VALUE

The minimum quantity and order value for the given Delivery/Task Order issued for this CLIN shall not be less than the minimum quantity and order value stated in the following table. The maximum quantity and order value for the given Delivery/Task Order issued for this CLIN shall not exceed the maximum quantity and order value stated in the following table.

QUANTITY

MINIMUM

AMOUNT

MAXIMUM

QUANTITY

MAXIMUM

AMOUNT

$ NA

Section C - Descriptions and Specifications

DESCRIPTIONS AND SPECIFICATION

Description of the work to be performed by the contractor is set forth in U.S. Army Space and Missile Defense Command / Army Forces Strategic Command Performance Work Statement (PWS) entitled "Space and Missile Defense Initiatives Support III (SMDIS III) Scientific, Engineering and Technical Assistance (SETA)" dated 11 MARCH 2009, and provided in Section J, Attachment 1.

Section D - Packaging and Marking D-1

TECHNICAL DATA:

Packaging and marking of technical data to be delivered pursuant to the provisions of this contract shall be in accordance with the contractor’s standard commercial practice.

D-2

ADDRESS:

Items shipped to Army Space Command shall be marked as follows:

U.S. Army Space and Missile Defense Command

ATTN: SMDC-Contracting

350 Vandenberg Street, Bldg 3

Peterson AFB, CO 80914-4914

Contract Number:

Task Order Number:

Section E - Inspection and Acceptance E-1

FEDERAL ACQUISITION REGULATION (48 CFR CHAPTER 1) CLAUSES

CLAUSES INCORPORATED BY REFERENCE

E-2

POINT OF INSPECTION:

a. The Government reserves the right to perform quality assurance inspections at the Contractor's place of performance identified in this contract. The Government will inspect the Contractor's submissions (products, supplies, materials, services and/or deliverables) and products as specified in this contract.

b. Appointed Contracting Office Technical Representative (COTR) will participate in the administration of this contract specifically to evaluate contractor performance, inspect services for the Government, and support the Government Contract Quality Assurance (QA) program. This designation does not include authority to direct and/or authorize the Contractor to make changes in the scope of the terms of the contract without the written authority of the Contracting Officer. The Contracting Officer will notify the Contractor in writing of names, duties and limitations of appointed COTRs. Acceptance of the services performed under this contract shall be accomplished by the Contracting Officer (KO) or the Contracting Officer Representative (COR).

E-3

MATERIAL INSPECTION AND RECEIVING REPORTS:

Upon completion of each Task Order period of performance and submission of all required Task Order deliverables, the contractor shall provide a completed Material Inspection and Receiving Report (MIRR), DD Form 250. The MIRR shall be marked as final, and shall specifiy the following: all required Task Order deliverables have been completed and provided to the Government; disposition of any classified material has been completed; disposition of any applicable Government furnished Property (GFP) has been completed; any applicable final patent reports have been cleared; any applicable final royalty reports have been cleared; and , all applicable value engineering change proposals have been resolved. The contractor shall provide the original DD250 to the Procuring Contracting Officer, with a copy each to the Program Manager and Administrative Contracting Officer.

E-4

ACCEPTANCE:

Acceptance by the Government of all items delivered shall be at destination unless designated otherwise in individual Task Orders. Only the Contracting Officer, USASMDC/ARSTRAT, will make acceptance.

INSPECTION AND ACCEPTANCE TERMS

Supplies/services will be inspected/accepted at:

Section F - Deliveries or Performance F-1

CLAUSES INCORPORATED BY REFERENCE

F-2

ORDERING PERIOD:

The ordering period for the SMDIS III contract is:

29 September 2009 through 28 September 2014

Ordering periods at the Task Order level will be indicated on each individual Task Order.

F-3

DIRECT PRODUCTIVE PERSON HOURS FOR TASK ORDERS

a. In the performance of the various Task Orders, which will be issued pursuant to the clause hereof titled “Task Order Procedures” (Section H4), the contractor shall provide the specified engineering and/or technical support per each task order, and as agreed to in the corresponding task order plan.

b. Direct Productive Person Hours are defined as prime contractor, consultant, and subcontractor actual direct labor hours exclusive of vacation, holiday, sick leave, and other absences, also referred to as Hours or Labor Hours.

c. Prior to final payment on a Task Order, the contractor is required to certify to the Administrative Contracting Officer that he has completed all associated travel; has acquired all required materials; has provided the reports called for; and the effort performed and reports provided are considered satisfactory by the Government.

F-4

TASK ORDERS

This contract is awarded subject to the availability of funds as provided in FAR 52.232-19. The Contractor shall incur cost under this contract only in the performance of Task Orders and revision to Task Orders issued by the Contracting Officer. The Government's requirements shall be given to the Contractor by the timely issuance of Task Orders, duly executed by the Contracting Officer in accordance with the Order Limitations (FAR 52.216-19) and Indefinite Quantity (FAR 52.216-22) clauses set forth in Section I. The Government will issue a DD Form 1155 as the executing vehicle for each Task Order. The Task Order will set forth the maximum obligation of the Government (otherwise known as a ceiling) for total dollars. FAR Clause 52.232‑22 Limitation of Funds (see Section I) will apply to each Task Order. For purposes of this contract, the ceilings will be stated in total dollars – the contractor shall not exceed the ceiling without prior written approval of the Contracting Officer.

F-5

DATA AND REPORTS

The contractor shall prepare and deliver data and reports in accordance with Contract Data Requirements Lists (CDRL’s), DD Form 1423 (See Section J, attachment 6). Specific deliverable requirements will be set forth in each Task Order.

F-6

PLACE AND METHOD OF DELIVERY

The contractor shall deliver the reports and data, if feasible electronically, specified in the Contract Data Requirements List (CDRL), DD Form 1423 and as specified in each Task Order.

DELIVERY INFORMATION

28-SEP-2014

DAVID MCADAM

SMDC-OP-W

350 VANDENBERG STREET

PETERSON AFB CO 80914

719-554-1832

SG6217

28-SEP-2014

SG6217

28-SEP-2014

SG6217

28-SEP-2014

SG6217

28-SEP-2014

SG6217

Section G - Contract Administration Data

SECTION G

G-1

INCREMENTAL FUNDING:

The delivery orders issued under this contract will be incrementally funded in accordance with Federal Acquisition Regulation (FAR) 52.232-22. The government will not be obligated to reimburse the contractor in excess of the amount allocated to a specific ACRN on any given delivery order, nor any amount in excess of the total obligated funding on any given delivery order. Additionally, allotments of funds will become available only by modification to a delivery order.

G-2

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 Contractor 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. Reference FAR Clause 52.243-7 Notification of Changes (April 1984)

b. All correspondence pertaining to this contract will be addressed to:

U.S. Army Space Command

ATTN: SMDC-Contracting

350 Vandenberg Street, Bldg. 3

Peterson AFB, CO 80914-4914

c. The telephone number, FAX number and e-mail address of the Contracting Officer (KO) is:

S. Brian Gaines

Email: sven.gaines@smdc-cs.army.mil

Telephone: (719) 554-1962

FAX: (719) 554-8442

d. The telephone number, FAX number and e-mail address of the Contracting Specialist is:

Ruth Schklar

Email: ruth.schklar@smdc-cs.army.mil

Telephone: (719) 554-8488

Fax: (719) 554-8442

e. The telephone number, FAX and e-mail address of the Program Manager is:

David McAdam

Email: david.mcadam@smdc-cs.army.mil

Telephone: (719) 554-1832

Fax: (719) 554-8464

f. The Administrative Contracting Office information is:

DCMA_______________________

g. The address of the paying office is:

DFAS -- Columbus Center

DFAS – CO/South Entitlement Operations

P.O. Box 182264

Columbus, OH 43218-2264

G-3

PAYMENTS BY ELECTRONIC FUND TRANSFER (EFT) PROCEDURE

Payments will be made by EFT procedures and upon receipt of proper invoices or vouchers as required by the contract clause entitled, “Invoicing and Vouchering.”

(Account Number, if Financial Institution)

G-4

CONTRACTOR’S CONTRACT ADMINISTRATION

The Contractor’s contract administration functions will be performed at the following address:

Name and Title

Responsible Office ____________________________________

Address

Phone Number

Fax Number

E-mail Address

DUNS #

CAGE #

TIN #

G-5

AUTHORIZED NEGOTIATORS

The following individuals are authorized to negotiate and bind the company:

NAME

POSITION

NAME

POSITION

G-6 Army Electronic Invoicing Instructions (Feb 2006)

Contractor shall submit payment request using the following method(s) as mutually agreed to by the Contractor, the Contracting Officer, the contract administration office, and the payment office.

[X] Wide Area Workflow (WAWF) (see instructions below)

[ ] Web Invoicing System (WInS) (https://ecweb.dfas.mil)

[ ] American National Standards Institute (ANSI) X.12 electronic data interchange (EDI) formats

(http://www.X12.org and http://www.dfas.mil/ecedi)

[ ] Other (please specify)_______________________

DFAS POC and Phone: DFAS COLUMBUS 1-800-756-4571

WAWF is the preferred method to electronically process vendor request for payment. This application allows DOD vendors to submit and track Invoices and Receipt/Acceptance documents electronically. Contractors electing to use WAWF shall (i) register to use WAWF at https://wawf.eb.mil and (ii) ensure an electronic business point of contact (POC) is designated in the Central Contractor Registration site at http://www.ccr.gov within ten (10) calendar days after award of this contract/order.

WAWF Instructions

Questions concerning payments should be directed to the Defense Finance and Accounting Service (DFAS)

COLUMBUS at 1-800-756-4571 or faxed to 1-877-749-4843. Please have your purchase order/contract number ready when calling about payments.

You can easily access payment and receipt information using the DFAS web site at http://www.dfas.mil/money/vendor. Your purchase order/contract number or invoice number will be required to inquire about the status of your payment.

The following codes and information will be required to assure successful flow of WAWF documents.

TYPE OF DOCUMENT [check as appropriate]

[ ] Commercial Item Financing

[ ] Construction Invoice (Contractor Only)

[ ] Invoice (Contractor Only)

[ ] Invoice and receiving Report (COMBO)

[ ] Invoice as 2-in-1 (Services only)

[ ] Performance Based Payment (Government Only)

[ ] Progress Payment (Government Only)

[X] Cost Voucher (Government Only)

[ ] Receiving Report (Government Only)

[ ] Receiving Report with Unique Identification (UID) Data (Government Only). UID is a new globally unique “part identifier” containing data elements used to track DOD parts through their life cycle.

[ ] Summary Cost Voucher (Government Only)

CAGE CODE: ________

ISSUE BY DODAAC: W91260

ADMIN BY DODAAC: W91260

INSPECT BY DODAAC: SG6217

ACCEPT BY DODAAC: SG6217

SHIP TO DODAAC: SG6217

LOCAL PROCESSING OFFICE DODAAC: N/A

PAYMENT OFFICE FISCAL STATION CODE: HQ0339

EMAIL POINTS OF CONTACT LISTING:

INSPECTOR: david.mcadam@smdc-cs.army.mil ACCEPTOR: david.mcadam@smdc-cs.army.mil RECEIVING OFFICE POC: david.mcadam@smdc-cs.army.mil CONTRACT ADMINISTRATOR: ruth.schklar@smdc-cs.army.mil CONTRACTING OFFICER: sven.gaines@smdc-cs.army.mil

ADDITIONAL CONTACT: N/A

For more information contact: the Contracting Officer G-7

SUBMISSION OF INVOICES

a. The contractor shall invoice via Standard Form (SF) 1034/1035, Public Voucher for Purchases and Services Other Than Personal (SF 1034) and Continuation Sheet (SF1035). The face of the SF 1034 shall clearly indicate the contract number, task order number, the period for which the invoice is submitted, CLIN number(s), cost billed per CLIN and appropriate accounting data to coincide with each CLIN being charged. If all information is not able to fit on the SF 1034 use the SF1035 as a continuation sheet. The invoice shall depict the costs per major cost element for the amount the invoice is being submitted for and the cumulative amount. Thus, the invoice should have at least two columns depicting the costs incurred, one for the amount being charged for the invoicing period and one for the cumulative costs charged. Each of the two categories should have a breakdown of costs per major cost element. The Contracting Officer should easily be able to see Total Costs, Fixed Fee, Total Cost Plus Fixed Fee, and the hours being charged to the contract. Separate Public vouchers must be submitted for each task order.

b. The Contractor shall comply with DFARS 252.232-7003, Electronic Submission of Payment Requests. The Contractor shall also submit three copies of each public voucher under this contract in accordance with FAR Clause 52.232-25, Prompt Payment, and the paragraphs below. Invoice copies shall be submitted to: DCMA, the Contracting Officer, and post one copy to the CDRL website under the prospective for each individual task orders.

CLAUSES INCORPORATED BY REFERENCE

Section H - Special Contract Requirements

SECTION H

H-1 INSURANCE (Reference FAR 52.228-7)

Pursuant to the requirements of the contract clause titled "Insurance-Liability to Third Persons", the Contractor shall obtain and maintain at least the following kinds of insurance and minimum liability coverage during any period of contract performance:

a. Reference FAR 28.307-2 (a). Workmen's Compensation and occupational disease coverage as required by law except that, if this contract is to be performed in a State that does not require or permit private insurance, then compliance with the statutory or administrative requirements in any such State will be satisfactory. The required Workmen's Compensation Insurance shall extend to cover employers' liability for accidental bodily injury or death and for occupational disease with a minimum liability limit of $100,000.

b. Reference FAR 28.307-2 (b). Comprehensive General Liability Insurance in the minimum limit of $500,000 per occurrence for bodily injury liability.

c. Reference FAR 28.307-2 (c). Comprehensive Automotive Liability Insurance with minimum limits of $200,000 per person and $500,000 per occurrence for bodily injury, and a minimum limit of $20,000 per occurrence for property damage.

H-2 ORGANIZATIONAL CONFLICT OF INTEREST (OCI)

a. The effort to be performed under this contract involves nonpersonal services in the form of engineering and technical services, acquisition support services, systems program services, prototyping, limited production/procurement, emerging technology analysis, operational planning, development and integration services, and related activities These activities may create a potential and significant conflict of interest as set forth in Federal Acquisition Regulation 9.505. The Government’s intent is to prevent the existence of conflicting roles that might bias the Contractor’s judgment in rendering advice and recommendations and/or that might create an unfair competitive advantage resulting from knowledge, information and experience gained during the performance of the contract. The appearance of conflicts should be evaluated and managed with the same vigor as actual conflicts. Therefore, except as noted and except as provided in FAR 9.505-2(a)(3) for development and production, or without the Procuring Contracting Officer’s consent, the Contractor agrees not to participate as a Contractor, subcontractor, consultant or team member to provide material, equipment, support or services for the systems, programs, requirements or projects listed in any resultant Task Orders (refer to the Performance Work Statement for a listing of anticipated work areas/technologies). As many of the technologies to be covered hereunder have yet to be identified, this statement shall follow through to any new technologies covered hereunder. The Contractor also agrees not to accept tasks, which would require the Contractor to review, evaluate, analyze or otherwise advise the Government regarding a product produced by the Contractor under another contract. These restrictions shall be effective through a period ending one year following completion of performance under the specific task order where the potential conflict has been identified.

b. The Contractor may participate (1) on a noncompetitive basis under a prime contract with the Government; (2) with the written approval of the Procuring Contracting Officer, or (3) where the Contractor/subcontractor provides an acceptable conflict of interest mitigation technique/plan (e.g., personnel isolation, restricted technical interchange or other sufficient firewalls) to the Procuring Contracting Officer.

c. The work to be performed under this contract may require access to the proprietary data or information from other companies and consequently creates a potential significant conflict of interest as set forth in FAR 9.505-4. The intent of the Government is to prevent creation of an unfair competitive advantage as a result of knowledge gained through access to proprietary information. The Contractor agrees that it will not willfully or negligently disclose proprietary data or information to unauthorized parties without the prior permission of the Government and that proprietary data or information shall not be duplicated, used or disclosed, in whole or in part, for any purpose other than to accomplish the contracted effort. Consequently, when access to proprietary data or information of other companies is required, the Contractor shall

(1) Enter into a written agreement with the other company (or companies) to protect such proprietary data or information from unauthorized use or disclosure for as long as it remains proprietary; and

(2) Refrain from using such proprietary data or information for any purpose other than providing work to the Government under this contract.

The Contractor shall inculcate upon its employees, through appropriate means, such formal training and promulgation of company policies and procedures, the principles of FAR Subpart 9.5, so that employees will refrain from using or disclosing proprietary information except as provided herein. In addition, the Contractor shall obtain from each of its employees who is involved or expected to be involved with work under this contract a signed, written agreement promising that the employee:

(1) Will not disclose proprietary data or information arising from, connected to or related to the work under this contract during the course of employment and thereafter;

(2) Will not disclose such proprietary data or information other than Contractor’s employees, parent company employees or employees of new owner by novation who have a specific need to know, and

(3) Will not use such proprietary data or information for the employee's own benefit or the future benefit of any other individual, corporation, or organization to which the employee had access in connection with the work under the contract.

d. Executed copies of all proprietary data or information or non-disclosure agreements shall be furnished to the Government within fifteen (15) calendar days of execution.

e. The SMDIS III prime Contractors and subcontractors may not receive award, or perform at any time after award, as a prime or subcontractor, under more than one contract simultaneously resulting from multiple awards from the solicitation for this contract. Due to possible Organizational Conflicts of Interest and potential for decreased task order competition after award, cross-teaming is prohibited. Cross-teaming arrangements include a prime offeror participating as a subcontractor/team member with another prime contractor, or team member/subcontractor subcontracting/teaming with more than one prime contractor. Following contract award, awardees shall ensure any changes/additions to team members or first tier subcontractors abide by this cross-teaming prohibition.. Exception to this policy requires written approval from the contracting officer.

f. The Contractor shall hold the Government harmless and indemnify the Government as to any cost or loss resulting from the unauthorized use or disclosure of third party proprietary data or information by the Contractor, its employees, subcontractors, or agents.

g. The contractor agrees if there is a potential conflict of interest, that it will request written approval of the SMDIS III Contracting Officer before participating in other acquisitions. The Contracting Officer will consider such requests and provide a determination, on a case-by-case basis. Each situation will be examined on the basis of its particular facts and the nature of the proposed support, services or deliverables. The exercise of common sense, good judgment and sound discretion will be employed in determining whether a significant potential conflict exists and, if it does, the development of an appropriate means for resolving it.

h. For breach of any of the above restrictions or disclosure or misrepresentation of any relevant facts required to be disclosed concerning this contract, the Government may terminate this contract for default, disqualify the Contractor from subsequent related contractual efforts, and pursue such other remedies as may be permitted by law or this contract The contractor agrees that if in compliance with this clause, it discovers a potential conflict of interest (or potential thereof), a prompt and full disclosure shall be made in writing to the Procuring Contracting Officer. This disclosure shall include a description of the actions the Contractor has taken or proposes to take, to avoid or mitigate such conflicts. The Government may decide to terminate this contract for convenience if such termination is deemed in the best interest of the Government.

i. The Contractor shall include a clause that includes paragraphs a., b., e., f., g., h., and i. in all subcontracts. Likewise, a clause that includes paragraphs c. and d. shall be included in all subcontracts that may require access to proprietary information of other firms. When paragraphs above are included in a subcontract, the term "Government Procuring Contracting Officer" shall be changed to the Head of Contracts Office or equivalent title of the prime Contractor.

j. The Contractor’s OCI plan will be incorporated by reference in the resultant contract

H-3 REIMBURSEMENT OF MATERIALS AND TRAVEL

Reimbursement of any indirect costs shall be consistent with Contractor’s cost accounting practices and its disclosure statement.

a. Materials Reimbursement: The Government will reimburse the Contractor for material costs as deemed necessary for the performance of assigned tasks and as approved by the Contracting Officer. Material costs consist of materials, supplies, equipment, equipment lease, and transportation of equipment. Specific criteria and allowances will be incorporated in task orders executed pursuant to Special Provision H4 herein. All items over the micro purchase threshold shall be approved by the Contracting Officer. In addition, the contractor shall supply at least three quotes as proof of cost reasonableness to the Contracting Officer when required. The Contractor shall comply with the requirements of FAR 6.3, Other than Full and Open Competition, for all sole source purchases, and FAR 52.208-9, Contractor Use of Mandatory Sources of Supply for any purchase intended for use by the Government. Requests for Contractor Acquired Property must be made to the cognizant Contracting Officer. Any property acquired by the Contractor over $3,000 without prior authorization of the acquisition by the Contracting Officer is done so at the Contractor's own risk.

b. Travel Reimbursement: Fee shall not be permitted for travel or travel related costs. The Government will reimburse the Contractor for TDY and non-local travel as determined to be necessary for the performance of assigned tasks and as approved by the Contracting Officer. Except for Contractor deployment to an Area of Operations, the Government will only issue “Travel Orders” for those individuals traveling OCONUS. These orders are primarily used to encourage entry into Government facilities and to encourage extension of Government rates and privileges to Contractors supporting the Government. Appropriate orders to cover all OCONUS travel shall be prepared by the Contractor and submitted through the COR or TM to the Contracting Officer.

The Government will reimburse the Contractor for actual transportation fare via the most direct routes and at the lowest customary standard, coach, or equivalent airfare offered. No reimbursement will be made for first class travel costs, either CONUS or OCONUS. No reimbursement will be made for business class travel costs in CONUS, however; business class travel may be allowable OCONUS if the applicable conditions set forth in FAR 31.205-46(b) are documented and justified. Incurred costs for delays in route for the Contractor’s convenience will not be reimbursed. Per Diem will be paid at Joint Travel Regulation (JTR) rates or other rates deemed by the Government to be reasonable, allowable and allocable. To the extent available, Government quarters, messing, and surface transportation facilities shall be used. The Government will not reimburse the Contractor for local travel. Local travel is defined as travel within the area of a 50‑mile radius of the primary place of performance as defined in each Task Order.

c. Data Reimbursement - Not Separately Priced (NSP)

H-4 TASK ORDER PROCEDURES

a. The Contractor shall incur costs under this contract only in the performance of Task Orders and revisions to Task Orders issued by the Contracting Officer. No other costs are authorized without the express written consent of the Contracting Officer.

b. Task Orders may take the form of definitized Orders in which the approach has been negotiated and accepted, or undefinitized Orders in which the requirement is so urgent that immediate support shall be provided. In the case of undefinitized Orders, the Contracting Officer will set forth the effort to be accomplished and the not to exceed amount which shall not be exceeded during the undefinitized period, along with a definitization schedule. The Contractor’s requirement for submission of a Task Order Plan (TOP) shall commence upon receipt of a Task Order (other than draft) and direction from the Contracting Officer to submit a TOP.

c. Task Orders will be issued on a DD Form 1155 Order for Supplies or Services and shall incorporate (1) the Task Order PWS that will be numbered and in the format specified and provided by the Government; (2) the portions of the TOP, and/or (3) the entire TOP. A revision to a Task Order will be issued on a Standard Form 30 Amendment of Solicitation/Modification of Contract and may incorporate revisions to Task Orders that will be identified by the revision number following the Task Order PWS number indicating the revision sequence, (e.g. 07-900, Rev 1).

d. Should this solicitation result in multiple awards, each awardee will be provided a fair opportunity to be considered for each Task Order, except as provided in FAR 16.505(b)(2). Broad discretion will be exercised by the Contracting Officer who will consider the following factors in the placement of Task Orders.

(1) Identification of risk and weaknesses associated with the proposed approach will cause significant disruption of schedule, increased costs, or degrade performance and a plan/proposal for mitigation;

(2) How the proposal meets and demonstrates understanding of Task Order PWS requirements;

(3) Ability to solve associated technical problems;

(4) Ability to provide sufficient team compositions with technical expertise and experience necessary to satisfy task order requirements;

(5) How/if proposal exceeds basic PWS requirements and provides any innovations and exceptional value to the Government;

(6) Experience/expertise to accomplish all requirements for each Task Order;

(7) A functional organizational structure, including a team matrix of prime and subcontractor companies, including key personnel if applicable, supporting the scope of the Task Order PWS;

(8) How OCI issues have been effectively mitigated to accomplish each Task Order. If no OCI issues are applicable, so state and provide supporting rationale.

(9) The Government will consider potential impact on other orders placed with the contractor;

(10) The minimum order.

Typically, each new Task Order will be subjected to the above factors, and if deemed by the Contracting Officer as appropriate for “competition”, will be submitted to each awardee for development of a TOP, to include pricing. The Contracting Officer will then employ the above factors in determining the most appropriate placement of each order.

e. Except for task orders greater than $10 million, no protest under FAR Subpart 33.1 is authorized in connection with the placement or proposed placement of a Task Order, except on the grounds that the order is outside the scope, period, or maximum value of the contract in total.

f. The Contractor shall submit to the Contracting Officer a TOP within ten (10) business days (“No Bid” responses are due within five (5) business days) after receiving the Task Order and written notification from the Contracting Officer that a TOP is required. (Task Orders and requests for TOPs will be transmitted electronically.) The TOP shall provide the Contractor's approach to accomplishing the requirements of the task and shall identify the Contractor's overall cost proposal for completing the task. The Contractor shall identify risks and a risk mitigation plan. The Contractor shall describe its plan for assuring quality performance to include identifying any metrics it will use to manage the task order. The Contractor shall NOT reiterate the Task Order, but shall concentrate the TOP narrative on the approach and rationale supporting the approach. Personnel proposed shall be supported in terms of rationale/basis for selection, qualifications and relevance of qualifications. When individuals are proposed on more than one Task Order, the Contractor shall discuss prioritization of effort and shall include a reference depicting the total hours the individual is working in each Task Order. Deliverables and submission dates shall be included in tabular form. The Contractor shall provide a table that includes the personnel and hours by labor category and individual for each subtask, as well as total hours by subtask. An oral presentation may be required in lieu of or in addition to the submission of a written TOP.

g. Task Orders will be issued by the Contracting Officer to the Contractor incorporating (1) the Task Order Performance Work Statement (PWS) that will be numbered and in the format specified and provided by the Government; (2) the portions of the TOP, and/or (3) the entire TOP. Task Orders will include the required delivery dates or overall periods of performance and any Government-furnished property and deliverables. Deliverables may consist of equipment, prototypes, technical reports, studies, analyses, charts, reports, briefing notes, tabulations, view graphs, computer software, materials, and presentations, as required by individual Task Orders. The Contractor shall initiate task performance promptly upon the receipt of a fully executed Task Order that has been signed by the Contracting Officer as indicated above. The signed Task Order will incorporate all items agreed upon during TOP discussions and/or negotiations.

h. The "Limitations of Funds" FAR clause 52.232-22, contained in Section I herein will be applicable to all task orders (whether or not they are incremental or full funding type actions). The Task Order ceiling shall be the total estimated cost plus fixed fee. This ordering procedure is of a lesser order of precedence than the "Limitation of Funds" clause of the contract. The Contractor is not authorized to incur costs on Task Orders that are not in compliance with this clause.

i. Changes. The Contractor shall not exceed the cost specified in each Task Order without the written approval of the Contracting Officer. Any authorized changes to task content, estimated cost, schedules, and final deliverables shall be documented by a modification to the Task Order.

j. Task Order Contractor Acquired Property/Government Furnished Property.

“Contractor-acquired property,” as used in the Federal Acquisition Regulations, means property acquired or otherwise provided by the contractor for performing a contract and to which the Government has title.

“Government-furnished property,” as used in the Federal Acquisition Regulations, means property in the possession of, or directly acquired by, the Government and subsequently made available to the contractor.

All Contractor acquired property/Government-furnished property shall be incorporated and made a part of Task Order Scope of Work, or the Contractor’s TOP. This contract contains the clause, FAR 52.245-1, Government Property. However, receipt of Government Furnished Property or Contractor Acquired Property is not authorized by this document alone. Such property may be acquired only upon receipt of a fully executed Task Order or order modification that specifically authorizes acquisition of the property by the Contractor. Requests for Contractor Acquired Property must be made to the cognizant Contracting Officer. Any property acquired by the Contractor without a Task Order of Order Modification authorizing such acquisition, is done so at the Contractor's own risk. All equipment purchased/furnished property on this task order shall be tracked and accounted for by the contractor.

Reimbursement of any indirect costs shall be consistent with contractor’s cost accounting practices and its disclosure statement. The Government will reimburse the Contractor for material costs as deemed necessary for the performance of assigned tasks and as approved by the Contracting Officer. Material costs consist of materials, supplies, equipment, equipment lease, and transportation of equipment. Specific criteria and allowances will be incorporated as indicated in the Task Order Scope of Work, or the Contractor’s TOP. Requests for Contractor Acquired Property must be made to the cognizant Contracting Officer. Any property acquired by the Contractor over $3,000 without prior authorization of the acquisition by the Contracting Officer is done so at the Contractor's own risk.

The Government will conduct annual audits of the equipment purchased/furnished property under this task order and any follow-on task orders that may be connected to this purchase. Please provide a status report (location and condition of equipment) seven days prior to the end date of this task order. This status information should be provided to the Contracting Officer. If in the event transfer of equipment is made to the Government, notification and appropriate documentation shall be provided to the Contracting Officer.

k. Task Order Cost Reporting Requirements:

The Contractor is required to propose cost information for each task order issued under the contract. The reporting should include the following:

(1). Direct Labor – The Contractor is required to propose cumulative direct labor costs under the task order by reporting the detailed breakdown of the fully burdened direct labor rates (including fee) for both on-site and off-site labor. The fully burdened labor should be applied to the proposed direct labor hours by labor category and Contractor fiscal year. The total fully burdened direct labor rates and related direct labor hours should be summarized by labor categories.

(2). Travel – The contractor and subcontractor is required to propose travel expense detail to include the destination, number of employees traveling, number of days, airfare, lodging, per diem, rental car, and other travel expenses. No fee shall be applied to andy ODC cost.

(3). Other Direct Costs (ODC’s) – The Contractor and subcontractor is required to propose other direct costs (ODC) by major cost sub-element (e.g. direct material, consultants, etc.). No fee shall be applied to any ODC cost.

(4) Subcontract Labor – The Contractor is required to propose subcontract labor costs by reporting fully burdened subcontract labor rates applied to proposed subcontract labor hours, by labor category, by prime Contractor fiscal year. In addition, total cumulative subcontract labor costs and related subcontract labor hours should be summarized by subcontract labor categories. No fee should be applied to subcontract costs.

(5). Indirect Expense Rates - The indirect expense rates applied to each of the cost elements discussed above should be based on either budgeted indirect expense rates, forward pricing rate proposal (FPRP) or agreement (FPRA), billing rates, or actual indirect rate information. The schedule should include a footnote describing the source of the prime Contractor’s indirect expense rates used, the rates applied in the schedule, and related fee percentages, if applicable.

H-5 TASK ORDER OPTIONS

When appropriate, the Government may exercise task order options by written notice to the Contractor within 15 days of award; provided that the Government gives the Contractor a preliminary written notice of its intent to exercise the option at least 60 days before the task order expires. The preliminary notice does not commit the Government to awarding the option.

H-6 EVALUATION OF TASK ORDER OPTIONS

Except when it is determined in accordance with FAR 17.206(b) not to be in the Government’s best interests, the Government will evaluate offers for task order award purposes by adding the total price for all task order options to the total price for the basic task order requirement. Evaluation of task order options will not obligate the Government to exercise the task order option(s).

H-7 ALLOWABLE COSTS

In order for man-hours to be invoiced, deliverable services must have been performed in direct support of a requirement in the task order. In the course of business, situations may arise where government facilities may not be available for performance of task order requirements (i.e., base closure due to weather, force protection conditions, etc.). Contractors are authorized to work at an alternate location. There may also be occasions when SMDIS III support contractors are invited to participate in morale and recreational activities (i.e., holiday parties, golf outings, sports day and other various social events). The Government shall not be billed if contractor employee attends morale and recreational activities. Under these circumstances, contractor employees must comply with individual company policy that is in accordance with that company’s compensation system. In accordance with FAR 37.104(b), personal service contracts are prohibited. The Government does not have an employer/employee relationship with contractor employees and therefore is not authorized to grant administrative leave or expend government resources to compensate contractor employees for hours expended on activities not included in the task order. Submission/acceptance of non-work related time as billable under the submission of a public voucher (invoice) for payment constitutes a false claim that may lead to criminal sanctions, fines, suspension and/or debarment.

H-8 NONPERSONAL SERVICES

A.

In performance of this contract, the Contractor shall provide advisory & assistance services (A&AS) and some non-advisory and assistance services (non-A&AS) support in the form of services and data required by the Government to support management of SMDIS III programs. This will be based upon the task order’s Performance Work Statement (PWS) for the specific effort.

B.

The Government will neither supervise contractor employees nor control the method by which the Contractor performs the required tasks. Under no circumstances shall the Government assign tasks to or prepare work schedules for individual contractor employees. It shall be the responsibility of the Contractor to manage their employees and to guard against any actions that are of the nature of personal services or give the perception of personal services. The contractor will train it’s employees about non-personal services and proper Government/Contractor relationships. If the Contractor feels that any actions constitute or are perceived to constitute personal services, it shall be the Contractor’s further responsibility to notify the KO immediately.

C.

These services shall not be used to perform work of a policy/decision-making or management nature, i.e., inherently Government functions. All decisions relative to programs supported by SMDIS III contractors will be the sole responsibility of the Government. Support services will not be ordered to circumvent personnel ceilings, pay limitations, or competitive employment procedures.

H-9 SMDIS III CONTRACTOR/TEAM MEMBER/SUBCONTRACTOR IDENTIFICATION

All SMDIS III contractor/team member/subcontractor personnel shall be required to wear company identification badges so as to distinguish themselves from government employees. These badges must be visible at all times when working with government personnel. When conversing with government personnel during business meetings, over the telephone or via electronic mail, support contractor/team member/subcontractor personnel shall identify themselves as such to avoid any perception that they may be government employees and to avoid situations arising where sensitive topics might be better discussed solely between government employees. Electronic mail signature blocks shall identify contractor/company affiliation. Documents or reports produced by contractors shall be suitably marked as contractor products or contractor participation appropriately disclosed. Contractor/team members/subcontractors occupying collocated space in a government facility shall identify their workspace area with their name and company/contractor affiliation.

H-10 TASK ORDER MINIMUM QUANTITIES

The minimum contract value set forth in Section C represents the Government’s minimum obligation for the total contract. The minimum amount may be awarded at any time in the contract period and is not identified to support any specific effort (e.g. program management). The minimum will not necessarily be ordered on the first Task Order.

H-11 KEY PERSONNEL

a. The contractor's organization shall be established with authority to effectively accomplish the objectives of the Performance Work Statement. This organization shall become effective upon award of the contract and its integrity shall be maintained for the duration of the contract effort.

b. The key personnel listed in paragraph c below are considered to be critical to the successful performance of this contract. Prior to replacing these key personnel, the Contractor shall obtain written consent of the Contracting Officer. In order to obtain such consent, the Contractor must provide advance notice of the proposed changes and must demonstrate that the qualifications of the proposed substitute personnel are generally equivalent to or better than the qualifications of the personnel being replaced.

c. Key Personnel List:

(This list shall be negotiated by the parties. Personnel identified as key individuals/personnel in the offeror's proposal shall be candidates for this list.

d. Prior to permanently reassigning any of the specified individuals to other contracts, the contractor shall provide the Contracting Officer not less than thirty (30) days advance notice and shall submit justification (including proposed substitutions) in sufficient detail to permit evaluation of the impact on the program. No reassignment shall be made by the Contractor without written consent of the Contracting Officer. The "Key Personnel" list may be amended from time to time during the course of the contract to either add or delete personnel, as appropriate.

H-12 COMMAND TASK ORDER OMBUDSMAN

During the performance of this contract, the following office is established to review complaints concerning the circumstances surrounding the issuance, or modification, of any and all Task Orders, as well as to ensure that all Contractors are afforded a fair opportunity to be considered for all Task Orders awarded:

Mr. Garfield Boon, Competition Advocate

HQ USASMDC/ARSTRAT

P.O. Box 1500

Huntsville, AL 35807

Telephone: (256) 955-3410

H-13 PUBLIC RELEASE OF INFORMATION

a. The policies and procedures outlined herein apply to information submitted by the Contractor and his subcontractors for approval for public release. Classified or unclassified information for use at classified or internal meetings will be cleared as shown in the Department of Defense Industrial Security Manual.

b. All public information materials prepared by the Contractor must be submitted to USASMDC/ARSTRAT Public Affairs Office for clearance prior to release. These materials include, for example, technical papers and responses to news queries which relate to a Contractor's work under this contract.

c. Once information has been cleared for public release, it does not have to be cleared again for later use. The information must be used in its originally cleared context.

d. The USASMDC/ARSTRAT Public Affairs Officer is responsible for processing clearance of Contractor‑originated material for public release. This includes forwarding the material to appropriate Department of the Army agencies for actual clearance.

e. All material to be cleared shall be sent to:

USASMDC/ARSTRAT

ATTN: SMDC- Contracting

350 Vandenberg Street, Building 3

Peterson AFB, CO 80914-4909

Note: Subcontractor proposed public releases must be submitted for approval through the prime Contractor.

f. The Contractor shall submit the material proposed for public release to the above addressee by a letter of transmittal which states: (1) to whom the material is to be released; (2) the desired date for public release; (3) that the material has been reviewed and approved by officials of the Contractor, or…