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Section A - Solicitation/Contract Form A.1 CONTRACT TYPE a. This is a Multiple Award Indefinite Delivery/Indefinite Quantity (MAIDIQ) type contract awarded to satisfy the requirements that fall within the Scope of Work (SOW) entitled DoD Counter Narco-Terrorism Program Office (CNTPO) Training Services Support . This MAIDIQ is one of four MAIDIQs established to support the CNTPO efforts. The other SOWs are entitled as follows: DoD Counter Narco-Terrorism Program Office (CNTPO) Operations, Logistics and Minor Construction Support DoD Counter Narco-Terrorism Program Office (CNTPO) Command, Control, Communications, Information, Detection & Monitoring (C3IDM) Support DoD Counter Narco-Terrorism Program Office (CNTPO) Program and Programmatic Support

This contract will share a programmatic ceiling among the contractors that will be awarded contracts under the DoD Counter Narco-Terrorism Program Office (CNTPO) Training Services Support MAIDIQ. (See A.2 below) b. The contract consists of a two-year ordering period, and three, one-year optional ordering periods. The optional ordering periods may be exercised if the contractor satisfies the requirements as prime contractor under this effort. (See Section H, Special Provision H.6, Off-Ramps/On-Ramps) c. This MAIDIQ will be executed and administered in accordance with the requirements set forth in Federal Acquisition Regulation (FAR) Subpart 16.5. Section H, Special Provision H.1, Task Order Procedures, establishes the process through which task orders (TOs) will be awarded. Section H, Special Provision H.2, Task Order Pricing, sets forth the process through which task orders shall be priced. d. This MAIDIQ provides for multiple pricing arrangements which will be available for use in the pricing of individual TOs. The type of TO will be determined based upon the nature of the requirement. Authorized contract types that may be awarded include, but are not limited to, the following: Firm, Fixed Price (FFP) Fixed Price Incentive Fee (FPIF) Fixed Price/Labor Hour (FP/LH) with Cost Reimbursable (no fee) Materials and Other Direct Costs, Travel and DBA Insurance Cost-Plus-Fixed-Fee (CPFF) Cost-Plus-Incentive-Fee (CPIF)
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e. The maximum labor, indirect, profit and fee rates that may be applied during the task order proposal process will be established in Section J, Attachment 3, Pricing Matrices. These rates may be discounted at the TO level to represent the contractors competitive strategy and/or the nature of the requirement (see Section H, H.1 and H.2 regarding Task Order Issuance Procedures and Task Order Pricing). f. As stated below under Section H, H.1, TOs will be awarded on a best value basis. In emergency situations, the government reserves the right to issue unilateral task orders on an undefinitized basis. Any such undefinitized unilateral task order shall be definitized as quickly as possible in accordance with DFARS 252.217-7027 (Contract Definitization), utilizing a not to exceed ceiling amount, funding, and definitization schedule. A.2 MAXIMUM-MINIMUM VALUE a. The minimum amount guaranteed under this contract, and any contract awarded under the DoD Counter Narco-Terrorism Program Office (CNTPO) Training Services Support MAIDIQ, is $5,000. For contracts awarded through the ramp-on process, see Section H, Special Provision H.6, Off-Ramps/On-Ramps, the minimum guarantee will be awarded commensurate with the award of the new contract. b. As stated in provision A.1 above, a common DoD Counter Narco-Terrorism Program Office (CNTPO) Training Services Support MAIDIQ ceiling will be shared with all contracts awarded under the MAIDIQ. The maximum ceiling for this MAIDIQ arrangement is $975,000,000.00, inclusive of all optional ordering periods, if exercised. c. In the event that FAR 52.217-8, Option to Extend Services, is exercised, orders awarded under this option will be within the MAIDIQ ceiling identified in A.2.b. above. A.3 FUNDING All funds will be provided at the TO level. No funding will be applied to the basic contract. A.4 REQUIREMENTS OF THE CONTRACT The Contractor, as an independent contractor and not as an agent or employee of the Government, shall furnish to the Government all necessary labor, services, supplies, equipment and materials, except as specified to be furnished by the Government, required to accomplish the requirements as specifically set forth in each TO awarded. All TOs shall be within the SOW incorporated herein as Section J List of Documents, Exhibits and Other Attachments, Attachment 1.

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A.5 RESTRICTED PARTICIPATION Four MAIDIQs will be competed simultaneously to support the CNTPO. These arrangements are: DoD Counter Narco-Terrorism Program Office (CNTPO) Operations, Logistics and Minor Construction Support DoD Counter Narco-Terrorism Program Office (CNTPO) Training DoD Counter Narco-Terrorism Program Office (CNTPO) Command, Control, Communications, Information, Detection & Monitoring (C3IDM) Support DoD Counter Narco-Terrorism Program Office (CNTPO) Program and Programmatic Support

The Government has reviewed these acquisitions and determined that due to the strong potential for conflicts of interested, offerors that propose under the Program and Programmatic Support MAIDIQ are excluded from participating as a prime contractor or team member/subcontractor at any level under the other three CNTPO MAIDIQs identified above. A.6 INCORPORATION OF CONTRACTORS PROPOSAL Certain aspects of the contractors negotiated proposal shall be incorporated into and made a part of this contract, as follows: Representations and Certifications (by reference) Sections B, G, and H: Prices and other information provided by the contractor Attachment 3: Pricing Matrices, to include maximum labor rates, indirect rates, fee rates and pricing factors Attachment 4: Contract Security Classification Specification (DD 254) Attachment 5: Key Personnel (incorporated in full text) Attachment 6: Contractors Technical Approach (incorporated by reference) Attachment 7: Contractors Management Approach (incorporated by reference) Attachment 8: Contractors Quality Control Plan (incorporated in full text)

A.7 UPDATES/CHANGES FROM SOLICITATION The following changes are herewith incorporated: TO BE COMPLETED AT TIME OF AWARD A.8 INCORPORATION OF NEGOTIATED ITEMS: In the event that negotiations are conducted, the awarded contract will include, under this provision, a summary of negotiated items. This provision will also identify any clauses or special provisions that are updated at the time of contract award, as well as any terms and conditions negotiated.
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Section B - Supplies or Services and Prices Specific requirements will be identified in individually negotiated and awarded Task Orders (TOs). This MAIDIQ provides for multiple TO arrangement types. The type of TO will be determined based upon the nature of each requirement. Authorized TO types that may be awarded are as follows: Firm, Fixed Price (FFP) Fixed Price Incentive Fee (FPIF) Fixed Price/Labor Hour (FP/LH) with Cost Reimbursable (no fee) Materials and Other Direct Costs, Travel and DBA Insurance Cost-Plus-Fixed-Fee (CPFF) Cost-Plus-Incentive-Fee (CPIF)

The Government will evaluate the unique requirements of each TO and determine the most appropriate contract types for each task order independently (Section H, paragraph H.1 and H.2 regarding Task Order Issuance Procedures and Task Order Pricing). The following are notional Contract Line Item (CLINs) which will be replicated for each ordering period (0000 series for the first year of the base period, 1000 series for the 2nd year of the base period, 2000 series for 1st Optional Ordering Period, 3000 series for 2nd Optional Ordering Period and 4000 series for 3rd Optional Ordering Period). The specific CLIN structure and value of the CLINs will be completed at time of contract award. 0001 Firm Fixed Price task orders inclusive of all personnel, materials, supplies, ODCs, travel, DBA and program management/oversight to execute the terms of task order. Travel and DBA are not profit bearing. FOB: Destination 1 JOB

0002 Firm Price Incentive Fee (FPIF) task orders inclusive of all personnel, materials, supplies, ODCs, travel, DBA and program management/oversight to execute the terms of task order. The incentive fee and targets will be set forth in the task order award. Travel and DBA are not fee bearing. FOB: Destination

JOB

0003 Cost-Plus-Fixed-Fee task orders

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inclusive of all personnel, materials, supplies, ODCs, travel, DBA and program management/oversight to execute the terms of task order. The fixed fee will be identified in each Task Order, but shall not exceed the rates set forth in Section J, Attachment 3. Travel and DBA are not fee bearing. FOB: Destination

0004 Cost Plus Incentive Fee (CPIF) task orders inclusive of all personnel, materials, supplies, ODCs, travel, DBA and program management/oversight to execute the terms of task order. The incentive fee and targets will be set forth in the task order award. Travel and DBA are not fee bearing. FOB: Destination

JOB

0005 Fixed Price Labor-Hour inclusive of all personnel and program management/oversight to execute the terms of task order. FP LH arrangements may include materials, ODCs, travel and DBA on a cost reimbursable (no fee) basis. FOB: Destination 0006 Material All materials to execute the terms of the task order. Cost (no fee) FOB: Destination 1

Hours

LOT

0007 ODCs All ODCs to execute the terms of the task order. Cost (no fee) FOB: Destination

LOT

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0008 Travel All travel to execute the term of the task order. Cost (no fee) FOB: Destination

LOT

0009 DBA All DBA to execute the term of the task order. Cost (no fee) FOB: Destination 9000 CDRLS

LOT

LOT

Contract Data Requirements List (CDRLs) Data to be delivered under this contract shall be cited in the Contract Data Requirements List (CDRL), DD Form 1423, Exhibit A, incorporated herein and attached as set forth in Section J hereof. NOT SEPARATELY PRICED (NSP) FOB: Destination 9001 MANPOWER REPORTING Contract manpower reporting requirement as provided in Section H clause entitled, "Accounting for Contract Services/Contractor Manpower Reporting." NOT SEPARATELY PRICED (NSP) FOB: Destination

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Section C Scope of Work C.1 SCOPE OF WORK The Scope of Work entitled DoD Counter Narco-Terrorism Program Office (CNTPO) Training Services Support MAIDIQ sets forth the nature of requirements that may be satisfied by this MAIDIQ. The SOW is set forth as Section J Attachment 1.

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Section D - Packaging and Marking D.1 PACKING COMMERCIAL FOR DOMESTIC AND OVERSEAS SHIPMENT Preservation, packaging and packing of all deliverable items shall conform to normal commercial packing standards to ensure safe delivery at destination. Material shall be packed for shipment in such a manner that will ensure acceptance by common carriers and safe delivery at destination. Containers and closures shall comply with the Interstate Commerce Commission regulations, Uniform Freight Classification rules, or regulations of other carriers as applicable to the mode of transportation. D.2 MARKING OF SHIPMENTS The contractor shall mark all shipments under this contract in accordance with standard commercial practices in effect on the date of shipment and/or as stated in the terms of each task order. The contract and task order number shall be placed on or adjacent to all exterior mailing or shipping labels of deliverable items called for by each TO.

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Section E - Inspection and Acceptance E.1 INSPECTION AND ACCEPTANCE The terms for inspection and acceptance will be presented in each TO, to include the point of inspection and acceptance, and the personnel that will be performing inspection and acceptance for the Government. For services type task orders, the key performance indicators will be incorporated in the Performance Requirements Summary (PRS) included as Attachment 1 to the TO Performance Work Statement (PWS). E.2 CLAUSES INCORPORATED BY REFERENCE 52.246-2 52.246-3 52.246-4 52.246-5 52.246-6 52.246-7 52.246-8 52.246-12 52.246-14 52.246-15 52.246-16 252.232-7003 252.246-7000 Inspection Of Supplies--Fixed Price Inspection Of Supplies Cost-Reimbursement Inspection Of Services--Fixed Price Inspection Of Services Cost-Reimbursement Inspection--Time-And-Material And Labor-Hour Inspection of Research and Development Fixed Price Inspection of Research and Development CostReimbursement Inspection of Construction Inspection of Transportation Certificate of Conformance Responsibility For Supplies Electronic Submission of Payment Requests and Receiving Reports Material Inspection And Receiving Report AUG 1996 MAY 2001 AUG 1996 APR 1984 MAY 2001 AUG 1996 MAY 2001 AUG 1996 APR 1984 APR 1984 APR 1984 MAR 2008 MAR 2008

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Section F - Deliveries or Performance F.1 DELIVERY INFORMATION The delivery terms, to include date/time of delivery and point of delivery will be set forth in each TO awarded. F.2 TERM OF CONTRACT The contract consists of a two-year base ordering period and three, one-year optional ordering periods, as follows: Period Base Ordering Period 1st Option Ordering Period 2nd Option Ordering Period 3rd Option Ordering Period Date/Term 29 May 2012 28 May 2014 (presumes award on 29 May 2012) 29 May 2014 28 May 2015 29 May 2015 28 May 2016 29 May 2016 28 May 2017

TOs may be issued from date of contract award through 60 months after contract award, unless FAR 52.217-8 is exercised, in which orders may be issued through 66 months after contract award. TOs awarded on or before 28 May 2017 shall be completed no later than 27 May 2018. See in this respect, Section I, FAR 52.216-18, Ordering. F.3 CLAUSES INCORPORATED BY REFERENCE 52.242-14 52.242-15 52.242-15 Alt I 52.242-17 52.247-1 52.247-34 52.247-35 52.247-55 Suspension of Work Stop-Work Order Stop-Work Order (Aug 1989) Alternate I Government Delay of Work Commercial Bill of Lading Notations F.O.B. Destination F.O.B. Destination, Within Consignee's Premises F.O.B. Point For Delivery Of Government-Furnished Property APR 1984 AUG 1989 APR 1984 APR 1984 FEB 2006 NOV 1991 APR 1984 JUN 2003

F.4 DELIVERY OF DATA a. All data shall be delivered in accordance with the terms of each TO. Unless otherwise specified in the TO, FAR 52.247-34 F.O.B. Destination shall apply to the delivery of data.

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b. Each TO will specify the deliverables and delivery requirements of the data to be furnished. c. The contractor shall furnish the Contracting Officer one copy of all transmittal letters provided with each deliverable identified in each TO. d. The extent of the Governments rights in data delivered under this contract shall be governed by the special provisions and contract clauses incorporated respectively in Section H and Section I of this contract. e. Acceptance by the Government of all items delivered hereunder shall be at destination, unless otherwise stated in the TO. f. Electronic media, including e-mail, shall be utilized to the maximum extent practical. The software and report formats utilized shall be as required by each TO.

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Section G - Contract Administration Data G.1 ACCOUNTING/APPROPRIATION DATA No funds shall be obligated at contract level. Funds shall be obligated by TOs issued under the contract. All accounting and appropriation data will be provided within Section G of each TO. The TO shall also set forth any TO unique payment terms and the paying office. G.2 INVOICING AND VOUCHERING a. Direct billing is not authorized under this contract. b. The contractor shall submit payment request electronically in accordance with DFARS 252.232-7003 utilizing Wide Area Work Flow (WAWF). The WAWF application allows DOD vendors to submit and track invoices and receipt/acceptance documents electronically. The contractor shall register with WAWF at https://wawf.eb.mil and ensure an electronic business point of contract (POC) is designated in the Central Contractor Registration site at http://www.ccr.gov within ten (10) days after award of this contract. Payments made under this contract shall be via Electronic Funds Transfer (EFT) and shall be based on the EFT information contained in the Central Contractor Registration (CCR) database. The contractor shall ensure that its EFT information in the CCR database remains current and correct. c. The Payment Office listed on the face of each DD1155/TO will make payment. Although the appropriate Payment Office will make payment, all invoices/vouchers shall first be submitted to the Contracting Officer's Representative (COR) and Contracting Officers Technical Monitor (COTM) as indicated in the TO, who will approve the voucher for payment. Once approval has been annotated on the invoice/voucher, the COR/COTM will provide the invoice or public voucher and corresponding DD Form 250, Material Inspection and Receiving Report to the contractor for uploading into WAWF. The CORs/COTMs certification of acceptance is an integral part of the invoice/voucher discussed in FAR 52.232-8, Discounts for Prompt Payment, included in Section I. d. Concurrent with the submission of the invoice to the COR/COTM, a copy shall be provided to the Contracting Officer, including all backup documentation. The contractor shall ensure that each payment request submitted in WAWF denotes that the Contracting Officer and Contract Specialist will receive a copy of the payment request notice. e. For final invoice submission, the contractor shall submit the final invoice to the Contracting Officer Representative for approval. The COR will provide to the contractor an email stating acceptance of the final invoice. The contractor shall attach the approval e-mail to the invoice in WAWF and forward to the Contracting Officer for approval. f. The public voucher shall be presented in accordance with the terms of the TO identifying the amount billed by CLIN/SLIN. The voucher shall identify the amount (by CLIN/SLIN) billed previously, billed on the current invoice, and total amount billed (inclusive of
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the current invoice). The voucher shall break out the amounts billed consistent with the accounting classifications set forth in each TO. The invoice/public voucher shall be presented in accordance with the terms of TO identifying the amount billed by CLIN and ACRN. The invoice/voucher shall identify the amount (by CLIN and ACRN) billed previously, billed on the current invoice/voucher, and total amount billed (inclusive of the current invoice). The invoice/voucher shall also depict the amount funded, creating an ascending billing/descending funding balance presentation.

g. Invoices/vouchers, for other than FFP orders, shall be accompanied by an invoice/voucher detail worksheet and supporting documentation that will be used by the Government: (1) to support an assessment that the prices billed do not exceed those maximum unit rates (hereafter referred to as CAP rates) set forth in Section J, Attachment 3 for labor, indirect add-ons and fee/profit and those rates included in the contractors accepted proposal; and, (2) to demonstrate that the invoices are consistent with the progress of performance under the task order and (3) to demonstrate the actual costs incurred. The following is the minimum information that shall be provided: A spreadsheet that effectively replicates information from the contractors proposal, as follows: o Labor: The labor categories proposed under the TO. A column indicating the rates per Attachment 3 for each labor category. A column indicating the rates presented in the proposal and agreed to by the Government for billing under the instant TO. The hours proposed by labor category. The hours billed by labor category. Identify any shifts in hours by labor category recall that the contractor may modify the skills mix and LOE of personnel during the performance of the TO; however, the contractor shall apprise the Government of such changes. o Materials: The materials proposed in the TO Bill of Material (BOM), the price proposed and the price invoiced. Identify any change in materials from those proposed and those invoiced. o ODCs: The ODCs proposed in the TO Bill of ODCs, the price proposed and the price invoiced. Identify any change in ODCs from those proposed and those invoiced. o Travel: The travel proposed in the task order, the price proposed and the price invoiced. o DBA: The DBA proposed in the TO, the price proposed and the price invoiced. All cost-reimbursement items shall be billed and paid in accordance with FAR 52.216-7, subject to the limitations of FAR 52.216-8, 52.216-11, 52.232-20, and 52.232-22 (as applicable). Indirect rates shall be billed and paid per the approved billing rates authorized by the firms cognizant ACO. It is understood that these rates may exceed the rates set forth in Section J, Attachment3 which presents a cost control challenge for the contractor. The invoice shall clearly indicate requests for reimbursement of indirect rates
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that differ from those set forth in its accepted proposal and shall indicate the basis for the rates. Change in fixed or incentive fee values will not be executed based upon changes in either direct or indirect rates from those set forth in the accepted proposal. Documentation to evidence of actual expenditures/payment such as individual daily job timecards, subcontractor/vendor invoices and payment receipts, travel and per diem receipts, or other substantiation specified by the Contracting Officer shall be maintained and readily available for audit purposes. The contractor shall provide such documentation within 7 days of request by the COR, Procuring Contracting Officer, Administrative Contracting Officer, or DCAA auditor.

h. Certificate of Performance: The contractor shall submit the following certificate of performance for each invoice/voucher seeking partial payment/reimbursement: CERTIFICATE OF PERFORMANCE Contractors Name Contract Number Task Order Number I certify that for the period from _______ to _________ the supplies or services claimed to have been provided under the above stated contract/task order number have been performed in accordance with the terms of the contract/task order, all other applicable requirements. I further certify that the supplies or services are of the quality specified and conform in all respects to the contract requirements. Date of Execution: _________________________ Signature: _______________________________ Title: __________________________________ i. Multiple pricing structures may be utilized for this contract or, if a task ordering contract, for individual task orders issued thereunder. In order to ensure the successful flow of WAWF documents, the type of payment request submitted shall be based on the following as applicable: Invoice and Receiving Report (COMBO): applicable to Firm-Fixed-Price (FFP) contracts/task orders that include the delivery of supplies/hardware. Invoice as 2-in-1: applicable to Labor Hour and FFP contracts/task orders for services only. Cost Voucher: applicable to Time and Material (T&M) and Cost-Reimbursement type contracts/task orders. Construction Invoice: applicable to contracts/task orders for construction.
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j. WAWF requires the following data for each payment request: (To be provided by the Government. Each awarded TO will identify this information)

CONTRACT/TASK ORDER DATA Contractor CAGE Code Issue by DODAAC Admin by DODAAC Inspect by DODAAC Accept by DODAAC Ship to DODAAC Payment by DODAAC TO BE COMPLETED AT TIME OF CONTRACT AWARD W9113M TO BE PROVIDED WITH EACH TO TO BE PROVIDED WITH EACH TO TO BE PROVIDED WITH EACH TO TO BE PROVIDED WITH EACH TO TO BE PROVIDED WITH EACH TO

k. Invoices shall be submitted no more frequently than twice per month. l. Questions concerning payments shall be directed to the Defense Finance and Accounting Service (DFAS). The appropriate DFAS office is indentified in the PAYMENT WILL BE MADE BY block on the contract award coversheet. Please have your contract and, if applicable, task order number ready when calling about payments. Payment and receipt information may be accessed using the DFAS web site MyInvoice. MyInvoice is a web-based application developed specifically for contractors/vendors and Government/ Military employees to obtain invoice status. It is an interactive web-based system, accessible 24/7. Users must allow pop-up messages within this system. Your contract and, if applicable, task order number or invoice number will be required to inquire about the status of your payment. For additional information, see the MyInvoice website at https://myinvoice.csd.disa.mil/ or visit http://www.dfas.mil/contractorpay/ electroniccommerce/myinvoice.html. m. Notice of Completion: Upon completion of a TO, and in compliance with all the terms and conditions of this contract, the contractor shall submit a Notice of Completion to the appropriate Task Order COR with a copy furnished to the Contracting Officer and Contract Specialist. The COR will be accorded thirty (30) days to review and identify any discrepancy in the Notice of Completion. After the thirty (30) day period, or upon concurrence by the COR (whichever occurs first), the contractor may bill for any balance due, to include any balance previously withheld. Payment of this "final" invoice does not preclude the action from any subsequent audit deemed by the Government to be necessary.

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n. Except for FFP contracts/task orders, the contractor and each assignee under an assignment entered into under this contract or, if applicable, an individual task order and in effect at the time of final payment on this contract or, if applicable, an individual task order issued under this contract, shall execute and deliver, at the time of and as a condition precedent to, any final payment thereunder, a release discharging the Government, its officers, agents, and employees, of and from all liabilities, obligations, and claims arising out of, or under, the specific contract/task order. These closing documents shall be submitted with the final payment request. o. The contractor shall submit final payment requests FFP and FFP-LH task orders within120 calendar days (or longer if approved in writing by the Contracting Officer) after task order completion. For Cost-Reimbursement type task orders, the contractor shall prepare a final payment request within 120 calendar days (or longer if approved in writing by the Contracting Officer) after settlement of the final annual indirect cost rates to reflect the settled amounts and rates for the performance period covered. The cognizant DCAA shall perform a final audit on the contractors final payment request to determine allowable costs. The Administrative Contracting Officer may utilize the cumulative allowable worksheets included with the DCAA incurred cost audit reports in lieu of requesting DCAA to perform the final closeout audit to determine the final costs on the cost reimbursable portions of the contract/task order. G.3 ELECTRONIC FUNDS TRANSFER Electronic funds transfer (EFT) payments are based on the EFT information contained in the Central Contractor Registration (CCR) database. The contractor shall ensure EFT information in the CCR database remains current and correct throughout the term of the contract. G.4 CONTRACT ADMINISTRATION Administration of this contract will be performed by the cognizant office as shown in Block 6 of the SF 26, as augmented by delegations executed at the task order level to the cognizant DCMA ACO. No changes, deviations, or waivers shall be effective without a modification of the contract executed by the Contracting Officer or his duly authorized representative authorizing such changes, deviations, or waivers. CONTRACTING ACTIVITY REPRESENTATIVES Contractual Matters Daryll L. Nottingham, Contracting Officer SMDC-RDC-A 256-955-5875 daryll.nottingham@us.ar my.mil
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NAME: ORGANIZATION CODE: TELEPHONE NUMBERS: COMMERCIAL: EMAIL:

Technical Matters Patrick Michael Strain, Program Director, CNTPO DoD CNTPO 540-653-2374 patrick.strain@navy.mil

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ALTERNATE CONTRACTING ACTIVITY REPRESENTATIVES Contractual Matters Patricia Ashley, Contracting Officer Technical Matters Charles R. Bogue II, Alternate, Contracting Officers Representative DoD CNTPO 540-653-2374 charles.bogue@navy. mil

NAME:

ORGANIZATION CODE: TELEPHONE NUMBERS: COMMERCIAL: EMAIL:

SMDC-RDC-AA 256-955-5872 patricia.ashley@smdc.army. mil

G.4 IDENTIFICATION OF CORRESPONDENCE All correspondence and data submitted by the contractor under this contract shall reference the applicable TORP number, contract number, applicable task order number (in that order of presentation). G.5 CLAUSES INCORPORATED BY REFERENCE 252.204-7006 252.232-7003 Billing Instructions Electronic Submission of Payment Requests and Receiving Reports OCT 2005 MAR 2008

G.6 CLAUSES INCLUDED IN FULL TEXT 52.232-32 PERFORMANCE-BASED PAYMENTS (AUG 2010) (This clause is included as authorized at the task order level. The performance based payment schedule will be negotiated with each awarded task order where performance based payments are authorized) (a) Amount of payments and limitations on payments. Subject to such other limitations and conditions as are specified in this contract and this clause, the amount of payments and limitations on payments shall be specified in the contract's description of the basis for payment. (b) Contractor request for performance-based payment. The Contractor may submit requests for payment of performance-based payments not more frequently than monthly, in a form and manner acceptable to the Contracting Officer. Unless otherwise authorized by the Contracting Officer, all performance-based payments in any period for which payment is being requested shall be included in a single request, appropriately itemized and totaled. The Contractor's request shall contain the information and certification detailed in paragraphs (l) and (m) of this clause.
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(c) Approval and payment of requests. (1) The Contractor shall not be entitled to payment of a request for performance-based payment prior to successful accomplishment of the event or performance criterion for which payment is requested. The Contracting Officer shall determine whether the event or performance criterion for which payment is requested has been successfully accomplished in accordance with the terms of the contract. The Contracting Officer may, at any time, require the Contractor to substantiate the successful performance of any event or performance criterion which has been or is represented as being payable. (2) A payment under this performance-based payment clause is a contract financing payment under the Prompt Payment clause of this contract and not subject to the interest penalty provisions of the Prompt Payment Act. The designated payment office will pay approved requests on 30th day after receipt of the request for performance-based payment by the designated payment office. However, the designated payment office is not required to provide payment if the Contracting Officer requires substantiation as provided in paragraph (c)(1) of this clause, or inquires into the status of an event or performance criterion, or into any of the conditions listed in paragraph (e) of this clause, or into the Contractor certification. The payment period will not begin until the Contracting Officer approves the request. (3) The approval by the Contracting Officer of a request for performance-based payment does not constitute an acceptance by the Government and does not excuse the Contractor from performance of obligations under this contract. (d) Liquidation of performance-based payments. (1) Performance-based finance amounts paid prior to payment for delivery of an item shall be liquidated by deducting a percentage or a designated dollar amount from the delivery payment. If the performance-based finance payments are on a delivery item basis, the liquidation amount for each such line item shall be the percent of that delivery item price that was previously paid under performance-based finance payments or the designated dollar amount. If the performance-based finance payments are on a whole contract basis, liquidation shall be by either predesignated liquidation amounts or a liquidation percentage. (2) If at any time the amount of payments under this contract exceeds any limitation in this contract, the Contractor shall repay to the Government the excess. Unless otherwise determined by the Contracting Officer, such excess shall be credited as a reduction in the unliquidated performance-based payment balance(s), after adjustment of invoice payments and balances for any retroactive price adjustments. (e) Reduction or suspension of performance-based payments. The Contracting Officer may reduce or suspend performance-based payments, liquidate performance-based payments by deduction from any payment under the contract, or take a combination of these actions after
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finding upon substantial evidence any of the following conditions: (1) The Contractor failed to comply with any material requirement of this contract (which includes paragraphs (h) and (i) of this clause). (2) Performance of this contract is endangered by the Contractor's -(i) Failure to make progress; or (ii) Unsatisfactory financial condition. (3) The Contractor is delinquent in payment of any subcontractor or supplier under this contract in the ordinary course of business. (f) Title. (1) Title to the property described in this paragraph (f) shall vest in the Government. Vestiture shall be immediately upon the date of the first performance-based payment under this contract, for property acquired or produced before that date. Otherwise, vestiture shall occur when the property is or should have been allocable or properly chargeable to this contract (2) "Property," as used in this clause, includes all of the following described items acquired or produced by the Contractor that are or should be allocable or properly chargeable to this contract under sound and generally accepted accounting principles and practices: (i) Parts, materials, inventories, and work in process; (ii) Special tooling and special test equipment to which the Government is to acquire title; (iii) Nondurable (i.e., noncapital) tools, jigs, dies, fixtures, molds, patterns, taps, gauges, test equipment and other similar manufacturing aids, title to which would not be obtained as special tooling under subparagraph (f)(2)(ii) of this clause; and (iv) Drawings and technical data, to the extent the Contractor or subcontractors are required to deliver them to the Government by other clauses of this contract. (3) Although title to property is in the Government under this clause, other applicable clauses of this contract (e.g., the termination or clauses) shall determine the handling and disposition of the property. (4) The Contractor may sell any scrap resulting from production under this contract, without requesting the Contracting Officer's approval, provided that any significant
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reduction in the value of the property to which the Government has title under this clause is reported in writing to the Contracting Officer. (5) In order to acquire for its own use or dispose of property to which title is vested in the Government under this clause, the Contractor shall obtain the Contracting Officer's advance approval of the action and the terms. If approved, the basis for payment (the events or performance criteria) to which the property is related shall be deemed to be not in compliance with the terms of the contract and not payable (if the property is part of or needed for performance), and the Contractor shall refund the related performance-based payments in accordance with paragraph (d) of this clause. (6) When the Contractor completes all of the obligations under this contract, including liquidation of all performance-based payments, title shall vest in the Contractor for all property (or the proceeds thereof) not -(i) Delivered to, and accepted by, the Government under this contract; or (ii) Incorporated in supplies delivered to, and accepted by, the Government under this contract and to which title is vested in the Government under this clause. (7) The terms of this contract concerning liability for Government-furnished property shall not apply to property to which the Government acquired title solely under this clause. (g) Risk of loss. Before delivery to and acceptance by the Government, the Contractor shall bear the risk of loss for property, the title to which vests in the Government under this clause, except to the extent the Government expressly assumes the risk. If any property is lost, stolen, damaged or destroyed, the basis of payment (the events or performance criteria) to which the property is related shall be deemed to be not in compliance with the terms of the contract and not payable (if the property is part of or needed for performance), and the Contractor shall refund the related performance-based payments in accordance with paragraph (d) of this clause. (h) Records and controls. The Contractor shall maintain records and controls adequate for administration of this clause. The Contractor shall have no entitlement to performance-based payments during any time the Contractor's records or controls are determined by the Contracting Officer to be inadequate for administration of this clause. (i) Reports and Government access. The Contractor shall promptly furnish reports, certificates, financial statements, and other pertinent information requested by the Contracting Officer for the administration of this clause and to determine that an event or other criterion prompting a financing payment has been successfully accomplished. The Contractor shall give the Government reasonable opportunity to examine and verify the Contractor's records and to examine and verify the Contractor's performance of this contract for administration of this clause.
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(j) Special terms regarding default. If this contract is terminated under the Default clause, (1) The Contractor shall, on demand, repay to the Government the amount of unliquidated performance-based payments, and (2) Title shall vest in the Contractor, on full liquidation of all performance-based payments, for all property for which the Government elects not to require delivery under the Default clause of this contract. The Government shall be liable for no payment except as provided by the Default clause. (k) Reservation of rights. (1) No payment or vesting of title under this clause shall -(i) Excuse the Contractor from performance of obligations under this contract; or (ii) Constitute a waiver of any of the rights or remedies of the parties under the contract. (2) The Government's rights and remedies under this clause -(i) Shall not be exclusive, but rather shall be in addition to any other rights and remedies provided by law or this contract; and (ii) Shall not be affected by delayed, partial, or omitted exercise of any right, remedy, power, or privilege, nor shall such exercise or any single exercise preclude or impair any further exercise under this clause or the exercise of any other right, power, or privilege of the Government. (l) Content of Contractor's request for performance-based payment. The Contractor's request for performance-based payment shall contain the following: (1) The name and address of the Contractor; (2) The date of the request for performance-based payment; (3) The contract number and/or other identifier of the contract or order under whichthe request is made; (4) Such information and documentation as is required by the contract's description of the basis for payment; and (5) A certification by a Contractor official authorized to bind the Contractor, as specified in paragraph (m) of this clause.
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(m) Content of Contractor's certification. As required in paragraph (l)(5) of this clause, the Contractor shall make the following certification in each request for performance-based payment: I certify to the best of my knowledge and belief that -(1) This request for performance-based payment is true and correct; this request (and attachments) has been prepared from the books and records of the Contractor, in accordance with the contract and the instructions of the Contracting Officer; (2) All payments to subcontractors and suppliers under this contract have been paid, or will be paid, currently, when due in the ordinary course of business; (3) There are no encumbrances against the property acquired or produced for, and allocated or properly chargeable to, the contract which would affect or impair the Government's title; (4) There has been no materially adverse change in the financial condition of the Contractor since the submission by the Contractor to the Government; and, (5) After the making of this requested performance-based payment, the amount of all payments for each deliverable item for which performance-based payments have been requested will not exceed any limitation in the contract, and the amount of all payments under the contract will not exceed any limitation in the contract. (End of Clause)

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Section H - Special Contract Requirements H.1 TASK ORDER ISSUANCE PROCEDURES a. All services to be performed under this contract will be set forth in individual task orders issued on DD Form 1155, Order for Supplies or Services. Fair opportunity will be provided, pursuant to Federal Acquisition Regulation Subpart 16.5, to all MAIDIQ contract holders. Task Orders shall typically be awarded after negotiations have been completed and both parties agree on the scope, terms and price for the task order. However, under urgent situations, undefinitized task orders may be issued and will include directions regarding work, schedule and costs that may not be exceeded pending definitization of the order. If the Government determines it necessary to issue a task order on a unilateral, undefinitized basis, the contractor shall provide a not-to-exceed ceiling amount (estimated cost and fee) for insertion in paragraph (d) of the Contract Definitization clause (DFARS 252.217-7027) for such undefinitized task order. The contractor shall provide such not-to-exceed ceiling amount within three (3) calendar days of receipt of the Governments request. The Governments request for a not-to-exceed ceiling amount for an undefinitized task order shall include (i) a detailed description of the tasks to be performed; (ii) a description of all deliverable items, with an associated delivery date for each; (iii) the overall period of performance of the task order, unless such information has already been provided to the contractor via a government request for a task order proposal. b. All task orders are subject to the terms and conditions of the basic contract; additional terms and conditions may be applicable to individual task orders. In the event of a conflict between a task order and the basic contract, the basic contract will take precedence. c. Performance can only be authorized by issuance of a task order or modification thereto issued by the Contracting Officer. The contractor shall incur costs under this contract only in performance of task orders and modifications to orders issued by the Contracting Officer in advance. Any changes to project content, estimated cost, schedules, or deliverable items shall be documented by a task order, appropriately signed by the Contracting Officer. All task orders shall be issued in writing. The contractor is authorized to initiate task order performance immediately upon receipt of a task order signed by the Contracting Officer. d. Except for changes identified as such in writing and signed by the Contracting Officer, the contractor shall notify the Contracting Officer in writing, within twenty-four hours from the date that the contractor identifies any Government conduct (including actions, inactions, and written or oral communications) that the contractor regards as a change to the contract terms and conditions. e. The task order issued by the Contracting Officer will include, as a minimum: (i) a detailed description of the tasks/subtasks to be performed; (ii) all deliverable items; (iii) the period of performance; (iv) listing of any Government-furnished property to be provided/utilized; (v) delivery instructions; (vi) invoicing instructions, to include contract line item structure and (vii) points of contact, as applicable.
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f. The TO process commences with the Government issuing a Task Order Request for Proposal (TORP). Each TORP will consist of: Request proposal, which will include the task order type, unique terms and conditions, proposal submission requirements/instructions and evaluation criteria; Performance Work Statement, to include any related attachments and/or exhibits, that defines the required services, deliverables, and standards necessary to achieve the Governments desired outcomes; and, Service Contract Act / Davis Bacon Act Wage Determinations, when applicable.

g. The contractor shall submit to the Contracting Officer a Task Order Proposal (TOP) within ten (10) calendar days after receiving the TORP. The ten (10) calendar-day requirement may be increased or decreased by the Contracting Officer, as set forth in the TORP, based upon the complexity of the requirement. At a minimum, the TOP shall include the following; additional requirements may be levied at the TORP level: (i) Technical / Management Proposal Format, Submission Instructions and Minimum Content Requirements: The contractor shall provide a task order response that clearly demonstrates (1) an understanding of the requirements of the task order, (2) the contractors approach, considering the technical and management approaches necessary to satisfy the requirements of the task order, (3) the team presented to satisfy the task order, role of each team member and the basis for selection of the team, (4) lines of communications and authority, (5) the capability and capacity to satisfy the requirements of the task order, (6) the personnel skills required to satisfy the requirement and proposed approach and, (7) an understanding of the risks inherent in the execution of the task order and commensurate risk mitigation plan. The response shall be in sufficient detail for the Government to understand the proposed approach and permit the Government to readily assess the feasibility and viability of the proposed approach. When the approach is based upon assumptions, the Contractor shall clearly state the assumption and implications of the assumption, to include cost/price implications. Where Government Furnished Property is identified, the contractor shall acknowledge the need for use of such and shall provide a plan that demonstrates accountability, maintenance and safeguarding of such. The Government will issue performance-based TORPs. In a performance-based TORP, the Government will specify requirements in terms of performance objectives and the contractor will propose how to best satisfy those objectives. The Contractors proposal shall address metrics and clearly articulate how the contractor proposes to measure and evaluate performance and assess the quality of all performance, services, supplies/materials and deliverables. The contractor shall provide a basis of estimate (BOE), clearly presenting the contractors thought process for allocating labor, materials, supplies, equipment, ODCs, travel and all else
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necessary to execute the proposed approach to satisfy each PWS area. The BOE shall be segregated by each PWS area. The BOE shall, at a minimum: Provide the contractors rationale for selection of the proposed subcontractors and suppliers, as well as their role in the execution of the task order. Discuss allocation of personnel against each PWS area. When labor is shared across PWS areas, the contractor shall clearly discuss the labor sharing concept. Discuss the rationale for division/allocation of labor between prime and subcontractors; Present the contractors proposed phase-in plan, to include the ramping up of personnel to reach full operational capability, the provision of phase-in personnel solely to support the stand up of the task order, and discuss the ramp down of phase-in unique personnel to reach full operational capability. Discuss R&R and other leave to include the proposed backfill approach and the frequency of leave and the impact on full operational capability. Discuss the proposed QC approach and hours proposed for QC at the prime contractor and subcontractor level. The contractor shall provide a draft Task Order Quality Control Plan, depicting how TOQC will be executed. The name of the primary QC Manager shall be provided. Discuss the proposed management/task oversight approach and hours proposed for management at the prime and subcontractor level. Discuss dependencies (e.g., availability of Government provided material, equipment, services and/or information) and the impact of these dependencies. Provide the proposed approach to manage subcontractors and suppliers, clearly discussing the approach to manage both CONUS and OCONUS performance. The approach shall be clearly tied to the level of effort proposed, to include that proposed to be covered by PMO indirect rates. Discuss any assumptions made, the impact of the assumptions on the proposed solutions/approaches and the impact of the assumptions on price.

As stated below, the following specific information is required whether proposed by the prime contractor or any proposed subcontractor/supplier efforts. At a minimum, the contractor shall clearly present: Labor: o the labor categories proposed; shall map to Attachments 2 and 6 of the basic contract, or applicable Wage Determination, or as determined to be required on a limited basis to satisfy unique requirements of the task order o the rationale for selection of the labor categories proposed; o the level of effort proposed for each labor category; and, o the rationale for the level of effort for each labor category proposed. Materials:
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o the materials proposed (in the form of a Bill of Materials (BOM) listing each material item separately); o the rationale for each material item proposed; and, o if the materials proposed are based upon a construction pricing index/guide (e.g., RS Means), so state in this case, a detailed BOM is not required. ODCs: o the ODCs proposed (in the form of Bill of ODCs listing each ODC separately); and, o the rationale for each ODCs proposed. Travel: o the travel proposed by trip and number of travelers per trip for all task order periods of performance; and, o the rationale for the travel and rationale for the number of travelers. DBA: The contractor shall explain when DBA is applicable and how proposed (e.g., rate per labor hour proposed, lump sum for the task order, etc). All labor, materials and ODCs shall be presented, to include those proposed to be provided by suppliers. LUMP SUM VALUES or inferences to subcontractor/supplier effort without details is NOT ACCEPTABLE. For support proposed that is covered under the offerors Program Management Organization (PMO) indirect rate, the contractor shall clearly discuss the effort proposed that is included in the PMO (e.g., labor, travel, DBA insurance, etc) for each individual covered by the PMO rate. Cursory responses are not acceptable. The contractors response should track back to the proposal/final revised proposal accepted by the Government that resulted in the award of this contract. In the event the TORP includes optional items that may be awarded at time of task order award, or at a later date as depicted in the TORP, the contractor shall discuss the benefits/impacts of ordering at time of award or a later date.

(ii) Price Proposal Format, Submission Instructions and Minimum Content Requirements. The pricing proposal shall include a basis of estimate (BOE) and basis of price (BOP) and other supporting information to permit a full understanding of the price proposal. Clearly mark the basis of estimate and basis of price areas of the price proposal. Failure to provide the required level of detail may cause the proposal to be rejected. The price proposal shall include a narrative discussion of price, addressing the BOE/BOP requirements provided below, in addition to spreadsheets that discuss the price build-up, bill of materials detail, ODC detail and travel detail. Price proposals submitted solely as spreadsheets
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without narrative BOE/BOP will be rejected without evaluation. Narratives that provide no details or are cursory in terms of the explanations provided will be rejected without evaluation. BOE: The BOE shall clearly discuss how the information provided in the BOE included in the technical/management proposal was priced. Traceability between the technical/management proposal and price proposal shall be clearly presented. The pricing BOE shall reflect the BOE information included in the technical/management volume. The contractor shall clearly discuss each assumption included in the response to this TORP and the impact of the assumption on the price proposed. Areas of uncertainty/risk shall be clearly discussed. Discuss how the risk affected the basis of estimate. The proposal shall segregate price by major PWS sections, clearly demonstrating an understanding of the effort/materials necessary to satisfy each major PWS section. A major PWS section is defined as a two numbered section (e.g., 3.2), or major functional area. All labor shall be proposed utilizing the labor categories set forth in Attachments 2 and 3 of the basic contract, or applicable wage determination. Labor categories proposed that are not included in Attachments 2 and 3 of the basic contract, or applicable wage determination shall be approved by the Contracting Officer for limited use on the instant task order shall be priced as an ODC as OTHER LABOR and shall include only those labor categories not included in Attachment 2 and 3 of the basic contract. Rationale to support such approval shall be provided with the TOP. The offeror shall clearly present information regarding subcontractors and suppliers, to include their basis of their estimate. The BOE shall detail how the subcontractor and supplier prices were developed. Copies of supplier quotes shall be provided and shall not include any obliterated information. The offeror shall include a bill of materials/bill of ODCs and shall discuss the basis for proposing the materials/ODCs. When materials/ODCs are proposed in lieu of or in augmentation of GFP/E identified in the TORP, the contractor shall discuss the basis for proposing. Travel shall include a basis of estimate for each element of travel. When travel is proposed in excess of the JTR, or includes air fare that is other than non-refundable, advanced purchase tickets or other than coach class, an explanation shall be provided, to include discussion of impact to the task order execution. DBA shall include the basis of estimate. In the event the TORP includes optional items that may be awarded at time of task order award, or at a later date as depicted in the TORP, the contractor shall discuss the benefits/impacts of ordering at time of award or a later date. The BOE shall discuss the offerors assumptions in terms of presenting the optional items.

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BOP: The BOP shall clearly discuss how the information provided in the BOE included in the technical/management proposal was priced. Traceability between the technical/management proposal and price proposal shall be clearly presented. The BOP shall provide clear traceability to the BOE, to Attachments 2 and 3 of the basic contract, to the applicable wage determinations, and to the task order pricing instructions provided below. The contractor shall clearly discuss each assumption included in the response to this TORP and the impact of the assumption on the price proposed. Areas of uncertainty/risk shall be clearly discussed. Discuss how the risk affected the basis of price. In the event the TORP includes optional items that may be awarded at time of task order award, or at a later date as depicted in the TORP, the contractor shall discuss the benefits/impacts of ordering at time of award or a later date. The BOP shall discuss the offerors price in terms of presenting the optional items. Any discounts for award of the optional items at the time of task order award, or costs for awarding at a later date shall be clearly discussed and presented. The price proposed shall demonstrate the prime Contractors review and determination of fair and reasonable price from any subcontractor or supplier. The contractor shall include an analysis by the prime contractor demonstrating (1) compliance with the terms of the basic contract AND (2) of the reasonableness of the price proposed. For example, reasonableness of price should include a market survey demonstrating that the rates proposed are reasonable when compared to market peer rates. Cursory responses are not acceptable. o This analysis shall be clearly presented and may include tables of information to support narrative discussions. For example, with regard to materials, the contractor may present the comparative analysis of all material quotes received/researched by discussing first the source information used to conduct the analysis (e.g., GSA Schedule, industry websites, catalogs, past purchases, etc.) and the rationale for the material/supplier selected, followed by a table that compares the information, followed by the conclusion reached. o When selection is based upon other than low price, the rationale for the selection shall be included in the narrative discussion. o Lump sum pricing without details will be rejected. Subcontractor pricing shall be in the same level of detail as the prime contractor. Supplier pricing shall provide complete transparency of price buildup for labor, materials, equipment, supplies, ODCs, Defense Base Act insurance and travel. Copies of supplier quotes shall be provided for materials/ODCs with a unit price of $2,500 or greater, and shall not include any obliterated (whited out or hidden) information. Materials with unit prices of $2,500 shall be itemized in the BOM. Incidental materials may be included in a lump sum value with an explanation of the materials that are included in the lump sum price (e.g., construction materials including nails, lumber, bolts, cabling/wiring, etc) and the basis of estimate for such.
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Pricing based upon construction pricing index/guide (e.g., RS Means) should be clearly disclosed. In this case, a BOM is not required. Pricing based upon a wage determination shall provide clear traceability to the wage determination, clearly demonstrating that the minimum wages and allowances set forth in the wage determination are satisfied. Escalation shall not be proposed on Service Contract Act wage determinations. Escalation for wages based upon Davis Bacon Act wage determinations shall be clearly identified. All equipment, materials and supplies shall be new, unless authorized by the Contracting Officer to be used or reconditioned (see FAR 52.211-5). If other than new items are proposed and priced, the rationale for including such shall be provided. The difference in price between new and used/reconditioned equipment shall be presented. The pricing proposal shall discuss licenses/fees and pricing of licenses/fees. The pricing proposal shall discuss the assertion of rights to technical data, software and material and the cost thereto. The pricing proposal shall be priced as FOB Destination, unless otherwise authorized in the task order. The price proposal shall clearly demonstrate the pricing of export/import fees, to include use of expeditors, customs fees, tariffs, etc. The pricing proposal shall discuss prices proposed as they relate to any data rights. When DBA insurance is required, the contractor shall clearly demonstrate that costs are included in the proposed price. If DBA is included in the OCONUS labor rates, the contractor shall so certify with each proposal submitted.

h. Materials: If materials are proposed, provide a consolidated priced Bill of Material (BOM) by vendor/supplier. Include vendor name, item number/name, vendor/supplier quote number/reference, quantity, unit price, extended amount and terms/conditions of the quote. All quotes will be construed as based upon FOB Destination unless clearly identified as otherwise. Clearly identify the material as new, used or reconditioned. For supplies, material and equipment, provide competitive quotes from at least three offerors and provide an explanation for the chosen price (e.g. lowest cost technically acceptable, cost/technical tradeoff with explanation, etc.) The Government does not intend to pay for general purpose equipment and facilities in this contract that should otherwise be provided by the contractor. The only two allowable types of material fall in either the Special Test Equipment (STE) or the Material category. Definitions of General Purpose Facilities and Equipment, STE and material follow:

(i.) General Purpose Facilities and Equipment: General purpose facilities, equipment and supplies that the contractor may require to perform the contract, such as general office equipment and office supplies, office space, copiers, office computers, etc. FAR 45.102 states that Contractors are ordinarily required to furnish all property necessary to perform Government contracts. Hence, these items are not authorized for contractor purchase as direct
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charge expenses. The sole exceptions are when (1) the TORP requires the contractor to provide a facility for the purposes of task execution, or (2) when the TORP specifically authorizes the purchase of equipment for use in remote locations. (ii.) Special Test Equipment (STE): Either single or multipurpose integrated test units engineered, designed, fabricated, or modified to accomplish special purpose testing in performing a contract. STE consists of items or assemblies of equipment including standard or general purpose items interconnected and interdependent so as to become a new functional entity for special testing purposes. (iii.) Material: Property that may be incorporated into or attached to a deliverable end item or that may be consumed or expended in performing a contract. If material is proposed that appears to be facilities cost (e.g. computers and peripherals), justify proposal of that cost. If proposed material is to be utilized as STE, indicate same and explain its use. j. ODCs: The contractor shall clearly detail the basis for ODCs proposed, to include supporting detail for the price for each ODC items. Provide a consolidated priced Bill of Material (BOM) for ODCs by vendor/supplier. Include vendor name, item number/name or service to be provided (provide clear definition of the service), vendor/supplier quote number/reference, quantity, unit price, extended amount and terms/conditions of the quote. All quotes will be construed as based upon FOB Destination unless clearly identified as otherwise. Note that all labor, including subcontractor or supplier labor shall be proposed as labor unless one of the conditions set forth in section H.2 are realized. For computer cost provide computer services being provided, the number of computer hours (and the basis for those hours) and the rate per computer hour. For consultants, provide the agreement along with the number of hours and proposed rate per hour. For services, provide competitive quotes from at least three offerors and provide an explanation for the chosen price (e.g. lowest cost technically acceptable, cost/technical tradeoff with explanation, etc.) The Government will not reimburse relocation costs of any contractor employee at the start of nor during performance of this contract or any task order awarded there under. The contractor shall have sufficient staff to perform the requirement to meet cost, schedule, and acceptable quality level. Meetings, briefings, etc, conducted by firms are considered to be part of normal day-to-day business functions and are considered to be the indirect costs of doing business. Meeting facilities are not authorized for reimbursement unless specifically required as part of the TORP/TO.

k. Travel: The contractor shall clearly detail the basis for travel proposed. Provide a table of travel, to include providing the number of trips, persons and days per trip, as well as per diem and car rental per day and airfare per trip.
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All expenses shall be itemized. Provide your basis of estimate to include purpose of trip, persons, days, trips and destination. Identify the source of proposed pricing (e.g., fare pricing included on carriers website, GSA rates for per diem and travel, etc). When the travel is for R&R, the travel shall track to the technical proposal and be clearly identify the frequency of R&R. R&R bonus/payment in lieu of travel reimbursement shall be clearly identified. l. DBA: The contractor shall identify whether DBA insurance is included in the loaded labor rates, or priced separately as a DBA expense. When priced separately, the contractor shall identify the basis for DBA and shall demonstrate that ALL OCONUS employees are covered by DBA insurance. (iii) Past Experience Proposal Format, Submission Instructions and Minimum Content Requirements (when requested in the TORP). The contractor shall provide recent and relevant past experience under federal contractsthat the contractor determines beneficial in successfully executing the proposed approach to satisfy the requirements of the task order. Three years is the standard for recent past experience unless otherwise identified in the TORP. Relevant means similar to the nature, complexity and value of the requirements identified in the TORP. Past experience may be submitted for experience of the prime contractor or subcontractor(s), but should be relevant to the roles designated for the stated team members. (iv). Past Performance Proposal Format, Submission Instructions and Minimum Content Requirements (when requested in the TORP). Once records of past performance under the MAIDIQ have accumulated, the contractor may be required to submit performance executed under the CNTPO MAIDIQ that the contractor determines beneficial in successfully executing the proposed approach to satisfy the requirements of the task order. m. Performance-based concepts will be utilized to the maximum extent practicable. Each task order will define the required services, material and equipment, deliverables and standards that will be employed to achieve and ensure the Governments desired outcomes are reached. n. The contractor shall submit all TOPs electronically (by email) to the Contract Specialist and COR/COTM designated in the TORP for each TO. p. Uncompensated overtime, overtime and temporary labor shall be fully disclosed in all proposal submissions in response to request for proposals as use of this type of labor may have a direct impact on the technical approach proposed. Temporary labor shall be used at a minimum to support tasking. Minimum usage for temporary labor is considered six (6) months or less. The Government looks favorably upon other means of suitable employment for supporting long-term tasking such as subcontracting and consulting agreements. Uncompensated Overtime and Overtime requires written approval from the Contracting Officer prior to incurring cost associated with hours worked in excess of the accepted price proposal for overtime. Failure to obtain advanced written approval shall result in costs/charges being deemed unallowable and
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rejection of invoices. Costs submitted, as either compensated or uncompensated overtime, must be identified as such in the Cost/Price proposal and on submitted invoices. q. The contractor shall not exceed the total hours, firm fixed price ceiling price, or funding provided at the CLIN/SLIN level specified in each TO without the written approval of the Contracting Officer. r. The Government recognizes that the execution of task orders may require adjustment of the labor skills mix proposed and accepted by the Government in a given task order. The Contractor may vary the labor utilized under the task order to achieve the greatest benefit to Government. Adjustments may be made by the contractor in so much that the adjustments do not substantially alter the objectives, scope, schedule or price of the TO and required TO outcomes. Any changes to task content, total hours, ceiling price or firm fixed price, schedules, and deliverables shall be documented by a modification to the TO. The contractor shall notify the COR and Contracting Officer when variations in labor usage are required. The COR and Contracting Officer shall acknowledge each event individually. Labor categories may not vary from those specified in the TO (meaning no new labor categories may be employed under the task order) unless authorized in writing by the Contracting Officer. Firm fixed priced task orders are exempt from this provision. s. At no time 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. The Government will not be obligated to reimburse the contractor for work performed, items delivered, or any costs incurred, nor shall the contractor be obligated to perform, deliver, or otherwise incur costs except as authorized by duly executed TOs and modifications to TOs. t. Should the contractor decide not to submit an offer on a TORP, a no offer email shall be provided to the Contracting Officer within the ten (10) calendar days after issuance of the TORP. The contractor shall convey the reason for not submitting an offer on the TORP. u. All costs associated with proposal preparation, presentation, submission and negotiation in response to any task request or task order shall be at the contractors expense and will not be allowable as a direct charge. v. FFP, FPIF, CPFF and CPIF TOs will be issued at a total price. w. Fixed-Price labor hour arrangements with cost reimbursable materials, ODCs, travel and DBA (i) an estimated number of hours from specific labor categories, (ii) maximum rates per labor hour; (iii) an estimated cost for materials, ODCs, travel, and DBA insurance, inclusive of the associated fixed indirect rates specified in Attachment 3.

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H2. TASK ORDER PRICING a. This MAIDIQ provides for multiple pricing arrangements available for use in pricing individual task orders. The type of task order will be determined based upon the nature of the requirement. Anticipated contract types include, but are not limited to: Firm, Fixed Price (FFP) Fixed Price Incentive Fee (FPIF) Fixed Price/Labor Hour (FP/LH) with Cost Reimbursable (no fee) Materials and Other Direct Costs, Travel and DBA Insurance Cost-Plus-Fixed-Fee (CPFF) Cost-Plus-Incentive-Fee (CPIF)

b. Task orders shall be priced based upon the information set forth in Attachment 3, Pricing Matrices regardless of task order type. The information contained in this Attachment sets forth the maximum rates (labor rates, indirect rates, profit rates and fee rates) that shall be used for pricing purposes. Discounts to these maximum rates (hereafter referred to as CAP rates) set forth in Attachment 3 may be proposed to reflect (i) the contractors proposed competitive position, (2) the contractors proposed approach, and/or (iii) the nature of the task order requirements. For LH task orders, the submitted loaded labor rates shall be the maximum rates that may be billed. For CPFF and CPIF task orders, the rates proposed shall be in accordance with Attachment 3 and will be used to establish the maximum cost and fee for the task order. The contractor shall bill actual rates/factors, in accordance with DCAA approved billing rates/factors. c. Labor: All labor (to include prime contractor, subcontractor and supplier labor) shall be priced under the labor section of the TOP. The only exception is when a labor category is proposed that is not included in Attachments 2 and 3. When this occurs, the contractor shall provide an explanation of why the proposed labor does not fit within one of the existing labor categories and shall price the labor as an ODC, OTHER LABOR. Labor of Third Country Nationals (TCNs) and Local Nationals (LN) shall be included in the labor categories/labor rates of Attachments 2 and 3. (i.) For all contract types, the contractor shall formulate the labor portion of the proposal utilizing the labor rates categories and rates set forth in Attachments 2 and 3 of the basic contract. The rates set forth in Attachment 3 are the maximum rates that may be proposed (and for fixed priced orders paid) and are inclusive of all direct and indirect expenses. The pricing worksheets provided as part of the price proposal shall include a column that presents the rates and factors set forth in Attachment 3, as well as the rates proposed for the instant task order. (ii.) In the event that labor categories required to execute the contractors proposed approach are not included in Attachments 2 and 3 (e.g., those included in the wage determination), the contractor may propose the labor as ODC, OTHER LABOR and clearly articulate why the proposed labor cannot be satisfied through the labor categories set forth in Attachments 2 and 3 or applicable wage determination. An example may be labor that is
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required from a source other than those team members used to develop the rates set forth in Attachment 3. For ODC, OTHER LABOR, the contractor shall provide competitive quotes from at least three firms that are determined by the prime contractor to be capable of and have the capacity to successfully perform the requirements of the task order. In the event that three firms are not found to be capable/not have the capacity to perform the proposed effort, the contractor shall clearly discuss its efforts to locate at least three firms and discuss any unique aspects of the task order requirements that may prohibit the attainment of three quotes. In the case of a directed source, the contractor shall state that the labor is of the directed source. For ODC, OTHER LABOR, the contractor shall apply indirect rates no greater than the fixed indirect rates set forth in Attachment 3. For ODC OTHER LABOR, the contractor shall apply a profit/fee rate of no more than 5%, or the rate set forth in Attachment 3, whichever is lower. (iii.) Service Contract Act/Davis Bacon Act Labor Rates: Labor rates and fringe benefits mandated by applicable Service Contract Act/Davis Bacon Act wage determinations shall be proposed in accordance with those Acts. The labor proposed for categories subject to the Service Contract Act/Davis Bacon Act shall be presented to clearly demonstrate compliance with the wage determination provided with the applicable task order. The applicable wage determination(s) will be incorporated into the Task Order. See Federal Acquisition Regulation Subpart 22.4 and 22.10 and applicable clauses and provisions for task orders with wage determinations. The contractor may include indirect rates and profit rates set forth in Attachment 3 to the rates set forth in the wage determination. (iv.) OCONUS LABOR RATES: Attachment 3 sets for the CAP rates for the contemplated OCONUS performance sites. In the event performance is required in a country other than those listed in Attachment 3, the contractor shall employ the OCONUS Country Not Specified rates set forth in Attachment 3 and shall depict the adders, including those authorized by the DSSR to those rates as ODCs. The ODC indirect rates and profit/fee rates shall apply to these additional labor costs. The pricing methodology and process for pricing OCONUS Country Not Specified rates shall be the same as those employed when developing the rates set forth in Attachment 3. (v.) FOREIGN SERVICE PREMIUMS (FSP): Foreign service premiums shall be included as part of the rate build-up for the countries set forth in Attachment 3. These rates shall be in accordance with the Department of State Standardized Regulations (DSSR). In the event performance is required in a country other than those listed in Attachment 3, the contractor shall propose the FSP portion of labor as an ODC (see above). d. Material and ODCs: Material and ODCs shall be provided as necessary and incidental to satisfy the requirements of the task order. ODCs shall, when applicable, include housing allowances priced as other direct expenses (e.g., lodging and per diem) or HOLA (Housing
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Overseas Living Allowance). Attachment 3 sets forth the maximum indirect and profit/fee rates that may be applied to materials and ODCs. e. Travel: Travel shall be conducted in accordance with FAR Part 31.205-46. Travel shall be priced in accordance with the estimates provided in the task order, or as instructed in the TORP. Attachment 3 sets forth the maximum indirect rates that may be applied to travel. Travel reimbursement is non-fee bearing. The contractor agrees, in the performance of necessary travel, to use the lowest cost mode commensurate with the requirements of the mission. When it is necessary to use air or rail travel, the contractor agrees to use coach, tourist class, or similar accommodations to the extent consistent with the successful and economical accomplishment of the mission for which the travel is being performed. Documentation must be provided to substantiate non-availability of coach or tourist class. When circumstances exist that indicate other than coach or tourist class is necessary, prior written approval of the Contracting Officer is required. Reimbursement for travel at above coach or tourist class will not be reimbursed without prior written approval. Reimbursement for travel, subsistence and lodging shall be paid to the contractor only to the extent that it is necessary for performance of TOs under this contract. Only per diem that does not exceed the maximum rates set forth in the following shall be considered to be reasonable: Federal travel regulations (in effect at the time of travel) prescribed by the General Services Administration for travel in the contiguous forty-eight (48) United States; Joint travel regulations (Volume 2, DoD Civilian Personnel, Appendix A) prescribed by DoD for travel in Alaska, Hawaii, the Commonwealth of Puerto Rico, and the territories and possessions of the United States; and, Standardized regulations (Government civilians, foreign areas), Section 925, Maximum Travel Per Diem Allowances in Foreign Areas, prescribed by Department of State (DoS), for travel in areas not covered in subparagraphs a.1 and a.2 above.

Only actual transportation fare (coach/tourist class), via the most direct routes between place of origin and destination will be considered as reasonable. Cost for delays enroute (excluding Government-caused delays, unavoidable airline schedule delays, and major acts of nature causing an unavoidable delay) are not reasonable. Per diem is reasonable only when paid at JTR/FTR rates,or lower. To the extent available, suitable Government quarters, messing and surface transportation facilities may be used. Rental cars shall be reimbursed up to economy size only when travel is conducted by a single person. Travel other than coach/tourist class and other than commercial airlines is not authorized, unless approved by the Contracting Officer in advance. Per diem shall be limited to payments to employees for authorized travel as described above and is not to exceed the amounts set forth in the JTR/FTR without advanced approval by the
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Contracting Officer. The contractor shall retain supporting documentation for per diem paid to employees as evidence of actual payments. Meetings between the Government and the contractor should be conducted in such a manner that is efficient, effective and cost effective. The Government will not entertain nor reimburse for any local travel costs (within 50 miles of the designated duty/meeting location, or travel within a 50-mile driving radius of the contractors home facility) to include parking and tolls, etc. related to local travel. Travel not required by the task order (e.g., travel at the convenience of the employee from their place of residence to the assigned duty location) is not authorized for reimbursement. This includes all subcontractors through all tiers, subject matter experts, consultants and temporary labor. This does not infer, directly or indirectly, that a contractor would change their internal policy as the Government does not have privity to a Contractors internal policies. Requests for exceptions may be granted by the Contracting Officer on a case-by-case basis. f. DBA: Defense Base Act insurance shall be provided for all contractor personnel performing in OCONUS locations; see FAR 52.228-3, Workers Compensation Insurance (Defense Base Act). Attachment 3 sets forth the maximum indirect rates that may be applied to DBA. DBA reimbursement is non-fee bearing. The DBA requires insurance on: Any employee working on a military base or reservation outside the U.S. Any employee engaged in U.S. government funded public works business outside the U.S. Any employee engaged in a public works or military contract with a foreign government which has been deemed necessary to U.S. National Security. Those employees that provide services funded by the U.S. government outside the realm of regular military issue or channels.

g. Indirect Rates: The contractor shall propose indirect rates at a rate no higher than the rates set forth in Attachment 3. For cost-type arrangements, the proposed rates shall be used to establish the cost and fee lines. Once awarded, actual rates shall be billed, subject to the Limitation of Funds and Limitation of Costs clauses of this contract.
h. Profit/Fee: Profit/fee may be proposed subject to the limitations set forth in FAR 15.404-4(c)(4)(i) and the accepted profit/fee rates set forth in Attachment 3 of this contract, whichever is lower. In no event shall the profit or fee rate on materials and ODCs exceed 5% of the price proposed for these expenses or the rate set forth in Attachment 3 whichever is lower. There is no profit/fee applicable to travel or DBA insurance. There is no profit/fee applicable to materials or ODCs when priced as part of a Fixed-Price Labor Hour arrangement where materials or ODCs are required.

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H.3 AUTHORIZATION TO MAKE CONTRACT CHANGES Changes to the scope, or changes within the scope of this contract affecting estimated cost and/or fee will be made only by execution of a contract modification by the Contracting Officer. The contractor shall ensure that all contractor personnel are knowledgeable of this provision. The contractor shall be responsible for changes to the scope, which are accepted and performed by the contractor without the written authorization from the Contracting Office. H.4 CHANGES TO RATES INCLUDED IN ATTACHMENT 3 The rates set forth in Attachment 3 represent the maximum rates that may be proposed, and in the case of fixed priced task orders, billed. At the end of the basic ordering period and the 2nd option period, a review of the rates will be conducted to determine whether adjustments are warranted. Adjustments will be permitted if (1) impacts on the industry at large can be substantiated (e.g., industry-wide shortage of a particular skill), or (2) impacts to the firm are identified that would result in lower rates (e.g., a larger business base from which to spread indirect costs). Adjustments attributable solely to escalation proposed by the contractor and included in Attachment 3 will not be entertained, unless an economic condition is present that affects the entire industry represented by the nature of this contract. H.5 EMPLOYEE COMPENSATION IN FOREIGN COUNTRIES Regarding differentials and allowance in compensation costs for contractor employees performing in foreign countries, the parties agree to the following: Portions, as specified below, of the Department of State Standardized Regulations (DSSR) shall be complied with for contractor (and, if applicable, subcontractor) employees performing in foreign countries. The DSSR can be accessed at www.state.gov/m/a/als/c1843.htm. When applicable, Post Hardship Differential, in accordance with DSSR Chapter 500, Danger Pay Allowance, in accordance with DSSR Chapter 650, and Post Allowance in accordance with DSSR Chapter 220, shall be added to the employees base labor category rate. The percentages of base pay to be applied shall be the then-current rates identified by the State Department for the specific foreign location where the employee is performing (see www.state.gov/rates/by_location.asp for rates, which are revised quarterly). Base pay scale is the same as for contractor employees performing in the same job in the United States. (Note that DSSR Section 521 a. specifies that an employee performing in a location qualifying for Danger Pay Allowance does not qualify for a Post Hardship Differential until the employee has served at such a location for a period of 42 consecutive days or more, at which time the Post Hardship Differential may be granted at the prescribed rate for the number of days served, beginning with the first day of detail). Note, for proposal purposes, assume that all employees are in-country (OCONUS) more than 42 days; therefore, all proposed employees will receive Post Hardship Differential Pay from day
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one, if Hardship Differential is applicable to that country. Per the DSSR, if Danger Pay is not involved, an employee(s) would not receive Hardship Differential Pay until day 42 of their OCONUS stay in that country. Reference DSSR Section 652 d. Hardship Differential rates will be adjusted to remove credit for political violence for those employees receiving Danger Pay, if so noticed in the DSSR Allowances Tables (e.g., see Bolivia Allowance Table rates). Employees will be eligible to receive Post-Hardship differential rates in addition to Danger Pay, if so noted in the DSSR Allowance Tables (e.g., see Afghanistan Allowance Table rates). H.6 OFF-RAMPS/ON-RAMPS It is the Governments intent to ensure (1) competitive proposals, (2) responsible and effective task order execution, and (3) responsible firms with the capability and capacity to satisfy the requirements of this contract throughout the life of the contract. In meeting this objective, the Government will employ off-ramps and on-ramps as described below: a. Off-Ramps: Off-ramps will be employed by virtue of the Government not exercising an optional ordering period. Any contractor whose optional ordering period is not exercised shall be ineligible to compete for future task order requirements under this contract, but shall continue performance of previously awarded task orders throughout their stated period of performance; however, any options identified in the task order, but not exercised, will not be exercised. The following includes the basis for exercising an off-ramp: When, as decided by the Small Business Administration, the firm is no longer eligible to perform under the 8(a) program; The firm fails to submit competitive proposals and participate in the fair opportunity process. o A noncompetitive proposal, for purposes of this special provision, is defined as a proposal that is cursory in nature, unrealistic, unreasonable and/or fails to meet the requirements of the task order. o Failure to participate in the fair opportunity process, for purposes of this special provision, means the contractor did not submit a competitive proposal in response to three or more TORPs within a twelve month period. o Failure to satisfy the requirements of FAR 52.219-14, Limitation on Subcontracting (when applicable). The firm demonstrates sustained poor performance or fails to satisfy the requirements of one or more task orders. The firm is debarred, suspended or otherwise ineligible to continue performance under the contract.

b. On-Ramps: The Government reserves the right to conduct on-ramps if it is determined to be in the best interest of the Government to maintain a viable CNTPO Program. On-ramps, if implemented, will be used to obtain additional contractors as off-ramps are
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implemented or as demands of the CNTPO program dictate (i.e., nature of requirements require capacity/capability beyond that of the initially awarded firms; to ensure competitive proposals are received, etc). On-ramps will be executed as separate competitions. H.7 CNTPO PROGRAM STATUS REVIEWS (PSR) a. The Government will conduct an assessment of the overall health of the CNTPO Program following the conclusion of the first 12 months of contract performance, then annually thereafter. This assessment will be based on the following criteria: (i.) Current and past task order performance, to include technical quality, management responsiveness, schedule adherence, and resource control (e.g., performance to budget, maintaining appropriate labor resources, etc.) considerations; (ii.) Competitiveness for task order requirements, to include TORP responsiveness (i.e., ratio of proposal submissions to TORPs issued), as well as proposal success rate (i.e., ratio of proposal submissions to task orders awarded); (iii.) Compliance with FAR 52.219-14, Limitation on Subcontracting; and, (iv.) Contribution to the success of the CNTPO Program. b. Assessment of the above criteria will be based on surveillance data collected by cognizant Contracting Officers Representatives (CORs)/Contracting Officers Technical Monitors (COTMs), Contracting Officer records, periodic contractor performance assessment reports (e.g., CPARS, PPIRs, etc.), and the contractors quarterly Program Status Review (PSR) data. Additional data may be considered at the discretion of the Contracting Officer. c. The results of the assessment described in paragraph a of this provision will be a consideration of the Government in making its decision to exercise off-ramps/on-ramps. H.8 TASK ORDER PROGRAM REVIEWS (PMR) a. TO PMRs will be held on a quarterly basis, as requested by the Contracting Officer. The contractors overall Program Manager for this contract shall present/brief the PMR data to the Government at a date, time, and place specified by the Contracting Officer. It is anticipated that the TO Project Director will presented each of their assigned TOs. The contractor shall be notified of the PMR schedule at least 14 days prior to the conduct of the review. b. The contractor shall prepare and submit PMR briefing charts to the Contracting Officer at least 7 days prior to the scheduled PSR. The briefing charts shall address all activity under the master IDIQ contract through the last day of the last month of each quarter period. The PMR charts shall include the following information and information required by templates that may be provided by the Government: (1) A listing of all task orders awarded to the contractor for the preceding quarter to include: (a) Task order number and date of issuance; (b) Customer organization;
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(c) (d) (e) (f) (g) (h)

Title of task order effort; Brief description of effort required by the Performance Work Statement (PWS) Total potential value of the task order ; Obligated value of task order; Task order contract type; Identification of the functional area requirement(s) required by the PWS and the approximate percentage of total task order effort expended in each function; (i) Location of performance; (j) Performance period of task order, including options; (2) Summary program data on all task orders awarded to the contractor for the preceding quarter to include: (a) Cumulative total potential value of all awarded task orders; cumulative total dollars obligated on all awarded task orders; and percentage of total obligations to total potential value; (b) The total number of task order TORPs for which the contractor was provided a fair opportunity, the number of proposals submitted in response thereto, the number which the contractor declined to participate, and a brief rationale for not participating; (c) Percentage of total task orders awarded by each contract type; (d) Percentage of total task orders awarded on other than performance-based performance work statements; (e) Percentage of the total cost of labor, cumulative for all task orders, allocated to the prime contractor and the percentage allocated to subcontractors; (f) Percentage of all task orders that are in an over-budget position; (g) Percentage of all task orders that are behind schedule; (h) Approximate percentage of the contractors total effort, inclusive of all awarded task orders, projected for each PWS functional area requirement; (i) Total number and percentage of the contractors workforce (prime contractor and major subcontractors) that meet the definition of Wounded Warrior; (j) Percentage of total awarded task orders requiring support of OCONUS operations; (3) Areas of concern or possible improvements at the program level or for individual task orders. H.9 CHANGES IN TEAM MEMBERS/SUBCONTRACTORS A partial basis for award of this MAIDIQ is the composition of the team members (companies) proposed. The contractor may not add any team members to the Contractors team without prior written authorization from the Contracting Officer to do so. When subcontractors are approved, their services shall be provided within the labor categories and at no more than the labor rates included in Section J, Attachment 3. The contractor shall advise the Contracting Officer of team member deletions as they occur.

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a. Permanent Team Member / Subcontractor: When a change in team members/subcontractors is determined by the prime contractor to be necessary, the prime contractor shall petition such with the Contracting Officer and shall provide the following minimum information: Rationale for the request; Presentation of price impact information; o Present the rates of the proposed subcontractor o Apply the same pricing methodology for inclusion of this new subcontractor to the build-up of rates presented in Attachment 3 as employed in the proposal that lead to the award of the basic contract Impact to the primes subcontracting participation plan/subcontracting plan; Review of EPLS and FAPPIS information and discussion of any derogatory information; and, Past performance review of the proposed subcontractor, to include reference checks and past experience information.

b. TO Unique Team Member / Subcontractor: When an additional team member/subcontractor is determined by the prime contractor to be necessary solely for performance of a single TO,the contractor shall present the rationale for inclusion of a new team member/subcontractor in the TORP. Pricing of the team member/subcontractor shall be solely within the rates set forth in Attachment 3 (see also pricing of labor categories not included in Attachments 2 and 3). H.10 SMALL BUSINESS PARTICIPATION/UTILIZATION a. Small Business Participation/Small Business Subcontracting Goal: The following table presents the minimum small business participation/small business subcontracting goals for this contract. All percentages shall be based upon the TOTAL CONTRACT VALUE as a baseline. For purposes of this shared ceiling MAIDIQ, the total contract value shall be construed as 1/7th of the MAIDIQ ceiling identified in Section A.

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SMALL BUSINESS CATEGORY Small Business Woman-Owned Small Business Small Disadvantaged Business (Including historically black colleges and universities/minority institutions) Service Disabled Veteran Owned Small Business Historically Underutilized Business Zone Small Businesses TOTAL SMALL BUSINESS GOAL b. Small Business Utilization:

GOAL 15% 3% 3%

3% 1% 15%

(i) The contractor shall notify the Contracting Officer, in writing, when the contractor fails to use a small business concern in contract performance that the contractor used in preparing its offer. (ii) Small business utilization shall be briefed as part of any program review executed under the resultant contract. H.11 SAVINGS CLAUSE - COST REDUCTIONS FOR REPETITIVE HIGH-DOLLAR VALUE REQUIREMENTS The Government is seeking Contractors to identify business improvement processes, innovations and cost savings initiatives to provide high quality services while achieving a reduction in the cost to the Government. For task orders for repetitive high-dollar value requirements (in excess of $10M) with a period of performance (inclusive of options) that extends beyond a 12 month period, the Contractor agrees to the maximum extent practicable to reduce the price for services performed under each subsequent year by at least 5% per year. H.12 EXCESSIVE PASS THROUGH COSTS The Government will review the pass through costs proposed and billed under each task order. Pass through costs that exceed 10%, inclusive of profit/fee, will automatically receive scrutiny; however, the Contracting Officer reserves the right to review all pass through costs and will determine those that are excessive. See FAR clause 52.215-23, Limitations on Pass-Through Charges. H.13 TASK ORDER OMBUDSMAN The Army Contracting Command-Redstone/U.S. Army Space and Missile Command/Army Forces Strategic Command task order ombudsman is:
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Mr. Tom Kallam Deputy Director, Contracting and Acquisition Management Center Army Contracting Command-Redstone/U..S. Army Missile and Space Command/Army Forces Strategic Command Von Braun Complex, ATTN: SMDC-RDC Redstone Arsenal, AL 35898 Ph: 256.955.5801 charles.kallam@us.army.mil H.14 CONTRACTOR ADVISORY AND ASSISTANCE SERVICES (CAAS) Some of the task areas in this contract include services that may fall within the definition of CAAS (see FAR 2.101 and DFARS 237.201). It is the responsibility of the requiring activity to provide the proper funds and the approvals identified in FAR 37.204, and AR 5-14. Task orders for CAAS shall not exceed 5 years, inclusive of options. H.15 KEY PERSONNEL a. The contractor's organization shall be established with authority to effectively accomplish the objectives of the task orders awarded. This organization shall become effective upon award of the contract and its integrity shall be maintained for the duration of the contract effort. b. Personnel occupying the labor categories listed in paragraph c below are considered to be critical to the successful performance of this contract. Additional key personnel may be identified at the task order level for purposes solely related to the performance of the instant task order. c. Key Personnel: Program Manager for the entire program Project Director for each awarded task order Quality Assurance Manager for the entire program

For purposes of this contract, there shall solely be one Program Manager for the entire program. Each TO shall have a Project Director. There shall not be other Program Managers or Project Directors designated on any task order awarded. d. Prior to replacing personnel in these position during contract performance, the contractor shall obtain the written consent of the Contracting Officer. In order to obtain such consent, the contractor shall provide advance notice of the proposed changes and shall demonstrate that the qualifications of the proposed substitute personnel are generally equivalent to or better than the qualifications of the personnel being replaced.

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H.16 CONTRACTOR WORKFORCE RESPONSIBILITY a. It is the contractor's responsibility to provide and maintain a trained workforce capable of providing the services specified in the task orders issued under this contract. All related training, continuing education, certification courses, and other such events for contractor personnel is the financial responsibility of the contractor and shall not be allowable as a direct charge to this contract or any task order issued hereunder unless so authorized by the Cognizant Contracting Officer within the parameters of this provision. The Contracting Officer may, on a case-by-case basis, authorize contractor personnel to attend training as a direct charge to a task order if the training meets all of the following conditions: The training is critical to meeting requirements that are specifically peculiar or unique to the task order; Such requirements were not included in or known at the time the task order was awarded; Sufficient funding is available on the task order to cover all costs of the training and any associated travel; and, Prior written approval to attend the specific training is received from the cognizant COR.

Contractor requests for training authorizations shall be submitted to the COR not less than fourteen (14) calendar days prior to the event. Such requests shall fully justify the need for the training. Final determination on the allowability of direct-charge contractor training is at the discretion of the COR. b. Contractor personnel shall not attend conferences, seminars, symposiums or other similar events as a direct charge to this contract or any task order issued there under unless specifically authorized and directed by the cognizant COR. Attendance at such events shall not be authorized or directed unless the attendance is in support of a specific task order and is for one or more of the following purposes: Attendance is required in order to gather information for the Government, analyze the information, and prepare a formal written report/recommendation to the Government relating to the information; The conference, seminar, symposium or other related event is unique to a specific technical discipline and the knowledge gained by attendance cannot be used by the contractor in any other business venture because no other company or Government agency requires such expertise; Attendance is required in order to present a paper on behalf of the Government and such is required in accordance with the task order requirements; or, Attendance is required in order to man a booth at a Government-sponsored conference/symposium and such is required in accordance with the task order requirements.

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c. It is the sole duty and responsibility of the contractor and/or subcontractor to ensure compliance with all required foreign disclosure and/or Technical Assistance Agreement (TAA) requirements, if applicable. In the absence of a TAA, the contractor has no authority to speak, present a paper, participate in conferences, or participate in discussions/meetings involving foreign entities outside the United States. H.17 CONTRACTOR STAFF TRAINING In performing TOs under this contract, the contractor shall use only fully trained, experienced, and technically proficient personnel. The contractor, at its expense, will perform training of contractor personnel except when the Contracting Officer has given prior approval for training to meet the requirements that are specifically peculiar to a particular task. Training at the Governments expense will not be authorized as a direct charge to the Government unless specifically authorized by the Contracting Officer. These requests will be sent to the Contracting Officer no less than fourteen (14) calendar days prior to the event. The following are examples of training that may be reimbursed: When the Government has given prior approval for training to meet special requirements that are peculiar to a particular task order. Limited training of Contractor employee(s) may be authorized when the Government determines it to be in the best interest of the Government.

The Government will not authorize training for contractor employees to attend seminars, symposia, or user group conferences, unless certified by the Contractor and the COR that attendance is mandatory for the performance of task order requirements. When training is authorized by the task order Contracting Officer in writing under the conditions set forth above, the Government will reimburse the Contractor for tuition, travel, and per diem, if required. Training at Government expense will not be authorized for replacement personnel nor for the purpose of keeping Contractor personnel abreast of advances in the state-of-the-art, or for training Contractor employees on equipment, computer languages, and computer operating systems that are available on the commercial market. H.18 INHERENTLY GOVERNMENTAL FUNCTIONS a. The Contractor shall ensure that its employees under this contract do not perform inherently governmental functions as described in OMB Circular No. A-76, Performance of Commercial Activities and as may be further defined by the Contracting Officer. In the event the Contractor is concerned that work requested of it violates OMB Circular A-76, it shall immediately inform the Contracting Officer. b. An inherently governmental function is a function that is so intimately related to the public interest as to mandate performance by Government employees. These functions include those activities that require either the exercise of discretion or the making of value judgments in making decisions for the Government.
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c. The services to be performed under this contract do not require the Contractor or its employees to exercise personal judgment and discretion on behalf of the Government, but rather the Contractor's employees will act and exercise personal judgment and discretion on behalf of the Contractor. d. The Contractor is not an agent or a representative of the Government and shall not assume these roles. While the Contractor may be required to visit other governmental agencies or Contractors to obtain information for the Government, such work shall be under the guidance of the Contracting Officers Representative (COR). e. No contractor employee will be directly supervised by the Government. All contractor employee assignments, and daily work direction, shall be given by the applicable contractor employee supervisor. If the Contractor believes any Government action or communication has been given that would create a personal services relationship between the Government and any contractor employee, the Contractor shall promptly notify the Contracting Officer of this communication or action. f. Contractor personnel under this contract shall not: be placed in a position where they are appointed or employed by a Federal Officer, or are under the supervision, direction, or evaluation of a Federal Officer, military or civilian; be placed in a staff or policy making position; be placed in a position of command, supervision, administration or control over DA military or civilian personnel, or personnel of other contractors, or become a part of the Government organization; be used for the purpose of avoiding manpower ceilings or other personnel rules and regulations of DA or other applicable Federal Agencies; or, be used in administration or supervision of military procurement activities.

g. No contractor employee shall hold him or herself out to be a Government employee, agent, or representative. No contractor employee shall state orally or in writing at any time that he or she is acting on behalf of the Government. In all communications with third parties in connection with this contract, contractor employees shall identify themselves as contractor employees and specify the name of the company for which they work. h. All contractor personnel attending meetings, answering Government telephones, and working in other situations where their contractor status is not obvious to third parties are required to identify themselves as such to avoid creating an impression in the minds of members of the public or Congress that they are Government officials, unless, in the judgment of the agency, no harm can come from failing to identify themselves. They must also ensure that all documents or reports produced by contractors are suitably marked as contractor products or that contractor participation is appropriately disclosed.
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i. The contractor shall (1) establish a training plan to ensure personnel understand and avoid the execution of IGF and (2) ensure that its employees under this contract do not perform inherently governmental functions as described in FAR 2.101 and 7.503. j. The Contractor shall establish and maintain an Inherently Governmental Training Program and shall ensure that all of its employees working on this contract are informed of the substance of this clause. k. The substance of this clause shall be included in all subcontracts. H.19 UTILIZATION OF NON US CITIZENS a. Prior approval to use non-U.S. citizens on this contract must be obtained from the USASMDC Contracting Officer and USASMDC Foreign Disclosure Officer (FDO). b. When requesting approval for a non-U.S. citizen to be granted access to the contract, the application shall include the individuals full name, date and place of birth, social security account number, and official status within the U.S. c. If approval is granted, U.S. Export Laws still apply and the contractor must obtain required export licenses. d. The contractor is not authorized to release any data to foreign nationals or foreign representatives without an approved export license. Subcontracting with foreign industry is not allowed under this contract. e. The contractor is not authorized to release information, orally, visually, or documentary to anyone not associated with this contract. H.20 SECURITY REQUIREMENTS a. The DD 254 and associated Security Classification Guides contain t he security requirements under this contract and are located at Attachments 4. b. This clause requires the contractor to comply with the provision of the Security Agreement (DD Form 441) and the National Industrial Security Program Operating Manual (NISPOM)(DoD 5220.22-M). c. The contractor is required to comply with US export laws, as defined in the Arms Export Control Act or the Export Administration Act and Executive Order 121470 and obtain any required export licenses, when the export of export controlled information, either Controlled Unclassified Information (CUI) or Classified Military Information (CMI), either orally, visually or documentary is anticipated. d. In accordance with restrictions required by Executive Order 12470, the Arms Export
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Control Act (Title 22, USC) (Sec 2778), the International Traffic in Arms Regulation (ITAR), or DoD Directive 5230.25, Withholding of Unclassified Technical Data from Public Disclosure, and AR 380-10; the contractor shall notify the Contracting Officer if Non-US Citizens are to be given access to any information under the contract. (see also Special Provision H-23, Utilization of Non US Citizens) e. The Contracting Officer is the only authority for approving information for public release. H.21 TOP SECRET PERIODIC REINVESTIGATION When Contractor personnel with TOP SECRET clearance are due for a Periodic Reinvestigation (PR), the Contractor shall monitor and determine if the individual currently has access to Sensitive Compartmented Information (SCI) or if eligibility for access to SCI is required to support the contract. The Contractors Facility Security Officer, or other authorized official, will ensure that Contractor personnel having access to or eligibility for access to SCI is submitted for a Periodic Reinvestigation meeting SCI standards. This will ensure that once the investigation is completed, the appropriate Central Adjudication Facility will also have the investigation adjudicated for continued eligibility for access to SCI. Failure to have the PR meet SCI standards will most likely result in the individual being denied continued access to SCI until a PR is re-investigated to appropriate standards. The Contractor will be required to provide an eligible replacement within 60 working days if required. H.22 CONTRACTOR EMPLOYEE OUT-PROCESSING Prior to the departure of on-site contractor employees, the Contractor shall inform via written correspondence, the Cognizant Contracting Officers Representative (COR). The COR will in turn provide the Contractors written notification to the Contracting Officer to be retained in the official contract file.

H.23 COOPERATIVE EDUCATION (CO-OP) AND INTERN PROGRAMS a. Definitions for this clause: Co-Op Program: a partnership among the student, educational institution, and employer, with specified responsibilities structured for each party by the educational institution. Intern Program: based on a company policy pertaining to the hiring and management of interns, the contractor presents a hands-on learning experience to qualified College/University candidates in a supportive, mentoring environment.

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b. Responsibilities: Under either a Co-Op Program or an Intern Program, the College/University teaches basic facts, theories, and principles while the employer provides the opportunity for a student to apply these facts, theories, and principles to practical work situations and problems. The contractor provides the student with assignments of increasing challenge and responsibility. The contractor evaluates the work of the student and discusses the results with him or her. The contractor is responsible for supervising the work of the student. c. Billing: The contractor is authorized to establish a Co-Op and/or Intern Program for performing work under this contract. The contractor is authorized to bill the government for CoOp and/or Interns based on class standing as follows: Freshmen Sophomore Junior Senior 50% of the applicable entry-level fixed-price labor rate 60% of the applicable entry-level fixed-price labor rate 70% of the applicable entry-level fixed-price labor rate 80% of the applicable entry-level fixed-price labor rate

Increases in the percentage billed to the Government are not authorized until enough course work is completed to move the student to the next class standing. d. Approval Process: Prior to hiring an Intern and/or Co-Op to perform work under a task order, the contractor shall obtain written concurrence from the Contracting Officer. The Contracting Officer will consider the level requested, and will also consider the overall mix of levels proposed to ensure a balanced approach to supporting this program. e. The contractor shall provide employment data for co-ops and interns in its quarterly Program Status Review (PSR) report as specified in provision H.7 above. H.24 WOUNDED WARRIOR PROGRAM a. The Government strongly endorses the ArmysWounded Warrior Program (and similar programs designed to support our wounded warriors) and encourages the prime contractor and all subcontractors to emphasize the employment of Americas wounded warriors in performance of this contract. A wounded warrior is defined as an individual that suffers from injuries or illnesses incurred in the line of duty after September 10, 2001, in support of Overseas Contingency Operations since 9/11, and have received or expect to receive an Army Physical Disability Evaluation System rating of 30% or greater in one or more specific categories: Blindness/Loss of Vision Deafness/Hearing Loss Fatal/Incurable Disease Loss of Limb Permanent Disfigurement Post Traumatic Stress Disorder Severe Burns Spinal Cord Injury/Paralysis Traumatic Brain Injury
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Any other condition requiring extensive hospitalizations or multiple surgeries or is an individual that has received an Army Physical Disability Evaluation System combined rating equal to or greater than 50% for any other combat or combat related conditions.

b. The contractor shall provide employment data for wounded warriors in its quarterly Program Status Review (PSR) report as specified in provision H.7 above. H.25 MANPOWER REPORTING The Office of the Assistant Secretary of the Army (Manpower & Reserve Affairs) operates and maintains a secure Army data collection site where the contractor will report ALL contractor manpower (including subcontractor manpower) required for performance of this contract. The contractor is required to completely fill in all the information in the format using the following web address: https://contractormanpower.army.pentagon.mil. The required information includes: (1) Contracting Office, Contracting Officer, Contracting Officers Technical Representative; (2) Contract number, including task order number; (3) Beginning and ending dates covered by reporting period; (4) Contractor name, address, phone number, e-mail address, identity of contractor employee entering data; (5) Estimated direct labor hours (including subcontractors); (6) Estimated direct labor dollars paid this reporting period (including subcontractors; (7) Total payments (including sub-contractors): (8) Predominant Federal Service Code (FSC) reflecting services provided by contractor (and separate predominant FSC for each sub-contractor if different); (9) Estimated data collection cost; (10) Organizational title associated with the Unit Identification Code (UIC) for the Army Requiring Activity (the Army Requiring Activity is responsible for providing the contractor with its UIC for the purposes of reporting this information); (11) Locations where contractor and sub-contractors perform the work (specified by zip code in the United States and nearest city, country, when in an overseas location, using standardized nomenclature provided on website); (12) Presence of deployment of contingency contract language; and (13) Number of contractor and sub-contractor employees deployed in theater this reporting period (by country). As part of its submission, the contractor will also provide the estimated total cost (if any) incurred to comply with this reporting requirement. Reporting period will be the period of performance not to exceed 12 months ending 30 September of each government fiscal year and must be reported by 31 October of each calendar year. Contractors may use a direct XML data transfer to the database server or fill in the fields on the website. The XML direct transfer is a format for transferring files from a contractors systems to the secure web site without the need for separate data entries for each required data element at the web site. The specific formats for the XML direct transfer may be downloaded from the web site. H.26 RESTRICTIONS AGAINST DISCLOSURES a. The Contractor agrees, in the performance of this contract, to keep the information furnished by the Government and designated by the Contracting Officer or Contracting Officers Representative in the strictest confidence. The Contractor also agrees not to publish or otherwise divulge such information in whole or in part, in any manner or form, nor to authorize or permit
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others to do so, taking such reasonable measures as are necessary to restrict access to such information while in the Contractors possession, to these employees needing such information to perform the work provided herein, i.e., on a need to know basis. The Contractor agrees to immediately notify the Contracting Officer in writing in the event that the Contractor determines or has reason to suspect breach of this requirement. b. The Contractor agrees that it will not disclose any information described in subsection A to any persons or individual unless prior written approval is obtained from the Contracting Officer. The Contractor agrees to insert the substance of this clause in any consultant agreement or subcontract hereunder. H.27 PUBLIC RELEASE OF INFORMATION: a. In accordance with DFARS 252.204-7000, Disclosure of Information the Contractor shall not release to anyone outside the Contractor's organization any unclassified information, regardless of medium (e.g., film, tape, document), pertaining to any part of this contract or any program related to this contract, unless (1) The Contracting Officer has given prior written approval; or, (2) The information is otherwise in the public domain before the date of release. b. Requests for approval shall identify the specific information to be released, the medium to be used, and the purpose for the release. The Contractor shall submit its request to the Contracting Officer and to the COR at least 45 days before the proposed date for release. All material to be cleared shall be sent by certified mail/return receipt requested or by email with receipt acknowledgement requested from a dot mil account (e.g. through Army Knowledge Online account) to: DoD Counter Narcoterrorism Technology Program Office ATTN: Patrick Strain 18372 Frontage Road, Suite 318 Dahlgren, Virginia 22448-5160 Army Contracting Command Redstone, U.S. Army Space and Missile Defense Command/Army Forces Strategic Command Contracting and Acquisition Management Office ATTN: Stefanie Polk/ACC-R/USASMDC/ARSTRAT CAMO P. O. Box 1500 Huntsville, AL 35807-3801 c. The COR shall acknowledge receipt of the request to both the requesting contractor and the cognizant Contracting Officer; shall process the request in accordance with SMDC Form 614-R; and shall furnish the resulting PAO release/non-release decision with any rationale to the
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Contracting Officer. The Contracting Officer shall provide a response to the Contractor within 45 days of receipt of the request. d. If there is no response from the COR within 30 days, the Contractor shall request assistance from the cognizant Contracting Officer. e. The Contractor agrees to include a similar requirement in each subcontract under this contract. Subcontractors shall submit requests for authorization to release through the prime contractor to the Contracting Officer and the COR. H.28 DISTRIBUTION CONTROL OF TECHNICAL INFORMATION: a. The following terms applicable to this clause are defined as follows: Technical Document: Any recorded information that conveys scientific and technical information or technical data. Scientific and Technical Information. Communicable knowledge or information resulting from or pertaining to conducting and managing a scientific or engineering research effort. Technical Data. Recorded information related to experimental, developmental, or engineering works that can be used to define an engineering or manufacturing process or to design, procure, produce, support, maintain, operate, repair, or overhaul material. The data may be graphic or pictorial delineations in media such as drawings or photographs, text in specifications or related performance or design type documents, or computer printouts. Examples of technical data include research and engineering data, engineering drawings, and associated lists, specifications, standards, process sheets, manuals, technical reports, catalog-item identifications, and related information and computer software documentation.

b. Except as may otherwise be set forth in the Contract Data Requirements List (CDRL), DD Form 1423, (i) the distribution of any technical document prepared under this contract, in any stage of development or completion, is prohibited without the approval of the Contracting Officer and (ii) all technical documents prepared under this contract shall initially be marked with the following distribution statement, warning, and destruction notice: DISTRIBUTION STATEMENT F - Further dissemination only as directed by SMDC-IO-P or higher DOD authority. WARNING - This document contains technical data whose export is restricted by the Arms Export Control Act (Title 22, U.S.C., Sec 2751 et seq.) or the Export Administration Act of 1979, as amended, Title 50, U.S.C., app 2401 et seq. Violation of these export laws are subject to severe criminal penalties. Disseminate in accordance with provisions of DOD Directive 5230.25. DESTRUCTION NOTICE - For classified documents, follow the procedures in DOD 5220.22-M, National Industrial Security Program Operating Manual (NISPOM), Chapter 5, Section 7, or DOD 5200.1-R, Information Security Program
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Regulation, Chapter IX. For unclassified, limited documents, destroy by any method that will prevent disclosure of contents or reconstruction of the document. c. As a part of the review of preliminary or working draft technical documents, the Government will determine if a distribution statement less restrictive than the statement specified above would provide adequate protection. If so, the Government's approval/comments will provide specific instructions on the distribution statement to be marked on the final technical documents before primary distribution. H.29 EXPORT CONTROL a. The technology involved is believed to be export controlled and the contractor is responsible for complying with all Export Control laws and regulations. This includes the disclosure or transfer of technical data to a foreign person (including employees) in the U.S.. For additional information, see http://www.pmdtc.org/index.htm; the Foreign National Employment Licensing Guidelines (http://www.pmdtc.org/docs/Foreign_National_Employment.doc); http://www.access.gpo.gov/bis/index.html; and the Guidelines for Preparing Export License Applications Involving Foreign Nationals (http://www.bxa.doc.gov/DeemedExports/foreignationals.pdf). b. The contractor shall furnish the Contracting Officer evidence of compliance with (or exemption from) the Foreign National Employment Licensing Guidelines or the Guidelines for Preparing Export License Applications Involving Foreign Nationals prior to any foreign national being given access to export controlled technology. H.30 UTILIZATION OF GOVERNMENT SOURCES OF SUPPLY Government sources of supply may be utilized for purchases necessary in the performance of this contract upon written approval of the Contracting Officers. See in this respect, FAR 52.251-1 and DFARS 252.251-7000. H.31 OVERTIME PREMIUMS The utilization of professional employees is envisioned under this contract, unless the labor is covered by the Service Contract Act or Davis Bacon Act. As such, the payment of overtime premiums are not anticipated under this contract. However, when overtime is required, any overtime will be paid at no greater than 1 the hourly wage rate. (See FAR 52.222-2) H.32 SECTION 508 COMPLIANCE STATEMENT All electronic and information technology (EIT) procured through Statement of Work/Bill of Materials and any resulting contract, task order, delivery order, or purchase order must meet the applicable accessibility standards at 36 CFR 1194, unless an agency exception to this requirement exists. 36 CFR 1194 implements Section 508 of the Rehabilitation Act of 1973, as amended, and is viewable at http://www.accessboard.gov/sec508/508standards.htm - Part 1194.
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H.33 INSURANCE SCHEDULE (IAW FAR 28.310(a)) In accordance with clause 52.228-7, "Insurance--Liability to Third Persons" incorporated in Section I herein, 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: a. Workmans Compensation and Employers Liability Insurance: Compliance with applicable workmens compensation and occupational disease statutes is required. Employers liability coverage in the minimum amount of $100,000 is required. b. General Liability Insurance: Bodily injury liability insurance, in the minimum limits of $500,000 per occurrence, is required on the comprehensive form of policy; however, property damage liability insurance is not required. c. Automobile Liability Insurance: This insurance is required on the comprehensive form of policy and shall provide bodily injury liability and property damage liability covering the operation of all automobiles used in connection with the performance of the contract. At least the minimum limits of $200,000 per person and $500,000 per occurrence for bodily injury and $20,000 per occurrence for property damage is required. H.34 GOVERNMENT PROPERTY The Government does not anticipate providing Government Furnished Equipment (GFE). However, in the event that GFE will be provided, the terms of the GFE will be specifically identified in the Task Order. Government Furnished Information (GFI) relevant to the tasks to be performed under this contract will be provided to the Contractor for use during the performance of the task as specified in the task orders (at the discretion of the Government) with specified delivery dates. These documents shall be returned to the Government upon conclusion of the task order. H.35 ORGANIZATIONAL CONFLICT OF INTEREST (OCI) a. Definitions: "Organizational Conflict of Interest" means that because of other activities or relationships with other persons, a person is unable or potentially unable to render impartial assistance or advice to the Government, or the person's objectivity in performing the contract work is or might be otherwise impaired, or a person has an unfair competitive advantage. "Person" as used herein includes Corporations, Partnerships, Joint Ventures, Teaming Arrangements, and other business enterprises.
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The term "contractor" as used in this clause, includes any person, firm or corporation which has a majority or controlling interest in the contractor or in any parent corporation thereof, any person, firm, or corporation in or as to which the contractor (or any parent or subsidiary corporation thereof) has a majority or controlling interest. The term also includes the corporate officers of the contractor, those of any corporation which has a majority or controlling interest in the contractor, and those of any corporation in which the contractor (or any parent or subsidiary corporation thereof) has a majority or controlling interest. All references to the Contractor as contained in this clause shall apply with equal force to all of these included. "Contract" and "task order" shall be used as applicable to the level at which this clause is being invoked. b. Impact on Future Agency Contracts and Task Orders: The following examples illustrate situations in which questions concerning organizational conflicts of interest may arise. They are not all inclusive, but are intended to help the Contracting Officer apply general guidance to individual contract and task order situations: Unequal access to information. Access to "nonpublic information" as part of the performance of a task order provided under the contract or work performed under a separate government contract could provide the contractor a competitive advantage in a later competition. Such an advantage could easily be perceived as unfair by a competing vendor who is not given similar access to the relevant information. If the requirements of the government procurement anticipate the successful vendor may have access to nonpublic information, the successful vendor should be required to submit and negotiate an acceptable mitigation plan. Alternatively, the "nonpublic information" may be provided to all vendors. Biased ground rules. A contractor in the course of performance under a task order contract has in some fashion established important "ground rules" for another requirement, where the same contractor may be a competitor. For example, a contractor may have drafted the statement of work, specifications, or evaluation criteria of a future procurement. The primary concern of the government in this case is that a contractor so situated could slant key aspects of procurement in its own favor, to the unfair disadvantage of competing vendors. If the requirements of the government procurement anticipate the contractor may have been in a position to establish important ground rules, including but not limited to those described herein, the contractor should be required to submit and negotiate an acceptable mitigation plan. Impaired objectivity. A contractor in the course of performance of a task order or contract is placed in a situation of providing assessment and evaluation findings over itself, or another business division, or subsidiary of the same corporation, or other entity with which it has a significant financial relationship. The concern in this case is
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that the contractor's ability to render impartial advice to the government could appear to be undermined by the contractor's financial or other business relationship to the entity whose work product is being assessed or evaluated. In these situations, a "walling off" of lines of communication may well be insufficient to remove the perception that the objectivity of the contractor has been tainted. If the requirements of the government procurement indicate that the successful vendor may be in a position to provide evaluations and assessments of itself or corporate siblings, or other entity with which it has a significant financial relationship, the affected contractor should provide a mitigation plan that includes recusal by the vendor from the affected contract work. Such recusal might include divestiture of the work to a third party vendor. In order to prevent a future OCI resulting from potential bias, unfair competitive advantage, or impaired objectivity, the Contractor shall be subject to the following restrictions: (1) The Contractor shall be excluded from competition for, or award of any government contracts as to which, in the course of performance of this contract, the Contractor has received advance procurement information before such information has been made generally available to other persons or firms. (2) The Contractor shall be excluded from competition for, or award of any government contract for which the contractor actually assists in the development of the screening information request (SIR), specifications or statements of work. (3) The Contractor shall be excluded from competition for or award of any government contract which calls for the evaluation of system requirements, system definitions, or other products developed by the Contractor under this contract or resulting task orders. (4) The Contractor shall be excluded from competition for, or award of any government contract which calls for the construction or fabrication of any system, equipment, hardware, and/or software for which the Contractor participated in the development of requirements or definitions pursuant to this contract or resulting task order. This clause shall not exclude the Contractor from performing work under any amendment or modification to this contract or from competing for award for any future contract for work that is the same or similar to work performed under this contract. The agency may in its sole discretion, waive any provisions of this clause if deemed in the best interest of the Government. The exclusions contained in this clause shall apply for the duration of this contract and for three (3) years after completion and acceptance of all work performed hereunder. If any provision of this clause excludes the Contractor from competition for, or award of any contract, the Contractor shall not be permitted to serve as a subcontractor, at any tier, on such
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contract. This clause shall be incorporated into any subcontracts or consultant agreements awarded under this contract unless the Contracting Officer determines otherwise. c. Affirmative Duties and Responsibilities for Government Contractors: The Contractor warrants that to the best of its knowledge and belief, and except as otherwise set forth in the contract, the Contractor does not have any organizational conflict of interest(s) as defined in paragraph a. above. The Contractor agrees that, if after award, it discovers an actual or potential organizational conflict of interest at the contract level it shall make immediate and full disclosure in writing to the Contracting Officer. Changes in the Contractor's relationships due to mergers, consolidations or any unanticipated circumstances may create an unacceptable organizational conflict of interest might necessitate such disclosure. The notification shall include a description of the actual or potential organizational conflict of interest, a description of the action that the Contractor has taken or proposes to take to avoid, mitigate, or neutralize the conflict, and any other relevant information that would assist the Contracting Officer in making a determination on this matter. The Contractor, upon identification of a potential conflict, shall submit requests to participate in the task order for written approval on a task order-by-task order basis, unless the Contractor is aware of multiple task orders that may create the appearance of a conflict, or be an actual conflict. In the case of the later, the contractor shall notify the Contracting Officer as soon as the conflicts/apparent conflicts have been identified. This provision shall be in effect throughout the period of performance of this contract, any extensions thereto by change order or supplemental agreement, and for three years thereafter. The contractor shall permit a Government audit of internal OCI mitigation procedures for verification purposes. The Government reserves the right to reject a mitigation plan, if in the opinion of the Contracting Officer, such a plan is not in the best interests of the Government. The contractor shall hold the government harmless and will freely indemnify the government as to any cost/loss resulting from the unauthorized use or disclosure of any third-party proprietary information by its employees, the employees of subcontractors, or by its agents. The Contracting Officer's decision as to the existence or nonexistence of an actual or potential organizational conflict of interest shall be final. The Contractor shall include the same provisions as are expressed in this clause, including this paragraph, in all subcontracts awarded for performance of any portion of this requirement. This restriction is applicable throughout the period of performance of the subcontract, and any extensions thereof by change order or supplemental agreement, and for three years thereafter. When the provisions of this clause are included in a subcontract, the term "Contracting Officer" shall represent the head of the Contracts Office of the prime contract. Any deviations or less restrictive coverage deemed necessary or required by the prime contractor for a particular subcontract must first be submitted to the Contracting Officer for approval.
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d. Compliance: Compliance with this OCI requirement is a material obligation of this contract. The rights and remedies described herein shall not be exclusive and are in addition to other rights and remedies provided by law, including those set forth at FAR Part 9.5, or elsewhere included in this contract. If the Contractor takes any action prohibited by this requirement or fails to take action required by this requirement, the Government may terminate this contract for default. For breach of any of the restrictions contained herein, or for nondisclosure or misrepresentation of any relevant facts required to be disclosed concerning this contract, the government reserves the right to terminate this contract for default, disqualify the contractor for subsequent related contractual efforts, and to pursue such other remedies as may be available under law. If in compliance with this clause, the Contractor discovers and promptly reports an organizational conflict of interest subsequent to contract award, the Contracting Officer may choose to terminate this contract for convenience of the Government, when such termination is deemed to be in the best interest of the Government. H.36 OCI AT THE TASK ORDER LEVEL a. OCI / CAAS Possibilities. It is recognized by the parties hereto that some of the services identified in the Scope of Work may include advisory and assistance services and/or provide support in the preparation of specifications and work statements; technical evaluation of other Contractors products and services; preparation of policy and procedures; preparation or review of budgets or budgetary information; surveillance of other contractors services and work products; and, access to other contractors proprietary information. Such activities create a significant potential for certain conflicts of interest, as set forth in FAR 9.505-1, 9.505-2, 9.505-3, and 9.505-4. It is the intention of the parties that the Contractor will not engage in any other contractual or other activities which could create an organizational conflict of interest with its position under this contract; which might impair its ability to render unbiased advice and recommendations; or, in which it may derive an unfair competitive advantage as a result of knowledge, information, and experience gained during the performance of this contract. Therefore, the Contractor agrees that it will seek the prior written approval of the Contracting Officer before participating in any task order that may involve such a conflict. The Contractor agrees that it shall not release, disclose, or use in any way that would permit or result in disclosure to any party outside the government any information provided to the Contractor by the Government during or as a result of performance of this task order. Such information includes, but is not limited to, information submitted to the Government on a confidential basis by other persons. Further, the prohibition against release of Government provided information extends to cover such information whether or not in its original form, where the information has been included in Contractor generated work, or where it is discernible from materials incorporating or based upon such information. This prohibition shall not expire after a given period of time. Whenever performance of this contract requires access to another Contractors proprietary information, the Contractor shall (i) enter into a written agreement with the other entities involved,
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as appropriate, in order to protect such proprietary information from unauthorized use or disclosure for as long as it remains proprietary; and (ii) refrain from using such proprietary information other than as agreed to, for example; to provide assistance during technical evaluation of other Contractors' offers or products under this contract. An executed copy of all proprietary information agreements by individual personnel or on a corporate basis shall be furnished to the Task Order Contracting Officer within fifteen (15) calendar days of execution. The Contractor shall promptly notify the Contracting Officer, in writing, if it has been tasked to evaluate or advise the Government concerning its own products or activities or those of a competitor in order to ensure that proper safeguards exist to guarantee objectivity and to protect the Government's interest. In the event that a task order is issued to the Contractor that would require activity that would create a potential conflict of interest, the Contractor shall: (1) Notify the Contracting Officer of a potential conflict, and; (2) Recommend to the Government an alternate tasking approach which would avoid the potential conflict, or, (3) Present for approval a conflict of interest mitigation plan that will: - Describe in detail the task order requirement that creates the potential conflict of interest; and, - Outline in detail the actions to be taken by the Contractor or the Government in the performance of the task to mitigate the conflict, division of subcontractor effort, and limited access to information, or other acceptable means. (4) The Contractor shall not commence work on a task order related to a potential conflict of interest until specifically notified by the Contracting Officer to proceed. (5) If the Contracting Officer determines that it is in the best interest of the Government to issue a task order, notwithstanding a conflict of interest, a request for waiver shall be submitted in accordance with FAR 9.503. (6) Conflicts Of Interest Compliance Plan: In the event of a waiver is requested, the Contractor shall submit with his waiver request a Conflicts of Interest (COI) Compliance Plan to the Contracting Officer for approval. The COI Compliance Plan shall address the Contractor's approach for adhering to the Section H Provision entitled Organizational Conflicts of Interest (OCI) and describe its procedures for aggressively self-identifying and resolving both organizational and employee conflicts of interest. The overall purpose of the COI Compliance Plan is to demonstrate how the Contractor will assure that its operations meet the highest standards of ethical conduct, and how its assistance and advice are impartial and objective. The COI Compliance Plan shall specifically address: how the Contractor will protect confidential, proprietary, or sensitive information; preventing the existence of conflicting roles that might bias a contractors judgment; and,
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preventing an unfair competitive advantage.

Contractors are invited to review Federal Acquisition Regulation Subpart 9.5 Organizational and Consultant Conflicts of Interest (OCI). Particular attention is directed to FAR 9.505, 9.505-1, 9.505-2, 9.505-3 and 9.505-4. b. Avoidance of OCI. The policy of the government is to avoid contracting with contractors who have unacceptable organizational conflicts of interest as defined in H35. It is not the intention of the government to foreclose a vendor from a competitive acquisition due to a perceived OCI. The Contracting Officers are fully empowered to evaluate each potential OCI scenario based upon the applicable facts and circumstances. The final determination of such action may be negotiated between the impaired vendor and the Contracting Officer. The Contracting Officer's business judgment and sound discretion in identifying, negotiating, and eliminating OCI scenarios should not adversely affect the governments policy for competition. The government is committed to working with potential vendors to eliminate or mitigate actual and perceived OCI situations, without detriment to the integrity of the competitive process, the mission of the government, or the legitimate business interests of the vendor community. c. Examples of OCI concerns. These examples in which OCI issues may arise are not all inclusive, but are intended only to help the Task Order Contracting Officer apply general guidance to individual contract and task order situations. (1) Unequal Access to Information. Access to "nonpublic information" as part of the performance of a government contract could provide the contractor a competitive advantage in a later competition for another government contract. Such an advantage could easily be perceived as unfair by a competing vendor who is not given similar access to the relevant information. If the requirements of the government procurement anticipate the successful vendor may have access to nonpublic information, all vendors should be required to submit and negotiate an acceptable mitigation plan. (2) Biased Ground Rules. A contractor in the course of performance of a government contract, has in some fashion established a "ground rules" for another government contract, where the same contractor may be a competitor. For example, a contractor may have drafted the statement of work, specifications, or evaluations criteria of a future government procurement. The primary concern of the government in this case is that a contractor so situated could slant key aspects of a procurement in its own favor, to the unfair disadvantage of competing vendors. If the requirements of the government procurement anticipate the successful vendor may be in a position to establish important ground rules, including but not limited to those described herein, the successful vendor should be required to submit and negotiate an acceptable mitigation plan. (3) Impaired objectivity. A contractor in the course of performance of a government contract, is placed in a situation of providing assessment and evaluation findings over itself, or
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another business division, or subsidiary of the same corporation, or other entity with which it has a significant financial relationship. The concern in this case is that the contractor's ability to render impartial advice to the government could appear to be undermined by the contractor's financial or other business relationship to the entity whose work product is being assessed or evaluated. In these situations, a "walling off" of lines of communication may well be insufficient to remove the perception that the objectivity of the contractor has been tainted. If the requirements of the government procurement indicate that the successful vendor may be in a position to provide evaluations and assessments of itself or corporate siblings, or other entity with which it has a significant financial relationship, the affected contractor should provide a mitigation plan that includes recusal by the vendor from the affected contract work. Such recusal might include divestiture of the work to a third party vendor. d. Mitigation plans. The successful contractor will be required to permit a government audit of internal OCI mitigation procedures for verification purposes. The government reserves the right to reject a mitigation plan, if in the opinion of the Contracting Officer, such a plan is not in the best interests of the government. Additionally, after award the government will review and audit OCI mitigation plans as needed, in the event of changes in the vendor community due to mergers, consolidations, or any unanticipated circumstances that may create an unacceptable organizational conflict of interest. H.37 CORPORATE CHANGES The Contractor shall provide the Contracting Officer copies of all publicly available correspondence relating to corporate status and major corporate revisions, such as buy-outs, sale or dissolution and changes in personnel policy that effect this contract. Potential buyout scenarios, actual buyouts, sales and dissolutions shall be disclosed in writing to the PCO as soon as possible after such information/status has been disclosed. H.38 FEDERAL HOLIDAYS The following days are legally recognized U.S. holidays:

New Year's Day Martin Luther King Jr.'s Birthday President's day Memorial Day Independence Day Labor Day Columbus Day Veteran's Day Thanksgiving Day Christmas Day

1 January 3rd Monday in January 3rd Monday in February Last Monday in May 4th of July 1st Monday in September 2nd Monday in October 11th of November 4th Thursday in November 25 December

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When one of the above 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. This list of holidays relates to Government duty days and is not intended to supplement or otherwise alter the provisions of any Wage Determination regarding applicable paid holidays. In addition to the days designated as holidays, the Government observes the following days: Any other day designated by federal statute Any other day designated by Executive Order Any other day designated by Presidential Proclamation

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 Contractors personnel work during the holiday, the Contractor may reimburse them; however, no form of holiday or other premium compensation will be reimbursed either as a direct or indirect cost, other than their normal compensation for the time worked, unless stipulated otherwise in Task Orders. This provision does not preclude reimbursement for authorized overtime work if applicable. When the Department of Defense grants excused absence to its employees, the Contractor agrees to continue to provide sufficient personnel to perform critical tasks already in operation or scheduled, and shall be guided by the instructions issued by the Task Order Contracting Officer or the COR. Changes in employee work schedules shall comply with the terms and conditions of the task order, to include payment provisions. If Government personnel are furloughed, the Contractor shall contact the Task Order Contracting Officer or the COR to receive direction. It is the Governments decision as to whether the contract price/cost will be affected as a result of Government shutdown and/or furloughed Government employees. In the event that Government shutdown and/or furloughed Government employees does impact contract price/cost, a negotiated settlement will be reached as deemed appropriate by the Task Order Contracting Officer. Generally, the following situations apply: Contractor personnel that are able to continue task order performance (either on-site or at a site other than their normal workstation), shall continue to work and the task order price shall not be reduced or increased. Contractor personnel that are not able to continue contract performance (e.g., support functions) may be asked to cease their work effort. Nothing in this section abrogates the rights and responsibilities of the parties relating to stop work provision as cited in other sections of this contract.

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H.39 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, ordinances, policies, and local work agreements (e.g. 4-day work week) pertinent to performance of the contractual services required under this contract. Specifically, the Contractor shall: 1) Conform to the specific safety requirements established by this contract; 2) The Contractor and his/her employees shall observe all rules and regulations issued by the installation Commanding Officer pertaining to fire, safety, sanitation, severe weather, admission to the installation, conduct not directly addressed in this contract; 3) Take all reasonable steps and precautions to prevent accidents and preserve the life and health of Government and Contractor personnel connected in any way with performance under this contract; and, 4) Take such additional immediate precautions as the Contracting Officer, COR or Task Monitor may reasonable require for safety and accident prevention purposes. H.40 UNIQUE ITEM IDENTIFICATION AND EVALUATION As of 1 January 2004, all DoD contracts are required to include a clause mandating the barcoding of all material delivered under DoD contracts. The purpose of UID is so that the Government will have the ability to know the quantity, location, condition, and value of assets it owns; safeguard its assets from physical deterioration, theft, loss, or mismanagement; prevent unnecessary storage and maintenance costs or unnecessary purchase of items already on hand; and determine the full costs of Government programs that use these assets. The clause 252.2117003, is included in full text in Section I of this document. Information on the Department of Defense unique item identification can be found on the DoD web site at http://www.acq.osd.mil/uid. H.41 ADDITION OF CLAUSES AT THE TASK ORDER LEVEL Clauses may be added at the task order level in so much as that they do not conflict with clauses included in the basic contract. All task orders are subject to the terms and conditions of this contract. In the event of conflict between a task order and this contract, the contract shall control. For example, 52.217-8 entitled Option to Extend Services and 52.217-9 entitled Option to Extend the Term of the Contract may be included and tailored at the task order level.

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FAR 52.211-12 may be added at the task order level. The liquidated damages that will be assessed will be determined with each applicable TO and will represent the nature and concerns regarding successful completion of the identified construction phase of the TO.

H.42 METRIC AND PRODUCT ASSURANCE REQUIREMENTS The contractor shall assure that all deliverables under this contract shall meet industry standards of quality and, where practical, metric measurements. H.43 KNOWLEDGE OF AND USE OF GOVERMENT SOURCES a. The contractor shall maintain currency on all Federal and DoD Acquisition Regulations and Policies. All procurement actions on behalf of the Government, whether by the prime or its subcontractors, shall comply with these regulations and policies to include addressing any required waivers from DoD and Federal sources. b. Government sources of supply may be utilized for purchases necessary in the performance of this contract. Clauses at FAR 52.251-1 and DFARS 252.251-7000 are applicable. c. Only for purchases charged directly to this contract shall title vest with the Government. For property charged as an indirect cost, title shall vest with the purchaser H.44 PROTECTION OF INFORMATION a. Security. All contractor personnel shall be designated ADP I, ADP II, or ADP III as defined in DoD Regulation 5200.2-R, Personnel Security, and all contractor personnel shall receive the appropriate security clearance. b. Dissemination of Information/Publishing. There shall be no dissemination or publication, except within and between the contractor and any sub-contractors or specified DCSEN members who have a need to know, of information developed under this contract or contained in the reports to be furnished pursuant to this contract without prior written approval of the Contracting Officer. Contracting Officer approval for publication will require provisions that protect the intellectual property and patent rights of the DCSEN office and the contractor. Exchange of information between the contractor, subcontractors, DCSEN staff and the contracting officer regarding task orders awarded hereunder is considered the normal course of business. c. Identification of Contractor Employees. All contract personnel attending meetings, answering Government telephones, and working in other situations where their contractor status is not obvious to third parties are required to identify themselves. d. Contractor Badges. Contractor personnel may be required to attend meetings to meet TO requirements issued under this contract. Contractor personnel shall wear their company
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badges during all meetings. Additionally, contractor personnel shall wear Government-provided contractor badges at all Government facilities during the performance of this contract. e. Data Rights. The Government will retain unlimited rights to all intellectual property produced in the course of developing, deploying, training, using, and supporting the DCSEN. All modifications to GOTS or COTS software, middleware, hardware, or source code will be the sole property of the Government. The contractor is required to negotiate agreements with commercial system vendors relating to non-disclosure of vendor-proprietary information. H.45 PATENTS - REPORTING OF SUBJECT INVENTIONS: a. The interim and final invention reports shall be submitted on DD Form 882, Report of Inventions and Subcontracts, see http://www.smdc.army.mil/Contracts/Contracts.html and click on the Special Announcements link to see the instructions. In accordance with DFARS 252.2277039 and FAR 52.227-12, interim reports shall be furnished every twelve (12) months and final reports shall be furnished within three (3) months after completion of the contracted work. In accordance with FAR 27.305-3(e), when a contractor fails to disclose a subject invention the applicable withholding of payments provision may be invoked. b. The contractor shall include the clause at DFARS 252.227-7039 in all subcontracts with small businesses and nonprofit organizations, regardless of tier, for experimental, developmental, or research work. c. The prime contractor shall account for the interim and final invention reports submitted by the subcontractor(s). The prime contractors invention reports shall contain a copy of each of the subcontractors invention reports. H.46 GOVERNMENT-FURNISHED EQUIPMENT (GFE) / INFORMATION (GFI) / FACILITIES (GFF) a. Government-Furnished Facilities (GFF). The Government may, in certain cases, provide office facilities, equipment, and materials for daily business use of staff required under this contract. b. Government-Furnished Equipment (GFE) / Information (GFI). The contractor shall identify, in their proposal, any Government-furnished equipment/information or contractoracquired/Government-owned property, necessary to perform under each TO. This shall include any contractor purchased or Government-owned/acquired items. The contractor shall provide a detailed BOM, along with the proposal, noting part numbers, prices, and need dates for all required GFE. c. Leased Equipment/Software/Facilities. Leasing of any equipment, software, or facilities is discouraged and will only be granted in extreme cases. Any time a contractor is proposing to lease equipment, software, or facilities in support of a TO, the lease expenditures must be explicitly highlighted in the cost proposal and approved by the Contracting Officer. All
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lease requests must include a lease versus buy analysis. If the Government accepts a lease, it shall be handled in accordance with FAR Part 45. H.47 ASSIGNMENT OF RIGHTS Per DFARS 252.227-7020, Rights in Special Works, the works identified by individual TOs that are first produced, created, or generated under this contract and such work is required to be delivered under this contract, the contractor shall assign copyright in those works to the Government. The contractor shall place the following notice on such works: (c) (Year date of delivery) United States Government, as represented by the Secretary of (Army). All rights reserved. In addition, the contractor hereby relinquishes any rights to use or disclose such works beyond what is required by the contract or specifically approved by the Government. This clause applies to the following: (to be completed once identified in a task order) ____________________________ ____________________________ ____________________________ H.48 CONTINUATION OF DOD CONTRACTOR SERVICES AT GOVERNMENT FACILITIES WITHIN CONUS a. Contractor personnel who normally provide services at government facilities and who are designated as emergency personnel by a DoD Component are expected to use all means at their disposal to continue to provide such services, in accordance with the terms and conditions of the contract, during periods of crisis situations. b. To ensure that emergency personnel services under the contract are performed and/or delivered by the contractor during times of heightened security and/or limited access to a government facility, the Task Order Monitor/Technical Monitor and prime contractor in coordination with the Contracting Officer may enter into an agreement that the hours/duties specified in the contract/Task Order may be worked at varying times and locations as long as such is consistent with the Governments requirement and will have no negative impact on the quality of the effort to be performed. The Task Order/Technical Monitor shall immediately seek approval of the Contracting Officer of any such agreement. c. The Contracting Officer may take any of the following actions, depending on the severity and length of the situation: (i.) In accordance with FAR 52.242-15, the Contracting Officer may, at any time, issue a written stop-work order to stop all or any part of the work called for under the contract. If a stop work order is issued, the contractor is required to take all reasonable steps to minimize the incurrence of costs allocable to the stopped work.

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(ii.) Direct contractor personnel designated mission essential emergency personnel to report to their duty station at government facilities as usual for continuing work not subject to any stop work order. (iii.) Direct non-essential contractor personnel who normally work at government facilities to report to their corporate office as their temporary duty station for work not subject to any stop work order. (iv.) Direct, on a case-by-case basis, non-essential contractor personnel who normally work at government facilities to telecommute for performance of work not subject to any stop work order. d. For Task Orders performed under emergency situations within CONUS, the hours worked shall be billed at the rates specified in the Task Order, regardless of where performance takes place. This provision in no way relieves the contractor from performance of the direct productive person hours (DPPHs) as stated in the Task Order. e. When required in emergency/crisis situations, the contractor shall report daily to the Technical Monitor the status and location of all DoD contractor employees. The Technical Monitor shall relay such information to the Contracting Officer. f. Nothing in this provision shall be construed to change any element of the contract or the terms and conditions therein. H.49 YEAR 2000 COMPLIANCE: The Contractor shall ensure products provided under this contract, to include hardware, software, firmware, and middleware, whether acting alone or combined as a system, are Year 2000 compliant as defined in FAR Part 39. H.50 ONLY NEW EQUIPMENT/MATERIAL Only new equipment/material shall be delivered under this contract unless otherwise authorized by the Contracting Officer on a case-by-case basis. Components of such equipment may be reconditioned provided such components are drawn from stockage, which does not differentiate between new and reconditioned components. H.51 FOREIGN INCOME TAXES Foreign income taxes on employees salaries and wages are unallowable because they are a liability of the employee, not the contractor. Procedures currently exist for differential packages and logistical support. However, it is the responsibility of the contractors to provide employees that meet the requirements of the Technical Expert Status of those countries that operate under the Status of Forces Agreement (SOFA). These individuals are exempt from foreign tax liabilities.
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H.52 COMMERCIAL COMPUTER SOFTWARE LICENSES a. Commercial Licenses: Unless otherwise approved by the Contracting Officer, commercial computer software licenses shall designate the U.S. Government (represented by the Contracting Officer) as a contingent licensee, able to replace the Contractor as the primary licensee upon notifying the licensor. A copy of the negotiated license shall be furnished to the Contracting Officer. Per DFARS 227.7202, the terms of the licenses cannot be inconsistent with Federal procurement law and must satisfy user needs. This includes the contractors / subcontractors needs for the software to perform this contract and the Governments needs for the software to accomplish the Governments ultimate objectives. At a minimum, this shall include the rights to make an archive copy of the software, to relocate the computer on which the software resides, to re-host the software on a different computer, to permit access by support contractors, and to permit the Government to transfer the license to another contractor. b. Enterprise Licenses: Enterprise licenses are those that are acquired by a service (e.g., Army) for the DoD at large. These licenses have already been acquired by the service/DoD and terms of use agreements established. As such usage shall be at no additional costs under this contract. Where licenses are proposed to be accessed other than those that are already acquired, the offerors TOP shall discuss the basis and prescribed allocation of cost at the task order level (typically as an ODC or material cost dependent upon the mandates of the contractors accounting. H.53 SAFETY AND ENVIRONMENTAL SAFETY HAZARDS: The contractor shall identify, control, and document the hazards associated with this effort and the control methods necessary to eliminate or control the hazards. Significant items shall be addressed in status meetings and included in the final report. ENVIRONMENTAL: The contractor agrees to the following: a. All activities performed under this contract shall be conducted in accordance with Federal, State, and local environmental laws and regulations. b. Any facility to be used in the performance of this contract shall be in compliance with all Federal, State, and local environmental laws and regulations for its intended use. H.54 PHYSICAL SECURITY OF CONTRACTORS FACILITIES When required at the task order level, the contractor agrees to maintain its facilities in accordance with the applicable requirements of Department of Defense Instruction 4145.26M as referenced in DFARS 252.223-7002. Supplies procured under this contract are identified as sensitive material under DOD 5100.76-M (Physical Security of Sensitive Conventional Arms,
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Ammunition and Explosives at contractor facilities), requiring physical security and transportation in accordance with DOD 5100.76-M. H.55 TRANSPORTATION SECURITY REQUIREMENTS Supplies procured under this contract identified as Sensitive, requiring Transportation Protective Service (TPS) in accordance with Defense Transportation Regulation, DoD 4500.9, Part II, Chapter 205, dated May 2003 and Department of Defense Manual, DoD 5100.76M, Physical Security of Sensitive Conventional Arms, Ammunition and Explosives, dated Aug 2000, as added to, or amended by, applicable military service policies in accordance with guidance provided by Defense Logistics Agency (DLA), Defense Contract Management Agency (DCMA), or other components assigned to provide contract administration services (CAS) within designated/delegated geographic areas as specified under DoD 4105.59H, DoD Directory of Contract Administration Service Components, dated January 1985, and subsequent issues thereof for offshore/OCONUS procurements. H.56 TRANSPORTATION SECURITY REQUIREMENTS FOR CONTRACTOR-TOCONTRACTOR SHIPMENTS (a) Supplies procured or furnished under this contract/subcontract, which are shipped between two or more contractors, and which are qualified as sensitive in accordance with Department of Defense (DoD0 Regulation 5100.76-M, Physical Security of Sensitive Conventional Arms, Ammunition and Explosives, dated Aug 2000, or are shipped as DOT Class A or B Explosives, require special Transportation Protective Service (TPS) during shipment from all points of origin to all destinations. TPS will be equivalent to the DoD security standard for the applicable sensitivity category or explosive class identified under DoD 4500.9, Part II, Chapter 203, dated May 2003, as added to or amended by applicable military service policies in accordance with guidance provided by Defense Logistics Agency (DLA)/Defense Contract Management Agency (DCMA). (b) Shippers DCMA transportation offices will furnish assistance in providing the sensitive category of items to be shipped, determining the TPS required, and obtaining the TPS from commercial carriers as necessary. (c) This clause must be entered in all contracts/subcontracts at any tier.

H.57 TRANSPORTATION SECURITY REQUIREMENTS FOR GOVERNMENT OWNED/CONTRACTOR OPERATED SHIPMENTS (a) Supplies procured or furnished under this contract/subcontract, which are shipped between two or more contractors, and which are qualified as sensitive in accordance with Department of Defense (DoD) Regulation 5100.76-M, Physical Security of Sensitive Conventional Arms, Ammunition and Explosives, dated Aug 2000, or are shipped as DOT Class A or B Explosives, require special Transportation Protective Services (TPS) during shipment from all points of origin to all destinations. TPS will be equivalent to the DoD security standard for the applicable sensitivity category or explosive class
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identified under DoD 4500.9, Part II, Chapter 203, dated May 2003, as added to or amended by applicable customer/military service policies in accordance with guidance provided by the Contracting Officer Representative (COR), Technical Monitor (TM) or the Administrative Contracting officer (ACO). (b) Transportation officers/offices will furnish assistance in providing the sensitive category of items to be shipped, determining the TPS required, and obtaining the TPS from commercial carriers as necessary. (c) This clause must be entered in all contracts/subcontracts at any tier.

H.58 CLAUSES TO OCONUS PERFORMANCE: Clauses applicable to OCONUS performance are included in Sections I and Section J of this contract.

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Section I - Contract Clauses CLAUSES INCORPORATED BY REFERENCE

52.202-1 52.203-3 52.204-4 52.203-5 52.203-6 52.203-6 52.203-7 52.203-8 52.203-10 52.203-12 52.203-13 52.203-14 52.203-15 52.204-2 52.204-4 52.204-7 52.204-9 52.204-10 52.208-4 52.208-5 52.209-6

52.209-9 52.210-1 52.211-5 52.211-6 52.211-8 52.211-9

Definitions JUL 2004 Gratuities APR 1984 Printed or Copied Double-Sided on Postconsumer MAY 2011 Fiber Content Paper Covenant Against Contingent Fees APR 1984 Restrictions On Subcontractor Sales To The SEP 2006 Government Restrictions On Subcontractor Sales To The SEP 2006 Government Anti-Kickback Procedures JUL 1995 Cancellation, Rescission, and Recovery of Funds JAN 1997 for Illegal or Improper Activity Price Or Fee Adjustment For Illegal Or Improper JAN 1997 Activity Limitation On Payments To Influence Certain SEP 2007 Federal Transactions Contractor Code of Business Ethics and Conduct APR 2010 Display of Hotline Poster(s) DEC 2007 Whistleblower Protections Under the American JUN 2010 Recovery and Reinvestment Act of 2009 Security Requirements AUG 1996 Printed or Copied Double-Sided on Recycled Paper AUG 2000 Central Contractor Registration APR 2008 Personal Identity Verification of Contractor SEP 2007 Personnel Reporting Executive Compensation and First-Tier JUL 2010 Subcontract Awards Vehicle Lease Payments APR 1984 Condition of Leased Vehicles APRI 1984 Protecting the Government's Interest When SEP 2006 Subcontracting With Contractors Debarred, Suspended, or Proposed for Debarment Updates of Publicly Available Information JAN 2011 Regarding Responsibility Matters Market Research APR 0211 Material Requirements AUG 2000 52.211-5 Brand Name or Equal AUG 1999 Time of Delivery JUN 1997 Desired and Required Time of Delivery JUN 1997
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52.211-10

Commencement, Prosecution and Completion of APR 1984 Work 52.211-11 Liquidated Damages Supplies, Services or SEP 2000 Research and Development 52.211-12 Liquidated Damages Construction SEP 2000 52.211-13 Time Extensions SEP 2000 52.215-2 Audit and Records--Negotiation MAR 2009 52.215-8 Order of Precedence--Uniform Contract Format OCT 1997 52.215-10 Price Reduction for Defective Certified Cost or OCT 2010 Pricing Data 52.215-11 Price Reduction for Defective Certified Cost or OCT 2010 Pricing Data--Modifications 52.215-12 Subcontractor Certified Cost or Pricing Data OCT 2010 52.215-13 Subcontractor Certified Cost or Pricing Data-OCT 2010 Modifications 52.215-14 Integrity of Unit Prices OCT 2010 52.215-14 Alt I Integrity of Unit Prices (Oct 1997) - Alternate I OCT 1997 52.215-15 Pension Adjustments and Asset Reversions OCT 2010 52.215-17 Waiver of Facilities Capital Cost of Money 52.215-18 Reversion or Adjustment of Plans for OCT 1997 Postretirement Benefits (PRB) Other than Pensions 52.215-19 Notification of Ownership Changes JUL 2005 52.215-20 Requirements for Cost or Pricing Data or OCT 2010 Information Other Than Cost or Pricing Data 52.215-21 Requirements for Cost or Pricing Data or OCT 2010 Information Other Than Cost or Pricing Data-Modifications 52.215-22 Limitations on Pass-Through Charges OCT 2009 Identification of Subcontract Efforts 52.215-23 Limitations on Pass-Through Charges OCT 2009 52.216-7 Allowable Cost And Payment 52.216-8 Fixed Fee DEC 2002 52.216-9 Fixed Fee Construction MAR 1997 52.216-10 Incentive Fee MAR 1997 52.216-11 Cost Contract--No Fee MAR 1997 52.216-22 Indefinite Quantity APR 1984 52.216-23 Execution and Commencement of Work APR 1985 52.216-24 Limitation Of Government Liability OCT 1995 52.216-26 Payments of Allowable Costs Before Definitization DEC 2002 52.217-8 Option To Extend Services APR 1984 52.219-8 Utilization of Small Business Concerns NOV 1999 52.219-9 Small Business Subcontracting Plan MAY 2004 52.219-14 Limitations On Subcontracting JAN 2011 52.219-16 Liquidated Damages-Subcontracting Plan DEC 1996 52.222-1 Notice To The Government Of Labor Disputes JAN 1999
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52.222-2 52.222-3 52.222-4 52.222-6 52.222-7 52.222-8 52.222-9 52.222-10 52.222-11 52.222-12 52.222-13 52.222-14 52.222-19 52.222-20 52.222-21 52.222-23

52.222-26 52.222-27 52.222-29 52.222-32 52.222-35 52.222-36 52.222-37

52.222-38 52.222-41 52.222-42 52.222-43

52.222-44 52.222-46 52.222-49

Payment For Overtime Premiums FEB 1997 Convict Labor JUL 1990 Contract Work Hours and Safety Standards Act - JUN 2003 Overtime Compensation Davis-Bacon Act JUL 2005 Withholding of Funds FEB 1988 Payrolls and Basic Records JUN 2010 Apprentices and Trainees JUL 2005 Compliance with Copeland Act Requirements FEB 1988 Subcontracts (Labor Standards) JUL 2005 Contract Termination Debarment FEB 1988 Compliance with Davis-Bacon and Related Act FEB 1988 Regulations Disputes Concerning Labor Standards FEB 1988 Child Labor Cooperation with Authorities and JUL 2010 Remedies Walsh Healey Public Contracts Act OCT 2010 Prohibition Of Segregated Facilities JUL 2005 Notice of Requirement for Affirmative Action to FEB 1999 Ensure Equal Employment Opportunity for Construction Equal Opportunity FEB 1999 Affirmative Action Compliance Requirements for FEB 1999 Construction Notification Of Visa Denial MAR 2007 Davis Bacon Act Price Adjustment (Actual DEC 2001 Method) Equal Opportunity For Special Disabled Veterans SEP 2010 Affirmative Action For Workers With Disabilities OCT 2010 Employment Reports On Special Disabled SEP 2010 Veterans, Veterans Of The Vietnam Era, and Other Eligible Veterans Compliance with Veterans Employment Reporting SEP 2010 Requirement Service Contract ct of 1965 NOV 2007 Statement of Equivalent Federal Hires MAY 1989 Fair Labor Standards Act and Service Contract Act- SEP 2009 Price Adjustment (Multiple Year and Options Contracts) Fair Labor Standards Act and Service Contract Act- SEP 2009 Price Adjustment Evaluation of Compensation for Professional FEB 1993 Employees Service Contract Act Place of Performance MAY 1989 Unknown
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52.222-50 Combating Trafficking in Persons SEP 2006 52.222-50 Alt I Combating Trafficking in Persons (Aug 2007) FEB 2009 Alternate I 52.223-5 Pollution Prevention and Right-to-Know AUG 2007 Information 52.223-6 Drug-Free Workplace AUG 2003 52.223-9 Estimate of Percentage of Recovered Material MAY 2001 Content for EPA-Designated Items 52.223-10 Waste Reduction Program MAY 2008 52.223-11 Ozone-Depleting Substances AUG 2000 52.223-12 Refrigeration Equipment and Air Conditioners MAY 2001 52.223-14 Toxic Chemical Release Reporting MAY 1995 52.223-15 Energy Efficiency in Energy-Consuming Products AUG 2003 52.223-16 IEEE 1680 Standard for the Environmental DEC 2007 Assessment of Personal Computer Products 52.223-18 Contractor Policy to Ban Text Messaging While SEP 2010 Driving 52.224-1 Privacy Act Notification DEC 2007 52.224-2 Privacy Act APR 1984 52.225-13 Restrictions on Certain Foreign Purchases FEB 2009 52.226-1 Utilization of Indian Organizations and Indian JUN 2000 Owned Economic Enterprises 52.226-5 Restrictions on Subcontracting Outside Disaster or NOV 2007 Emergency Area 52.227-1 Authorization and Consent JUN 2008 52.227-2 Notice And Assistance Regarding Patent And DEC 2007 Copyright Infringement 52.227-3 Patent Indemnity DEC 2007 52.227-4 Patent Indemnity Construction Contracts DEC 2007 52.227-5 Waiver of Indemnity APR 1984 52.227-10 Filing Of Patent Applications--Classified Subject Matter 52.227-11 Patent Rights--Ownership By The Contractor DEC 2007 52.227-13 Patent Rights--Ownership By The Government DEC 2007 52.228-1 Bid Guarantee SEP 1996 52.228-2 Additional Bond Security OCT 1997 52.228-3 Worker's Compensation Insurance (Defense Base DEC 2007 Act) 52.228-4 Workers' Compensation and War-Hazard Insurance APR 1984 Overseas 52.228-5 Insurance - Work On A Government Installation APR 1984 52.228-7 Insurance--Liability To Third Persons JAN 1997 52.228-8 Liability and Insurance Leased Motor Vehicles MAY 1999 52.228-12 Prospective Subcontractor Request for Bonds OCT 1995 52.229-1 State and Local Taxes MAR 1996
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52.229-2 52.229-3 52.229-6 52.229-8 52.230-2 52.230-3

North Carolina State and Local Sales and Use Tax APR 1984 Federal, State And Local Taxes APR 1984 Taxes--Foreign Fixed-Price Contracts APR 2003 Taxes Foreign Cost Reimbursement Contracts MAR 1990 Cost Accounting Standards JUN 2003 Disclosure And Consistency Of Cost Accounting OCT 2010 Practices 52.230-4 Disclosure and Consistency of Cost Accounting JUN 2010 Practices Foreign Concerns 52.230-6 Administration of Cost Accounting Standards OCT 2008 52.232-1 Payments JUN 2010 52.232-5 Payments Under Fixed-Price Construction SEP 2002 Contracts 52.232-7 Payments under Time-and-Material and LaborFEB 2007 Hour Contracts 52.232-8 Discounts For Prompt Payment APR 1984 52.232-9 Limitation on Withholding of Payments APR 1984 52.232-11 Extras APR 1984 52.230-13 Notice of Progress Payments APR 1984 52.232-16 Progress Payments AUG 2010 52.232-17 Interest OCT 2010 52.232-18 Availability Of Funds OCT 2010 52.232-20 Limitation of Cost APR 1984 52.232-22 Limitation Of Funds APR 1984 52.232-23 Alt I Assignment of Claims (Jan 1986) - Alternate I APR 1984 52.232-25 Prompt Payment APR 1984 52.232-25 Alt I Prompt Payment (Oct 2008) Alternate I OCT 2008 52.232-27 Prompt Payment for Construction Contracts OCT 2008 52.232-28 Invitation to Propose Performance-Based Payments MAR 2000 52.232-32 Performance-Based Payments FEB 2002 52.232-33 Payment by Electronic Funds Transfer--Central AUG 2010 Contractor Registration 52.232-38 Submission of Electronic Funds Transfer MAY 1999 Information with Offer 52.233-1 Alt I Disputes (Jul 2002) - Alternate I OCT 2003 52.233-3 Protest After Award DEC 1991 52.233-3 Alt I Protest After Award (Aug 1996) - Alternate I AUG 1996 52.233-4 Applicable Law for Breach of Contract Claim JUN 1985 52.236-1 Performance of Work by the Contractor APR 1984 52.236-2 Differing Site Conditions APR 1984 52.236-3 Site Investigations and Conditions Affecting the APR 1985 Work 52.236-4 Physical Data APR 1984 52.236-5 Material and Workmanship APRI 1984 52.236-6 Superintendence by Contractor APR 1984
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52.236-7 52.236-8 52.236-9 52.236-10 52.236-11 52.236-12 52.236-13 52.236-14 52.236-15 52.236-17 52.236-18

Permits and Responsibilities Other Contracts Protection of Existing Vegetation, Structures, Equipment, Utilities and Improvements Operations and Storage Areas Use and Possession Prior to Completion Cleaning Up Accident Prevention Availability and Use of Utility Services Schedules for Construction Contracts Layout of Work Work Oversight in Cost-Reimbursement Construction Contracts Organization and Direction of Work Specifications and Drawings for Construction Design Within Funding Limitations Responsibility Of the Architect-Engineer Contractor Requirements for Registration of Designers Preconstruction Conference Protection Of Government Buildings, Equipment, And Vegetation Continuity of Services Privacy or Security Safeguards Notice of Intent to Disallow Costs Penalties for Unallowable Costs Certification of Final Indirect Costs Bankruptcy Changes--Fixed Price Changes--Fixed Price (Aug 1987) - Alternate I Changes--Cost-Reimbursement Changes--Cost-Reimbursement (Aug 1987) Alternate V Changes--Time-And-Material Or Labor-Hours Changes Changes and Changed Conditions Change Order Accounting Notification of Changes Subcontracts (all subcontracts0 Competition In Subcontracting Subcontracts for Commercial Items Government Property Use And Charges Contractor Inspection Requirements
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APR 1984 APR 1984 APR 1984 APR 1984 APR 1984 APRI 1984 NOV 1991 APR 1984 APR 1984 APR 1984 APR 1984

52.236-19 52.236-21 52.236-22 52.236-23 52.236-25 52.236-26 52.237-2 52.237-3 52.239-1 52.242-1 52.242-3 52.242-4 52.242-13 52.243-1 52.243-1 Alt I 52.243-2 52.243-2 Alt V 52.243-3 52.243-4 52.243-5 52.243-6 52.243-7 52.244-2 52.244-5 52.244-6 52.245-1 52.245-9 52.246-1

APR 1984 APR 1984 APR 1984

JUN 2003 FEB 1995 OCT 2004 JAN 1991 APR 1984 FEB 1995 APR 1984 MAY 2001 JAN 1997 JUL 1995 AUG 1987 APR 1984 AUG 1987 APR 1984 SEP 2000 JUN 2007 APR 1984 APR 1984 OCT 2010 APR 1984 DEC 1996 OCT 2010 AUG 2010 APR 1984

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52.247-63 52.248-1 52.249-1 52.249-2 52.249-2 Alt I 52.249-4 52.249-6 52.249-8 52.249-9 52.249-10 52.249-14 52.250-1 52.250-2 52.250-3 52.250-4 52.250-5 52.251-1 52.253-1 252.201-7000 252.203-7003 252.204-7000 252.204-7004 Alt A 252.204-7005 252.204-7008 252.205-7000 252.209-7001 252.209.7002 252.209-7004

252.209-7006 252-209.7007 252-209.7008

Preference For U.S. Flag Air Carriers FEB 1997 Value Engineering OCT 2010 Termination for Convenience of the Government APR 1984 (Fixed-Price)(Short Form) Termination For Convenience of the Government MAY 2004 (Fixed-Price) Termination for Convenience of the Government MAY 2004 (Fixed-Price) (May 2004) - Alternate I Termination For Convenience Of The Government SEP 1996 (Services) (Short Form) Termination (Cost Reimbursement) APR 1984 Default (Fixed-Price Supply & Service) MAY 2004 Default (Fixed-Price Research and Development) APR 1984 Default (Fixed-Price Construction) APR 1984 Excusable Delays APR 1984 Indemnification Under Public Law 85-804 APR 1984 SAFETY Act Coverage Not Applicable FEB 2009 SAFETY Act block Designation/Certification FEB 2009 SAFETY Act Pre-Qualification Designation Notice FEB 2009 SAFETY Act Equitable Adjustment FEB 2009 Government Supply Sources APR 1984 Computer Generated Forms AUG 2010 Contracting Officer's Representative JAN 1991 Agency Office of the Inspector General JAN 2009 Disclosure Of Information Central Contractor Registration (52.204-7) APR 1992 Alternate A Oral Attestation of Security Responsibilities SEP 2007 Export-Controlled Items NOV 2001 Provision Of Information To Cooperative APR 2010 Agreement Holders Disclosure of Ownership or Control by the DEC 1991 Government of a Terrorist Country Disclosure or Ownership or Control by a Foreign JAN 2009 Government Subcontracting With Firms That Are Owned or JUN 2010 Controlled By The Government of a Terrorist Country Limitations on Contractors Acting as Lead System DEC 2006 Integrators Prohibited Financial Interests for Lead System JAN 2008 Integrators Notice of Prohibition Relating to Organizational JUL 2009 Conflict of Interest Major Defense Acquisition Program
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282.209-7009 252.211-7000 252.211-7001

252.211-7002

252.211-7003 252.211-7005 252.211-7006 252.211-7007

252.215-7000 252.215-7002 252.216-7002

252.216-7003

252.217-7003 252.217-7027 252.217-7028 252.219-7003 252.222-7002 252.223-7001 252.223-7002 252.223-7003 252.223-7004 252.223-7006 252.223-7007

Organizational Conflict of Interest Major Defense DEC 2010 Acquisition Program Acquisition Streamlining DEC 2010 Availability of Specifications, Standards, and Data OCT 2010 Item Descriptions Not Listed in the Acquisition Streamlining and Standardization Information System (ASSIST) and Plans, Drawings, and Other Pertinent Documents Submit request to the Contracting Officer identified in Section G Availability for Examination of Specifications, MAY 2006 Standards, Plans, Drawings, Data Item Descriptions and Other Pertinent Documents Submit request to the Contracting Officer identified in Section G Item Identification and valuation DEC 1991 Substitutions for Military or Federal Specifications SEP 2010 and Standards Radio Frequency Identification NOV 2005 Reporting of Government-Furnished Equipment in FEB 2007 the DoD Item Unique Identification (IUID) Registry Pricing Adjustments NOV 2008 Cost Estimating System Requirements DEC 1991 Alternate A, Time-and-Material/Labor-Hour MAY 2011 Proposal Requirements Non-Commercial Item Acquisition with Adequate Price Competition Economic Price Adjustment-Wage Rates or FEB 2007 Material Prices Controlled by a Foreign Government Changes JUN 1997 Contract Definitization DEC 1991 Over and Above Work OCT 1998 Small Business Subcontracting Plan (DOD DEC 1991 Contracts) Compliance With Local Labor Laws (Overseas) OCT 2010 Hazardous Warning Labels JUN 1997 Safety Precautions for Ammunition and Explosives DEC 1991 Change in Place of Performance Ammunition and MAY 1994 Explosives Drug Free Work Force DEC 1991 Prohibition On Storage And Disposal Of Toxic SEP 1988 And Hazardous Materials Safeguarding Sensitive Conventional Arms, APR 1993 Ammunition, and Explosives
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252.225-7000 252.225-7001 252.225-7002 252.225-7003 252.225-7004 252.225-7006 252.225-7007

252.225-7008 252.225-7009 252.225-7010 252.225-7011 252.225-7012 252.225-7013 252.225-7020 252.225-7021 252.225-7022 252.225-7023 252.225-7024 252.225-7027 252.225-7028 252.225-7031 252.225-7035 252.225-7036 252.225-7040

Buy American Act-Balance of Payments Program SEP 1999 Certificate Buy American Act And Balance Of Payments DEC 2009 Program Qualifying Country Sources As Subcontractors JAN 2009 Report of Intended Performance Outside of the APR 2003 United States and Canada Submission of Offer Report of Intended Performance Outside the United OCT 2010 States and Canada--Submission after Award Quarterly Reporting of Actual Contract OCT 2010 Performance Outside the United States Prohibition on Acquisition of Ammunition of OCT 2010 United States List Items from Communist Chinese Military Companies Restriction on Acquisition of Specialty Metals SEP 2006 Restriction on Acquisition of Certain Articles JUL 2009 Containing Specialty Metals Commercial Derivative Military Article Specialty JAN 2011 Metals Compliance Certificate Restriction on Acquisition of Supercomputers JUL 2009 Preference for Certain Domestic Commodities JUN 2005 Duty-Free Entry JUN 2010 Trade Agreements Certificate DEC 2009 Trade Agreements JAN 2005 Trade Agreements Certificate-Inclusion of Iraqi NOV 2009 End Products Preference for Products or Services from Iraq or SEP 2008 Afghanistan Requirement for Products or Services from Iraq or APR 2010 Afghanistan Restriction on Contingent Fees for Foreign Military APR 2010 Sales Exclusionary Policies and Practices of Foreign APR 2003 Governments Secondary Arab Boycott of Israel APR 2003 Buy American Act Free Trade Agreements JUN 2005 Balance of Payments Program Certificate Buy American Act Free Trade Agreements DEC 2010 Balance of Payments Program Contractor Personnel Authorized to Accompany DEC 2010 U.S. Armed Forced Deployed Outside the United States Correspondence in English JUL 2009 Authorization to Perform JUN 1997
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252.225-7041 252.225-7042

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252.225-7043 252.225-7044 252.225-7045 252.226-7001

252.227-7000 252.227-7001 252.227-7003 252.227-7004 252.227-7005 252.227-7011 252.227-7013 252.227-7014

252.227-7015 252.227-7016 252.227-7017 252.227-7019 252.227-7020 252.227-7021 252.227-7022 252.227-7023 252.227-7024 252.227-7025

252.227-7026 252.227-7027 252.227-7030 252.227-7032 252.227-7033 252.227-7037

Antiterrorism / Force Protection for Defense APR 2003 Contractors Outside the United States Balance of Payments Program Construction MAR 2006 Material Balance of Payments Program Construction OCT 2010 Material under Trade Agreements Utilization of Indian Organizations and IndianJAN 2009 Owned Economic Enterprises, and Native Hawaiian Small Business Concerns Non-Estoppel SEP 2004 Release of Past Infringement OCT 1966 Termination AUG 1984 License Grant AUG 1984 License Term AUG 1984 Asssignments OCT 2001 Rights in Technical Data--Noncommercial Items AUG 1984 Rights in Noncommercial Computer Software and NOV 1995 Noncommercial Computer Software Documentation Technical Data--Commercial Items JUN 1995 Rights in Bid or Proposal Information MAR 2011 Identification and Assertion of Use, Release or JUN 1995 Disclosure Restrictions Validation of Asserted Restrictions--Computer JAN 2011 Software Rights In Data--Special Works JUN 1995 Rights In Data--Existing Works JUN 1995 Government Rights (Unlimited) MAR 1979 Drawings and Other Data to Become Property of MAR 1979 Government Notice and Approval of Restricted Designs MAR 1979 Limitations on the Use or Disclosure of APR 1984 Government-Furnished Information Marked with Restrictive Legends Deferred Delivery Of Technical Data Or Computer JUN 1995 Software Deferred Ordering Of Technical Data Or Computer APR 1988 Software Technical Data--Withholding Of Payment APR 1988 Rights in Technical Data and Computer Software MAR 2000 (Foreign) Rights in Shop Drawings JUN 1975 Validation of Restrictive Markings on Technical APR 1966 Data
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252.227-7038 252.227-7039 252.228-7000 252.228-7001 252.228-7003 252.228-7004 252.228-7005 252.228-7006 252.229-7001 252.229-7006 252.229-7007 252.229-7008 252.229-7009 252.229-7010 252.231-7000 252.232.7002 252.232-7003 252.232-7004 252.232-7007 252.232-7008 252.232-7010 252.233-7001 252.235-7000 252.235-7001 252.235-7003 252.235-7011 252.236-7000 252.236-7001 252.236-7006 252.236-7007 252.236-7010 252.236-7011 252.237-7023 252.237-7024 252.239-7000

Patent Rights Ownership by the Contractor (Large Business) Patents--Reporting Of Subject Inventions Reimbursement for War-Hazard Losses Ground And Flight Risk Capture and Detention Bonds or Other Security Accident Reporting And Investigation Involving Aircraft, Missiles, And Space Launch Vehicles Compliance with Spanish Laws and Insurance Tax Relief Value Added Tax Exclusion (United Kingdom) Verification of United States Receipt of Goods Relief from Import Duty (United Kingdom) Relief from Customs Duty and Value Added Tax on Fuel (Passenger Vehicles)(United Kingdom) Relief from Customs Duty on Fuel (United Kingdom) Supplemental Cost Principles Progress Payments for Foreign Military Sales Acquisitions Electronic Submission of Payment Requests and Receiving Reports DoD Progress Payments Rates Limitation Of Government's Obligation Assignment of Claims (Overseas) Levies on Contract Payments Choice of Law (Overseas) Indemnification under 10 U.S.C. 2354-Fixed Price Indemnification under 10 U.S.C. 2354-Cost Reimbursement Frequency Authorization Final Scientific or Technical Report Modification Proposals Price Breakdown Contract Drawings and Specifications Cost Limitation Additive or Deductive Items Overseas Military Construction Preference for United States Firms Overseas Architect Engineer Services Restriction to United States Firms Continuation of Essential Contractor Services Notice of Continuation of Essential Contractor Services Protection Against Compromising Emanations
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SEP 1999 DEC 2007 APR 1990 DEC 1991 JUN 2010 DEC 1991 DEC 1991 DEC 1991 DEC 1998 JUN 1997 JUN 1997 JUN 1997 JUN 1997 JUN 1997 JUN 1997 DEC 1991 DEC 1991 MAR 2008 OCT 2001 MAY 2006 JUN 1997 DEC 2006 JUN 1997 DEC 1991 DEC 1991 DEC 1991 NOV 2004 DEC 1991 AUG 2000 JAN 1997 DEC 1991 JAN 1997 JAN 1997 OCT 2010 OCT 2010

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252.239-7001 252.239-7016 252.243-7001 252.243-7002 252.244-7000 252.245-7001 252.245-7002 252.246-7001 252.247-7022 252.247-7023 252.247-7024 252.251-7000

Information Assurance Contractor Training and JUN 2004 Certification Telecommunications Security Equipment, Devices, JAN 2008 Techniques, And Services Pricing Of Contract Modifications DEC 1991 Requests for Equitable Adjustment DEC 1991 Subcontracts for Commercial Items and MAR 1998 Commercial Components (DoD Contracts) Tagging, Labeling and Marking of Government- AUG 2009 Furnished Property Reporting Loss of Government Property FEB 2011 Warranty Of Data FEB 2011 Representation of Extent of Transportation by Sea DEC 1991 Transportation of Supplies by Sea AUG 1992 Notification of Transportation of Supplies by Sea MAY 2002 Ordering from Government Supply Sources MAR 2000

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CLAUSES INCORPORATED BY FULL TEXT 52.204-9 2011) PERSONAL IDENTITY VERIFICATION OF CONTRACTOR PERSONNEL (JAN

(a) The Contractor shall comply with agency personal identity verification procedures identified in the contract that implement Homeland Security Presidential Directive-12 (HSPD-12), Office of Management and Budget (OMB) guidance M-05-24, and Federal Information Processing Standards Publication (FIPS PUB) Number 201. (b) The Contractor shall account for all forms of Government-provided identification issued to the Contractor employees in connection with performance under this contract. The Contractor shall return such identification to the issuing agency at the earliest of any of the following, unless otherwise determined by the Government: (1) When no longer needed for contract performance. (2) Upon completion of the Contractor employee's employment. (3) Upon contract completion or termination. (c) The Contracting Officer may delay final payment under a contract if the Contractor fails to comply with these requirements. (d) The Contractor shall insert the substance of this clause, including this paragraph (d), in all subcontracts when the subcontractor`s employees are required to have routine physical access to a Federally-controlled facility and/or routine access to a Federally-controlled information system. It shall be the responsibility of the prime Contractor to return such identification to the issuing agency in accordance with the terms set forth in paragraph (b) of this section, unless otherwise approved in writing by the Contracting Officer. (End of Clause)

52.216-18

ORDERING (OCT 1995)

(a) Any supplies and services to be furnished under this contract shall be ordered by issuance of delivery orders or task orders by the individuals or activities designated in the Schedule. Such orders may be issued for sixty (60) months from the effective date of the contract. In the event FAR 52.217-8, Option to Extend Services, is exercised, the ordering period may be extended up to an additional 6 months. (b) All delivery orders or task orders are subject to the terms and conditions of this contract. In the event of conflict between a delivery order or task order and this contract, the contract shall control.
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(c) If mailed, a delivery order or task order is considered "issued" when the Government deposits the order in the mail. Orders may be issued orally, by facsimile, or by electronic commerce methods only if authorized in the Schedule. (End of clause)

52.216-19

ORDER LIMITATIONS (OCT 1995)

(a) Minimum order. When the Government requires supplies or services covered by this contract in an amount of less than $25,000, the Government is not obligated to purchase, nor is the Contractor obligated to furnish, those supplies or services under the contract. (b) Maximum order. The Contractor is not obligated to honor: (1) Any order for a single item in excess of $500M; (2) Any order for a combination of items in excess of $500M; or (3) A series of orders from the same ordering office within 7 days that together call for quantities exceeding the limitation in subparagraph (1) or (2) above. (c) If this is a requirements contract (i.e., includes the Requirements clause at subsection 52.21621 of the Federal Acquisition Regulation (FAR)), the Government is not required to order a part of any one requirement from the Contractor if that requirement exceeds the maximum-order limitations in paragraph (b) above. (d) Notwithstanding paragraphs (b) and (c) above, the Contractor shall honor any order exceeding the maximum order limitations in paragraph (b), unless that order (or orders) is returned to the ordering office within 3 days after issuance, with written notice stating the Contractor's intent not to ship the item (or items) called for and the reasons. Upon receiving this notice, the Government may acquire the supplies or services from another source. (End of clause)

52.216-22

INDEFINITE QUANTITY (OCT 1995)

(a) This is an indefinite-quantity contract for the supplies or services specified, and effective for the period stated, in the Schedule. The quantities of supplies and services specified in the Schedule are estimates only and are not purchased by this contract. (b) Delivery or performance shall be made only as authorized by orders issued in accordance with the Ordering clause. The Contractor shall furnish to the Government, when and if ordered,
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the supplies or services specified in the Schedule up to and including the quantity designated in the Schedule as the "maximum". The Government shall order at least the quantity of supplies or services designated in the Schedule as the "minimum". (c) Except for any limitations on quantities in the Order Limitations clause or in the Schedule, there is no limit on the number of orders that may be issued. The Government may issue orders requiring delivery to multiple destinations or performance at multiple locations. (d) Any order issued during the effective period of this contract and not completed within that period shall be completed by the Contractor within the time specified in the order. The contract shall govern the Contractor's and Government's rights and obligations with respect to that order to the same extent as if the order were completed during the contract's effective period; provided, that the Contractor shall not be required to make any deliveries under this contract after sixty (60) months from the effective date of the contract. (End of clause)

52.217-9

OPTION TO EXTEND THE TERM OF THE CONTRACT (MAR 2000)

* NOTE THIS CLAUSE IS APPLICABLE AT THE BASIC CONTRACT LEVEL AND MAY BE INCLUDED AT THE TASK ORDER LEVEL. THE TERMS FOR THE BASIC ARE AS FOLLOWS: (a) The Government may extend the term of this contract by written notice to the Contractor within 7 days; provided that the Government gives the Contractor a preliminary written notice of its intent to extend at least 10 days before the contract expires. The preliminary notice does not commit the Government to an extension. (b) If the Government exercises this option, the extended contract shall be considered to include this option clause. (c) The total duration of this contract, including the exercise of any options under this clause, shall not exceed 60 months unless FAR 52.217-8 is exercised, in which case the duration shall not exceed 66 months. WHEN INCORPORATED AT THE TASK ORDER LEVEL, THE APPLICABLE INFORMATION WILL BE SET FORTH IN THE TASK ORDER. (End of clause)

52.222-39 NOTIFICATION OF EMPLOYEE RIGHTS CONCERNING PAYMENT OF UNION DUES OR FEES (DEC 2004)
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(a) Definition. As used in this clause-United States means the 50 States, the District of Columbia, Puerto Rico, the Northern Mariana Islands, American Samoa, Guam, the U.S. Virgin Islands, and Wake Island. (b) Except as provided in paragraph (e) of this clause, during the term of this contract, the Contractor shall post a notice, in the form of a poster, informing employees of their rights concerning union membership and payment of union dues and fees, in conspicuous places in and about all its plants and offices, including all places where notices to employees are customarily posted. The notice shall include the following information (except that the information pertaining to National Labor Relations Board shall not be included in notices posted in the plants or offices of carriers subject to the Railway Labor Act, as amended (45 U.S.C. 151-188)). Notice to Employees Under Federal law, employees cannot be required to join a union or maintain membership in a union in order to retain their jobs. Under certain conditions, the law permits a union and an employer to enter into a union-security agreement requiring employees to pay uniform periodic dues and initiation fees. However, employees who are not union members can object to the use of their payments for certain purposes and can only be required to pay their share of union costs relating to collective bargaining, contract administration, and grievance adjustment. If you do not want to pay that portion of dues or fees used to support activities not related to collective bargaining, contract administration, or grievance adjustment, you are entitled to an appropriate reduction in your payment. If you believe that you have been required to pay dues or fees used in part to support activities not related to collective bargaining, contract administration, or grievance adjustment, you may be entitled to a refund and to an appropriate reduction in future payments. For further information concerning your rights, you may wish to contact the National Labor Relations Board (NLRB) either at one of its Regional offices or at the following address or toll free number: National Labor Relations Board Division of Information 1099 14th Street, N.W. Washington, DC 20570 1-866-667-6572 1-866-316-6572 (TTY) To locate the nearest NLRB office, see NLRB's website at http://www.nlrb.gov. (c) The Contractor shall comply with all provisions of Executive Order 13201 of February 17, 2001, and related implementing regulations at 29 CFR part 470, and orders of the Secretary of Labor.
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(d) In the event that the Contractor does not comply with any of the requirements set forth in paragraphs (b), (c), or (g), the Secretary may direct that this contract be cancelled, terminated, or suspended in whole or in part, and declare the Contractor ineligible for further Government contracts in accordance with procedures at 29 CFR part 470, Subpart B--Compliance Evaluations, Complaint Investigations and Enforcement Procedures. Such other sanctions or remedies may be imposed as are provided by 29 CFR part 470, which implements Executive Order 13201, or as are otherwise provided by law. (e) The requirement to post the employee notice in paragraph (b) does not apply to-(1) Contractors and subcontractors that employ fewer than 15 persons; (2) Contractor establishments or construction work sites where no union has been formally recognized by the Contractor or certified as the exclusive bargaining representative of the Contractor's employees; (3) Contractor establishments or construction work sites located in a jurisdiction named in the definition of the United States in which the law of that jurisdiction forbids enforcement of unionsecurity agreements; (4) Contractor facilities where upon the written request of the Contractor, the Department of Labor Deputy Assistant Secretary for Labor-Management Programs has waived the posting requirements with respect to any of the Contractor's facilities if the Deputy Assistant Secretary finds that the Contractor has demonstrated that-(i) The facility is in all respects separate and distinct from activities of the Contractor related to the performance of a contract; and (ii) Such a waiver will not interfere with or impede the effectuation of the Executive order; or (5) Work outside the United States that does not involve the recruitment or employment of workers within the United States. (f) The Department of Labor publishes the official employee notice in two variations; one for contractors covered by the Railway Labor Act and a second for all other contractors. The Contractor shall-(1) Obtain the required employee notice poster from the Division of Interpretations and Standards, Office of Labor-Management Standards, U.S. Department of Labor, 200 Constitution Avenue, NW, Room N-5605, Washington, DC 20210, or from any field office of the Department's Office of Labor-Management Standards or Office of Federal Contract Compliance Programs;

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(2) Download a copy of the poster from the Office of Labor-Management Standards website at http://www.olms.dol.gov; or (3) Reproduce and use exact duplicate copies of the Department of Labor's official poster. (g) The Contractor shall include the substance of this clause in every subcontract or purchase order that exceeds the simplified acquisition threshold, entered into in connection with this contract, unless exempted by the Department of Labor Deputy Assistant Secretary for LaborManagement Programs on account of special circumstances in the national interest under authority of 29 CFR 470.3(c). For indefinite quantity subcontracts, the Contractor shall include the substance of this clause if the value of orders in any calendar year of the subcontract is expected to exceed the simplified acquisition threshold. Pursuant to 29 CFR part 470, Subpart B-Compliance Evaluations, Complaint Investigations and Enforcement Procedures, the Secretary of Labor may direct the Contractor to take such action in the enforcement of these regulations, including the imposition of sanctions for noncompliance with respect to any such subcontract or purchase order. If the Contractor becomes involved in litigation with a subcontractor or vendor, or is threatened with such involvement, as a result of such direction, the Contractor may request the United States, through the Secretary of Labor, to enter into such litigation to protect the interests of the United States. (End of clause)

52.222-50

COMBATING TRAFFICKING IN PERSONS (FEB 2009)

(a) Definitions. As used in this clause-Coercion means-(1) Threats of serious harm to or physical restraint against any person; (2) Any scheme, plan, or pattern intended to cause a person to believe that failure to perform an act would result in serious harm to or physical restraint against any person; or (3) The abuse or threatened abuse of the legal process. Commercial sex act means any sex act on account of which anything of value is given to or received by any person. Debt bondage means the status or condition of a debtor arising from a pledge by the debtor of his or her personal services or of those of a person under his or her control as a security for debt, if the value of those services as reasonably assessed is not applied toward the liquidation of the debt or the length and nature of those services are not respectively limited and defined.

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Employee means an employee of the Contractor directly engaged in the performance of work under the contract who has other than a minimal impact or involvement in contract performance. Forced Labor means knowingly providing or obtaining the labor or services of a person-(1) By threats of serious harm to, or physical restraint against, that person or another person; (2) By means of any scheme, plan, or pattern intended to cause the person to believe that, if the person did not perform such labor or services, that person or another person would suffer serious harm or physical restraint; or (3) By means of the abuse or threatened abuse of law or the legal process. Involuntary servitude includes a condition of servitude induced by means of-(1) Any scheme, plan, or pattern intended to cause a person to believe that, if the person did not enter into or continue in such conditions, that person or another person would suffer serious harm or physical restraint; or (2) The abuse or threatened abuse of the legal process. Severe forms of trafficking in persons means-(1) Sex trafficking in which a commercial sex act is induced by force, fraud, or coercion, or in which the person induced to perform such act has not attained 18 years of age; or (2) The recruitment, harboring, transportation, provision, or obtaining of a person for labor or services, through the use of force, fraud, or coercion for the purpose of subjection to involuntary servitude, peonage, debt bondage, or slavery. Sex trafficking means the recruitment, harboring, transportation, provision, or obtaining of a person for the purpose of a commercial sex act. (b) Policy. The United States Government has adopted a zero tolerance policy regarding trafficking in persons. Contractors and contractor employees shall not-(1) Engage in severe forms of trafficking in persons during the period of performance of the contract; (2) Procure commercial sex acts during the period of performance of the contract; or (3) Use forced labor in the performance of the contract. (c) Contractor requirements. The Contractor shall-DRAFT

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(1) Notify its employees of-(i) The United States Government's zero tolerance policy described in paragraph (b) of this clause; and (ii) The actions that will be taken against employees for violations of this policy. Such actions may include, but are not limited to, removal from the contract, reduction in benefits, or termination of employment; and (2) Take appropriate action, up to and including termination, against employees or subcontractors that violate the policy in paragraph (b) of this clause. (d) Notification. The Contractor shall inform the Contracting Officer immediately of-(1) Any information it receives from any source (including host country law enforcement) that alleges a Contractor employee, subcontractor, or subcontractor employee has engaged in conduct that violates this policy; and (2) Any actions taken against Contractor employees, subcontractors, or subcontractor employees pursuant to this clause. (e) Remedies. In addition to other remedies available to the Government, the Contractor's failure to comply with the requirements of paragraphs (c), (d), or (f) of this clause may result in -(1) Requiring the Contractor to remove a Contractor employee or employees from the performance of the contract; (2) Requiring the Contractor to terminate a subcontract; (3) Suspension of contract payments; (4) Loss of award fee, consistent with the award fee plan, for the performance period in which the Government determined Contractor non-compliance; (5) Termination of the contract for default or cause, in accordance with the termination clause of this contract; or (6) Suspension or debarment. (f) Subcontracts. The Contractor shall include the substance of this clause, including this paragraph (f), in all subcontracts. (g) Mitigating Factor. The Contracting Officer may consider whether the Contractor had a Trafficking in Persons awareness program at the time of the violation as a mitigating factor when determining remedies. Additional information about Trafficking in Persons and examples of
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awareness programs can be found at the website for the Department of State's Office to Monitor and Combat Trafficking in Persons at http://www.state.gov/g/tip. (End of clause)

52.222-50 2007)

COMBATING TRAFFICKING IN PERSONS (AUG 2007) ALTERNATE I (AUG

(a) Definitions. As used in this clause-Coercion means-(1) Threats of serious harm to or physical restraint against any person; (2) Any scheme, plan, or pattern intended to cause a person to believe that failure to perform an act would result in serious harm to or physical restraint against any person; or (3) The abuse or threatened abuse of the legal process. Commercial sex act means any sex act on account of which anything of value is given to or received by any person. Debt bondage means the status or condition of a debtor arising from a pledge by the debtor of his or her personal services or of those of a person under his or her control as a security for debt, if the value of those services as reasonably assessed is not applied toward the liquidation of the debt or the length and nature of those services are not respectively limited and defined. Employee means an employee of the Contractor directly engaged in the performance of work under the contract who has other than a minimal impact or involvement in contract performance. Involuntary servitude includes a condition of servitude induced by means of-(1) Any scheme, plan, or pattern intended to cause a person to believe that, if the person did not enter into or continue in such conditions, that person or another person would suffer serious harm or physical restraint; or (2) The abuse or threatened abuse of the legal process. Severe forms of trafficking in persons means-(1) Sex trafficking in which a commercial sex act is induced by force, fraud, or coercion, or in which the person induced to perform such act has not attained 18 years of age; or

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(2) The recruitment, harboring, transportation, provision, or obtaining of a person for labor or services, through the use of force, fraud, or coercion for the purpose of subjection to involuntary servitude, peonage, debt bondage, or slavery. Sex trafficking means the recruitment, harboring, transportation, provision, or obtaining of a person for the purpose of a commercial sex act. (b) Policy. The United States Government has adopted a zero tolerance policy regarding trafficking in persons. Contractors and contractor employees shall not-(1) Engage in severe forms of trafficking in persons during the period of performance of the contract; (2) Procure commercial sex acts during the period of performance of the contract; or (3) Use forced labor in the performance of the contract. (c) Contractor requirements. The Contractor shall-(1) Notify its employees of-(i) (A) The United States Government's zero tolerance policy described in paragraph (b) of this clause; and (B) The following directive(s) or notice(s) applicable to employees performing work at the contract place(s) of performance as indicated below: (TO BE COMPLETED AT TASK ORDER LEVEL) ---------------------------------------------------------------------------------------------------------------Document may be Document Title obtained from: Applies Performance to in/at: ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------(Contracting Officer shall insert title of directive/notice; indicate the document is attached or provide source (such as website link) for obtaining document; and, indicate the contract performance location outside the U.S. to which the document applies.) (ii) The actions that will be taken against employees for violations of this policy. Such actions may include, but are not limited to, removal from the contract, reduction in benefits, or termination of employment; and

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(2) Take appropriate action, up to and including termination, against employees or subcontractors that violate the policy in paragraph (b) of this clause. (d) Notification. The Contractor shall inform the Contracting Officer immediately of (1) Any information it receives from any source (including host country law enforcement) that alleges a Contractor employee, subcontractor, or subcontractor employee has engaged in conduct that violates this policy; and (2) Any actions taken against Contractor employees, subcontractors, or subcontractor employees pursuant to this clause. (e) Remedies. In addition to other remedies available to the Government, the Contractor's failure to comply with the requirements of paragraphs (c), (d), or (f) of this clause may render the Contractor subject to-(1) Required removal of a Contractor employee or employees from the performance of the contract; (2) Required subcontractor termination; (3) Suspension of contract payments; (4) Loss of award fee, consistent with the award fee plan, for the performance period in which the Government determined Contractor non-compliance; (5) Termination of the contract for default or cause, in accordance with the termination clause of this contract; or (6) Suspension or debarment. (f) Subcontracts. The Contractor shall include the substance of this clause, including this paragraph (f), in all subcontracts. (End of clause)

52.225-1

BUY AMERICAN ACT--SUPPLIES (FEB 2009)

(a) Definitions. As used in this clause-Commercially available off-the-shelf (COTS) item (1) Means any item of supply (including construction material) that is-DRAFT

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(i) A commercial item (as defined in paragraph (1) of the definition at FAR 2.101); (ii) Sold in substantial quantities in the commercial marketplace; and (iii) Offered to the Government, under a contract or subcontract at any tier, without modification, in the same form in which it is sold in the commercial marketplace; and (2) Does not include bulk cargo, as defined in section 3 of the Shipping Act of 1984 (46 U.S.C. App. 1702), such as agricultural products and petroleum products. Component means an article, material, or supply incorporated into an end product. Cost of components means-(1) For components purchased by the Contractor, the acquisition cost, including transportation costs to the place of incorporation into the end product (whether or not such costs are paid to a domestic firm), and any applicable duty (whether or not a duty-free entry certificate is issued); or (2) For components manufactured by the Contractor, all costs associated with the manufacture of the component, including transportation costs as described in paragraph (1) of this definition, plus allocable overhead costs, but excluding profit. Cost of components does not include any costs associated with the manufacture of the end product. Domestic end product means-(1) An unmanufactured end product mined or produced in the United States; (2) An end product manufactured in the United States, if-(i) The cost of its components mined, produced, or manufactured in the United States exceeds 50 percent of the cost of all its components. Components of foreign origin of the same class or kind as those that the agency determines are not mined, produced, or manufactured in sufficient and reasonably available commercial quantities of a satisfactory quality are treated as domestic. Scrap generated, collected, and prepared for processing in the United States is considered domestic; or (ii) The end product is a COTS item. End product means those articles, materials, or supplies to be acquired under the contract for public use. Foreign end product means an end product other than a domestic end product. United States means the 50 States, the District of Columbia and outlying areas.
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(b) The Buy American Act (41 U.S.C. 10a - 10d) provides a preference for domestic end products for supplies acquired for use in the United States. In accordance with 41 U.S.C. 431, the component test of the Buy American Act is waived for an end product that is a COTS item (See 12.505(a)(1)). (c) Offerors may obtain from the Contracting Officer a list of foreign articles that the Contracting Officer will treat as domestic for this contract. (d) The Contractor shall deliver only domestic end products except to the extent that it specified delivery of foreign end products in the provision of the solicitation entitled Buy American Act Certificate. (End of clause) 52.227-12 PATENT RIGHTS--RETENTION BY THE CONTRACTOR (LONG FORM) (JAN 1997) (a) Definitions. "Invention" means any invention or discovery which is or may be patentable or otherwise protectable under title 35 of the United States Code or any novel variety of plant that is or may be protectable under the Plant Variety Protection Act (7 U.S.C. 2321, et seq.). "Made" when used in relation to any invention means the conception or first actual reduction to practice of such invention. "Nonprofit organization" means a domestic university or other institution of higher education or an organization of the type described in section 501(c)(3) of the Internal Revenue Code of 1954 (26 U.S.C. 501(c)) and exempt from taxation under section 501(a) of the Internal Revenue Code (26 U.S.C. 501(a)) or any nonprofit scientific or educational organization qualified under a state nonprofit organization statute. "Practical application" means to manufacture in the case of a composition or product, to practice in the case of a process or method, or to operate in the case of a machine or system; and, in each case, under such conditions as to establish that the invention is being utilized and that its benefits are, to the extent permitted by law or Government regulations, available to the public on reasonable terms. "Small business firm" means a small business concern as defined at section 2 of Pub. L. 85-536 (15 U.S.C. 632) and implementing regulations of the Administrator of the Small Business Administration. For the purpose of this clause, the size standards for small business concerns involved in Government procurement and subcontracting at 13 CFR 121.3-8 and 13 CFR 121.312, respectively, will be used. "Subject invention" means any invention of the Contractor conceived or first actually reduced to practice in the performance of work under this contract; provided, that in the case of a variety of
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plant, the date of determination (as defined in section 41(d) of the Plant Variety Protection Act, 7 U.S.C. 2401(d)) must also occur during the period of contract performance. (b) Allocation of principal rights. The Contractor may elect to retain the entire right, title, and interest throughout the world to each subject invention subject to the provisions of this clause and 35 U.S.C. 203. With respect to any subject invention in which the Contractor elects to retain title, the Federal Government shall have a nonexclusive, nontransferable, irrevocable, paid-up license to practice or have practiced for or on behalf of the United States the subject invention throughout the world. (c) Invention disclosure, election of title, and filing of patent applications by Contractor. (1) The Contractor shall disclose each subject invention to the Contracting Officer within 2 months after the inventor discloses it in writing to Contractor personnel responsible for patent matters or within 6 months after the Contractor becomes aware that a subject invention has been made, whichever is earlier. The disclosure to the Contracting Officer shall be in the form of a written report and shall identify the contract under which the invention was made and the inventor(s). It shall be sufficiently complete in technical detail to convey a clear understanding, to the extent known at the time of the disclosure, of the nature, purpose, operation, and physical, chemical, biological, or electrical characteristics of the invention. The disclosure shall also identify any publication, on sale, or public use of the invention and whether a manuscript describing the invention has been submitted for publication and, if so, whether it has been accepted for publication at the time of disclosure. In addition, after disclosure to the Contracting Officer, the Contractor shall promptly notify the Contracting Officer of the acceptance of any manuscript describing the invention for publication or of any on sale or public use planned by the Contractor. (2) The Contractor shall elect in writing whether or not to retain title to any such invention by notifying the Federal agency at the time of disclosure or within 8 months of disclosure, as to those countries (including the United States) in which the Contractor will retain title; provided, that in any case where publication, on sale, or public use has initiated the 1-year statutory period wherein valid patent protection can still be obtained in the United States, the period of election of title may be shortened by the agency to a date that is no more than 60 days prior to the end of the statutory period. (3) The Contractor shall file its initial patent application on an elected invention within 1 year after election or, if earlier, prior to the end of any statutory period wherein valid patent protection can be obtained in the United States after a publication, on sale, or public use. The Contractor shall file patent applications in additional countries (including the European Patent Office and under the Patent Cooperation Treaty) within either 10 months of the corresponding initial patent application or 6 months from the date permission is granted by the Commissioner of Patents and Trademarks to file foreign patent applications where such filing has been prohibited by a Secrecy Order. (4) Requests for extension of the time for disclosure to the Contracting Officer, election, and filing may, at the discretion of the funding Federal agency, be granted, and will normally be
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granted unless the Contracting Officer has reason to believe that a particular extension would prejudice the Government's interest. (d) Conditions when the Government may obtain title. The Contractor shall convey to the Federal agency, upon written request, title to any subject invention-(1) If the Contractor elects not to retain title to a subject invention; (2) If the Contractor fails to disclose or elect the subject invention within the times specified in paragraph (c) above (the agency may only request title within 60 days after learning of the Contractor's failure to report or elect within the specified times); (3) In those countries in which the Contractor fails to file patent applications within the time specified in paragraph (c) above; provided, however, that if the Contractor has filed a patent application in a country after the times specified in paragraph (c) above, but prior to its receipt of the written request of the Federal agency, the Contractor shall continue to retain title in that country; or (4) In any country in which the Contractor decides not to continue the prosecution of any application for, to pay the maintenance fees on, or defend in reexamination or opposition proceeding on, a patent on a subject invention. (e) Minimum rights to Contractor. (1) The Contractor shall retain a nonexclusive, royalty-free license throughout the world in each subject invention to which the Government obtains title except if the Contractor fails to disclose the subject invention within the times specified in paragraph (c) above. The Contractor's license extends to its domestic subsidiaries and affiliates, if any, within the corporate structure of which the Contractor is a part and includes the right to grant sublicenses of the same scope to the extent the Contractor was legally obligated to do so at the time the contract was awarded. The license is transferable only with the approval of the funding Federal agency except when transferred to the successor of that part of the Contractor's business to which the invention pertains. (2) The Contractor's domestic license may be revoked or modified by the funding Federal agency to the extent necessary to achieve expeditious practical application of the subject invention pursuant to an application for an exclusive license submitted in accordance with applicable provisions in the Federal Property Management Regulations and agency licensing regulations (if any). This license shall not be revoked in that field of use or the geographical areas in which the Contractor has achieved practical application and continues to make the benefits of the invention reasonably accessible to the public. The license in any foreign country may be revoked or modified at the discretion of the funding Federal agency to the extent the Contractor, its licensees, or its domestic subsidiaries or affiliates have failed to achieve practical application in that foreign country. (3) Before revocation or modification of the license, the funding Federal agency shall furnish the Contractor a written notice of its intention to revoke or modify the license, and the Contractor
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shall be allowed 30 days (or such other time as may be authorized by the funding Federal agency for good cause shown by the Contractor) after the notice to show cause why the license should not be revoked or modified. The Contractor has the right to appeal, in accordance with applicable agency licensing regulations and 37 CFR 404 concerning the licensing of Government-owned inventions, any decision concerning the revocation or modification of its license. (f) Contractor action to protect the Government's interest. (1) The Contractor agrees to execute or to have executed and promptly deliver to the Federal agency all instruments necessary to (i) establish or confirm the rights the Government has throughout the world in those subject inventions to which the Contractor elects to retain title, and (ii) convey title to the Federal agency when requested under paragraph (d) above and subparagraph (n)(2) below, and to enable the Government to obtain patent protection throughout the world in that subject invention. (2) The Contractor agrees to require, by written agreement, its employees, other than clerical and nontechnical employees, to disclose promptly in writing to personnel identified as responsible for the administration of patent matters and in a format suggested by the Contractor each subject invention made under contract in order that the Contractor can comply with the disclosure provisions of paragraph (c) above, and to execute all papers necessary to file patent applications on subject inventions and to establish the Government's rights in the subject inventions. This disclosure format should require, as a minimum, the information required by subparagraph (c)(1) above. The Contractor shall instruct such employees through employee agreements or other suitable educational programs on the importance of reporting inventions in sufficient time to permit the filing of patent applications prior to U.S. or foreign statutory bars. (3) The Contractor shall notify the Federal agency of any decision not to continue the prosecution of a patent application, pay maintenance fees, or defend in a reexamination or opposition proceeding on a patent, in any country, not less than 30 days before the expiration of the response period required by the relevant patent office. (4) The Contractor agrees to include, within the specification of any United States patent application and any patent issuing thereon covering a subject invention, the following statement: "This invention was made with Government support under (identify the contract) awarded by (identify the Federal agency). The Government has certain rights in this invention." (5) The Contractor shall establish and maintain active and effective procedures to assure that subject inventions are promptly identified and disclosed to Contractor personnel responsible for patent matters within 6 months of conception and/or first actual reduction to practice, whichever occurs first in performance of work under this contract. These procedures shall include the maintenance of laboratory notebooks or equivalent records and other records as are reasonably necessary to document the conception and/or the first actual reduction to practice of subject inventions, and records that show that the procedures for identifying and disclosing the inventions are followed. Upon request, the Contractor shall furnish the Contracting Officer a description of such procedures for evaluation and for determination as to their effectiveness. (6) The Contractor agrees, when licensing a subject invention, to arrange to avoid royalty
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charges on acquisitions involving Government funds, including funds derived through Military Assistance Program of the Government or otherwise derived through the Government, to refund any amounts received as royalty charges on the subject invention in acquisitions for, or on behalf of, the Government, and to provide for such refund in any instrument transferring rights in the invention to any party. (7) The Contractor shall furnish the Contracting Officer the following: (i) Interim reports every 12 months (or such longer period as may be specified by the Contracting Officer) from the date of the contract, listing subject inventions during that period and stating that all subject inventions have been disclosed or that there are no such inventions. (ii) A final report, within 3 months after completion of the contracted work, listing all subject inventions or stating that there were no such inventions, and listing all subcontracts at any tier containing a patent rights clause or stating that there were no such subcontracts. (8) The Contractor shall promptly notify the Contracting Officer in writing upon the award of any subcontract at any tier containing a patent rights clause by identifying the subcontractor, the applicable patent rights clause, the work to be performed under the subcontract, and the dates of award and estimated completion. Upon request of the Contracting Officer, the Contractor shall furnish a copy of such subcontract, and no more frequently than annually, a listing of the subcontracts that have been awarded. (9) In the event of a refusal by a prospective subcontractor to accept one of the clauses in subparagraph (g)(1) or (2) below, the Contractor (i) shall promptly submit a written notice to the Contracting Officer setting forth the subcontractor's reasons for such refusal and other pertinent information that may expedite disposition of the matter and (ii) shall not proceed with such subcontracting without the written authorization of the Contracting Officer. (10) The Contractor shall provide, upon request, the filing date, serial number and title, a copy of the patent application (including an English-language version if filed in a language other than English), and patent number and issue date for any subject invention for which the Contractor has retained title. (11) Upon request, the Contractor shall furnish the Government an irrevocable power to inspect and make copies of the patent application file. (g) Subcontracts. (1) The Contractor shall include the clause at 52.227-11 of the Federal Acquisition Regulation (FAR), suitably modified to identify the parties, in all subcontracts, regardless of tier, for experimental, developmental, or research work to be performed by a small business firm or nonprofit organization. The subcontractor shall retain all rights provided for the Contractor in this clause, and the Contractor shall not, as part of the consideration for awarding the subcontract, obtain rights in the subcontractor's subject inventions. (2) The Contractor shall include this clause (FAR 52.227-12) in all other subcontracts, regardless
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of tier, for experimental, developmental, or research work. (3) In the case of subcontracts, at any tier, when the prime award with the Federal agency was a contract (but not a grant or cooperative agreement), the agency, subcontractor, and the Contractor agree that the mutual obligations of the parties created by this clause constitute a contract between the subcontractor and the Federal agency with respect to those matters covered by this clause. (h) Reporting utilization of subject inventions. The Contractor agrees to submit on request periodic reports no more frequently than annually on the utilization of a subject invention or on efforts at obtaining such utilization that are being made by the Contractor or its licensees or assignees. Such reports shall include information regarding the status of development, date of first commercial sale or use, gross royalties received by the Contractor, and such other data and information as the agency may reasonably specify. The Contractor also agrees to provide additional reports as may be requested by the agency in connection with any march-in proceedings undertaken by the agency in accordance with paragraph (j) of this clause. To the extent data or information supplied under this paragraph is considered by the Contractor, its licensee or assignee to be privileged and confidential and is so marked, the agency agrees that, to the extent permitted by law, it shall not disclose such information to persons outside the Government. (i) Preference for United States industry. Notwithstanding any other provision of this clause, the Contractor agrees that neither it nor any assignee will grant to any person the exclusive right to use or sell any subject invention in the United States unless such person agrees that any products embodying the subject invention will be manufactured substantially in the United States. However, in individual cases, the requirement for such an agreement may be waived by the Federal agency upon a showing by the Contractor or its assignee that reasonable but unsuccessful efforts have been made to grant licenses on similar terms to potential licensees that would be likely to manufacture substantially in the United States or that under the circumstances domestic manufacture is not commercially feasible. (j) March-in rights. The Contractor agrees that with respect to any subject invention in which it has acquired title, the Federal agency has the right in accordance with the procedures in FAR 27.304-1(g) to require the Contractor, an assignee, or exclusive licensee of a subject invention to grant a nonexclusive, partially exclusive, or exclusive license in any field of use to a responsible applicant or applicants, upon terms that are reasonable under the circumstances, and if the Contractor, assignee, or exclusive licensee refuses such a request, the Federal agency has the right to grant such a license itself if the Federal agency determines that-(1) Such action is necessary because the Contractor or assignee has not taken, or is not expected to take within a reasonable time, effective steps to achieve practical application of the subject invention in such field of use; (2) Such action is necessary to alleviate health or safety needs which are not reasonably satisfied by the Contractor, assignee, or their licensees; (3) Such action is necessary to meet requirements for public use specified by Federal regulations
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and such requirements are not reasonably satisfied by the Contractor, assignee, or licensees; or (4) Such action is necessary because the agreement required by paragraph (i) of this clause has not been obtained or waived or because a licensee of the exclusive right to use or sell any subject invention in the United States is in breach of such agreement. (k) Special provisions for contracts with nonprofit organizations. [Reserved] (l) Communications. (Complete according to agency instructions.)

(m) Other inventions. Nothing contained in this clause shall be deemed to grant to the Government any rights with respect to any invention other than a subject invention. (n) Examination of records relating to inventions. (1) The Contracting Officer or any authorized representative shall, until 3 years after final payment under this contract, have the right to examine any books (including laboratory notebooks), records, and documents of the Contractor relating to the conception or first reduction to practice of inventions in the same field of technology as the work under this contract to determine whether-(i) Any such inventions are subject inventions; (ii) The Contractor has established and maintains the procedures required by subparagraphs (f)(2) and (f)(3) of this clause; and (iii) The Contractor and its inventors have complied with the procedures. (2) If the Contracting Officer determines that an inventor has not disclosed a subject invention to the Contractor in accordance with the procedures required by subparagraph (f)(5) of this clause, the Contracting Officer may, within 60 days after the determination, request title in accordance with subparagraphs (d)(2) and (d)(3) of this clause. However, if the Contractor establishes that the failure to disclose did not result from the Contractor's fault or negligence, the Contracting Officer shall not request title. (3) If the Contracting Officer learns of an unreported Contractor invention which the Contracting Officer believes may be a subject invention, the Contractor may be required to disclose the invention to the agency for a determination of ownership rights. (4) Any examination of records under this paragraph shall be subject to appropriate conditions to protect the confidentiality of the information involved. (o) Withholding of payment (this paragraph does not apply to subcontracts). (1) Any time before final payment under this contract, the Contracting Officer may, in the Government's interest,
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withhold payment until a reserve not exceeding $50,000 or 5 percent of the amount of the contract, whichever is less, shall have been set aside if, in the Contracting Officer's opinion, the Contractor fails to-(i) Establish, maintain, and follow effective procedures for identifying and disclosing subject inventions pursuant to subparagraph (f)(5) above; (ii) Disclose any subject invention pursuant to subparagraph (c)(1) above; (iii) Deliver acceptable interim reports pursuant to subdivision (f)(7)(i) above; or (iv) Provide the information regarding subcontracts pursuant to subparagraph (f)(8) of this clause. (2) Such reserve or balance shall be withheld until the Contracting Officer has determined that the Contractor has rectified whatever deficiencies exist and has delivered all reports, disclosures, and other information required by this clause. (3) Final payment under this contract shall not be made before the Contractor delivers to the Contracting Officer all disclosures of subject inventions required by subparagraph (c)(1) above, an acceptable final report pursuant to subdivision (f)(7)(ii) above, and all past due confirmatory instruments. (4) The Contracting Officer may decrease or increase the sums withheld up to the maximum authorized above. No amount shall be withheld under this paragraph while the amount specified by this paragraph is being withheld under other provisions of the contract. The withholding of any amount or the subsequent payment thereof shall not be construed as a waiver of any Government right. (End of clause)

52.229-8

TAXES--FOREIGN COST-REIMBURSEMENT CONTRACTS (MAR 1990)

(a) Any tax or duty from which the United States Government is exempt by agreement with the Government of * , or from which the Contractor or any subcontractor under this contract is exempt under the laws of * , shall not constitute an allowable cost under this contract. (b) If the Contractor or subcontractor under this contract obtains a foreign tax credit that reduces its Federal income tax liability under the United States Internal Revenue Code (Title 26, U.S. Code) because of the payment of any tax or duty that was reimbursed under this contract, the amount of the reduction shall be paid or credited at the time of such offset to the Government of the United States as the Contracting Officer directs. *Information required by this clause will be provided in applicable task order(s).
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(End of clause) 52.232-19 AVAILABILITY OF FUNDS FOR THE NEXT FISCAL YEAR (APR 1984)

Funds are not presently available for performance under this contract beyond * . The Government's obligation for performance of this contract beyond that date is contingent upon the availability of appropriated funds from which payment for contract purposes can be made. No legal liability on the part of the Government for any payment may arise for performance under this contract beyond *, until funds are made available to the Contracting Officer for performance and until the Contractor receives notice of availability, to be confirmed in writing by the Contracting Officer. *30 September of each fiscal year included in the period of performance set forth in Section F. (End of clause) 52.243-7 NOTIFICATION OF CHANGES (APR 1984)

(a) Definitions. "Contracting Officer," as used in this clause, does not include any representative of the Contracting Officer. "Specifically authorized representative (SAR)," as used in this clause, means any person the Contracting Officer has so designated by written notice (a copy of which shall be provided to the Contractor) which shall refer to this subparagraph and shall be issued to the designated representative before the SAR exercises such authority. (b) Notice. The primary purpose of this clause is to obtain prompt reporting of Government conduct that the Contractor considers to constitute a change to this contract. Except for changes identified as such in writing and signed by the Contracting Officer, the Contractor shall notify the Administrative Contracting Officer in writing, within twenty-four (24) hours from the date that the Contractor identifies any Government conduct (including actions, inactions, and written or oral communications) that the Contractor regards as a change to the contract terms and conditions. On the basis of the most accurate information available to the Contractor, the notice shall state-(1) The date, nature, and circumstances of the conduct regarded as a change; (2) The name, function, and activity of each Government individual and Contractor official or employee involved in or knowledgeable about such conduct; (3) The identification of any documents and the substance of any oral communication involved in such conduct;
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(4) In the instance of alleged acceleration of scheduled performance or delivery, the basis upon which it arose; (5) The particular elements of contract performance for which the Contractor may seek an equitable adjustment under this clause, including-(i) What contract line items have been or may be affected by the alleged change; (ii) What labor or materials or both have been or may be added, deleted, or wasted by the alleged change; (iii) To the extent practicable, what delay and disruption in the manner and sequence of performance and effect on continued performance have been or may be caused by the alleged change; (iv) What adjustments to contract price, delivery schedule, and other provisions affected by the alleged change are estimated; and (6) The Contractor's estimate of the time by which the Government must respond to the Contractor's notice to minimize cost, delay or disruption of performance. (c) Continued performance. Following submission of the notice required by (b) above, the Contractor shall diligently continue performance of this contract to the maximum extent possible in accordance with its terms and conditions as construed by the Contractor, unless the notice reports a direction of the Contracting Officer or a communication from a SAR of the Contracting Officer, in either of which events the Contractor shall continue performance; provided, however, that if the Contractor regards the direction or communication as a change as described in (b) above, notice shall be given in the manner provided. All directions, communications, interpretations, orders and similar actions of the SAR shall be reduced to writing and copies furnished to the Contractor and to the Contracting Officer. The Contracting Officer shall countermand any action which exceeds the authority of the SAR. (d) Government response. The Contracting Officer shall promptly, within sixty (60) calendar days after receipt of notice, respond to the notice in writing. In responding, the Contracting Officer shall either-(1) Confirm that the conduct of which the Contractor gave notice constitutes a change and when necessary direct the mode of further performance; (2) Countermand any communication regarded as a change; (3) Deny that the conduct of which the Contractor gave notice constitutes a change and when necessary direct the mode of further performance; or
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(4) In the event the Contractor's notice information is inadequate to make a decision under (1), (2), or (3) above, advise the Contractor what additional information is required, and establish the date by which it should be furnished and the date thereafter by which the Government will respond. (e) Equitable adjustments. (1) If the Contracting Officer confirms that Government conduct effected a change as alleged by the Contractor, and the conduct causes an increase or decrease in the Contractor's cost of, or the time required for, performance of any part of the work under this contract, whether changed or not changed by such conduct, an equitable adjustment shall be made-(i) In the contract price or delivery schedule or both; and (ii) In such other provisions of the contract as may be affected. (2) The contract shall be modified in writing accordingly. In the case of drawings, designs or specifications which are defective and for which the Government is responsible, the equitable adjustment shall include the cost and time extension for delay reasonably incurred by the Contractor in attempting to comply with the defective drawings, designs or specifications before the Contractor identified, or reasonably should have identified, such defect. When the cost of property made obsolete or excess as a result of a change confirmed by the Contracting Officer under this clause is included in the equitable adjustment, the Contracting Officer shall have the right to prescribe the manner of disposition of the property. The equitable adjustment shall not include increased costs or time extensions for delay resulting from the Contractor's failure to provide notice or to continue performance as provided, respectively, in (b) and (c) above. Note: The phrases contract price and cost wherever they appear in the clause, may be appropriately modified to apply to cost-reimbursement or incentive contracts, or to combinations thereof. (End of clause)

52.244-2

SUBCONTRACTS (OCT 2010)

(a) Definitions. As used in this clause-Approved purchasing system means a Contractor's purchasing system that has been reviewed and approved in accordance with Part 44 of the Federal Acquisition Regulation (FAR). Consent to subcontract means the Contracting Officer's written consent for the Contractor to enter into a particular subcontract.

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Subcontract means any contract, as defined in FAR Subpart 2.1, entered into by a subcontractor to furnish supplies or services for performance of the prime contract or a subcontract. It includes, but is not limited to, purchase orders, and changes and modifications to purchase orders. (b) When this clause is included in a fixed-price type contract, consent to subcontract is required only on unpriced contract actions (including unpriced modifications or unpriced delivery orders), and only if required in accordance with paragraph (c) or (d) of this clause. (c) If the Contractor does not have an approved purchasing system, consent to subcontract is required for any subcontract that (1) Is of the cost-reimbursement, time-and-materials, or labor-hour type; or (2) Is fixed-price and exceeds (i) For a contract awarded by the Department of Defense, the Coast Guard, or the National Aeronautics and Space Administration, the greater of the simplified acquisition threshold or 5 percent of the total estimated cost of the contract; or (ii) For a contract awarded by a civilian agency other than the Coast Guard and the National Aeronautics and Space Administration, either the simplified acquisition threshold or 5 percent of the total estimated cost of the contract. (d) If the Contractor has an approved purchasing system, the Contractor nevertheless shall obtain the Contracting Officers written consent before placing the following subcontracts: All Subcontractors added after acceptance of contractor proposal that resulted in the award of this contract. (e)(1) The Contractor shall notify the Contracting Officer reasonably in advance of placing any subcontract or modification thereof for which consent is required under paragraph (b), (c), or (d) of this clause, including the following information: (i) A description of the supplies or services to be subcontracted. (ii) Identification of the type of subcontract to be used. (iii) Identification of the proposed subcontractor. (iv) The proposed subcontract price. (v) The subcontractors current, complete, and accurate certified cost or pricing data and Certificate of Current Cost or Pricing Data, if required by other contract provisions.

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(vi) The subcontractors Disclosure Statement or Certificate relating to Cost Accounting Standards when such data are required by other provisions of this contract. (vii) A negotiation memorandum reflecting (A) The principal elements of the subcontract price negotiations; (B) The most significant considerations controlling establishment of initial or revised prices; (C) The reason certified cost or pricing data were or were not required; (D) The extent, if any, to which the Contractor did not rely on the subcontractors certified cost or pricing data in determining the price objective and in negotiating the final price; (E) The extent to which it was recognized in the negotiation that the subcontractors certified cost or pricing data were not accurate, complete, or current; the action taken by the Contractor and the subcontractor; and the effect of any such defective data on the total price negotiated; (F) The reasons for any significant difference between the Contractors price objective and the price negotiated; and (G) A complete explanation of the incentive fee or profit plan when incentives are used. The explanation shall identify each critical performance element, management decisions used to quantify each incentive element, reasons for the incentives, and a summary of all trade-off possibilities considered. (2) The Contractor is not required to notify the Contracting Officer in advance of entering into any subcontract for which consent is not required under paragraph (c), (d), or (e) of this clause. (f) Unless the consent or approval specifically provides otherwise, neither consent by the Contracting Officer to any subcontract nor approval of the Contractors purchasing system shall constitute a determination (1) Of the acceptability of any subcontract terms or conditions; (2) Of the allowability of any cost under this contract; or (3) To relieve the Contractor of any responsibility for performing this contract. (g) No subcontract or modification thereof placed under this contract shall provide for payment on a cost-plus-a-percentage-of-cost basis, and any fee payable under cost-reimbursement type subcontracts shall not exceed the fee limitations in FAR 15.404-4(c)(4)(i).

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(h) The Contractor shall give the Contracting Officer immediate written notice of any action or suit filed and prompt notice of any claim made against the Contractor by any subcontractor or vendor that, in the opinion of the Contractor, may result in litigation related in any way to this contract, with respect to which the Contractor may be entitled to reimbursement from the Government. (i) The Government reserves the right to review the Contractors purchasing system as set forth in FAR Subpart 44.3. (j) Paragraphs (c) and (e) of this clause do not apply to the following subcontracts, which were evaluated during negotiations: All subcontractors evaluated and approved since award of the basic contract. (End of clause)

52.252-2

CLAUSES INCORPORATED BY REFERENCE (FEB 1998)

This contract incorporates one or more clauses by reference, with the same force and effect as if they were given in full text. Upon request, the Contracting Officer will make their full text available. Also, the full text of a clause may be accessed electronically at this/these address(es): www.arnet.gov (End of clause)

52.252-6

AUTHORIZED DEVIATIONS IN CLAUSES (APR 1984)

(a) The use in this solicitation or contract of any Federal Acquisition Regulation (48 CFR Chapter 1) clause with an authorized deviation is indicated by the addition of "(DEVIATION)" after the date of the clause. (b) The use in this solicitation or contract of any insert regulation name (48 CFR ) clause with an authorized deviation is indicated by the addition of "(DEVIATION)" after the name of the regulation. (End of clause)

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252.211-7003

ITEM IDENTIFICATION AND VALUATION (JUN 2005)

(a) Definitions. As used in this clause' Automatic identification device means a device, such as a reader or interrogator, used to retrieve data encoded on machine-readable media. Concatenated unique item identifier means-(1) For items that are serialized within the enterprise identifier, the linking together of the unique identifier data elements in order of the issuing agency code, enterprise identifier, and unique serial number within the enterprise identifier; or (2) For items that are serialized within the original part, lot, or batch number, the linking together of the unique identifier data elements in order of the issuing agency code; enterprise identifier; original part, lot, or batch number; and serial number within the original part, lot, or batch number. Data qualifier means a specified character (or string of characters) that immediately precedes a data field that defines the general category or intended use of the data that follows. DoD recognized unique identification equivalent means a unique identification method that is in commercial use and has been recognized by DoD. All DoD recognized unique identification equivalents are listed at http://www.acq.osd.mil/dpap/UID/equivalents.html. DoD unique item identification means a system of marking items delivered to DoD with unique item identifiers that have machine-readable data elements to distinguish an item from all other like and unlike items. For items that are serialized within the enterprise identifier, the unique item identifier shall include the data elements of the enterprise identifier and a unique serial number. For items that are serialized within the part, lot, or batch number within the enterprise identifier, the unique item identifier shall include the data elements of the enterprise identifier; the original part, lot, or batch number; and the serial number. Enterprise means the entity (e.g., a manufacturer or vendor) responsible for assigning unique item identifiers to items. Enterprise identifier means a code that is uniquely assigned to an enterprise by an issuing agency. Government's unit acquisition cost means-(1) For fixed-price type line, subline, or exhibit line items, the unit price identified in the contract at the time of delivery;

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(2) For cost-type or undefinitized line, subline, or exhibit line items, the Contractor's estimated fully burdened unit cost to the Government at the time of delivery; and (3) For items produced under a time-and-materials contract, the Contractor's estimated fully burdened unit cost to the Government at the time of delivery. Issuing agency means an organization responsible for assigning a non-repeatable identifier to an enterprise (i.e., Dun & Bradstreet's Data Universal Numbering System (DUNS) Number, Uniform Code Council (UCC)/EAN International (EAN) Company Prefix, or Defense Logistics Information System (DLIS) Commercial and Government Entity (CAGE) Code). Issuing agency code means a code that designates the registration (or controlling) authority for the enterprise identifier. Item means a single hardware article or a single unit formed by a grouping of subassemblies, components, or constituent parts. Lot or batch number means an identifying number assigned by the enterprise to a designated group of items, usually referred to as either a lot or a batch, all of which were manufactured under identical conditions. Machine-readable means an automatic identification technology media, such as bar codes, contact memory buttons, radio frequency identification, or optical memory cards. Original part number means a combination of numbers or letters assigned by the enterprise at item creation to a class of items with the same form, fit, function, and interface. Parent item means the item assembly, intermediate component, or subassembly that has an embedded item with a unique item identifier or DoD recognized unique identification equivalent. Serial number within the enterprise identifier means a combination of numbers, letters, or symbols assigned by the enterprise to an item that provides for the differentiation of that item from any other like and unlike item and is never used again within the enterprise. Serial number within the part, lot, or batch number means a combination of numbers or letters assigned by the enterprise to an item that provides for the differentiation of that item from any other like item within a part, lot, or batch number assignment. Serialization within the enterprise identifier means each item produced is assigned a serial number that is unique among all the tangible items produced by the enterprise and is never used again. The enterprise is responsible for ensuring unique serialization within the enterprise identifier. Serialization within the part, lot, or batch number means each item of a particular part, lot, or batch number is assigned a unique serial number within that part, lot, or batch number
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assignment. The enterprise is responsible for ensuring unique serialization within the part, lot, or batch number within the enterprise identifier. Unique item identifier means a set of data elements marked on items that is globally unique and unambiguous. Unique item identifier type means a designator to indicate which method of uniquely identifying a part has been used. The current list of accepted unique item identifier types is maintained at http://www.acq.osd.mil/dpap/UID/uid--types.html. (b) The Contractor shall deliver all items under a contract line, subline, or exhibit line item. (c) DoD unique item identification or DoD recognized unique identification equivalents. (1) The Contractor shall provide DoD unique item identification, or a DoD recognized unique identification equivalent, for-(i) All delivered items for which the Government's unit acquisition cost is $5,000 or more; and (ii) The following items for which the Government's unit acquisition cost is less than $5,000: Contract line, subline, or exhibit line item No. Item description:

(iii) Subassemblies, components, and parts embedded within delivered items as specified in Attachment Number ------. (2) The concatenated unique item identifier and the component data elements of the DoD unique item identification or DoD recognized unique identification equivalent shall not change over the life of the item. (3) Data syntax and semantics of DoD unique item identification and DoD recognized unique identification equivalents. The Contractor shall ensure that-(i) The encoded data elements (except issuing agency code) of the unique item identifier are marked on the item using one of the following three types of data qualifiers, as determined by the Contractor: (A) Data Identifiers (DIs) (Format 06) in accordance with ISO/IEC International Standard 15418, Information Technology `` EAN/UCC Application Identifiers and ANSI MH 10 Data Identifiers and ANSI MH 10 Data Identifiers and Maintenance.

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(B) Application Identifiers (AIs) (Format 05), in accordance with ISO/IEC International Standard 15418, Information Technology `` EAN/UCC Application Identifiers and ANSI MH 10 Data Identifiers and ANSI MH 10 Data Identifiers and Maintenance. (C) Text Element Identifiers (TEIs), in accordance with the DoD collaborative solution ``DD'' format for use until the solution is approved by ISO/IEC JTC1 SC 31. The ``DD'' format is described in Appendix D of the DoD Guide to Uniquely Identifying Items, available at http://www.acq.osd.mil/dpap/UID/guides.htm; and (ii) The encoded data elements of the unique item identifier conform to ISO/IEC International Standard 15434, Information Technology--Syntax for High Capacity Automatic Data Capture Media. (4) DoD unique item identification and DoD recognized unique identification equivalents. (i) The Contractor shall-(A) Determine whether to serialize within the enterprise identifier or serialize within the part, lot, or batch number; and (B) Place the data elements of the unique item identifier (enterprise identifier; serial number; and for serialization within the part, lot, or batch number only; original part, lot, or batch number) on items requiring marking by paragraph (c)(1) of this clause, based on the criteria provided in the version of MIL-STD-130, Identification Marking of U.S. Military Property, cited in the contract Schedule. (ii) The issuing agency code-(a) Shall not be placed on the item; and (B) Shall be derived from the data qualifier for the enterprise identifier. (d) For each item that requires unique item identification under paragraph (c)(1)(i) or (ii) of this clause, in addition to the information provided as part of the Material Inspection and Receiving Report specified elsewhere in this contract, the Contractor shall report at the time of delivery, either as part of, or associated with, the Material Inspection and Receiving Report, the following information: (1) Concatenated unique item identifier; or DoD recognized unique identification equivalent. (2) Unique item identifier type. (3) Issuing agency code (if concatenated unique item identifier is used). (4) Enterprise identifier (if concatenated unique item identifier is used).
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(5) Original part number. (6) Lot or batch number. (7) Current part number (if not the same as the original part number). (8) Current part number effective date. (9) Serial number. (10) Government's unit acquisition cost. (e) For embedded DoD serially managed subassemblies, components, and parts that require unique item identification under paragraph (c)(1)(iii) of this clause, the Contractor shall report at the time of delivery, either as part of, or associated with the Material Inspection and Receiving Report specified elsewhere in this contract, the following information: (1) Concatenated unique item identifier or DoD recognized unique identification equivalent of the parent item delivered under a contract line, subline, or exhibit line item that contains the embedded subassembly, component, or part. (2) Concatenated unique item identifier or DoD recognized unique identification equivalent of the embedded subassembly, component, or part. (3) Unique item identifier type.** (4) Issuing agency code (if concatenated unique item identifier is used).** (5) Enterprise identifier (if concatenated unique item identifier is used).** (6) Original part number.** (7) Lot or batch number.** (8) Current part number (if not the same as the original part number.** (9) Current part number effective date.** (10) Serial number.** (11) Unit of measure. (12) Description.
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** Once per item. (f) The Contractor shall submit the information required by paragraphs (d) and (e) of this clause in accordance with the data submission procedures at http://www.acq.osd.mil/dpap/UID/DataSubmission.htm. (g) Subcontracts. If paragraph (c)(1) of this clause applies, the Contractor shall include this clause, including this paragraph (g), in all subcontracts issued under this contract. (End of clause)

252.222-7999 ADDITIONAL REQUIREMENTS AND RESPONSIBILITIES RESTRICTING THE USE OF MANDATORY ARBITRATION AGREEMENTS (DEVIATION) (FEB 2010) (a) Definitions. Covered subcontract, as used in this clause, means any subcontract, except a subcontract for the acquisition of commercial items or commercially available off-the-shelf items, that is in excess of $1 million and uses Fiscal Year 2010 funds. (b) The Contractor (1) Agrees not to (i) Enter into any agreement with any of its employees or independent contractors that requires, as a condition of employment, that the employee or independent contractor agree to resolve through arbitration any claim under title VII of the Civil Rights Act of 1964 or any tort related to or arising out of sexual assault or harassment, including assault and battery, intentional infliction of emotional distress, false imprisonment, or negligent hiring, supervision, or retention; or (ii) Take any action to enforce any provision of an existing agreement with an employee or independent contractor that mandates that the employee or independent contractor resolve through arbitration any claim under title VII of the Civil Rights Act of 1964 or any tort related to or arising out of sexual assault or harassment, including assault and battery, intentional infliction of emotional distress, false imprisonment, or negligent hiring, supervision, or retention; and (2) Certifies, by signature of the contract, for contracts awarded after June 17, 2010, that it requires each covered subcontractor to agree not to enter into, and not to take any action to enforce any provision of any agreements, as described in paragraph (b)(1) of this clause, with respect to any employee or independent contractor performing work related to such subcontract. (c) The prohibitions of this clause do not apply with respect to a Contractors or subcontractors agreements with employees or independent contractors that may not be enforced in a court of the United States.
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(d) The Secretary of Defense may waive the applicability of the restrictions of paragraph (b) to the Contractor or a particular subcontractor for the purposes of the contractor or a particular subcontract if the Secretary or the Deputy Secretary personally determines that the waiver is necessary to avoid hard to national security interests of the United States, and that term of the contract or subcontract is not longer than necessary to avoid such harm. This determination will be made public not less than 15 business days before the contractor or subcontract addressed in the determination may be awarded. (End of clause)

252.223-7002 1994)

SAFETY PRECAUTIONS FOR AMMUNITION AND EXPLOSIVES (MAY

(a) Definition. Ammunition and explosives," as used in this clause -(1) Means liquid and solid propellants and explosives, pyrotechnics, incendiaries and smokes in the following forms: (i) Bulk, (ii) Ammunition; (iii) Rockets; (iv) Missiles; (v) Warheads; (vi) Devices; and (vii) Components of (i) through (vi), except for wholly inert items. (2) This definition does not include the following, unless the Contractor is using or incorporating these materials for initiation, propulsion, or detonation as an integral or component part of an explosive, an ammunition or explosive end item, or of a weapon system -(i) Inert components containing no explosives, propellants, or pyrotechnics; (ii) Flammable liquids; (iii) Acids; (iv) Powdered metals; or
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(v) Oxidizers; (vi) Other materials having fire or explosive characteristics. (b) Safety requirements. (1) The Contractor shall comply with the requirements of the DoD Contractors' Safety Manual for Ammunition and Explosives, DoD 4145.26-M hereafter referred to as "the manual", in effect on the date of the solicitation for this contract. The Contractor shall also comply with any other additional requirements included in the schedule of this contract. (2) The Contractor shall allow the Government access to the Contractor's facilities, personnel, and safety program documentation. The Contractor shall allow authorized Government representatives to evaluate safety programs, implementation, and facilities. (c) Noncompliance with the manual. (1) If the Contracting Officer notifies the Contractor of any noncompliance with the manual or schedule provisions, the Contractor shall take immediate steps to correct the noncompliance. The Contractor is not entitled to reimbursement of costs incurred to correct noncompliances unless such reimbursement is specified elsewhere in the contract. (2) The Contractor has 30 days from the date of notification by the Contracting Officer to correct the noncompliance and inform the Contracting Officer of the actions taken. The Contracting Officer may direct a different time period for the correction of noncompliances. (3) If the Contractor refuses or fails to correct noncompliances within the time period specified by the Contracting Officer, the Government has the right to direct the Contractor to cease performance on all or part of this contract. The Contractor shall not resume performance until the Contracting Officer is satisfied that the corrective action was effective and the Contracting Officer so informs the Contractor. (4) The Contracting Officer may remove Government personnel at any time the Contractor is in noncompliance with any safety requirement of this clause. (5) If the direction to cease work or the removal of Government personnel results in increased costs to the Contractor, the Contractor shall not be entitled to an adjustment in the contract price or a change in the delivery or performance schedule unless the Contracting Officer later determines that the Contractor had in fact complied with the manual or schedule provisions. If the Contractor is entitled to an equitable adjustment, it shall be made in accordance with the Changes clause of this contract. (d) Mishaps. If a mishap involving ammunition or explosives occurs, the Contractor shall -DRAFT

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(1) Notify the Contracting Officer immediately; (2) Conduct an investigation in accordance with other provisions of this contract or as required by the Contracting Officer; and (3) Submit a written report to the Contracting Officer. (e) Contractor responsibility for safety. (1) Nothing in this clause, nor any Government action or failure to act in surveillance of this contract, shall relieve the Contractor of its responsibility for the safety of -(i) The Contractor's personnel and property; (ii) The Government's personnel and property; or (iii) The general public. (2) Nothing in this clause shall relieve the Contractor of its responsibility for complying with applicable Federal, State, and local laws, ordinances, codes, and regulations (including those requiring the obtaining of licenses and permits) in connection with the performance of this contract. (f) Contractor responsibility for contract performance. (1) Neither the number or frequency of inspections performed by the Government, nor the degree of surveillance exercised by the Government, relieve the Contractor of its responsibility for contract performance. (2) If the Government acts or fails to act in surveillance or enforcement of the safety requirements of this contract, this does not impose or add to any liability of the Government. (g) Subcontractors. (1) The Contractor shall insert this clause, including this paragraph (g), in every subcontract that involves ammunition or explosives. (i) The clause shall include a provision allowing authorized Government safety representatives to evaluate subcontractor safety programs, implementation, and facilities as the Government determines necessary. (ii) Note: The Government Contracting Officer or authorized representative shall notify the prime Contractor of all findings concerning subcontractor safety and compliance with the manual. The Contracting Officer or authorized representative may furnish copies to the subcontractor. The Contractor in turn shall communicate directly with the subcontractor, substituting its name for references to "the Government". The Contractor and higher tier subcontractors shall also include provisions to allow direction to cease performance of the subcontract if a serious uncorrected or recurring safety deficiency potentially causes an imminent hazard to DoD personnel, property, or contract performance.
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(2) The Contractor agrees to ensure that the subcontractor complies with all contract safety requirements. The Contractor will determine the best method for verifying the adequacy of the subcontractor's compliance. (3) The Contractor shall ensure that the subcontractor understands and agrees to the Government's right to access to the subcontractor's facilities, personnel, and safety program documentation to perform safety surveys. The Government performs these safety surveys of subcontractor facilities solely to prevent the occurrence of any mishap which would endanger the safety of DoD personnel or otherwise adversely impact upon the Government's contractual interests. (4) The Contractor shall notify the Contracting Officer or authorized representative before issuing any subcontract when it involves ammunition or explosives. If the proposed subcontract represents a change in the place of performance, the Contractor shall request approval for such change in accordance with the clause of this contract entitled "Change in Place of Performance Ammunition and Explosives". (End of clause)

252.223-7003 CHANGE IN PLACE OF PERFORMANCE - AMMUNITION AND EXPLOSIVES (DEC 1991) (a) The Offeror shall identify, in the "Place of Performance" provision of this solicitation, the place of performance of all ammunition and explosives work covered by the Safety Precautions for Ammunition and Explosives clause of this solicitation. Failure to furnish this information with the offer may result in rejection of the offer. (b) The Offeror agrees not to change the place of performance of any portion of the offer covered by the Safety Precautions for Ammunition and Explosives clause contained in this solicitation after the date set for receipt of offers without the written approval of the Contracting Officer. The Contracting Officer shall grant approval only if there is enough time for the Government to perform the necessary safety reviews on the new proposed place of performance. (c) If a contract results from this offer, the Contractor agrees not to change any place of performance previously cited without the advance written approval of the Contracting Officer. (End of clause)

252.225-7000 BUY AMERICAN ACT--BALANCE OF PAYMENTS PROGRAM CERTIFICATE (JAN 2009) (DEVIATION) (a) Definitions. Commercially available off-the-shelf (COTS) item, domestic end product, foreign end product, qualifying country, qualifying country end product, South Caucasus/South
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and Central Asia (SC/CASA) state, SC/CASA state end product, and United States have the meanings given in the Buy American Act and Balance of Payments Program clause of this solicitation. (b) Evaluation. The Government-(1) Will evaluate offers in accordance with the policies and procedures of Part 225 of the Defense Federal Acquisition Regulation Supplement, except that SC/CASA end products will be treated the same as qualifying country end products; and (2) Will evaluate offers of qualifying country end products or SC/CASA state end products without regard to the restrictions of the Buy American Act or the Balance of Payments Program. (c) Certifications and identification of country of origin. (1) For all line items subject to the Buy American Act and Balance of Payments Program clause of this solicitation, the offeror certifies that-(i) Each end product, except those listed in paragraph (c)(2) or (3) of this provision, is a domestic end product; and (ii) For end products other than COTS items, components of unknown origin are considered to have been mined, produced, or manufactured outside the United States or a qualifying country. (2) The offeror certifies that the following end products are qualifying country end products or SC/CASA state end products: ----------------------------------------------------------------------(Line Item Number Country of Origin) ----------------------------------------------------------------------(Country of Origin) (3) The following end products are other foreign end products, including end products manufactured in the United States that do not qualify as domestic end products, i.e., an end product that is not a COTS item and does not meet the component test in paragraph (ii) of the definition of ``domestic end product'': (Line Item Number)----------------------------------------------------(Country of Origin (If known))----------------------------------------(End of provision)

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252.225-7001 BUY AMERICAN ACT AND BALANCE OF PAYMENTS PROGRAM (JAN 2009) (DEVIATION) (a) Definitions. As used in this clause-(1) Commercially available off-the-shelf (COTS) item-(i) Means any item of supply (including construction material) that is-(A) A commercial item (as defined in paragraph (1) of the definition of ``commercial item'' in section 2.101 of the Federal Acquisition Regulation); (B) Sold in substantial quantities in the commercial marketplace; and (C) Offered to the Government, under a contract or subcontract at any tier, without modification, in the same form in which it is sold in the commercial marketplace; and (ii) Does not include bulk cargo, as defined in section 3 of the Shipping Act of 1984 (46 U.S.C. 40102), such as agricultural products and petroleum products. (2) Component means an article, material, or supply incorporated directly into an end product. (3) Domestic end product means-(i) An unmanufactured end product that has been mined or produced in the United States; or (ii) An end product manufactured in the United States if (A) The cost of its qualifying country components and its components that are mined, produced, or manufactured in the United States exceeds 50 percent of the cost of all its components. The cost of components includes transportation costs to the place of incorporation into the end product and U.S. duty (whether or not a duty-free entry certificate is issued). Scrap generated, collected, and prepared for processing in the United States is considered domestic. A component is considered to have been mined, produced, or manufactured in the United States (regardless of its source in fact) if the end product in which it is incorporated is manufactured in the United States and the component is of a class or kind for which the Government has determined that-(1) Sufficient and reasonably available commercial quantities of a satisfactory quality are not mined, produced, or manufactured in the United States; or (2) It is inconsistent with the public interest to apply the restrictions of the Buy American Act; or (B) The end product is a COTS item.

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(4) End product means those articles, materials, and supplies to be acquired under this contract for public use. (5) Foreign end product means an end product other than a domestic end product. (6) Qualifying country means any country set forth in subsection 225.872-1 of the Defense Federal Acquisition Regulation Supplement. (7) Qualifying country component means a component mined, produced, or manufactured in a qualifying country. (8) Qualifying country end product means-(i) An unmanufactured end product mined or produced in a qualifying country; or (ii) An end product manufactured in a qualifying country if the cost of the following types of components exceeds 50 percent of the cost of all its components: (A) Components mined, produced, or manufactured in a qualifying country. (B) Components mined, produced, or manufactured in the United States. (C) Components of foreign origin of a class or kind for which the Government has determined that sufficient and reasonably available commercial quantities of a satisfactory quality are not mined, produced, or manufactured in the United States. (9) South Caucasus/Central and South Asian (SC/CASA) state means Armenia, Azerbaijan, Georgia, Kazakhstan, Kyrgyzstan, Pakistan, Tajikistan, Turkmenistan, or Uzbekistan. (10) SC/CASA state end product means an article that (i) Is wholly the growth, product, or manufacture of an SC/CASA state; or (ii) In the case of an article that consists in whole or in part of materials from another country, has been substantially transformed in an SC/CASA state into a new and different article of commerce with a name, character, or use distinct from that of the article or articles from which it was transformed. The term refers to a product offered for purchase under a supply contract, but the purposes of calculating the value of the end product includes services (except transportation services) incidental to its supply, provided that the value of those incidental services does not exceed the value of the product itself. (11) United States means the 50 States, the District of Columbia, and outlying areas. (b) This clause implements the Buy American Act (41 U.S.C. Section 10a-d). In accordance with 41 U.S.C. 431, the component test of the Buy American Act is waived for an end product that is
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a COTS item (see section 12.505(a)(1) of the Federal Acquisition Regulation). Unless otherwise specified, this clause applies to all line items in the contract. (c) The Contractor shall deliver only domestic end products unless, in its offer, it specified delivery of other end products in the Buy American Act--Balance of Payments Program Certificate provision of the solicitation. If the Contractor certified in its offer that it will deliver a qualifying country end product or an SC/CASA state end product, the Contractor shall deliver a qualifying country end product or an SC/CASA state end product, at the Contractor's option, a domestic end product. (d) The contract price does not include duty for end products or components for which the Contractor will claim duty-free entry. (End of clause)

252.225-7020

TRADE AGREEMENTS CERTIFICATE (JAN 2005) (DEVIATION)

(a) Definitions. Designated country end product, nondesignated country end product, qualifying country end product, SC/CASA state, SC/CASA state end product, and U.S.made end product have the meanings given in the Trade Agreements clause of this solicitation. (b) Evaluation. The Government-(1) Will evaluate offers in accordance with the policies and procedures of part 225 of the Defense Federal Acquisition Regulation Supplement, except that SC/CASA state end products will be treated the same as qualifying country end products; and (2) Will consider only offers of end products that are U.S.-made, qualifying country, SC/CASA state, or designated country end products unless-(i) There are no offers of such end products; (ii) The offers of such end products are insufficient to fulfill the Government's requirements; or (iii) A national interest waiver has been granted. (c) Certification and identification of country of origin. (1) For all line items subject to the Trade Agreements clause of this solicitation, the offeror certifies that each end product to be delivered under this contract, except those listed in paragraph (c)(2) of this provision, is a U.S.-made, qualifying country, or designated country end product. (2) (i) The following supplies are SC/CASA state end products:
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(Line Item Number) (Country of Origin) (ii) The following are other nondesignated country end products: (Line Item Number) (Country of Origin) (End of provision)

252.225-7021

TRADE AGREEMENTS (JUL 2009) (DEVIATION)

(a) Definitions. As used in this clause-(1) Caribbean Basin country end product-(i) Means an article that-(A) Is wholly the growth, product, or manufacture of a Caribbean Basin country; or (B) In the case of an article that consists in whole or in part of materials from another country, has been substantially transformed in a Caribbean Basin country into a new and different article of commerce with a name, character, or use distinct from that of the article or articles from which it was transformed. The term refers to a product offered for purchase under a supply contract, but for purposes of calculating the value of the end product includes services (except transportation services) incidental to its supply, provided that the value of those incidental services does not exceed the value of the product itself; and (ii) Excludes products, other than petroleum and any product derived from petroleum, that are not granted duty-free treatment under the Caribbean Basin Economic Recovery Act (19 U.S.C. 2703(b)). These exclusions presently consist of-(A) Textiles, apparel articles, footwear, handbags, luggage, flat goods, work gloves, leather wearing apparel, and handloomed, handmade, or folklore articles that are not granted duty-free status in the Harmonized Tariff Schedule of the United States (HTSUS); (B) Tuna, prepared or preserved in any manner in airtight containers; and (C) Watches and watch parts (including cases, bracelets, and straps) of whatever type, including, but not limited to, mechanical, quartz digital, or quartz analog, if such watches or watch parts contain any material that is the product of any country to which the HTSUS column 2 rates of duty (HTSUS General Note 3(b)) apply. (2) Component means an article, material, or supply incorporated directly into an end product.
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(3) Designated country means-(i) A World Trade Organization Government Procurement Agreement (WTO GPA) country (Aruba, Austria, Belgium, Bulgaria, Canada, Cyprus, Czech Republic, Denmark, Estonia, Finland, France, Germany, Greece, Hong Kong, Hungary, Iceland, Ireland, Israel, Italy, Japan, Korea (Republic of), Latvia, Liechtenstein, Lithuania, Luxembourg, Malta, Netherlands, Norway, Poland, Portugal, Romania, Singapore, Slovak Republic, Slovenia, Spain, Sweden, Switzerland, or the United Kingdom); (ii) A Free Trade Agreement country (Australia, Bahrain, Canada, Chile, Costa Rica, Dominican Republic, El Salvador, Guatemala, Honduras, Mexico, Morocco, Nicaragua, Peru, or Singapore); (iii) A least developed country (Afghanistan, Angola, Bangladesh, Benin, Bhutan, Burkina Faso, Burundi, Cambodia, Cape Verde, Central African Republic, Chad, Comoros, Democratic Republic of Congo, Djibouti, East Timor, Equatorial Guinea, Eritrea, Ethiopia, Gambia, Guinea, Guinea-Bissau, Haiti, Kiribati, Laos, Lesotho, Madagascar, Malawi, Maldives, Mali, Mauritania, Mozambique, Nepal, Niger, Rwanda, Samoa, Sao Tome and Principe, Senegal, Sierra Leone, Solomon Islands, Somalia, Tanzania, Togo, Tuvalu, Uganda, Vanuatu, Yemen, or Zambia); or (iv) A Caribbean Basin country (Antigua and Barbuda, Aruba, Bahamas, Barbados, Belize, British Virgin Islands, Dominica, Grenada, Guyana, Haiti, Jamaica, Montserrat, Netherlands Antilles, St. Kitts and Nevis, St. Lucia, St. Vincent and the Grenadines, or Trinidad and Tobago). (4) Designated country end product means a WTO GPA country end product, a Free Trade Agreement country end product, a least developed country end product, or a Caribbean Basin country end product. (5) End product means those articles, materials, and supplies to be acquired under this contract for public use. (6) Free Trade Agreement country end product means an article that-(i) Is wholly the growth, product, or manufacture of a Free Trade Agreement country; or (ii) In the case of an article that consists in whole or in part of materials from another country, has been substantially transformed in a Free Trade Agreement country into a new and different article of commerce with a name, character, or use distinct from that of the article or articles from which it was transformed. The term refers to a product offered for purchase under a supply contract, but for purposes of calculating the value of the end product includes services (except transportation services) incidental to its supply, provided that the value of those incidental services does not exceed the value of the product itself. (7) Least developed country end product means an article that-(i) Is wholly the growth, product, or manufacture of a least developed country; or
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(ii) In the case of an article that consists in whole or in part of materials from another country, has been substantially transformed in a least developed country into a new and different article of commerce with a name, character, or use distinct from that of the article or articles from which it was transformed. The term refers to a product offered for purchase under a supply contract, but for purposes of calculating the value of the end product includes services (except transportation services) incidental to its supply, provided that the value of those incidental services does not exceed the value of the product itself. (8) Nondesignated country end product means any end product that is not a U.S.-made end product or a designated country end product. (9) Qualifying country means any country set forth in subsection 225.872-1 of the Defense Federal Acquisition Regulation Supplement. (10) Qualifying country end product means-(i) An unmanufactured end product mined or produced in a qualifying country; or (ii) An end product manufactured in a qualifying country if the cost of the following types of components exceeds 50 percent of the cost of all its components: (A) Components mined, produced, or manufactured in a qualifying country. (B) Components mined, produced, or manufactured in the United States. (C) Components of foreign origin of a class or kind for which the Government has determined that sufficient and reasonably available commercial quantities of a satisfactory quality are not mined, produced, or manufactured in the United States. (11) South Caucasus/Central and South Asian (SC/CASA) state means Armenia, Azerbaijan, Georgia, Kazakhstan, Kyrgyzstan, Pakistan, Tajikistan, Turkmenistan, or Uzbekistan. (12) SC/CASA state end product means an article that (i) Is wholly the growth, product, or manufacture of an SC/CASA state; or (ii) In the case of an article that consists in whole or in part of materials from another country, has been substantially transformed in an SC/CASA state into a new and different artcile of commerce with a name, character, or use distinct from that of the article or articles from which it was transformed. The term refers to a product offered for purchase under a supply contract, but the purposes of calculating the value of the end product includes services (except transportation services) incidental to its supply, provided that the value of those incidental services does not exceed the value of the product itself.
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(13) United States means the 50 States, the District of Columbia, and outlying areas. (14) U.S.-made end product means an article that-(i) is mined, produced, or manufactured in the United States; or (ii) Is substantially transformed in the United States into a new and different article of commerce with a name, character, or use distinct from that of the article or articles from which it was transformed. (15) WTO GPA country end product means an article that-(I) is wholly the growth, product, or manufacture of a WTO GPA country; or (ii) In the case of an article that consists in whole or in part of materials from another country, has been substantially transformed in a WTO GPA country into a new and different article of commerce with a name, character, or use distinct from that of the article or articles from which it was transformed. The term refers to a product offered for purchase under a supply contract, but for purposes of calculating the value of the end product includes services (except transportation services) incidental to its supply, provided that the value of those incidental services does not exceed the value of the product itself. (b) Unless otherwise specified, this clause applies to all items in the Schedule. (c) The Contractor shall deliver under this contract only U.S.-made, qualifying country, SC/CASA state, or designated country end products unless-(1) In its offer, the Contractor specified delivery of other nondesignated country end products in the Trade Agreements Certificate provision of the solicitation; and (2)(i) Offers of U.S.-made, qualifying country, SC/CASA state, or designated country end products from responsive, responsible offerors are either not received or are insufficient to fill the Government's requirements; or (ii) A national interest waiver has been granted. (d) The contract price does not include duty for end products or components for which the Contractor will claim duty-free entry. (e) The HTSUS is available on the Internet at http://www.usitc.gov/tata/hts/bychapter/index.htm. The following sections of the HTSUS provide information regarding duty-free status of articles specified in paragraph (a)(2)(ii)(A) of this clause: (1) General Note 3(c), Products Eligible for Special Tariff Treatment.
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(2) General Note 17, Products of Countries Designated as Beneficiary Countries Under the United States--Caribbean Basin Trade Partnership Act of 2000. (3) Section XXII, Chapter 98, Subchapter II, Articles Exported and Returned, Advanced or Improved Abroad, U.S. Note 7(b). (4) Section XXII, Chapter 98, Subchapter XX, Goods Eligible for Special Tariff Benefits Under the United States--Caribbean Basin Trade Partnership Act. (End of clause) 252.225-7035 BUY AMERICAN ACT--FREE TRADE AGREEMENT --BALANCE OF PAYMENTS PROGRAM CERTIFICATE (JAN 2009) (DEVIATION) (a) Definitions. Bahrainian end product, commercially available off-the-shelf (COTS) item, domestic end product, Free Trade Agreement country, Free Trade Agreement country end product, foreign end product, Moroccan end product, qualifying country end product, South Caucasus/Central and South Asian (SC/CASA) state, SC/CASA state end product, and United States have the meanings given in the Buy American Act--Free Trade Agreements-Balance of Payments Program clause of this solicitation. (b) Evaluation. The Government-(1) Will evaluate offers in accordance with the policies and procedures of part 225 of the Defense Federal Acquisition Regulation Supplement; except that SC/CASA state end products will be treated the same as qualifying country end products; and (2) For line items subject to Free Trade Agreements, will evaluate offers of qualifying country end products or Free Trade Agreement country end products other than Bahrainian end products or Moroccan end products without regard to the restrictions of the Buy American Act or the Balance of Payments Program. (c) Certifications and identification of country of origin. (1) For all line items subject to the Buy American Act--Free Trade Agreements--Balance of Payments Program clause of this solicitation, the offeror certifies that-(i) Each end product, except the end products listed in paragraph (c)(2) of this provision, is a domestic end product; and (ii) Components of unknown origin are considered to have been mined, produced, or manufactured outside the United States or a qualifying country. (2) The offeror shall identify all end products that are not domestic end products.
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(i) The offeror certifies that the following supplies are qualifying country (except Australian or Canadian) end products: (Line Item Number) (Country of Origin) (ii) The offeror certifies that the following supplies are Free Trade Agreement country end products other than Bahrainian end products or Moroccan end products: (Line Item Number) (Country of Origin) (iii) The offeror certifies that the following supplies are SC/CASA state end products. (Line Item Number) (Country of Origin) (iv) The following supplies are other foreign end products, including end products manufactured in the United States that do not qualify as domestic end products, i.e., an end product that is not a COTS item and does not meet the component test in paragraph (ii) of the definition of ``domestic end product'': (Line Item Number)----------------------------------------------------(Country of Origin (If known))----------------------------------------(End of provision)

252.225-7035 BUY AMERICAN ACT--FREE TRADE AGREEMENT--BALANCE OF PAYMENTS PROGRAM CERTIFICATE (JAN 2009) ALTERNATE I (OCT 2006) (DEVIATION) (a) Definitions. Canadian end product, commercially available off-the-shelf (COTS) item, domestic end product, foreign end product, qualifying country end product, South Caucasus/Central and South Asian (SC/CASA) state, SC/CASA state end product, and United States have the meanings given in the Buy American Act--Free Trade Agreements-Balance of Payments Program clause of this solicitation. (b) Evaluation. The Government-(1) Will evaluate offers in accordance with the policies and procedures of part 225 of the Defense Federal Acquisition Regulation Supplement; except that SC/CASA state end products will be treated the same as qualifying country end products; and

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(2) For line items subject to Free Trade Agreements, will evaluate offers of qualifying country end products or Canadian end products or Moroccan end products without regard to the restrictions of the Buy American Act or the Balance of Payments Program. (c) Certifications and identification of country of origin. (1) For all line items subject to the Buy American Act--Free Trade Agreements--Balance of Payments Program clause of this solicitation, the offeror certifies that-(i) Each end product, except the end products listed in paragraph (c)(2) of this provision, is a domestic end product; and (ii) Components of unknown origin are considered to have been mined, produced, or manufactured outside the United States or a qualifying country. (2) The offeror shall identify all end products that are not domestic end products. (i) The offeror certifies that the following supplies are qualifying country (except Australian or Canadian) end products: (Line Item Number) (Country of Origin) (ii) The offeror certifies that the following supplies are Canadian end products other than Moroccan end products: (Line Item Number) (Country of Origin) (iii) The offeror certifies that the followinbg supplies are SC/CASA state end products. (Line Item Number) (Country of Origin) (iv) The following supplies are other foreign end products, including end products manufactured in the United States that do not qualify as domestic end products, i.e., an end product that is not a COTS item and does not meet the component test in paragraph (ii) of the definition of ``domestic end product'': (Line Item Number)----------------------------------------------------(Country of Origin (If known))----------------------------------------(End of provision)

252.225-7036 BUY AMERICAN ACT--FREE TRADE AGREEMENTS--BALANCE OF PAYMENTS PROGRAM (JUL 2009) (DEVIATION)
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(a) Definitions. As used in this clause-(1) Bahrainian end product means an article that-(i) Is wholly the growth, product, or manufacture of Bahrain; or (ii) In the case of an article that consists in whole or in part of materials from another country, has been substantially transformed in Bahrain into a new and different article of commerce with a name, character, or use distinct from that of the article or articles from which it was transformed. The term refers to a product offered for purchase under a supply contract, but for purposes of calculating the value of the end product includes services (except transportation services) incidental to its supply, provided that the value of those incidental services does not exceed the value of the product itself. (2) Commercially available off-the-shelf (COTS) item-(i) Means any item of supply (including construction material) that is-(A) A commercial item (as defined in paragraph (1) of the definition of ``commercial item'' in section 2.101 of the Federal Acquisition Regulation); (B) Sold in substantial quantities in the commercial marketplace; and (C) Offered to the Government, under a contract or subcontract at any tier, without modification, in the same form in which it is sold in the commercial marketplace; and (ii) Does not include bulk cargo, as defined in section 3 of the Shipping Act of 1984 (46 U.S.C. 40102), such as agricultural products and petroleum products. (3) Component means an article, material, or supply incorporated directly into an end product. (4) Domestic end product means-(i) An unmanufactured end product that has been mined or produced in the United States; or (ii) An end product manufactured in the United States if-(A) The cost of its qualifying country components and its components that are mined, produced, or manufactured in the United States exceeds 50 percent of the cost of all its components. The cost of components includes transportation costs to the place of incorporation into the end product and U.S. duty (whether or not a duty-free entry certificate is issued). Scrap generated, collected, and prepared for processing in the United States is considered domestic. A component is considered to have been mined, produced, or manufactured in the United States (regardless of
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its source in fact) if the end product in which it is incorporated is manufactured in the United States and the component is of a class or kind for which the Government has determined that-(1) Sufficient and reasonably available commercial quantities of a satisfactory quality are not mined, produced, or manufactured in the United States; or (2) It is inconsistent with the public interest to apply the restrictions of the Buy American Act; or (B) The end product is a COTS item. (5) End product means those articles, materials, and supplies to be acquired under this contract for public use. (6) Foreign end product means an end product other than a domestic end product. (7) A Free Trade Agreement country (Australia, Bahrain, Canada, Chile, Costa Rica, Dominican Republic, El Salvador, Guatemala, Honduras, Mexico, Morocco, Nicaragua, Peru, or Singapore); (8) Free Trade Agreement country end product means an article that-(i) Is wholly the growth, product, or manufacture of a Free Trade Agreement country; or (ii) In the case of an article that consists in whole or in part of materials from another country, has been substantially transformed in a Free Trade Agreement country into a new and different article of commerce with a name, character, or use distinct from that of the article or articles from which it was transformed. The term refers to a product offered for purchase under a supply contract, but for purposes of calculating the value of the end product includes services (except transportation services) incidental to its supply, provided that the value of those incidental services does not exceed the value of the product itself. (9) Moroccan end product means an article that-(i) Is wholly the growth, product, or manufacture of Morocco; or (ii) In the case of an article that consists in whole or in part of materials from another country, has been substantially transformed in Morocco into a new and different article of commerce with a name, character, or use distinct from that of the article or articles from which it was transformed. The term refers to a product offered for purchase under a supply contract, but for purposes of calculating the value of the end product includes services (except transportation services) incidental to its supply, provided that the value of those incidental services does not exceed the value of the product itself. (10) Qualifying country means any country set forth in subsection 225.872-1 of the Defense Federal Acquisition Regulation Supplement.
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(11) Qualifying country component means a component mined, produced, or manufactured in a qualifying country. (12) Qualifying country end product means-(i) An unmanufactured end product mined or produced in a qualifying country; or (ii) An end product manufactured in a qualifying country if the cost of the following types of components exceeds 50 percent of the cost of all its components: (A) Components mined, produced, or manufactured in a qualifying country. (B) Components mined, produced, or manufactured in the United States. (C) Components of foreign origin of a class or kind for which the Government has determined that sufficient and reasonably available commercial quantities of a satisfactory quality are not mined, produced, or manufactured in the United States. (13) South Caucasus/Central and South Asian (SC/CASA) state means Armenia, Azerbaijan, Georgia, Kazakhstan, Kyrgyzstan, Pakistan, Tajikistan, Turkmenistan, and Uzbekistan. (14) SC/CASA state end product means an article that (i) Is wholly the growth, product, or manufacture of an SC/CASA state; or (ii) In the case of an article that consists in whole or in part of materials from another country, has been substantially transformed in an SC/CASA state into a new and different article of commerce with a name, character, or use distinct from that of the article or articles from which it was transformed. The term refers to a product offered for purchase under a supply contract, but the purposes of calculating the value of the end product includes services (except transportation services) incidental to its supply, provided that the value of those incidental services does not exceed the value of the product itself. (15) United States means the 50 States, the District of Columbia, and outlying areas. (b) Unless otherwise specified, this clause applies to all items in the Schedule. (c) The Contractor shall deliver under this contract only domestic end products unless, in its offer, it specified delivery of qualifying country end products, SC/CASA state end, Free Trade Agreement country end products other than Bahrainian end products or Moroccan end products, or other foreign end products in the Buy American Act--Free Trade Agreements--Balance of Payments Program Certificate provision of the solicitation. If the Contractor certified in its offer that it will deliver a qualifying country end product, an SC/CASA state end products, or a Canadian end product, the Contractor shall deliver a qualifying country end product, an
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SC/CASA state end product, a Canadian end product, or, at the Contractor's option, a domestic end product. (d) The contract price does not include duty for end products or components for which the Contractor will claim duty-free entry. (End of clause)

252.225-7036 BUY AMERICAN ACT-- FREE TRADE AGREEMENTS--BALANCE OF PAYMENTS PROGRAM (JUL 2009) - ALTERNATE I (JUL 2009) (DEVIATION) (a) Definitions. As used in this clause-(1) Bahrainian end product means an article that-(i) Is wholly the growth, product, or manufacture of Bahrain; or (ii) In the case of an article that consists in whole or in part of materials from another country, has been substantially transformed in Bahrain into a new and different article of commerce with a name, character, or use distinct from that of the article or articles from which it was transformed. The term refers to a product offered for purchase under a supply contract, but for purposes of calculating the value of the end product includes services (except transportation services) incidental to its supply, provided that the value of those incidental services does not exceed the value of the product itself. (2) Commercially available off-the-shelf (COTS) item-(i) Means any item of supply (including construction material) that is-(A) A commercial item (as defined in paragraph (1) of the definition of ``commercial item'' in section 2.101 of the Federal Acquisition Regulation); (B) Sold in substantial quantities in the commercial marketplace; and (C) Offered to the Government, under a contract or subcontract at any tier, without modification, in the same form in which it is sold in the commercial marketplace; and (ii) Does not include bulk cargo, as defined in section 3 of the Shipping Act of 1984 (46 U.S.C. 40102), such as agricultural products and petroleum products. (3) Component means an article, material, or supply incorporated directly into an end product. (4) Domestic end product means-DRAFT

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(i) An unmanufactured end product that has been mined or produced in the United States; or (ii) An end product manufactured in the United States if-(A) The cost of its qualifying country components and its components that are mined, produced, or manufactured in the United States exceeds 50 percent of the cost of all its components. The cost of components includes transportation costs to the place of incorporation into the end product and U.S. duty (whether or not a duty-free entry certificate is issued). Scrap generated, collected, and prepared for processing in the United States is considered domestic. A component is considered to have been mined, produced, or manufactured in the United States (regardless of its source in fact) if the end product in which it is incorporated is manufactured in the United States and the component is of a class or kind for which the Government has determined that-(1) Sufficient and reasonably available commercial quantities of a satisfactory quality are not mined, produced, or manufactured in the United States; or (2) It is inconsistent with the public interest to apply the restrictions of the Buy American Act; or (B) The end product is a COTS item. (5) End product means those articles, materials, and supplies to be acquired under this contract for public use. (6) Foreign end product means an end product other than a domestic end product. (7) Free Trade Agreement country means Australia, Bahrain, Canada, Chile, Dominican Republic, El Salvador, Guatemala, Honduras, Mexico, Morocco, Nicaragua, or Singapore; (8) Canadian end product means an article that-(i) Is wholly the growth, product, or manufacture of Canada; or (ii) In the case of an article that consists in whole or in part of materials from another country, has been substantially transformed in Canada into a new and different article of commerce with a name, character, or use distinct from that of the article or articles from which it was transformed. The term refers to a product offered for purchase under a supply contract, but for purposes of calculating the value of the end product includes services (except transportation services) incidental to its supply, provided that the value of those incidental services does not exceed the value of the product itself. (9) Moroccan end product means an article that-(i) Is wholly the growth, product, or manufacture of Morocco; or
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(ii) In the case of an article that consists in whole or in part of materials from another country or instrumentality, has been substantially transformed in Morocco into a new and different article of commerce with a name, character, or use distinct from that of the article or articles from which it was transformed. The term refers to a product offered for purchase under a supply contract, but for purposes of calculating the value of the end product includes services (except transportation services) incidental to its supply, provided that the value of those incidental services does not exceed the value of the product itself (10) Qualifying country means any country set forth in subsection 225.872-1 of the Defense Federal Acquisition Regulation Supplement. (11) Qualifying country component means a component mined, produced, or manufactured in a qualifying country. (12) Qualifying country end product means-(i) An unmanufactured end product mined or produced in a qualifying country; or (ii) An end product manufactured in a qualifying country if the cost of the following types of components exceeds 50 percent of the cost of all its components: (A) Components mined, produced, or manufactured in a qualifying country. (B) Components mined, produced, or manufactured in the United States. (C) Components of foreign origin of a class or kind for which the Government has determined that sufficient and reasonably available commercial quantities of a satisfactory quality are not mined, produced, or manufactured in the United States. (13) South Caucasus/Central and South Asian (SC/CASA) state means Armenia, Azerbaijan, Georgia, Kazakhstan, Kyrgyzstan, Pakistan, Tajikistan, Turkmenistan, and Uzbekistan. (14) SC/CASA state end product means an article that (i) Is wholly the growth, product, or manufacture of an SC/CASA state; or (ii) In the case of an article that consists in whole or in part of materials from another country, has been substantially transformed in an SC/CASA state into a new and different article of commerce with a name, character, or use distinct from that of the article or articles from which it was transformed. The term refers to a product offered for purchase under a supply contract, but the purposes of calculating the value of the end product includes services (except transportation services) incidental to its supply, provided that the value of those incidental services does not exceed the value of the product itself. (15) United States means the 50 States, the District of Columbia, and outlying areas.
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(b) Unless otherwise specified, this clause applies to all items in the Schedule. (c) ) The Contractor shall deliver under this contract only domestic end products unless, in its offer, it specified delivery of qualifying country end products, SC/CASA state end, Canadian, or other foreign end products in the Buy American Act--Free Trade Agreements--Balance of Payments Program Certificate provision of the solicitation. If the Contractor certified in its offer that it will deliver a qualifying country end product, an SC/CASA state end products, or a Canadian end product, the Contractor shall deliver a qualifying country end product, an SC/CASA state end product, a Canadian end product, or, at the Contractor's option, a domestic end product. (d) The contract price does not include duty for end products or components for which the Contractor will claim duty-free entry. (End of clause)

252.225-7043 ANTITERRORISM/FORCE PROTECTION POLICY FOR DEFENSE CONTRACTORS OUTSIDE THE UNITED STATES (MAR 2006) (a) Definition. United States, as used in this clause, means, the 50 States, the District of Columbia, and outlying areas. (b) Except as provided in paragraph (c) of this clause, the Contractor and its subcontractors, if performing or traveling outside the United States under this contract, shall-(1) Affiliate with the Overseas Security Advisory Council, if the Contractor or subcontractor is a U.S. entity; (2) Ensure that Contractor and subcontractor personnel who are U.S. nationals and are in-country on a non-transitory basis, register with the U.S. Embassy, and that Contractor and subcontractor personnel who are third country nationals comply with any security related requirements of the Embassy of their nationality; (3) Provide, to Contractor and subcontractor personnel, antiterrorism/force protection awareness information commensurate with that which the Department of Defense (DoD) provides to its military and civilian personnel and their families, to the extent such information can be made available prior to travel outside the United States; and (4) Obtain and comply with the most current antiterrorism/force protection guidance for Contractor and subcontractor personnel. (c) The requirements of this clause do not apply to any subcontractor that is-DRAFT

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(1) A foreign government; (2) A representative of a foreign government; or (3) A foreign corporation wholly owned by a foreign government. (d) Information and guidance pertaining to DoD antiterrorism/force protection can be obtained from [Contracting Officer to insert applicable information cited in PGI 225.7403-1]. (End of clause)

252.225-7044 BALANCE OF PAYMENTS PROGRAM--CONSTRUCTION MATERIAL (JAN 2009) (DEVIATION) (a) Definitions. As used in this clause-Commercially available off-the-shelf (COTS) item-(1) Means any item of supply (including construction material) that is-(i) A commercial item (as defined in paragraph (1) of the definition of ``commercial item'' in section 2.101 of the Federal Acquisition Regulation); (ii) Sold in substantial quantities in the commercial marketplace; and (iii) Offered to the Government, under a contract or subcontract at any tier, without modification, in the same form in which it is sold in the commercial marketplace; and (2) Does not include bulk cargo, as defined in section 3 of the Shipping Act of 1984 (46 U.S.C. 40102), such as agricultural products and petroleum products. Component means any article, material, or supply incorporated directly into construction material. Construction material means an article, material, or supply brought to the construction site by the Contractor or a subcontractor for incorporation into the building or work. The term also includes an item brought to the site preassembled from articles, materials, or supplies. However, emergency life safety systems, such as emergency lighting, fire alarm, and audio evacuation systems, that are discrete systems incorporated into a public building or work and that are produced as complete systems, are evaluated as a single and distinct construction material regardless of when or how the individual parts or components of those systems are delivered to the construction site. Materials purchased directly by the Government are supplies, not construction material.
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Cost of components means-(1) For components purchased by the Contractor, the acquisition cost, including transportation costs to the place of incorporation into the end product (whether or not such costs are paid to a domestic firm), and any applicable duty (whether or not a duty-free entry certificate is issued); or (2) For components manufactured by the Contractor, all costs associated with the manufacture of the component, including transportation costs as described in paragraph (1) of this definition, plus allocable overhead costs, but excluding profit. Cost of components does not include any costs associated with the manufacture of the construction material. Domestic construction material means-(1) An unmanufactured construction material mined or produced in the United States; or (2) A construction material manufactured in the United States, if-(i) The cost of its components mined, produced, or manufactured in the United States exceeds 50 percent of the cost of all its components. Components of foreign origin of the same class or kind for which nonavailability determinations have been made are treated as domestic; or (ii) The construction material is a COTS item. South Caucasus/Central and South Asian (SC/CASA) state means Armenia, Azerbaijan, Georgia, Kazakhstan, Kyrgyzstan, Pakistan, Tajikistan, Turkmenistan, or Uzbekistan. SC/CASA state end product means an article that (i) Is wholly the growth, product, or manufacture of an SC/CASA state; or (ii) In the case of a construction material that consists in whole or in part of materials from another country, has been substantially transformed in as SC/CASA state into a new and different construction material distinct from which it was transformed. The term refers to a product offered for purchase under a supply contract, but the purposes of calculating the value of the end product includes services (except transportation services) incidental to its supply, provided that the value of those incidental services does not exceed the value of the product itself. ``United States'' means the 50 States, the District of Columbia, and outlying areas. (b) Domestic preference. This clause implements the Balance of Payments Program by providing a preference for domestic construction material. The Contractor shall use only domestic construction material or SC/CASA construction material in performing this contract, except for
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(1) Construction material valued at or below the simplified acquisition threshold in part 2 of the Federal Acquisition Regulation; or (2) The construction material or components listed by the Government as follows: (Contracting Officer to list applicable excepted materials or indicate none) (End of clause)

252.225-7045 BALANCE OF PAYMENTS PROGRAM--CONSTRUCTION MATERIAL UNDER TRADE AGREEMENTS (JUL 2009) (DEVIATION) (a) Definitions. As used in this clause-Caribbean Basin country construction material means a construction material that--(1) Is wholly the growth, product, or manufacture of a Caribbean Basin country; or (2) In the case of a construction material that consists in whole or in part of materials from another country, has been substantially transformed in a Caribbean Basin country into a new and different construction material distinct from the materials from which it was transformed. Commercially available off-the-shelf (COTS) item-(1) Means any item of supply (including construction material) that is-(i) A commercial item (as defined in paragraph (1) of the definition of ``commercial item'' in section 2.101 of the Federal Acquisition Regulation); (ii) Sold in substantial quantities in the commercial marketplace; and (iii) Offered to the Government, under a contract or subcontract at any tier, without modification, in the same form in which it is sold in the commercial marketplace; and (2) Does not include bulk cargo, as defined in section 3 of the Shipping Act of 1984 (46 U.S.C. 40102), such as agricultural products and petroleum products. Component means any article, material, or supply incorporated directly into construction material. Construction material means an article, material, or supply brought to the construction site by the Contractor or a subcontractor for incorporation into the building or work. The term also includes an item brought to the site preassembled from articles, materials, or supplies. However, emergency life safety systems, such as emergency lighting, fire alarm, and audio evacuation
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systems, that are discrete systems incorporated into a public building or work and that are produced as complete systems, are evaluated as a single and distinct construction material regardless of when or how the individual parts or components of those systems are delivered to the construction site. Materials purchased directly by the Government are supplies, not construction material. Cost of components means-(1) For components purchased by the Contractor, the acquisition cost, including transportation costs to the place of incorporation into the end product (whether or not such costs are paid to a domestic firm), and any applicable duty (whether or not a duty-free entry certificate is issued); or (2) For components manufactured by the Contractor, all costs associated with the manufacture of the component, including transportation costs as described in paragraph (1) of this definition, plus allocable overhead costs, but excluding profit. Cost of components does not include any costs associated with the manufacture of the construction material. Designated country means-(1) A World Trade Organization Government Procurement Agreement (WTO GPA) country (Aruba, Austria, Belgium, Bulgaria, Canada, Cyprus, Czech Republic, Denmark, Estonia, Finland, France, Germany, Greece, Hong Kong, Hungary, Iceland, Ireland, Israel, Italy, Japan, Korea (Republic of), Latvia, Liechtenstein, Lithuania, Luxembourg, Malta, Netherlands, Norway, Poland, Portugal, Romania, Singapore, Slovak Republic, Slovenia, Spain, Sweden, Switzerland, or the United Kingdom); (2) A Free Trade Agreement country (Australia, Bahrain, Canada, Chile, Costa Rica, Dominican Republic, El Salvador, Guatemala, Honduras, Mexico, Morocco, Nicaragua, Peru, or Singapore); (3) A least developed country (Afghanistan, Angola, Bangladesh, Benin, Bhutan, Burkina Faso, Burundi, Cambodia, Central African Republic, Chad, Comoros, Democratic Republic of Congo, Djibouti, East Timor, Equatorial Guinea, Eritrea, Ethiopia, Gambia, Guinea, Guinea-Bissau, Haiti, Kiribati, Laos, Lesotho, Liberia, Madagascar, Malawi, Maldives, Mali, Mauritania, Mozambique, Nepal, Niger, Rwanda, Samoa, Sao Tome and Principe, Senegal, Sierra Leone, Solomon Islands, Somalia, Tanzania, Togo, Tuvalu, Uganda, Vanuatu, Yemen, or Zambia); or (4) A Caribbean Basin country (Antigua and Barbuda, Aruba, Bahamas, Barbados, Belize, British Virgin Islands, Dominica, Grenada, Guyana, Haiti, Jamaica, Montserrat, Netherlands Antilles, St. Kitts and Nevis, St. Lucia, St. Vincent and the Grenadines, or Trinidad and Tobago). Designated country construction material means a construction material that is a WTO GPA country construction material, a Free Trade Agreement country construction material, a least developed country construction material, or a Caribbean Basin country construction material. Domestic construction material means-DRAFT

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(1) An unmanufactured construction material mined or produced in the United States; or (2) A construction material manufactured in the United States, if-(i) The cost of its components mined, produced, or manufactured in the United States exceeds 50 percent of the cost of all its components. Components of foreign origin of the same class or kind for which nonavailability determinations have been made are treated as domestic; or (ii) The construction material is a COTS item. Free Trade Agreement country construction material means a construction material that-(1) Is wholly the growth, product, or manufacture of a Free Trade Agreement country; or (2) In the case of a construction material that consists in whole or in part of materials from another country, has been substantially transformed in a Free Trade Agreement country into a new and different construction material distinct from the material from which it was transformed. Least developed country construction material means a construction material that-(1) Is wholly the growth, product, or manufacture of a least developed country; or (2) In the case of a construction material that consists in whole or in part of materials from another country has been substantially transformed in a least developed country into a new and different construction material distinct from the materials from which it was transformed. South Caucasus/Central and South Asian (SC/CASA) state means Armenia, Azerbaijan, Georgia, Kazakhstan, Kyrgyzstan, Pakistan, Tajikistan, Turkmenistan, or Uzbekistan. SC/CASA state end product means an article that (i) Is wholly the growth, product, or manufacture of an SC/CASA state; or (ii) In the case of an article that consists in whole or in part of materials from another country, has been substantially transformed in an SC/CASA state into a new and different article of commerce with a name, character, or use distinct from that of the article or articles from which it was transformed. The term refers to a product offered for purchase under a supply contract, but the purposes of calculating the value of the end product includes services (except transportation services) incidental to its supply, provided that the value of those incidental services does not exceed the value of the product itself. United States means the 50 States, the District of Columbia, and outlying areas. WTO GPA country construction material means a construction material that-DRAFT

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(1) Is wholly the growth, product, or manufacture of a WTO GPA country; or (2) In the case of a construction material that consists in whole or in part of materials from another country, has been substantially transformed in a WTO GPA country into a new and different construction material distinct from the materials from which it was transformed. (b) This clause implements the Balance of Payments Program by providing a preference for domestic construction material. In addition, the Contracting Officer has determined that the WTO GPA and Free Trade Agreements and other waivers relating to acquisitions in support of operations in Afghanistan apply to this acquisition. Therefore, the Balance of Payments Program restrictions are waived for designated country construction materials. (c) The Contractor shall use only domestic or designated country construction material in performing this contract, except for-(1) Construction material valued at or below the simplified acquisition threshold in part 2 of the Federal Acquisition Regulation; or (2) The construction material or components listed by the Government as follows: (Contracting Officer to list applicable excepted materials or indicate none.) (End of clause)

252.225-7045 BALANCE OF PAYMENTS PROGRAM--CONSTRUCTION MATERIAL UNDER TRADE AGREEMENTS (JUL 2009) ALTERNATE I (OCT 2006) (a) Definitions. As used in this clause-Australian, Chilean, or Moroccan construction material means a construction material that-(1) Is wholly the growth, product, or manufacture of Australia, Chile, or Morocco; or (2) In the case of a construction material that consists in whole or in part of materials from another country, has been substantially transformed in Australia, Chile, or Morocco into a new and different construction material distinct from the materials from which it was transformed. Bahrainian or Mexican construction material means a construction material that-(1) Is wholly the growth, product, or manufacture of Bahrain or Mexico; or

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(2) In the case of a construction material that consists in whole or in part of materials from another country, has been substantially transformed in Bahrain or Mexico into a new and different construction material distinct from the materials from which it was transformed. (b) this clause implements the Balance of Payments Program by providing a preference for domestic construction material. In addition, the Contracting Officer has determined that the WTO GPA and all Free Trade Agreements except NAFTA and other waivers relating to acquisitons in support of operations in Afghanistan apply to this acquisition. Therefore, the Balance of Payments Program restrictions are waived forSC/CASA state and designated country construction material other than Bahrainian or Mexican construction material. (c) The Contractor shall use only domestci, SC/CASA state, or designated country construction material other than Bahrainian or Mexican construction material in performing this contract, except for-(1) Construction material valued at or below the simplified acquisition threshold in Part 2 of the Federal Acquisition Regulation; or (2) The construction material or components listed by the Government as follows: (Contracting Officer to list applicable excepted materials or indicate ``none''). Caribbean Basin country construction material means a construction material that--(1) Is wholly the growth, product, or manufacture of a Caribbean Basin country; or (2) In the case of a construction material that consists in whole or in part of materials from another country, has been substantially transformed in a Caribbean Basin country into a new and different construction material distinct from the materials from which it was transformed. Commercially available off-the-shelf (COTS) item-(1) Means any item of supply (including construction material) that is-(i) A commercial item (as defined in paragraph (1) of the definition of ``commercial item'' in section 2.101 of the Federal Acquisition Regulation); (ii) Sold in substantial quantities in the commercial marketplace; and (iii) Offered to the Government, under a contract or subcontract at any tier, without modification, in the same form in which it is sold in the commercial marketplace; and (2) Does not include bulk cargo, as defined in section 3 of the Shipping Act of 1984 (46 U.S.C. 40102), such as agricultural products and petroleum products.
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Component means any article, material, or supply incorporated directly into construction material. Construction material means an article, material, or supply brought to the construction site by the Contractor or a subcontractor for incorporation into the building or work. The term also includes an item brought to the site preassembled from articles, materials, or supplies. However, emergency life safety systems, such as emergency lighting, fire alarm, and audio evacuation systems, that are discrete systems incorporated into a public building or work and that are produced as complete systems, are evaluated as a single and distinct construction material regardless of when or how the individual parts or components of those systems are delivered to the construction site. Materials purchased directly by the Government are supplies, not construction material. Cost of components means-(1) For components purchased by the Contractor, the acquisition cost, including transportation costs to the place of incorporation into the end product (whether or not such costs are paid to a domestic firm), and any applicable duty (whether or not a duty-free entry certificate is issued); or (2) For components manufactured by the Contractor, all costs associated with the manufacture of the component, including transportation costs as described in paragraph (1) of this definition, plus allocable overhead costs, but excluding profit. Cost of components does not include any costs associated with the manufacture of the construction material. Designated country means-(1) A World Trade Organization Government Procurement Agreement (WTO GPA) country (Aruba, Austria, Belgium, Bulgaria, Canada, Cyprus, Czech Republic, Denmark, Estonia, Finland, France, Germany, Greece, Hong Kong, Hungary, Iceland, Ireland, Israel, Italy, Japan, Korea (Republic of), Latvia, Liechtenstein, Lithuania, Luxembourg, Malta, Netherlands, Norway, Poland, Portugal, Romania, Singapore, Slovak Republic, Slovenia, Spain, Sweden, Switzerland, or the United Kingdom); (2) A Free Trade Agreement country (Australia, Bahrain, Canada, Chile, Costa Rica, Dominican Republic, El Salvador, Guatemala, Honduras, Mexico, Morocco, Nicaragua, Peru, or Singapore); (3) A least developed country (Afghanistan, Angola, Bangladesh, Benin, Bhutan, Burkina Faso, Burundi, Cambodia, Central African Republic, Chad, Comoros, Democratic Republic of Congo, Djibouti, East Timor, Equatorial Guinea, Eritrea, Ethiopia, Gambia, Guinea, Guinea-Bissau, Haiti, Kiribati, Laos, Lesotho, Liberia, Madagascar, Malawi, Maldives, Mali, Mauritania, Mozambique, Nepal, Niger, Rwanda, Samoa, Sao Tome and Principe, Senegal, Sierra Leone, Solomon Islands, Somalia, Tanzania, Togo, Tuvalu, Uganda, Vanuatu, Yemen, or Zambia); or

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(4) A Caribbean Basin country (Antigua and Barbuda, Aruba, Bahamas, Barbados, Belize, British Virgin Islands, Dominica, Grenada, Guyana, Haiti, Jamaica, Montserrat, Netherlands Antilles, St. Kitts and Nevis, St. Lucia, St. Vincent and the Grenadines, or Trinidad and Tobago). Designated country construction material means a construction material that is a WTO GPA country construction material, a Free Trade Agreement country construction material, a least developed country construction material, or a Caribbean Basin country construction material Domestic construction material means-(1) An unmanufactured construction material mined or produced in the United States; or (2) A construction material manufactured in the United States, if-(i) The cost of its components mined, produced, or manufactured in the United States exceeds 50 percent of the cost of all its components. Components of foreign origin of the same class or kind for which nonavailability determinations have been made are treated as domestic; or (ii) The construction material is a COTS item. Free Trade Agreement country construction material means a construction material that-(1) Is wholly the growth, product, or manufacture of a Free Trade Agreement country; or (2) In the case of a construction material that consists in whole or in part of materials from another country, has been substantially transformed in a Free Trade Agreement country into a new and different construction material distinct from the material from which it was transformed. Least developed country construction material means a construction material that-(1) Is wholly the growth, product, or manufacture of a least developed country; or (2) In the case of a construction material that consists in whole or in part of materials from another country has been substantially transformed in a least developed country into a new and different construction material distinct from the materials from which it was transformed. Mexican construction material means a construction material that-(1) Is wholly the growth, product, or manufacture of Mexico; or (2) In the case of a construction material that consists in whole or in part of materials from another country, has been substantially transformed in Mexico into a new and different construction material distinct from the materials from which it was transformed.

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(b) This clause implements the Balance of Payments Program by providing a preference for domestic construction material. In addition, the Contracting Officer has determined that the WTO GPA and all Free Trade Agreements except NAFTA apply to this acquisition. Therefore, the Balance of Payments Program restrictions are waived for designated country construction material other than Bahrainian or Mexican construction material. (c) The Contractor shall use only domestic or designated country construction material other than Bahrainian or Mexican construction material in performing this contract, except for-(1) Construction material valued at or below the simplified acquisition threshold in Part 2 of the Federal Acquisition Regulation; or (2) The construction material or components listed by the Government as follows: (Contracting Officer to list applicable excepted materials or indicate ``none''). South Caucasus/Central and South Asian (SC/CASA) state means Armenia, Azerbaijan, Georgia, Kazakhstan, Kyrgyzstan, Pakistan, Tajikistan, Turkmenistan, or Uzbekistan. SC/CASA state construction material end product means construction material that (i) Is wholly the growth, product, or manufacture of an SC/CASA state; or (ii) In the case of a construction material that consists in whole or in part of materials from another country, has been substantially transformed in as SC/CASA state into a new and different construction material distinct from the material from which it was transformed. The term refers to a product offered for purchase under a supply contract, but the purposes of calculating the value of the end product includes services (except transportation services) incidental to its supply, provided that the value of those incidental services does not exceed the value of the product itself. United States means the 50 States, the District of Columbia, and outlying areas. WTO GPA country construction material means a construction material that-(1) Is wholly the growth, product, or manufacture of a WTO GPA country; or (2) In the case of a construction material that consists in whole or in part of materials from another country, has been substantially transformed in a WTO GPA country into a new and different construction material distinct from the materials from which it was transformed. (b) This clause implements the Balance of Payments Program by providing a preference for domestic construction material. In addition, the Contracting Officer has determined that the WTO GPA and all Free Trade Agreements except NAFTA other waivers relating to acquisitions in support of operations in Afghanistan apply to this acquisition. Therefore, the Balance of
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Payments Program restrictions are waived for SC/CASA state and designated country construction material. (c) The Contractor shall use only domestic, SC/CASA state, or designated country construction material other than Bahrainian or Mexican construction material in performing this contract, except for-(1) Construction material valued at or below the simplified acquisition threshold in Part 2 of the Federal Acquisition Regulation; or (2) The construction material or components listed by the Government as follows: (Contracting Officer to list applicable excepted materials or indicate none.) (End of clause)

252.225-7995 CONTRACTOR PERSONNEL PERFORMING IN THE UNITED STATES CENTRAL COMMAND AREA OF RESPONSIBILITY (DEVIATION 2011-O0004) (APR 2011) (a) Definition. As used in this clause Chief of mission means the principal officer in charge of a diplomatic mission of the United States or of a United States office abroad which is designated by the Secretary of State as diplomatic in nature, including any individual assigned under section 502(c) of the Foreign Service Act of 1980 (Public Law 96-465) to be temporarily in charge of such a mission or office. (b) General. (1) This clause applies when contractor personnel are required to perform in the United States Central Command (USCENTCOM) Area of Responsibility (AOR) and are not covered by the clause at DFARS 252.225-7040, Contractor Personnel Authorized to Accompany U.S. Armed Forces Deployed Outside the United States. (2) Contract performance may require work in dangerous or austere conditions. Except as otherwise provided in the contract, the Contractor accepts the risks associated with required contract performance in such operations. (3) Contractor personnel are civilians. (i) Except as provided in paragraph (b)(3)(ii) of this clause, and in accordance with paragraph (i)(3) of this clause, contractor personnel are only authorized to use deadly force in self defense. (ii) Contractor personnel performing security functions are also authorized to use deadly force when use of such force reasonably appears necessary to execute their security mission to protect
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assets/persons, consistent with the terms and conditions contained in the contract or with their job description and terms of employment. (4) Service performed by contractor personnel subject to this clause is not active duty or service under 38 U.S.C. 106. (c) Support. Unless specified elsewhere in the contract, the Contractor is responsible for all logistical and security support required for contractor personnel engaged in this contract. (d) Compliance with laws and regulations. The Contractor shall comply with, and shall ensure that its personnel in the USCENTCOM AOR are familiar with and comply with, all applicable (1) United States, host country, and third country national laws; (2) Treaties and international agreements; (3) United States regulations, directives, instructions, policies, and procedures; and (4) Force protection, security, health, or safety orders, directives, and instructions issued by the USCENTCOM Commander; however, only the Contracting Officer is authorized to modify the terms and conditions of the contract. (e) Preliminary personnel requirements. (1) Specific requirements for paragraphs (e)(2)(i) through (e)(2)(vi) of this clause will be set forth in the statement of work or elsewhere in the contract. (2) Before contractor personnel depart from the United States or a third country, and before contractor personnel residing in the host country begin contract performance in the USCENTCOM AOR, the Contractor shall ensure the following: (i) All required security and background checks are complete and acceptable. (ii) All personnel are medically and physically fit and have received all required vaccinations. (iii) All personnel have all necessary passports, visas, entry permits, and other documents required for contractor personnel to enter and exit the foreign country, including those required for in-transit countries. (iv) All personnel have received theater clearance, if required by the Combatant Commander. (v) All personnel have received personal security training. The training must, at a minimum (A) Cover safety and security issues facing employees overseas; (B) Identify safety and security contingency planning activities; and
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(C) Identify ways to utilize safety and security personnel and other resources appropriately. (vi) All personnel who are U.S. citizens are registered with the U.S. Embassy or Consulate with jurisdiction over the area of operations on-line at http://www.travel.state.gov. (3) The Contractor shall notify all personnel who are not a local national or ordinarily resident in the host country that (i) Such employees, and dependents residing with such employees, who engage in conduct outside the United States that would constitute an offense punishable by imprisonment for more than one year if the conduct had been engaged in within the special maritime and territorial jurisdiction of the United States, may potentially be subject to the criminal jurisdiction of the United States (see the Military Extraterritorial Jurisdiction Act of 2000 (18 U.S.C. 3261 et seq.); (ii) Pursuant to the War Crimes Act, 18 U.S.C. 2441, Federal criminal jurisdiction also extends to conduct that is determined to constitute a violation of the law of war when committed by a civilian national of the United States; (iii) Other laws may provide for prosecution of U.S. nationals who commit offenses on the premises of United States diplomatic, consular, military, or other Government missions outside the United States (18 U.S.C. 7(9)). (f) Processing and departure points. The Contractor shall require its personnel who are arriving from outside the area of performance to perform in the USCENTCOM AOR to (1) Process through the departure center designated in the contract or complete another process as directed by the Contracting Officer; (2) Use a specific point of departure and transportation mode as directed by the Contracting Officer; and (3) Process through a reception center as designated by the Contracting Officer upon arrival at the place of performance. (g) Registration of Contractor personnel and private security contractor equipment. (1) The Contractor is required to register in the automated webbased Synchronized Predeployment and Operational Tracker (SPOT) following the procedures in paragraph (g)(4) of this clause. (2) Prior to deployment of contractor employees, or, if already in the USCENTCOM AOR, upon becoming an employee under this contract, the Contractor shall enter into SPOT, and maintain current data, including actual arrival date and departure date, for all contractor personnel,
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including U.S. citizens, U.S. legal aliens, third-country nationals, and local national contractor personnel, who are performing this contract in the USCENTCOM AOR as follows: (i) In all circumstances, this includes any personnel performing private security functions. (ii) For personnel other than those performing private security functions, this requirement excludes anyone (A) Hired under contracts valued less than $100,000; (B) Who will be performing in the CENTCOM AOR less than 30 continuous days; or (C) Who, while afloat, are tracked by the Diary message Reporting System (3) Weapons, armored vehicles, helicopters, and other military vehicles used by personnel performing private security functions under this contract must be entered into SPOT, and the currency of such information must be maintained. (4) Follow these steps to register in and use SPOT: (i) SPOT registration requires one of the following login methods: (A) A Common Access Card or a SPOT-approved digital certificate; or (B) A Government-sponsored SPOT user ID and password or an Army Knowledge Online (AKO) account. (ii) To register in SPOT: (A) Contractor company administrators should register for a SPOT account at https://spot.altess.army.mil; and (B) The customer support team must validate user need. This process may take two business days. Company supervisors will be contacted to validate Contractor company administrator account requests and determine the appropriate level of user access. (iii) Upon approval, all users will access SPOT at https://spot.altess.army.mil/. (iv) Refer SPOT application assistance questions to the Customer Support Team at 717458-0747 or SPOT.helpdesk@us.army.mil. Refer to the SPOT Enterprise Suite Resource Center at http://www.resource.spot-es.net/ for additional training resources and documentation regarding registration for and use of SPOT. (5) The Contractor shall submit aggregate contractor personnel counts at a minimum quarterly or as directed by the Contracting Officer by category (i.e. U.S. third country
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national or local national) of those contractor personnel who are on contracts valued greater than $100,000, but performing less that 30 days in the AOR (e.g. day laborers). (6) The Contractor shall ensure that all contractor personnel in the database have a current DD Form 93, Record of Emergency Data Card, on file with both the Contractor and the designated Government official. The Contracting Officer will inform the Contractor of the Government official designated to receive the data card. (h) Contractor personnel. The Contracting Officer may direct the Contractor, at its own expense, to remove and replace any contractor personnel who fail to comply with or violate applicable requirements of this contract. Such action may be taken at the Governments discretion without prejudice to its rights under any other provision of this contract, including termination for default or cause. (i) Weapons. (1) If the Contracting Officer, subject to the approval of the USCENTCOM Commander, authorizes the carrying of weapons (i) The Contracting Officer may authorize an approved Contractor to issue Contractor-owned weapons and ammunition to specified employees; or (ii) The Regional Security Officer may issue Government-furnished weapons and ammunition to the Contractor for issuance to specified contractor employees. (2) The Contractor shall provide to the Contracting Officer a specific list of personnel for whom authorization to carry a weapon is requested. (3) The Contractor shall ensure that its personnel who are authorized to carry weapons (i) Are adequately trained to carry and use them (A) Safely; (B) With full understanding of, and adherence to, the rules of the use of force issued by the USCENTCOM Commander; and (C) In compliance with applicable Department of Defense and agency policies, agreements, rules, regulations, and other applicable law; (ii) Are not barred from possession of a firearm by 18 U.S.C. 922; and (iii) Adhere to all guidance and orders issued by the USCENTCOM Commander regarding possession, use, safety, and accountability of weapons and ammunition.
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(4) Upon revocation by the Contracting Officer of the Contractors authorization to possess weapons, the Contractor shall ensure that all Government-furnished weapons and unexpended ammunition are returned as directed by the Contracting Officer. (5) Whether or not weapons are Government-furnished, all liability for the use of any weapon by contractor personnel rests solely with the Contractor and the Contractor employee using such weapon. (j) Vehicle or equipment licenses. Contractor personnel shall possess the required licenses to operate all vehicles or equipment necessary to perform the contract in the area of performance. (k) Military clothing and protective equipment. (1) Contractor personnel are prohibited from wearing military clothing unless specifically authorized by the USCENTCOM Commander. If authorized to wear military clothing, contractor personnel must wear distinctive patches, arm bands, nametags, or headgear, in order to be distinguishable from military personnel, consistent with force protection measures. (2) Contractor personnel may wear specific items required for safety and security, such as ballistic, nuclear, biological, or chemical protective equipment. (l) Evacuation. (1) If the Chief of Mission or USCENTCOM Commander orders a mandatory evacuation of some or all personnel, the Government will provide to United States and designated third country national contractor personnel the level of assistance provided to private United States citizens. (2) In the event of a non-mandatory evacuation order, the Contractor shall maintain personnel on location sufficient to meet contractual obligations unless instructed to evacuate by the Contracting Officer. (m) Notification and return of personal effects. (1) The Contractor shall be responsible for notification of the contractor personnel designated next of kin, and notification as soon as possible to the U.S. Consul responsible for the area in which the event occurred, if the individual (i) Dies; (ii) Requires evacuation due to an injury; or (iii) Is isolated, missing, detained, captured, or abducted. (2) The Contractor shall also be responsible for the return of all personal effects of deceased or missing contractor personnel, if appropriate, to next of kin.
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(n) Mortuary affairs. Mortuary affairs for contractor personnel who die in the area of performance will be handled in accordance with DoD Directive 1300.22, Mortuary Affairs Policy. (o) Changes. In addition to the changes otherwise authorized by the Changes clause of this contract, the Contracting Officer may, at any time, by written order identified as a change order, make changes in place of performance or Government-furnished facilities, equipment, material, services, or site. Any change order issued in accordance with this paragraph shall be subject to the provisions of the Changes clause of this contract. (p) Subcontracts. The Contractor shall incorporate the substance of this clause, including this paragraph (p), in all subcontracts that require subcontractor personnel to perform in the USCENTCOM AOR. (End of clause)

252.251-7000

ORDERING FROM GOVERNMENT SUPPLY SOURCES (NOV 2004)

(a) When placing orders under Federal Supply Schedules, Personal Property Rehabilitation Price Schedules, or Enterprise Software Agreements, the Contractor shall follow the terms of the applicable schedule or agreement and authorization. Include in each order: (1) A copy of the authorization (unless a copy was previously furnished to the Federal Supply Schedule, Personal Property Rehabilitation Price Schedule, or Enterprise Software Agreement contractor). (2) The following statement: Any price reductions negotiated as part of an Enterprise Software Agreement issued under a Federal Supply Schedule contract shall control. In the event of any other inconsistencies between an Enterprise Software Agreement, established as a Federal Supply Schedule blanket purchase agreement, and the Federal Supply Schedule contract, the latter shall govern. (3) The completed address(es) to which the Contractor's mail, freight, and billing documents are to be directed. (b) When placing orders under nonmandatory schedule contracts and requirements contracts, issued by the General Services Administration (GSA) Office of Information Resources Management, for automated data processing equipment, software and maintenance, communications equipment and supplies, and teleprocessing services, the Contractor shall follow the terms of the applicable contract and the procedures in paragraph (a) of this clause. (c) When placing orders for Government stock, the Contractor shall -DRAFT

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(1) Comply with the requirements of the Contracting Officer's authorization, using FEDSTRIP or MILSTRIP procedures, as appropriate; (2) Use only the GSA Form 1948-A, Retail Services Shopping Plate, when ordering from GSA Self-Service Stores; (3) Order only those items required in the performance of Government contracts; and (4) Pay invoices from Government supply sources promptly. For purchases made from DoD supply sources, this means within 30 days of the date of a proper invoice (see also Defense Federal Acquisition Regulation Supplement (DFARS) 251.105). For purchases made from DoD supply sources, this means within 30 days of the date of a proper invoice. The Contractor shall annotate each invoice with the date of receipt. The Contractor's failure to pay may also result in the DoD supply source refusing to honor the requisition (see DFARS 251.102(f)) or in the Contracting Officer terminating the Contractor's authorization to use DoD supply sources. In the event the Contracting Officer decides to terminate the authorization due to the Contractor's failure to pay in a timely manner, the Contracting Officer shall provide the Contractor with prompt written notice of the intent to terminate the authorization and the basis for such action. The Contractor shall have 10 days after receipt of the Government's notice in which to provide additional information as to why the authorization should not be terminated. The termination shall not provide the Contractor with an excusable delay for failure to perform or complete the contract in accordance with the terms of the contract, and the Contractor shall be solely responsible for any increased costs. (d) Only the Contractor may request authorization for subcontractor use of Government supply sources. The Contracting Officer will not grant authorizations for subcontractor use without approval of the Contractor. (e) Government invoices shall be submitted to the Contractor's billing address, and Contractor payments shall be sent to the Government remittance address specified below: Contractor's Billing Address: will be addressed at Task Order level Government Remittance Address: will be addressed at Task Order level: (End of clause)

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Section J - List of Documents, Exhibits and Other Attachments LIST OF DOCUMENTS, EXHIBITS, AND OTHER ATTACHMENTS ATTACHMENT TITLE Attachment 1 Attachment 2 Attachment 3 Attachment 4 Attachment 5 Attachment 6 Attachment 7 Attachment 8 Attachment 9 Attachment 10 Attachment 11 Scope of Work entitled Training Services Support Labor Categories and Minimum Qualification Requirements Pricing Matrices Contract Security Classification Specification (DD 254) Key Personnel Contractors Technical Approach Incorporated by Reference Contractors Management Approach Incorporated by Reference Contractor Quality Control Plan Incorporated in Full Text OCONUS Terms and Conditions, including Theater Business Clearance Pricing Matrix Proposal Worksheet (Excel) (only applicable to the RFP) Past Performance Questionnaire (only applicable to the RFP) DATE 08 NOV 11 16 Dec 11 NUMBER OF PAGES 18 40

Exhibit A

Contract Data Requirements List (DD Form 1423)

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Section K - Representations, Certifications and Other Statements of Offerors K.1 CLAUSES INCORPORATED BY REFERENCE

52.203-11 52.204-5 52.222-38 52.236-28 252.209-7001

Certification And Disclosure Regarding Payments SEP 2007 To Influence Certain Federal Transactions Women-Owned Business (Other Than Small MAY 1999 Business) Compliance With Veterans' Employment Reporting DEC 2001 Requirements Preparation of Proposals--Construction OCT 1997 Disclosure of Ownership or Control by the JAN 2009 Government of a Terrorist Country

K.2 CLAUSES INCORPORATED BY FULL TEXT 52.204-3 TAXPAYER IDENTIFICATION (OCT 1998) (a) Definitions. Common parent, as used in this provision, means that corporate entity that owns or controls an affiliated group of corporations that files its Federal income tax returns on a consolidated basis, and of which the offeror is a member. Taxpayer Identification Number (TIN), as used in this provision, means the number required by the Internal Revenue Service (IRS) to be used by the offeror in reporting income tax and other returns. The TIN may be either a Social Security Number or an Employer Identification Number. (b) All offerors must submit the information required in paragraphs (d) through (f) of this provision to comply with debt collection requirements of 31 U.S.C. 7701(c) and 3325(d), reporting requirements of 26 U.S.C. 6041, 6041A, and 6050M, and implementing regulations issued by the IRS. If the resulting contract is subject to the payment reporting requirements described in Federal Acquisition Regulation (FAR) 4.904, the failure or refusal by the offeror to furnish the information may result in a 31 percent reduction of payments otherwise due under the contract. (c) The TIN may be used by the Government to collect and report on any delinquent amounts arising out of the offeror's relationship with the Government (31 U.S.C. 7701(c)(3)). If the resulting contract is subject to the payment reporting requirements described in FAR 4.904, the TIN provided hereunder may be matched with IRS records to verify the accuracy of the offeror's TIN. (d) Taxpayer Identification Number (TIN).
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___ TIN:.-------------------------------------------------------___ TIN has been applied for. ___ TIN is not required because: ___ Offeror is a nonresident alien, foreign corporation, or foreign partnership that does not have income effectively connected with the conduct of a trade or business in the United States and does not have an office or place of business or a fiscal paying agent in the United States; ___ Offeror is an agency or instrumentality of a foreign government; ___ Offeror is an agency or instrumentality of the Federal Government. (e) Type of organization. ___ Sole proprietorship; ___ Partnership; ___ Corporate entity (not tax-exempt); ___ Corporate entity (tax-exempt); ___ Government entity (Federal, State, or local); ___ Foreign government; ___ International organization per 26 CFR 1.6049-4; ___ Other-------------------------------------------------------(f) Common parent. ___ Offeror is not owned or controlled by a common parent as defined in paragraph (a) of this provision. ___ Name and TIN of common parent: Name------------------------------------------------------------------TIN-------------------------------------------------------------------(End of provision)
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52.209-5

CERTIFICATION REGARDING RESPONSIBILITY MATTERS (APR 2010)

(a)(1) The Offeror certifies, to the best of its knowledge and belief, that(i) The Offeror and/or any of its Principals(A) Are ( ) are not ( ) presently debarred, suspended, proposed for debarment, or declared ineligible for the award of contracts by any Federal agency; (B) Have ( ) have not ( ), within a three-year period preceding this offer, been convicted of or had a civil judgment rendered against them for: commission of fraud or a criminal offense in connection with obtaining, attempting to obtain, or performing a public (Federal, State, or local) contract or subcontract; violation of Federal or State antitrust statutes relating to the submission of offers; or commission of embezzlement, theft, forgery, bribery, falsification or destruction of records, making false statements, tax evasion, violating Federal criminal tax laws, or receiving stolen property (if offeror checks have, the offeror shall also see 52.209-7, if included in this solicitation); and (C) Are ( ) are not ( ) presently indicted for, or otherwise criminally or civilly charged by a governmental entity with, commission of any of the offenses enumerated in paragraph (a)(1)(i)(B) of this provision.; and (D) Have [ballot], have not [ballot], within a three-year period preceding this offer, been notified of any delinquent Federal taxes in an amount that exceeds $3,000 for which the liability remains unsatisfied. (1) Federal taxes are considered delinquent if both of the following criteria apply: (i) The tax liability is finally determined. The liability is finally determined if it has been assessed. A liability is not finally determined if there is a pending administrative or judicial challenge. In the case of a judicial challenge to the liability, the liability is not finally determined until all judicial appeal rights have been exhausted. (ii) The taxpayer is delinquent in making payment. A taxpayer is delinquent if the taxpayer has failed to pay the tax liability when full payment was due and required. A taxpayer is not delinquent in cases where enforced collection action is precluded. (2) Examples. (i) The taxpayer has received a statutory notice of deficiency, under I.R.C. Sec. 6212, which entitles the taxpayer to seek Tax Court review of a proposed tax deficiency. This is not a delinquent tax because it is not a final tax liability. Should the taxpayer seek Tax Court review, this will not be a final tax liability until the taxpayer has exercised all judicial appeal rights.
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(ii) The IRS has filed a notice of Federal tax lien with respect to an assessed tax liability, and the taxpayer has been issued a notice under I.R.C. Sec. 6320 entitling the taxpayer to request a hearing with the IRS Office of Appeals contesting the lien filing, and to further appeal to the Tax Court if the IRS determines to sustain the lien filing. In the course of the hearing, the taxpayer is entitled to contest the underlying tax liability because the taxpayer has had no prior opportunity to contest the liability. This is not a delinquent tax because it is not a final tax liability. Should the taxpayer seek tax court review, this will not be a final tax liability until the taxpayer has exercised all judicial appeal rights. (iii) The taxpayer has entered into an installment agreement pursuant to I.R.C. Sec. 6159. The taxpayer is making timely payments and is in full compliance with the agreement terms. The taxpayer is not delinquent because the taxpayer is not currently required to make full payment. (iv) The taxpayer has filed for bankruptcy protection. The taxpayer is not delinquent because enforced collection action is stayed under 11 U.S.C. 362 (the Bankruptcy Code). (ii) The Offeror has ( ) has not ( ), within a three-year period preceding this offer, had one or more contracts terminated for default by any Federal agency. (2) Principal, for the purposes of this certification, means an officer, director, owner, partner, or a person having primary management or supervisory responsibilities within a business entity (e.g., general manager; plant manager; head of a division or business segment; and similar positions). (b) The Offeror shall provide immediate written notice to the Contracting Officer if, at any time prior to contract award, the Offeror learns that its certification was erroneous when submitted or has become erroneous by reason of changed circumstances. (c) A certification that any of the items in paragraph (a) of this provision exists will not necessarily result in withholding of an award under this solicitation. However, the certification will be considered in connection with a determination of the Offeror's responsibility. Failure of the Offeror to furnish a certification or provide such additional information as requested by the Contracting Officer may render the Offeror nonresponsible. (d) Nothing contained in the foregoing shall be construed to require establishment of a system of records in order to render, in good faith, the certification required by paragraph (a) of this provision. The knowledge and information of an Offeror is not required to exceed that which is normally possessed by a prudent person in the ordinary course of business dealings. (e) The certification in paragraph (a) of this provision is a material representation of fact upon which reliance was placed when making award. If it is later determined that the Offeror knowingly rendered an erroneous certification, in addition to other remedies available to the Government, the Contracting Officer may terminate the contract resulting from this solicitation for default. (End of provision)
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52.209-7 INFORMATION REGARDING RESPONSIBILITY MATTERS (APR 2010) (a) Definitions. As used in this provision-Administrative proceeding means a non-judicial process that is adjudicatory in nature in order to make a determination of fault or liability (e.g., Securities and Exchange Commission Administrative Proceedings, Civilian Board of Contract Appeals Proceedings, and Armed Services Board of Contract Appeals Proceedings). This includes administrative proceedings at the Federal and State level but only in connection with performance of a Federal contract or grant. It does not include agency actions such as contract audits, site visits, corrective plans, or inspection of deliverables. Federal contracts and grants with total value greater than $10,000,000 means-(1) The total value of all current, active contracts and grants, including all priced options; and (2) The total value of all current, active orders including all priced options under indefinitedelivery, indefinite-quantity, 8(a), or requirements contracts (including task and delivery and multiple-award Schedules). (b) The offeror ( ) has ( ) does not have current active Federal contracts and grants with total value greater than $10,000,000. (c) If the offeror checked has in paragraph (b) of this provision, the offeror represents, by submission of this offer, that the information it has entered in the Federal Awardee Performance and Integrity Information System (FAPIIS) is current, accurate, and complete as of the date of submission of this offer with regard to the following information: (1) Whether the offeror, and/or any of its principals, has or has not, within the last five years, in connection with the award to or performance by the offeror of a Federal contract or grant, been the subject of a proceeding, at the Federal or State level that resulted in any of the following dispositions: (i) In a criminal proceeding, a conviction. (ii) In a civil proceeding, a finding of fault and liability that results in the payment of a monetary fine, penalty, reimbursement, restitution, or damages of $5,000 or more. (iii) In an administrative proceeding, a finding of fault and liability that results in-(A) The payment of a monetary fine or penalty of $5,000 or more; or
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(B) The payment of a reimbursement, restitution, or damages in excess of $100,000. (iv) In a criminal, civil, or administrative proceeding, a disposition of the matter by consent or compromise with an acknowledgment of fault by the Contractor if the proceeding could have led to any of the outcomes specified in paragraphs (c)(1)(i), (c)(1)(ii), or (c)(1)(iii) of this provision. (2) If the offeror has been involved in the last five years in any of the occurrences listed in (c)(1) of this provision, whether the offeror has provided the requested information with regard to each occurrence. (d) The offeror shall enter the information in paragraphs (c)(1)(i) through (c)(1)(iv) of this provision in FAPIIS as required through maintaining an active registration in the Central Contractor Registration database at http://www.ccr.gov (see 52.204-7). Principal means an officer, director, owner, partner, or a person having primary management or supervisory responsibilities within a business entity (e.g., general manager; plant manager; head of a division or business segment; and similar positions). (End of provision)

52.215-6

PLACE OF PERFORMANCE (OCT 1997)

(a) The offeror or respondent, in the performance of any contract resulting from this solicitation, ( ) intends, ( ) does not intend (check applicable block) to use one or more plants or facilities located at a different address from the address of the offeror or respondent as indicated in this proposal or response to request for information. (b) If the offeror or respondent checks intends in paragraph (a) of this provision, it shall insert in the following spaces the required information: Place of Performance(Street Address, City, State, County, Zip Code) Name and Address of Owner and Operator of the Plant or Facility if Other Than Offeror or Respondent (End of provision)

52.219-1 SMALL BUSINESS PROGRAM REPRESENTATIONS (MAY 2004) ALTERNATE I (APR 2002)
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(a)(1) The North American Industry Classification System (NAICS) code for this acquisition is 541330. (2) The small business size standard is $27M. (3) The small business size standard for a concern which submits an offer in its own name, other than on a construction or service contract, but which proposes to furnish a product which it did not itself manufacture, is 500 employees. (b) Representations. (1) The offeror represents as part of its offer that it ( ) is, ( ) is not a small business concern. (2) (Complete only if the offeror represented itself as a small business concern in paragraph (b)(1) of this provision.) The offeror represents, for general statistical purposes, that it ( ) is, ( ) is not a small disadvantaged business concern as defined in 13 CFR 124.1002. (3) (Complete only if the offeror represented itself as a small business concern in paragraph (b)(1) of this provision.) The offeror represents as part of its offer that it ( ) is, ( ) is not a women-owned small business concern. (4) (Complete only if the offeror represented itself as a small business concern in paragraph (b)(1) of this provision.) The offeror represents as part of its offer that it ( ) is, ( ) is not a veteran-owned small business concern. (5) (Complete only if the offeror represented itself as a veteran-owned small business concern in paragraph (b)(4) of this provision.) The offeror represents as part of its offer that it ( ) is, ( ) is not a service-disabled veteran-owned small business concern. (6) [Complete only if the offeror represented itself as a small business concern in paragraph (b)(1) of this provision.] The offeror represents, as part of its offer, that-(i) It ( ) is, ( ) is not a HUBZone small business concern listed, on the date of this representation, on the List of Qualified HUBZone Small Business Concerns maintained by the Small Business Administration, and no material change in ownership and control, principal office, or HUBZone employee percentage has occurred since it was certified by the Small Business Administration in accordance with 13 CFR part 126; and (ii) It ( ) is, ( ) is not a joint venture that complies with the requirements of 13 CFR part 126, and the representation in paragraph (b)(6)(i) of this provision is accurate for the HUBZone small business concern or concerns that are participating in the joint venture. (The offeror shall enter the name or names of the HUBZone small business concern or concerns that are participating in the joint venture:____________.) Each HUBZone small business concern participating in the joint venture shall submit a separate signed copy of the HUBZone representation.

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(7) (Complete if offeror represented itself as disadvantaged in paragraph (b)(2) of this provision.) The offeror shall check the category in which its ownership falls: ____ Black American. ____ Hispanic American. ____ Native American (American Indians, Eskimos, Aleuts, or Native Hawaiians). ____ Asian-Pacific American (persons with origins from Burma, Thailand, Malaysia, Indonesia, Singapore, Brunei, Japan, China, Taiwan, Laos, Cambodia (Kampuchea), Vietnam, Korea, The Philippines, U.S. Trust Territory of the Pacific Islands (Republic of Palau), Republic of the Marshall Islands, Federated States of Micronesia, the Commonwealth of the Northern Mariana Islands, Guam, Samoa, Macao, Hong Kong, Fiji, Tonga, Kiribati, Tuvalu, or Nauru). ____ Subcontinent Asian (Asian-Indian) American (persons with origins from India, Pakistan, Bangladesh, Sri Lanka, Bhutan, the Maldives Islands, or Nepal). ____ Individual/concern, other than one of the preceding. (c) Definitions. As used in this provision-Service-disabled veteran-owned small business concern-(1) Means a small business concern-(i) Not less than 51 percent of which is owned by one or more service-disabled veterans or, in the case of any publicly owned business, not less than 51 percent of the stock of which is owned by one or more service-disabled veterans; and (ii) The management and daily business operations of which are controlled by one or more service-disabled veterans or, in the case of a service-disabled veteran with permanent and severe disability, the spouse or permanent caregiver of such veteran. (2) Service-disabled veteran means a veteran, as defined in 38 U.S.C. 101(2), with a disability that is service-connected, as defined in 38 U.S.C. 101(16). "Small business concern," means a concern, including its affiliates, that is independently owned and operated, not dominant in the field of operation in which it is bidding on Government contracts, and qualified as a small business under the criteria in 13 CFR Part 121 and the size standard in paragraph (a) of this provision. Veteran-owned small business concern means a small business concern--

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(1) Not less than 51 percent of which is owned by one or more veterans (as defined at 38 U.S.C. 101(2)) or, in the case of any publicly owned business, not less than 51 percent of the stock of which is owned by one or more veterans; and (2) The management and daily business operations of which are controlled by one or more veterans. "Women-owned small business concern," means a small business concern -(1) That is at least 51 percent owned by one or more women or, in the case of any publicly owned business, at least 51 percent of the stock of which is owned by one or more women; or (2) Whose management and daily business operations are controlled by one or more women. (d) Notice. (1) If this solicitation is for supplies and has been set aside, in whole or in part, for small business concerns, then the clause in this solicitation providing notice of the set-aside contains restrictions on the source of the end items to be furnished. (2) Under 15 U.S.C. 645(d), any person who misrepresents a firm's status as a small, HUBZone small, small disadvantaged, or women-owned small business concern in order to obtain a contract to be awarded under the preference programs established pursuant to section 8(a), 8(d), 9, or 15 of the Small Business Act or any other provision of Federal law that specifically references section 8(d) for a definition of program eligibility, shall-(i) Be punished by imposition of fine, imprisonment, or both; (ii) Be subject to administrative remedies, including suspension and debarment; and (iii) Be ineligible for participation in programs conducted under the authority of the Act. (End of provision)

52.219-22

SMALL DISADVANTAGED BUSINESS STATUS (OCT 1999)

(a) General. This provision is used to assess an offeror's small disadvantaged business status for the purpose of obtaining a benefit on this solicitation. Status as a small business and status as a small disadvantaged business for general statistical purposes is covered by the provision at FAR 52.219-1, Small Business Program Representation. (b) Representations.
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(1) General. The offeror represents, as part of its offer, that it is a small business under the size standard applicable to this acquisition; and either-___ (i) It has received certification by the Small Business Administration as a small disadvantaged business concern consistent with 13 CFR 124, Subpart B; and (A) No material change in disadvantaged ownership and control has occurred since its certification; (B) Where the concern is owned by one or more disadvantaged individuals, the net worth of each individual upon whom the certification is based does not exceed $750,000 after taking into account the applicable exclusions set forth at 13 CFR 124.104(c)(2); and (C) It is identified, on the date of this representation, as a certified small disadvantaged business concern in the database maintained by the Small Business Administration(PRO0Net); or ___ (ii) It has submitted a completed application to the Small Business Administration or a Private Certifier to be certified as a small disadvantaged business concern in accordance with 13 CFR 124, Subpart B, and a decision on that application is pending, and that no material change in disadvantaged ownership and control has occurred since its application was submitted. (2)___ For Joint Ventures. The offeror represents, as part of its offer, that it is a joint venture that complies with the requirements at 13 CFR 124.1002(f) and that the representation in paragraph (b)(1) of this provision is accurate for the small disadvantaged business concern that is participating in the joint venture. [The offeror shall enter the name of the small disadvantaged business concern that is participating in the joint venture: ____________.] (c) Penalties and Remedies. Anyone who misrepresents any aspects of the disadvantaged status of a concern for the purposes of securing a contract or subcontract shall: (1) Be punished by imposition of a fine, imprisonment, or both; (2) Be subject to administrative remedies, including suspension and debarment; and (3) Be ineligible for participation in programs conducted under the authority of the Small Business Act. (End of provision)

52.222-18 CERTIFICATION REGARDING KNOWLEDGE OF CHILD LABOR FOR LISTED END PRODUCTS (FEBRUARY 2001) (a) Definition.
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Forced or indentured child labor means all work or service-(1) Exacted from any person under the age of 18 under the menace of any penalty for its nonperformance and for which the worker does not offer himself voluntarily; or (2) Performed by any person under the age of 18 pursuant to a contract the enforcement of which can be accomplished by process or penalties. (b) Listed end products. The following end product(s) being acquired under this solicitation is (are) included in the List of Products Requiring Contractor Certification as to Forced or Indentured Child Labor, identified by their country of origin. There is a reasonable basis to believe that listed endproducts from the listed countries of origin may have been mined, produced, or manufactured by forced or indentured child labor. Listed End Product ------------------------------------------------------------------------------------------------------------------------------------------Listed Countries of Origin ------------------------------------------------------------------------------------------------------------------------------------------(c) Certification. The Government will not make award to an offeror unless the offeror, by checking the appropriate block, certifies to either paragraph (c)(1) or paragraph (c)(2) of this provision. ( ) (1) The offeror will not supply any end product listed in paragraph (b) of this provision that was mined, produced, or manufactured in a corresponding country as listed for that end product. ( ) (2) The offeror may supply an end product listed in paragraph (b) of this provision that was mined, produced, or manufactured in the corresponding country as listed for that product. The offeror certifies that it has made a good faith effort to determine whether forced or indentured child labor was used to mine, produce, or manufacture such end product. On the basis of those efforts, the offeror certifies that it is not aware of any such use of child labor. (End of provision)

52.222-22

PREVIOUS CONTRACTS AND COMPLIANCE REPORTS (FEB 1999)

The offeror represents that -(a) ( ) It has, ( ) has not participated in a previous contract or subcontract subject to the Equal
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Opportunity clause of this solicitation; (b) ( ) It has, ( ) has not, filed all required compliance reports; and (c) Representations indicating submission of required compliance reports, signed by proposed subcontractors, will be obtained before subcontract awards. (End of provision)

52.222-25

AFFIRMATIVE ACTION COMPLIANCE (APR 1984)

The offeror represents that (a) [ ] it has developed and has on file, [ ] has not developed and does not have on file, at each establishment, affirmative action programs required by the rules and regulations of the Secretary of Labor (41 CFR 60-1 and 60-2), or (b) [ ] has not previously had contracts subject to the written affirmative action programs requirement of the rules and regulations of the Secretary of Labor. (End of provision)

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52.223-13 2003)

CERTIFICATION OF TOXIC CHEMICAL RELEASE REPORTING (AUG

(a) Executive Order 13148, of April 21, 2000, Greening the Government through Leadership in Environmental Management, requires submission of this certification as a prerequisite for contract award. (b) By signing this offer, the offeror certifies that-(1) As the owner or operator of facilities that will be used in the performance of this contract that are subject to the filing and reporting requirements described in section 313 of the Emergency Planning and Community Right-to-Know Act of 1986 (EPCRA) (42 U.S.C. 11023) and section 6607 of the Pollution Prevention Act of 1990 (PPA) (42 U.S.C. 13106), the offeror will file and continue to file for such facilities for the life of the contract the Toxic Chemical Release Inventory Form (Form R) as described in sections 313(a) and (g) of EPCRA and section 6607 of PPA; or (2) None of its owned or operated facilities to be used in the performance of this contract is subject to the Form R filing and reporting requirements because each such facility is exempt for at least one of the following reasons: (Check each block that is applicable.) ( ) (i) The facility does not manufacture, process, or otherwise use any toxic chemicals listed in 40 CFR 372.65; ( ) (ii) The facility does not have 10 or more full-time employees as specified in section 313.(b)(1)(A) of EPCRA 42 U.S.C. 11023(b)(1)(A); ( ) (iii) The facility does not meet the reporting thresholds of toxic chemicals established under section 313(f) of EPCRA, 42 U.S.C. 11023(f) (including the alternate thresholds at 40 CFR 372.27, provided an appropriate certification form has been filed with EPA); ( ) (iv) The facility does not fall within the following Standard Industrial Classification (SIC) codes or their corresponding North American Industry Classification System sectors: (A) Major group code 10 (except 1011, 1081, and 1094. (B) Major group code 12 (except 1241). (C) Major group codes 20 through 39. (D) Industry code 4911, 4931, or 4939 (limited to facilities that combust coal and/or oil for the purpose of generating power for distribution in commerce).

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(E) Industry code 4953 (limited to facilities regulated under the Resource Conservation and Recovery Act, Subtitle C (42 U.S.C. 6921, et seq.), 5169, 5171, or 7389 (limited to facilities primarily engaged in solvent recovery services on a contract or fee basis); or ( ) (v) The facility is not located within the United States or its outlying areas. (End of clause)

52.225-18

PLACE OF MANUFACTURE (SEP 2006)

(a) Definitions. As used in this clause-Manufactured end product means any end product in Federal Supply Classes (FSC) 1000-9999, except-(1) FSC 5510, Lumber and Related Basic Wood Materials; (2) Federal Supply Group (FSG) 87, Agricultural Supplies; (3) FSG 88, Live Animals; (4) FSG 89, Food and Related Consumables; (5) FSC 9410, Crude Grades of Plant Materials; (6) FSC 9430, Miscellaneous Crude Animal Products, Inedible; (7) FSC 9440, Miscellaneous Crude Agricultural and Forestry Products; (8) FSC 9610, Ores; (9) FSC 9620, Minerals, Natural and Synthetic; and (10) FSC 9630, Additive Metal Materials. Place of manufacture means the place where an end product is assembled out of components, or otherwise made or processed from raw materials into the finished product that is to be provided to the Government. If a product is disassembled and reassembled, the place of reassembly is not the place of manufacture. (b) For statistical purposes only, the offeror shall indicate whether the place of manufacture of the end products it expects to provide in response to this solicitation is predominantly-DRAFT

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(1) ( ) In the United States (Check this box if the total anticipated price of offered end products manufactured in the United States exceeds the total anticipated price of offered end products manufactured outside the United States); or (2) ( ) Outside the United States. (End of provision)

52.230-1 2008)

COST ACCOUNTING STANDARDS NOTICES AND CERTIFICATION (OCT

Note: This notice does not apply to small businesses or foreign governments. This notice is in three parts, identified by Roman numerals I through III. Offerors shall examine each part and provide the requested information in order to determine Cost Accounting Standards (CAS) requirements applicable to any resultant contract. If the offeror is an educational institution, Part II does not apply unless the contemplated contract will be subject to full or modified CAS coverage pursuant to 48 CFR 9903.201-2(c)(5) or 9903.201-2(c)(6), respectively. I. DISCLOSURE STATEMENT--COST ACCOUNTING PRACTICES AND CERTIFICATION (a) Any contract in excess of $650,000 resulting from this solicitation will be subject to the requirements of the Cost Accounting Standards Board (48 CFR Chapter 99), except for those contracts which are exempt as specified in 48 CFR 9903.201-1. (b) Any offeror submitting a proposal which, if accepted, will result in a contract subject to the requirements of 48 CFR Chapter 99 must, as a condition of contracting, submit a Disclosure Statement as required by 48 CFR 9903.202. When required, the Disclosure Statement must be submitted as a part of the offeror's proposal under this solicitation unless the offeror has already submitted a Disclosure Statement disclosing the practices used in connection with the pricing of this proposal. If an applicable Disclosure Statement has already been submitted, the offeror may satisfy the requirement for submission by providing the information requested in paragraph (c) of Part I of this provision. CAUTION: In the absence of specific regulations or agreement, a practice disclosed in a Disclosure Statement shall not, by virtue of such disclosure, be deemed to be a proper, approved, or agreed-to practice for pricing proposals or accumulating and reporting contract performance cost data.
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(c) Check the appropriate box below: (1) Certificate of Concurrent Submission of Disclosure Statement. The offeror hereby certifies that, as a part of the offer, copies of the Disclosure Statement have been submitted as follows: (i) original and one copy to the cognizant Administrative Contracting Officer (ACO) or cognizant Federal agency official authorized to act in that capacity (Federal official), as applicable, and (ii) one copy to the cognizant Federal auditor. (Disclosure must be on Form No. CASB DS-1 or CASB DS-2, as applicable. Forms may be obtained from the cognizant ACO or Federal official and/or from the loose-leaf version of the Federal Acquisition Regulation.) Date of Disclosure Statement: ______________________ Name and Address of Cognizant ACO or Federal Official Where Filed: ____________________________________ The offeror further certifies that the practices used in estimating costs in pricing this proposal are consistent with the cost accounting practices disclosed in the Disclosure Statement. (2) Certificate of Previously Submitted Disclosure Statement. The offeror hereby certifies that the required Disclosure Statement was filed as follows: Date of Disclosure Statement: _______________________ Name and Address of Cognizant ACO or Federal Official Where Filed: _______________________________________ The offeror further certifies that the practices used in estimating costs in pricing this proposal are consistent with the cost accounting practices disclosed in the applicable Disclosure Statement. (3) Certificate of Monetary Exemption. The offeror hereby certifies that the offeror, together with all divisions, subsidiaries, and affiliates under common control, did not receive net awards of negotiated prime contracts and subcontracts subject to CAS totaling more than $50 million (of which at least one award exceeded $1 million) in the cost accounting period immediately preceding the period in which this proposal was submitted. The offeror further certifies that if such status changes before an award resulting from this proposal, the offeror will advise the Contracting Officer immediately. (4) Certificate of Interim Exemption. The offeror hereby certifies that (i) the offeror first exceeded the monetary exemption for disclosure, as defined in (3) of this subsection, in the cost accounting period immediately preceding the period in which this offer was submitted and (ii) in accordance with 48 CFR 9903.202-1, the offeror is not yet required to submit a Disclosure Statement. The offeror further certifies that if an award resulting from this proposal has not been made within 90 days after the
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end of that period, the offeror will immediately submit a revised certificate to the Contracting Officer, in the form specified under subparagraph (c)(1) or (c)(2) of Part I of this provision, as appropriate, to verify submission of a completed Disclosure Statement. CAUTION: Offerors currently required to disclose because they were awarded a CAS-covered prime contract or subcontract of $50 million or more in the current cost accounting period may not claim this exemption (4). Further, the exemption applies only in connection with proposals submitted before expiration of the 90-day period following the cost accounting period in which the monetary exemption was exceeded. II. COST ACCOUNTING STANDARDS--ELIGIBILITY FOR MODIFIED CONTRACT COVERAGE If the offeror is eligible to use the modified provisions of 48 CFR 9903.201-2(b) and elects to do so, the offeror shall indicate by checking the box below. Checking the box below shall mean that the resultant contract is subject to the Disclosure and Consistency of Cost Accounting Practices clause in lieu of the Cost Accounting Standards clause. ( ) The offeror hereby claims an exemption from the Cost Accounting Standards clause under the provisions of 48 CFR 9903.201-2(b) and certifies that the offeror is eligible for use of the Disclosure and Consistency of Cost Accounting Practices clause because during the cost accounting period immediately preceding the period in which this proposal was submitted, the offeror received less than $50 million in awards of CAS-covered prime contracts and subcontracts. The offeror further certifies that if such status changes before an award resulting from this proposal, the offeror will advise the Contracting Officer immediately. CAUTION: An offeror may not claim the above eligibility for modified contract coverage if this proposal is expected to result in the award of a CAS-covered contract of $50 million or more or if, during its current cost accounting period, the offeror has been awarded a single CAS-covered prime contract or subcontract of $25 million or more. III. ADDITIONAL COST ACCOUNTING STANDARDS APPLICABLE TO EXISTING CONTRACTS The offeror shall indicate below whether award of the contemplated contract would, in accordance with subparagraph (a)(3) of the Cost Accounting Standards clause, require a change in established cost accounting practices affecting existing contracts and subcontracts. ( ) YES ( ) NO (End of provision

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252.204-7007 ANNUAL REPRESENTATIONS AND CERTIFICATIONS (52.204-8) ALTERNATE A (MAY 2010) (a)(1) The North American Industry Classification System (NAICS) code for this acquisition is 541330. (2) The small business size standard is $27M. (3) The small business size standard for a concern which submits an offer in its own name, other than on a construction or service contract, but which proposes tofurnish a product which it did not itself manufacture, is 500 employees. (b)(1) If the clause at 52.204-7, Central Contractor Registration, is included in this solicitation, paragraph (d) of this provision applies. (2) If the clause at 52.204-7 is not included in this solicitation, and the offeror is currently registered in CCR, and has completed the ORCA electronically, the offeror may choose to use paragraph (d) of this provision instead of completing the corresponding individual representations and certifications in the solicitation. The offeror shall indicate which option applies by checking one of the following boxes: (__) Paragraph (d) applies. (__) Paragraph (d) does not apply and the offeror has completed the individual representations and certifications in the solicitation. (c)(1) The following representations or certifications in ORCA are applicable to this solicitation as indicated: (i) 52.203-2, Certificate of Independent Price Determination. This provision applies to solicitations when a firm-fixed-price contract or fixed-price contract with economic price adjustment is contemplated, unless-(A) The acquisition is to be made under the simplified acquisition procedures in Part 13; (B) The solicitation is a request for technical proposals under two-step sealed bidding procedures; or (C) The solicitation is for utility services for which rates are set by law or regulation. (ii) 52.203-11, Certification and Disclosure Regarding Payments to Influence Certain Federal Transactions. This provision applies to solicitations expected to exceed $100,000. (iii) 52.204-3, Taxpayer Identification. This provision applies to solicitations that do not include the clause at 52.204-7, Central Contractor Registration.
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(iv) 52.204-5, Women-Owned Business (Other Than Small Business).This provision applies to solicitations that-(A) Are not set aside for small business concerns; (B) Exceed the simplified acquisition threshold; and (C) Are for contracts that will be performed in the United States or its outlying areas. (v) 52.209-5, Certification Regarding Responsibility Matters. This provision applies to solicitations where the contract value is expected to exceed the simplified acquisition threshold. (vi) 52.214-14, Place of Performance--Sealed Bidding. This provision applies to invitations for bids except those in which the place of performance is specified by the Government. (vii) 52.215-6, Place of Performance. This provision applies to solicitations unless the place of performance is specified by the Government. (viii) 52.219-1, Small Business Program Representations (Basic & Alternate I). This provision applies to solicitations when the contract will be performed in the United States or its outlying areas. (A) The basic provision applies when the solicitations are issued by other than DoD, NASA, and the Coast Guard. (B) The provision with its Alternate I applies to solicitations issued by DoD, NASA, or the Coast Guard. (ix) 52.219-2, Equal Low Bids. This provision applies to solicitations when contracting by sealed bidding and the contract will be performed in the United States or its outlying areas. (x) 52.222-22, Previous Contracts and Compliance Reports. This provision applies to solicitations that include the clause at 52.222-26, Equal Opportunity. (xi) 52.222-25, Affirmative Action Compliance. This provision applies to solicitations, other than those for construction, when the solicitation includes the clause at 52.222-26, Equal Opportunity. (xii) 52.222-38, Compliance with Veterans' Employment Reporting Requirements. This provision applies to solicitations when it is anticipated the contract award will exceed the simplified acquisition threshold and the contract is not for acquisition of commercial items. (xiii) 52.223-1, Biobased Product Certification. This provision applies to solicitations that require the delivery or specify the use of USDA-designated items; or include the clause at
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52.223-2, Affirmative Procurement of Biobased Products Under Service and Construction Contracts. (xiv) 52.223-4, Recovered Material Certification. This provision applies to solicitations that are for, or specify the use of, EPA-designated items. (xv) 52.225-2, Buy American Act Certificate. This provision applies to solicitations containing the clause at 52.225-1. (xvi) 52.225-4, Buy American Act--Free Trade AgreementsIsraeli Trade Act Certificate. (Basic, Alternate I, and Alternate II) This provision applies to solicitations containing the clause at 52.225-3. (A) If the acquisition value is less than $25,000, the basic provision applies. (B) If the acquisition value is $25,000 or more but is less than $50,000, the provision with its Alternate I applies. (C) If the acquisition value is $50,000 or more but is less than $67,826, the provision with its Alternate II applies. (xvii) 52.225-6, Trade Agreements Certificate. This provision applies to solicitations containing the clause at 52.225-5. (xviii) 52.225-20, Prohibition on Conducting Restricted Business Operations in Sudan-Certification. (xix) 52.226-2, Historically Black College or University and Minority Institution Representation. This provision applies to-(A) Solicitations for research, studies, supplies, or services of the type normally acquired from higher educational institutions; and (B) For DoD, NASA, and Coast Guard acquisitions, solicitations that contain the clause at 52.219-23, Notice of Price Evaluation Adjustment for Small Disadvantaged Business Concerns. (2) The following certifications are applicable as indicated by the Contracting Officer: (Contracting Officer check as appropriate.) ----(i) 52.219-19, Small Business Concern Representation for the Small Business Competitiveness Demonstration Program. ------(ii) 52.219-21, Small Business Size Representation for Targeted Industry Categories Under the Small Business Competitiveness Demonstration Program.
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------(iii) 52.219-22, Small Disadvantaged Business Status. ------(A) Basic. ------(B) Alternate I. ------(iv) 52.222-18, Certification Regarding Knowledge of Child Labor for Listed End Products. ------(v) 52.222-48, Exemption from Application of the Service Contract Act to Contracts for Maintenance, Calibration, or Repair of Certain Equipment Certification. ------(vi) 52.222-52 Exemption from Application of the Service Contract Act to Contracts for Certain Services--Certification. ------(vii) 52.223-9, with its Alternate I, Estimate of Percentage of Recovered Material Content for EPA-Designated Products (Alternate I only). ------(viii) 52.223-13, Certification of Toxic Chemical Release Reporting. ------(ix) 52.227-6, Royalty Information. ------ (A) Basic. ------ (B) Alternate I. ------(x) 52.227-15, Representation of Limited Rights Data and Restricted Computer Software. (d) The offeror has completed the annual representations and certifications electronically via the Online Representations and Certifications Application (ORCA) Web site at https://orca.bpn.gov/. After reviewing the ORCA database information, the offeror verifies by submission of the offer that the representations and certifications currently posted electronically have been entered or updated within the last 12 months, are current, accurate, complete, and applicable to this solicitation (including the business size standard applicable to the NAICS code referenced for this solicitation), as of the date of this offer, and are incorporated in this offer by reference (see FAR 4.1201); except for the changes identified below [offeror to insert changes, identifying change by clause number, title, date]. These amended representation(s) and/or certification(s) are also incorporated in this offer and are current, accurate, and complete as of the date of this offer. ---------------------------------------------------------------------------------------------------------------FAR/DFARS clause No. Title Date Change ---------------------------------------------------------------------------------------------------------------DRAFT

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---------------------------------------------------------------------------------------------------------------Any changes provided by the offeror are applicable to this solicitation only, and do not result in an update to the representations and certifications posted on ORCA. (End of Provision)

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Section L - Instructions, Conditions and Notices to Bidders L.1 PROPOSAL DUE DATE Offerors are invited to submit proposals to the individual named below no later than XX Central Time, XXXXX. The past performance volume shall be submitted 15 calendar days prior to the date established for receipt of proposals. Offerors are encouraged to submit the Past Performance Questionnaire to its designated references in sufficient time for the responses to be returned to the Government by the proposal due date. For US Post Office Delivery, use the following: Army Contracting Command Redstone Arsenal, US Army Space and Missile Defense Command/Army Forces Strategic Command, Contracting and Acquisition Management Office ATTN: SMDC-ACC-R, Stefanie Polk P.O. Box 1500 Huntsville, AL 35807 For FedEx Delivery or Hand Carry Delivery, use the following: Army Contracting Command Redstone Arsenal, US Army Space and Missile Defense Command/Army Forces Strategic Command, Contracting and Acquisition Management Office Von Braun Complex ATTN: SMDC-ACC-R, Stefanie Polk Building 5224 Redstone Arsenal, AL 35898 L.2 QUESTION AND COMMENTS Questions and comments are invited to be submitted electronically to the following address: W9113M-12-R-0005 Training Services Support Stefanie Polk Stefanie.polk@smdc.army.mil Responses will be provided Amendment to the RFP and will be posted to FedBizOpps. The Government will receive and respond to questions received within 15 calendar days of release of the RFP. No questions or comments will be entertained if received after this date. L.3 CLAUSES INCORPORATED BY REFERENCE
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52.204-6 52.215-1 52.215-15 52.215-16 52.215-17 52.215-20 52.216-27 52.216-28 52.222-24 52.222-46 52.237-10 252.204-7001 252.227-7016

Data Universal Numbering System (DUNS) Number Instructions to Offerors--Competitive Acquisition Pension Adjustments and Asset Reversions Facilities Capital Cost of Money Waiver of Facilities Capital Cost of Money Requirements for Cost or Pricing Data or Information Other Than Cost or Pricing Data Single or Multiple Awards Multiple Awards for Advisory and Assistance Services Preaward On-Site Equal Opportunity Compliance Evaluation Evaluation Of Compensation For Professional Employees Identification of Uncompensated Overtime Commercial And Government Entity (CAGE) Code Reporting Rights in Bid or Proposal Information

APR 2008 JAN 2004 OCT 2010 JUN 2003 OCT 1997 OCT 1997 OCT 1995 OCT 1995 FEB 1999 FEB 1993 OCT 1997 AUG 1999 JAN 2011

L.4 CLAUSES INCORPORATED BY FULL TEXT 52.211-2 AVAILABILITY OF SPECIFICATIONS, STANDARDS, AND DATA ITEM DESCRIPTIONS LISTED IN THE ACQUISITION STREAMLINING AND STANDARDIZATION INFORMATION SYSTEM (ASSIST) (JAN 2006) (a) Most unclassified Defense specifications and standards may be downloaded from the following ASSIST websites: (1) ASSIST (http://assist.daps.dla.mil); (2) Quick Search (http://assist.daps.dla.mil/quicksearch); (3) ASSISTdocs.com (http://assistdocs.com). (b) Documents not available from ASSIST may be ordered from the Department of Defense Single Stock Point (DoDSSP) by-(1) Using the ASSIST Shopping Wizard (http://assist.daps.dla.mil/wizard); (2) Phoning the DoDSSP Customer Service Desk (215) 697-2179, Mon-Fri, 0730 to 1600 EST; or

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(3) Ordering from DoDSSP, Building 4, Section D, 700 Robbins Avenue, Philadelphia, PA 19111-5094, Telephone (215) 697-2667/2179, Facsimile (215) 697-1462. (End of provision)

52.216-1

TYPE OF CONTRACT (APR 1984)

This MAIDIQ provides for multiple pricing arrangements which will be available for use in the pricing of individual TOs. The type of TO will be determined based upon the nature of the requirement. Authorized contract types that may be awarded include, but are not limited to, the following: 52.252-1

Firm, Fixed Price (FFP) Fixed Price Incentive Fee (FPIF) Fixed Price/Labor Hour (FP/LH) with Cost Reimbursable (no fee) Materials and Other Direct Costs,Travel and DBA Insurance Cost-Plus-Fixed-Fee (CPFF) Cost-Plus-Incentive-Fee (CPIF) SOLICITATION PROVISIONS INCORPORATED BY REFERENCE (FEB 1998)

This solicitation incorporates one or more solicitation provisions by reference, with the same force and effect as if they were given in full text. Upon request, the Contracting Officer will make their full text available. The offeror is cautioned that the listed provisions may include blocks that must be completed by the offeror and submitted with its quotation or offer. In lieu of submitting the full text of those provisions, the offeror may identify the provision by paragraph identifier and provide the appropriate information with its quotation or offer. Also, the full text of a solicitation provision may be accessed electronically at this/these address(es): FEDERAL ACQUISITION REGULATION http://farsite.hill.af.mil/VFFARA.HTM or http://www.arnet.gov/far/ DEFENSE FEDERAL ACQUISITION REGULATION http://www.acq.osd.mil/dp/dars/dfars/html (End of provision) 52.252-5 AUTHORIZED DEVIATIONS IN PROVISIONS (APR 1984)

(a) The use in this solicitation of any Federal Acquisition Regulation (48 CFR Chapter 1) provision with an authorized deviation is indicated by the addition of"(DEVIATION)" after the date of the provision.
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The use in this solicitation of any (48 CFR Chapter ) provision with an authorized deviation is indicated by the addition of "(DEVIATION)" after the name of the regulation.
(b)

(End of provision) 52.233-2 SERVICE OF PROTEST (SEP 2006)

(a) Protests, as defined in section 33.101 of the Federal Acquisition Regulation, that are filed directly with an agency, and copies of any protests that are filed with the Government Accountability Office (GAO), shall be served on the Contracting Officer (addressed as follows) by obtaining written and dated acknowledgment of receipt from: Army Contracting Command, U.S. Army Space and Missile Defense Command/Army Forces Strategic Command, Contracting and Acquisition Management Office ATTN: SMDC-RDC-A (Polk) P.O. Box 1500 Huntsville, Alabama 35807-3801 (b) The copy of any protest shall be received in the office designated above within one day of filing a protest with the GAO. (End of provision) L.5 PRE-CONTRACT COSTS The contractor shall not be reimbursed for any costs incurred for the preparation of a proposal in response to this Solicitation unless such costs are specifically authorized in writing by the Contracting Officer. L.6 ORGANIZATIONAL CONFLICT OF INTEREST - NOTICE REGARDING ORGANIZATIONAL CONFLICT OF INTEREST (OCI) AGREEMENT(S) (FAR 9.5) a. Responsibility lies with prime contract offerors to ensure that both they and their subcontractors and team members are not restricted from participating in this proposed acquisition due to either of the following reasons: (1) An OCI clause in any Army Contracting Command contract, (2) Work performed under any Government contract that would result in a potential conflict as set forth in FAR 9.5. b. Any offeror who has signed or any of whose proposed subcontractors or team members have signed a contract with an OCI agreement as either a prime contractor or subcontractor under
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any Army Contracting Command (ACC) contract shall submit a written request to the Request for Proposal (RFP) issuing office to obtain approval to participate in this acquisition (if such OCI agreement requires submittal of a written request and if the technology area is the same as or is closely related to the subject of this RFP). The request from offerors with an OCI restriction under a prime contractor under a subcontractor to a prime contract shall provide (i) a copy of the prime contractor subcontract OCI clause and (ii) a copy of each Scope of Work (SOW) or task assignment of the effort the offeror is performing or has performed. Four copies plus a copy for each office that has a SOW/task assignment of the above data shall be provided for review. A technical government point of contact, including name and office symbol, shall be provided for each SOW/task assignment submitted for review. c. Any request pursuant to paragraph b. above shall be submitted to arrive at this RFP's issuing office not later than ten (10) calendar days from the date of issuance of this solicitation. L.7 RESTRICTED PARTICIPATION Four MAIDIQs will be competed simultaneously to support the CNTPO. These arrangements are: DoD Counter Narco-Terrorism Program Office (CNTPO) Operations, Logistics and Minor Construction Support DoD Counter Narco-Terrorism Program Office (CNTPO) Training DoD Counter Narco-Terrorism Program Office (CNTPO) Command, Control, Communications, Information, Detection & Monitoring (C3IDM) Support DoD Counter Narco-Terrorism Program Office (CNTPO) Program and Programmatic Support

The Government has reviewed these acquisitions and determined that due to the strong potential for conflicts of interested, offerors that propose under the Program and Programmatic Support MAIDIQ are excluded from participating as a prime contractor or team member/subcontractor at any level under the other three CNTPO MAIDIQs identified above. L.8 TEAMING ARRANGEMENTS Exclusive teaming arrangements will not be recognized by the Government under this acquisition. Further, there are no restrictions to participating under one or more teams, except as set forth in L.7 above. L.9 OFFERORS LIBRARY: The draft and final Request for Proposal (RFP) and any amendments thereto will be posted on FEDBIZOPS website. L.10 GENERAL PROVISIONS
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a. General: In order for proposals to receive full consideration for award, offerors should ensure that the information furnished in support of the proposal is factual, accurate, and complete. Failure to provide the information requested by this RFP may render the offerors proposal incomplete and ineligible for further consideration for award. b. Disclosure Of Proposal: Information contained in the offeror's technical, past performance or price/cost must be released under the Freedom of Information Act (FOIA) (5 U.S.C. 552) upon request from the public except to the extent it contains trade secrets, privileged or confidential commercial or financial information, or is otherwise exempted from release. Unsuccessful offer proposals will not be released pursuant to a FOIA request. See FAR 52.2151 regarding restriction on disclosure and use of the data. c. Certification Of Current Cost Or Pricing Data: The Contractor may be required to provide a Certificate of Current Cost or Pricing Data upon the conclusion of negotiations of this contract, as requested by the Contracting Officer. L.11 PROPOSAL SUBMISSION/FORMAT a. General: For the purposes of this RFP, the terms offerors, contractor, and prime contractor are used synonymously. These instructions provide guidance to the offeror in preparing the proposal and describe the approach for development and presentation of the proposed data in response to this solicitation. The proposal must comply fully with these instructions. FAILURE TO DO SO MAY BE CAUSE FOR REJECTION. b. Submission of Proposals: The proposal shall include all of the information requested in these instructions. Alternate proposals are not allowed and will not be considered or evaluated by the Government. Offerors are responsible for including sufficient details, in a concise manner, to permit a complete and accurate evaluation of each proposal. The offeror should clearly state in its proposal how it intends to accomplish this contract. Mere acknowledgment or restatement of a requirement or task is not acceptable. Relevance to the effort listed herein is critical. Each volume should be specific and complete. All the requirements under the solicitation are mandatory. The information in the proposal should be presented in a clear, coherent, and concise manner. By your proposal submission, you are representing that your firm will perform all the requirements specified in the solicitation. The offeror shall submit a proposal that addresses the requirements listed in the solicitation and in the Sample Task Order Instructions. The contractor shall demonstrate how each requirement will be satisfied. Unsupported approaches/concepts will result in a degraded rating. Failure to specifically follow proposal submission requirements and directions may result in a degraded rating. Information, including experience, qualifications, capability, and management commitment that clearly demonstrate and support the offeror's claims is essential. The proposal must clearly demonstrate understanding of the contract requirements and the ability to perform. The absence of such evidence will adversely influence the evaluation of the proposal.
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All information shall be confined to the appropriate file. The offerors shall confine submissions to essential matters, sufficient to define the proposal and provide adequate basis for evaluation. Proposals shall be unclassified, unless classified appendices are required (contact the Contracting Officer for specific directions in this regard). c. Discrepancies: If an offeror believes information in this RFP or these instructions contain an error, omission or are otherwise unsound, the offeror shall immediately notify the Contracting Officer in writing and provide supporting rationale. d. Submission of Offerors: The proposal submitted shall be in electronic and hard copy form as further detailed in section L.10 below. The electronic proposal shall be submitted in Microsoft Office, with backward version compatibility. No information shall be submitted in .pdf format. All information shall be confined to the appropriate Volume to facilitate independent evaluation. Proposals which do not follow these guidelines or which do not include the requested minimum information may be eliminated from further consideration for award. L.12 PROPOSAL VOLUMES: a. For purposes of this request for proposal (RFP), a page is defined as one side of standard 8 1/2" x 11" paper, 12 pitch or equivalent, proportional spacing permissible, "newspaper copy type" style (two column permissible), 1 inch margin all sides, single spaced. Any charts or graphs must be clearly legible and may contain font size smaller than 12 pitch. Foldouts are permissible and are not required to be printed double-sided; however, each 8 1/2 x 11 fold will count as a page. 11 x 17 paper foldouts will counts as two pages. All pages shall be numbered. Print both sides of paper (head to head). b. Each volume of the proposal should be separately bound in a three-ring loose-leaf binder that shall permit the volume to lie flat when open. Staples shall not be used. The cover of each volume should be clearly marked as to volume number, title, copy number, solicitation number and the Offeror's name. The same identifying data should be placed on the spine of each binder. c. Each page shall be identified with the companys complete legal name, date, and solicitation number in the header and/or footer of the page. Proprietary information shall be clearly marked in the header and/or footer of that page where applicable. d. The offerors shall apply all appropriate markings including those prescribed in accordance with FAR 52.215-1(e) Restriction on Disclosure and Use of Data, and FAR 3.1044 Disclosure, Protection, and Marking of Contractor Bid or Proposal Information and Source Selection Information.
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e. A single cross-reference table to the MAIDIQ Scope of Work (SOW) and the Offerors technical approach, and any applicable RFP requirements is required, but is not included in the stated page limitations. Copies of the proposal volumes shall be numbered in sequence; i.e., copy 1 of 5 copies, etc. The proposal volumes shall be submitted in accordance with the following tables and subparagraphs. f. Countable Pages Exclude: Title Page Tables of Contents and Illustrations Dividers and Tabs Past Performance Questionnaires Resumes Release of Subcontractor Past Performance Information Sheets Joint Venture, Teaming and/or Partnering Agreements DD254 Confidentiality Agreements List of Figures, Tables, Acronyms and Definitions Letters of Intent or Commitment, Glossaries and Indices

g. All electronic data must be Microsoft Office, virus free, Compact Disk (CD). Each of the volumes shall be saved in a separate file on the proposal disk(s). The narrative portions shall be in Microsoft Word (MS Office 2000 for Windows); the price data shall be in Microsoft Excel (MS Office 2000 for Windows) with all links and formulas intact and shall be maintained throughout all revisions. NOTE: Do NOT provide spreadsheets in Adobe Acrobat or word processing format. All CDs shall be submitted in a non-compressed, PC format. If files contain links and formulas, the links/formulas shall be intact and maintained through all revisions. It is pertinent that all field/files in the pricing proposal remain UNLOCKED, NONPASSWORD PROTECTED AND/OR UNPROTECTED. Do not include pivot tables in spreadsheets. The diskettes containing cost data shall contain all formulas used in developing the proposal. Each CD submitted shall be labeled with the date, company name, volume and copy number. h. All tables, schematics, etc. of each volume/appendix shall be cross indexed to the corresponding paragraph of the offerors proposal. Title pages, table of contents, acronym lists, and resumes will not be included in the page limitations. i. Offerors are advised that proposals submitted that exceed the stated page number limitations will not be evaluated beyond the page limits identified herein. j. Offerors shall propose to satisfy the entire MAIDIQ SOW. Partial offers are not acceptable. Acknowledgement or restatement of a requirement or a task is not acceptable. Relevance to the effort listed herein is critical. Each volume should be specific and complete. All requirements under the solicitation are mandatory. The information in the proposal should
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be presented in a clear, coherent, and concise manner. By your proposal submittal, you are representing that your firm will perform all the requirements specified in the solicitation.

Volume

Title

Page Limitation Tab A unlimited pages Tab B 5 Tab C 1

Volume I

RFP DOCUMENTS AND GENERAL INFORMATION Tab A: General Information Tab B: Executive Summary Tab C: Section A Standard Form 26, Solicitation, Offer and Award Tab D: Acknowledgement of Amendment Tab E: Section B Schedule of Pricing Tab F: Section G Contract Administration Information Tab G: Section H Special Provisions Information Tab H: Section K Representations, Certifications and Other Statement of Offerors Tab I: DD254 Tab J: Teaming/Subcontract Arrangements Tab K: Exception to Terms and Conditions SAMPLE TASK ORDER RESPONSES Tab A: Sample Task Order 1 Tab B: Sample Task Order 2 Tab C: Sample Task Order 3

# of Hard Copies Original +3

# of Compact Disks Original + 1

Tabs D, E, F, G, H and I as necessary to provide information required by RFP

Tabs J and K unlimited pages

Volume II

Tab A: 30 Tab B: 30 Tab C: 30 All page limitations exclusive of price

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Volume

Title

proposal, which is unlimited Page Limitation

Volume III

TECHNICAL / MANAGEMENT APPROACH Tab A: Technical Approach Scope of Tab A: 25 Work Tab B: Program Management Tab C: Personnel Staffing, Recruiting and Retention Approach Key Personnel Tab D: Quality Control Delivery Assurance Approach Tab E: Small Business Subcontracting / Utilization Approach Tab B: 30 Tab C: 25

# of Hard Copies Original +3

# of Compact Disks Original + 3

Tab D: 25

Volume IV

COST/PRICE Tab A: Systems Information and POCs Tab B: BOE/BOP for Rate Development Tab C: Rate Build-up Spreadsheets Tab D: Notional Contract Price Tab E: Sample Task Order Prices Tab F: Request For Rate Information Form PAST PERFORMANCE

Tab E: Unlimited pages Unlimited pages

Original +3 (prime) Original + 2 (each sub)

Original + 1 for prime and each sub

Volume V

50 Pages

Original +2

Original + 1

L.14 VOLUME DESCRIPTIONS L.14.1 Volume I - General: The general volume shall consist of the following:
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a. Tab A: General Information A.1 - Table of Contents: Provide a Table of Contents that identifies for the reader the location, by proposal volume, of each major proposal element required in the table above. A copy of the Table of Contents shall be provided with each Proposal Volume. A.2 - List of Figures, Tables, Acronyms and Definitions: Provide a listing of figures and tables by location in each proposal volume. Provide a list of acronyms and their definitions for all acronyms used in your proposal. A copy shall be provided with each Proposal Volume. A.3 - Identification of Proposal POC provide the primary point of contract during the solicitation phase. A.4 - Name of Contractors Cognizant DCAA Office and POC information for the prime and each major subcontractor. A.5 - Information Regarding Status of Systems (accounting, purchasing, estimating, etc): Provide the status of all systems that will be used in the execution of this contract. Copies of the current Disclosure Statement shall be provided, as well as any rate agreements for the prime and each major subcontractor.

b. Tab B: Executive Summary: The Executive Summary should provide an overview and synopsis of the proposal, and is to be used as an aid in understanding the organization, content, and interrelationship of the proposal material. At a minimum, the Executive Summary should introduce your team and discuss the key contributions for each major subcontractor (major subcontractor is one that is proposed to satisfy key/critical functional areas and/or 20% of the overall SOW effort), discuss your overall team philosophy. The offeror shall provide a brief history of the creation and development of the company and a description of the legal structure and organization of the company. Information is to be formatted at a summary level and should represent only data found elsewhere in the proposal. Pertinent aspects of the proposed approach including teaming approaches, if any, subcontracting, and relevant corporate experience and expertise on similar programs should be identified. Particular proposal advantages or unique approaches should also be highlighted. Price information shall not be included in this document. c. Tab C: Section A Standard Form 33, Solicitation, Offer and Award: Complete the required areas. d. Tab D: Acknowledgement of Amendments if not acknowledged in Tab C e. Tab E: Section B Schedule of Pricing: Complete the required areas. f. Tab F: Section G Contract Administration Information: Complete the required areas. g. Tab G: Section H Special Provisions Information: Complete the required areas.

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h. Tab H: Section K Representations, Certifications and Other Statement of Offerors: Complete Section K, Representations, Certifications, and Other Statements of Offerors. i. Tab I: DD 254: Complete the required areas. j. Tab J: Teaming/Subcontract Arrangements: Provide a detailed description of all teaming/subcontracting arrangements, e.g., formal or informal joint-venture, traditional primesub relationship, and/or other formal or informal team arrangement, to include identification of the lead contractor and the roles/responsibilities of all participants. Explain the rationale for selecting each subcontractor and teaming arrangement. Explain the type of contractual arrangement, the likelihood of the subcontractor accepting the arrangement. Identify any foreseen risks associated with the proposed teaming/subcontract arrangement(s) and address how those risks will be mitigated to ensure successful contract performance. For offerors proposing under a formal or informal joint-venture agreement, or other formal teaming arrangement, provide a copy of the fully executed agreement to include signatures of all parties. (Note: copies of these executed agreements do NOT count against page limits.) k. Tab K: Exceptions to Terms and Conditions: The offeror shall file exceptions to terms and conditions of this solicitation in this tab. L.14.2 Volume II Sample Task Orders: The Sample Task Orders bring all aspects of the offerors proposal together into a comprehensive presentation of the offerors proposed technical/management approach, past performance and price. The offeror will be provided with task orders, at least one of which will represent an actual requirement that will be awarded to the awardee(s). The TORP for each sample task order will provide the required minimum requirements, which shall be read in conjunction with the terms and conditions of this solicitation. Particular attention is directed to Section H, H.1 and H.2. The offeror shall provide a TOP and price proposal with each Sample Task Order. The price proposal for the the Sample Task Order shall be provided solely in the Price volume. L.14.3 Volume III - Technical / Management Approach: This volume shall present an integrated approach to demonstrating your understanding of the requirements of the IDIQ SOW and your approach to executing task orders awarded to your firm. The offeror shall provide rationale sufficient to allow an objective evaluation of the offerors technical approach. No actual cost estimates shall be included in Volume III. Information provided in this volume shall be consistent with the Price proposal volume and the Sample Task Order volume to ensure a sufficiently comprehensive proposal is submitted to support the Governments evaluation. The Technical/Management Volume shall be separated by tabs as shown below. Proposals containing only statements of compliance (e.g., "will comply") are not acceptable.
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a. Tab A - Technical Approach: The Technical Approach shall describe the Contractors overall technical approach to MAIDIQ SOW. The proposal shall include the proposed technical team, framework and understanding of required resources needed to successfully complete diverse and complex tasks simultaneously. The technical proposal paragraphs shall reference the pertinent paragraph in the MAIDIQ SOW section. The technical proposal shall contain a comprehensive discussion of the offerors identification of CNTPO support requirements and recommended approaches to resolve issues in support of the CNTPO mission. The offeror should demonstrate the depth and breadth of its corporate technical capabilities, knowledge, expertise and relevant experience to efficiently and effectively support the CNTPO mission and functions as set forth in the MAIDIQ SOW, to include support in potentially hazardous OCONUS locations. The Contractor should demonstrate its understanding and commitment to the CNTPO mission, including direct worldwide support of CNTPO in support of the Department of Defense, Other Government Agencies and partner nations. The information should address how the offeror will successfully meet all requirements with acceptable risk. Discuss how you will address changes to the requirement, which might include, for example, acceleration of schedules, changes in workload. The offeror shall provide an assessment of risk associated with its approach to supporting the CNTPO mission, including the offerors assessment of any risks associated with the offeror's proposed technical approach. The offeror shall provide thorough and credible techniques, methods, and actions that will be used by the offeror to mitigate the offerors assessed risk(s) associated with the CNTPO mission and the IDIQ SOW. The offeror shall identify and provide a comprehensive description of proposed risk mitigation techniques and methods identified for risk mitigation, including examples that have been successfully used by the offeror. If work is to be completed in other than Government provided facilities, discuss the availability of facilities to be provided by the Contractor to include necessary tools and equipment to accomplish task requirements. Discuss and list information, materials, equipment, property, facilities, etc. that you require the Government to provide. Include the impact (e.g., cost, schedule, performance) should the Government not be able to provide the required information, materials, equipment, property, facilities, etc. Discuss any innovations you plan to employ and the value added/benefit contemplated. The offeror shall provide a comprehensive description of its relevant CONUS and OCONUS support experience including similarities to the size, scope, complexity and dollar value of support services being procured under this solicitation. Present actual experience under federal contracts (identified by the team member to whom the experience belongs), highlighting challenges, lessons learned and other information to assist in presentation of your understanding of the requirement and the approach you will employ to satisfy the requirements of the IDIQ SOW. It is recognized that portions of this information may be presented again under the past performance volume.

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b. Tab B - Program Management: Tab B.1. - Offerors Organizational Plan and Management Approach: Discuss how you propose to manage the proposed team to satisfy the diverse and geographically challenged aspects of this program, the simultaneous execution of multiple complex task orders, and the management of an accountable program that satisfies the requirements of this solicitation. This section shall address the various elements of the organization of the team proposed to perform the effort. The offeror shall provide a comprehensive organizational plan that effectively executes the requirements of the SOW. The offeror shall describe the organizational structure, including major subcontractors, and how that organization fits into the firms overall corporate structure. The offeror shall address communications within the Contractor/Government team as well as the subcontractors. The offeror shall address their approach to developing an efficient, coordinated, and cost-effective approach to managing subcontracts, executing technical directives, and achieving small business subcontracting goals. The offeror shall address any risks associated with the proposed structure and put forward mitigation strategies to keep the risk within acceptable limits to ensure successful contract performance. The offeror shall describe the organizational structure, including major subcontractors, and how that organization fits into the overall corporate structure. The reporting and review relationship with corporate management and the commitment to maintaining core resources shall be explained. In describing the program organization, the offeror shall include (i) responsibilities, lines of authority, and span of control, (ii) relationship among the prime contractor and subcontractors and process for assigning SOW task responsibility, (iii) flow of information among the offeror's team and organization, and (iv) interface and communication among the contractor team, requiring activities, and external organizations. The offeror shall also describe the process for managing and controlling team members and subcontractors to include the reporting and review requirements imposed and the process for timely incorporation of team member and subcontractor financial information into the prime's data. The offeror shall fully describe the management control system established for effective planning and control of resources to include the process for scheduling, budgeting, and accumulating cost, identifying cost and schedule problems, and providing timely and detailed performance status reports to management and the Government. The process for accounting and collecting costs for separate sources of funds and tasks shall be explained.

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The offeror shall provide a comprehensive description of the proposed management structure and the approach to ensuring successful management of this complex program. Provide management methodologies, control systems, resources, and approach to managing the cost, schedule, and performance in the execution of the program. Discuss the processes and procedures you will employ to manage workflow and work performance. The offeror shall fully describe the management control system established for effective planning and control of resources to include the process for scheduling, budgeting, and accumulating cost, identifying cost and schedule problems, and providing timely and detailed performance status reports to management and the Government. The process for accounting and collecting costs for separate sources of funds and tasks shall be explained. The offeror shall define the core resources and the reporting and review relationship with corporate management. In describing the management structure, the offeror shall include (i) responsibilities, lines of authority, and span of control, (ii) relationship among the prime contractor and sub-contractors (iii) flow of information among the offerors teams and organization, and (iv) interface and communication among the contractor team, requiring activities, and external organizations. The offeror shall describe the process for managing and controlling team members and sub-contractors to include the reporting and reviewing of requirements imposed and the process for timely incorporation of team member and sub-contractor financial information into the prime's data. The offeror shall further describe its approach for managing these team members/ subcontractors and maintaining organizational control over their contractual efforts. The discussion shall include the processes that will be employed to maintain privity of contract restrictions while, at the same time, efficiently conveying Government technical requirements to team members/subcontractors, implementing changes in technical direction, monitoring/measuring their performance, and ensuring that all task objectives are achieved. The offeror shall provide its proposed risk management plan to identify potential program risks, assess their significance and provide efficient mitigation approaches including the offerors, sub-contractors, suppliers, and vendors. Discuss implementation of management controls to provide early visibility/resolution for project management, technical, cost, schedule problems, defining the contract work, assigning
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responsibility, determining staffing levels and labor mix, providing appropriate detailed cost and schedule data and controlling Government Furnished Property. Address the various elements of the offerors and team members innovative business approaches. The offeror shall address any risks in the business practices associated with any innovations and put forward mitigation strategies to keep the risk within acceptable limits to ensure successful contract performance. The offeror shall describe improvements in the business processes and practices of the offeror that have contributed to the enhanced efficiency of past contract performance. Supporting information must include verifiable evidence of cost reductions and how they were achieved. Accomplishments described must be clearly related to and demonstrate cost control and operational efficiency. The information here should not result in alternate cost proposals. Alternate proposals will not be evaluated.

Tab B.2. - Management of Resources: The offeror shall address its approach to obtain and sustain the resources in personnel, facilities, and supplies. The offeror shall describe the proposed resources, facilities, equipment, services, and information, to be used in accomplishing the requirements of this contract. Discussed planned technologies and tools that will be provided to execute the proposed solutions.The contractor shall identify the home office location and the advantages, benefits, and costs attributable to the location identified. The contractor shall address its approach to ensure the timely availability and cost effectiveness of contractor resources.

Tab B.3. - Contract Management Approach: The offerors shall provide a Contract Management Plan depicting how all tasks within the scope of the contract will be managed based on the terms and conditions of the contract. Overall, this plan shall address the offerors proposal for effective and timely contract management. The offeror shall provide its proposed plan for early identification and resolution of problems. The offeror shall provide how its management plan will identify and prevent Organizational Conflicts of Interest while performing this acquisitions requirements. The plan shall clearly delineate the lines of communication and specify individuals who will directly interact with the Governments Contracting Office.
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The plan shall clearly depict processes and procedures that will be utilized to control all deliverables with due dates as well as all other general correspondence. Offerors shall address their ability to monitor contract activities and identify, in a timely manner, problem areas and recommend solutions. The offeror shall address the management approach to ensure a competitive environment among suppliers, consultants, and other sub-contracting elements to ensure the Government continuously receives the best value. The offeror shall address the proposed approach for qualifying potential sub-contractors, pricing evaluation, selection criteria, and administration at the task order level. The offeror shall address how work performed by small business is to be tracked, measured against the Small Business Participation Plan established goals, and reported to the Government on a quarterly basis. The offeror shall provide a comprehensive description of its proposed process and methodology that will be used to provide quick responses to tasking. The offeror shall provide its proposed turnaround times for technical directives or task order proposals, method for quickly handling changes to tasks in process, and approach to quickly assemble the appropriate personnel and resources to meet the requirements both CONUS and OCONUS. The offeror shall provide a thorough and credible responsive approach with regard to the total task (i.e. how the offeror shall provide and ensure responsiveness from task order initiation to goods or service delivery). Discuss how evolving technology, programmatic, and cost/price information will flow into task requirements. Discuss the processes and procedures you will employ to manage workflow and work performance (to include achievement of the standards set forth in the Task Order). This also includes implementing management controls to provide early visibility/resolution for project management, technical, cost, schedule problems, defining the contract work, assigning responsibility, determining staffing levels and labor mix, performing special requirements, and providing appropriate detailed cost and schedule data to contract management and to the Government Property control of material management process shall be presented The offeror shall present a plan which details how he will ensure compliance with the Organizational Conflict of Interest clauses in
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Section H. The plan shall clearly identify a credible and concrete mechanism for identifying, avoiding, neutralizing, or mitigating actual or potential conflicts. The plan shall clearly present the firms review process for evaluating the proposed mitigation plan if an actual conflict is identified. The plan shall discuss training, to include refresher training that will be provided to the entire team. Procurement Integrity Issues. The offeror shall address, as applicable, employment issues relative to procurement integrity and laws governing former Government employees (see DoD Directive 5500.7, Joint Ethics Regulation). Selection for award is predicated upon determination of responsibility to be made by the Contracting Officer. Such determination will be made in accordance with FAR 9.104 and will utilize, at a minimum, documents submitted under this Tab.

c. Tab C - Personnel Staffing, Recruiting and Retention Approach: The offeror shall provide its approach to acquire and retain qualified and cleared personnel throughout the life of this contract. Discuss your approach to managing workload fluctuations (surge) and to ensuring the ability to maintain the required personnel to satisfy all aspects of the SOW. Discuss your staffing approach and how the key personnel proposed fit within the labor categories set forth in Attachment 2. The labor categories provided in Attachment 2 are definitive in terms of the labor category titles and minimum qualifications, experience and education required under each labor category. Discuss your understanding, ability and commitment to provide adequate competent and productive personnel (key and non-key) with the necessary specialized and unique qualifications and requirements associated with supporting the dynamic CNTPO mission, as well as the unique and highly specialized qualifications required of Contractor employees deployed to potentially hazardous OCONUS locations. The offeror shall provide its proposed policies and procedures for verifying education and experience to ensure that resumes submitted for key personnel are current, complete, and accurate and the safeguards in place to ensure that personnel assigned to non-key labor categories meet the requirements of those labor categories. The offeror shall provide background knowledge, expertise, experience, skills, training, and security clearances of the proposed
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key management and key team members (to include the prime contractor and subcontractors). The offerors shall submit a listing of the proposed key personnel for the categories delineated in Section H, Special Provision H-15. The Key Personnel submission shall include resumes for each of the personnel listed in the reference. Resumes shall be restricted to two (2) pages per individual and are not included in the page limitations. The offeror should provide how their proposed key personnel would successfully satisfy the program and operations support requirements set forth in the SOW. For each of the key personnel, describe the qualifications, capability and experience related to the requirements to include execution of tasks for multiple/diverse organizations, and discuss the rationale for proposing this key person; this listing will be subject to negotiation prior to making a final determination for inclusion in any resultant contract. The resumes shall include the proposed key personnel's background experience, especially addressing experience pertinent to this particular effort, crossreferenced to the SOW section. The resume shall include a statement of availability signed by the proposed candidate. For key personnel who are not employed by the offeror at the time of the proposal, the offeror shall submit a letter of intent, including projected salary, from the individual. Resumes will be submitted in the following required format: (Resumes are should be carefully prepared to ensure information is pertinent to the solicitation.) Resumes may be submitted for other than key personnel at the discretion of the offeror. Resumes for other than key personnel count against the page limitations. RESUME FORMAT NAME PROPOSED ROLE/POSITION SECURITY CLEARANCE AND DATE GRANTED EDUCATION Colleges attended, major, dates of attendance, and degree attained and/or hours completed
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Special training EXPERIENCE In reverse chronological order (with the most current job listed first), list the inclusive dates, employer, a brief description of the task performed, and job title. RELATED EXPERIENCE Specify the experience that meets or exceeds the minimum qualifications necessary to perform the role/position assigned. Include the relevant data/information that establishes why this person is the best choice for stated role/position. THE MOST SIGNIFICANT MANAGERIAL ACCOMPLISHMENT IN THE LAST FIVE YEARS RELATED TO THIS EFFORT THE MOST SIGNIFICANT SKILL THAT RELATES TO THE PROPOSED ROLE/POSITION DATE OF AVAILABILITY COMMITMENT TO THIS CONTRACT PLANNED PERCENTAGE OF TIME TO THIS EFFORT d. Tab D: Quality Control Delivery Assurance Approach: The offeror shall provide its proposed quality control approach and discuss how it will be implemented. Discuss your Quality Management System (QMS). Discuss your proposed approach to revising and updating the Quality Control Plan. Discuss how quality standards (e.g., ISO 9000, etc) will be employed at the task order level to aid in management of the task. Discuss how quality control at the task order level will be implemented and how the lessons learned will be shared at the program level. Discuss both CONUS and OCONUS quality control for services, supplies/material and construction type task orders. The offeror will provide a detailed description of the offerors capability to provide goods and services worldwide. The offerors detailed description shall include the offerors ability to deliver the entire spectrum of equipment and services to support the CNTPO mission worldwide as reflected in the basic IDIQ contract SOW, including potentially hazardous OCONUS locations such as combat areas (e.g. Afghanistan, Iraq) and remote and possibly hostile locations
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( e.g. Colombian border). The offerors detailed description shall include details of proposed Subcontractors quality control approaches. e. Tab E: Small/Small Disadvantaged Business Utilization Approach: Discuss your proposed approach for using small business subcontractors and suppliers. Articulate how the your approach satisfies the small business subcontracting goals set forth in Section H and the small business participation/subcontracting requirements set forth in Section I. Discuss your approach to ensure that 15 percent of the total contract value is satisfied by small businesses. Identify the work by phase that will most likely be accomplished by small businesses. Discuss how each of the proposed subcontractors was selected and the role intended for each. Identify how this work will be tracked and reported to the Government on a quarterly basis. Tab E.1 - Teaming/Subcontract Arrangements and Management: Provide a detailed description of all teaming/subcontracting arrangements, e.g., formal or informal joint-venture, traditional prime-sub relationship, and/or other formal or informal team arrangement, to include identification of the lead contractor and the roles/responsibilities of all participants. Explain the rationale for selecting each subcontractor and teaming arrangement. Explain the type of contractual arrangement, the likelihood of the subcontractor accepting the arrangement. Identify any foreseen risks associated with the proposed teaming/subcontract arrangement(s) and address how those risks will be mitigated to ensure successful contract performance. For offerors proposing under a formal or informal jointventure agreement, or other formal teaming arrangement, provide a copy of the fully executed agreement to include signatures of all parties. (Note: copies of these executed agreements do NOT count against page limits.) The offeror shall further describe its approach for managing these team members/ subcontractors and maintaining organizational control over their contractual efforts. The discussion shall include the processes that will be employed to maintain privity of contract restrictions while, at the same time, efficiently conveying Government technical requirements to team members/subcontractors, implementing changes in technical direction, monitoring/measuring their performance, and ensuring that all task objectives are achieved. Submission of Teaming Agreement package shall include: The Teaming Agreement signed by all parties. Prime contractors are to assign a NAICS code to each subcontract, based on content pursuant to FAR 19.102. Be advised that the NAICS code for the basic contract is 541330. Subcontracted work which is similar to the basic contract should use this NAICS code. While offerors are not bound to use the same NAICS for all subcontracting, deviations must clearly fit the
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NAICS description chosen. To qualify as a small business, subcontractors must meet the size standard for the NAICS code of the subcontract. Tab E.2 - Small Business Participation Plan: All offerors, both small and large businesses, are required to submit Small Business Participation Plan information in accordance with DFARS 215.304 that shall include the following: Type of Business of Prime Contractor: Check all applicable boxes { } Large { } Small (also check type of Small Business below) { } Small Disadvantaged Business { } Woman-Owned Small Business { } HUB Zone Small Business { } Veteran Owned Small Business { } Service Disabled Veteran Owned Small Business (SDVOSB) Small Business Participation Goals: Use the matrix below to propose your small business participation goals (which shall be consistent with the goals set forth in section h). An offeror who qualifies as a small business should include its prime contractor dollars in calculating its proposed percentage goals in all of the small business categories that it qualifies for in the matrix below. For example, an offeror contractor who is a small disadvantaged women owned business gets credit in the prime category (b), the small category (d), the small disadvantaged business category (e) and the women owned small business category (f).

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The sum of the percentages in matrix categories for small business (e thru i) may exceed 100% since individual subcontractors may be counted in more than one category. Each participation percentage below shall be accompanied by detailed supporting documentation regarding the individual commitments. Detailed explanations shall also be provided when the percentages fall short of the goals specified in the offeror's small business participation plan approach and those set forth in section h. The sum of all the percentages need not equal 100% since individual sub-contractors may be counted towards more than one category. All percentages shall use total contract value as a baseline. For purposes of this MAIDIQ, assume the total contract value is 1/7th of the MAIDIQ ceiling identified in Section A.

DESCRIPTION A. TOTAL CONTRACT VALUE: Include the calculated total notional contract price in this section. B. DOLLAR VALUE AND PERCENTAGE OF YOUR PARTICIPATION AS PRIME CONTRACTOR: If you are a small business offeror, you receive credit for participation as a prime contractor. (%=BA) C. DOLLAR VALUE AND PERCENTAGE OF SUBCONTRACTS PLANNED FOR LARGE BUSINESS (%=CA) D. DOLLAR VALUE AND PERCENTAGE OF PARTICIPATION/SUBCONTRACTS PLANNED FOR SMALL BUSINESS: This is the sum of all subcontracts to Small Business, Small Disadvantaged, Women Owned Small, Hubzone Small, Veteran Owned Small, Service Disabled Veteran Owned Small and HBCU/MI. If the offeror is any of these Small Business categories, include the dollars
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reflecting participation as the prime contractor from B above. (%=DA) E. DOLLAR VALUE AND PERCENTAGE OF PARTICIPATION/SUBCONTRACTS PLANNED FOR SMALL DISADVANTAGED BUSINESS (SDB) AND HBCU/MI This should reflect the value of all subcontracts planned for SBA CERTIFIED SDB (as verified in CCR/Pro-Net Database) or HBCU/MI. If the offeror is an SBA CERTIFIED SDB or HBCU/MI, include the dollars reflecting participation as the prime contractor from B above. (%=EA)

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F. DOLLAR VALUE AND PERCENTAGE OF PARTICIPATION/SUBCONTRACTS PLANNED FOR WOMEN OWNED SMALL BUSINESS: This should reflect the value of all subcontracts planned for Women Owned small businesses. If the offeror represents itself as a Women Owned small business, include the dollars reflecting participation as the prime contractor from B above. (%=FA) G. DOLLAR VALUE AND PERCENTAGE OF PARTICIPATION/SUBCONTRACTS PLANNED FOR HISTORICALLY UNDERUTILIZED BUSINESS ZONE (HUBZONE) SMALL BUSINESS: This should reflect the value of all subcontracts planned for SBA CERTIFIED HUBZone small businesses as verified in CCR/Pro-Net Database. If the offeror is an SBA CERTIFIED HUBZone small business, include the dollars reflecting participation as the prime contractor from B above. (%=GA) H. DOLLAR VALUE AND PERCENTAGE OF PARTICIPATION/SUBCONTRACTS PLANNED FOR VETERAN OWNED SMALL BUSINESS: This should reflect the value of all subcontracts planned for ALL Veteran Owned small businesses including Service-Disabled VeteranOwned small businesses (SDVOSB). If the offeror represents itself as a Veteran-Owned small business, include the dollars reflecting participation as the prime contractor from B above. (%=HA)

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I. DOLLAR VALUE AND PERCENTAGE OF PARTICIPATION/SUBCONTRACTS PLANNED FOR SERVICE-DISABLED VETERAN-OWNED SMALL BUSINESS (SDVOSB): The value of all subcontracts planned for Service-Disabled Veteran-Owned small businesses (SDVOSB).If the offeror represents itself as a SDVOSB, include the dollars reflecting participation as the prime contractor from B above. Total should be equal to or less than H. (%=IA)

Tab E.3 - Small Business Subcontracting Plan: Each Large Business shall provide a Small Business Subcontracting Plan that contains all elements required by FAR 52.219-9. This plan (Subcontracting Plan) shall be submitted separately from the Small Business Participation Plan information required above, which applies to both large and small businesses. Comprehensive and commercial subcontracting plan participants must comply with the Small Business Participation Plan Criteria. The Small Business Subcontracting Plan is not a requirement for evaluation in source selection, but rather a requirement for award to a large business and will be incorporated into any resultant contract.

An example of the Small Business Participation Plan and the Small Business Subcontracting Plan calculation is listed below. Note that this example only depicts the base period. The offerors submission shall include all contract periods. Percentage of Subcontract Percentage of Total Dollars (SB Contract Value Subcontracting (SB Participation Plan- FAR Plan) 52.219-9) 100% 46.81% 53.19% 17.02% 10.64% 6.38%

Base Period Total Contract Value Total Subcontract Amount Large Business Small Business Small Disadvantaged Business Women-Owned Small Business HUBZone Small Business

Dollars 10,000,000 4,700,000 2,200,000 2,500,000 800,000 500,000 300,000

22.00% 25.00% 8.00% 5.00% 3.00%

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Base Period Veteran-Owned Small Business Service-Disabled VeteranOwned Small Business HBCU/MI

Dollars 200,000 200,000 47,000

Percentage of Subcontract Percentage of Total Dollars (SB Contract Value Subcontracting (SB Participation Plan- FAR Plan) 52.219-9) 2.00% 2.00% 0.47% 4.26% 4.26% 1.00%

A separate price proposal is not required as part of the Small Business Participation Plan dollars and percentages on the chart above. List principal supplies/services to be sub-contracted to be specific as possible (i.e., references to statement of work, etc.): Type of Service/Supply

Name of Company (include *CAGE code) Large: Small: Small Disadvantaged: **HBCU/MI Women-Owned Small: HUB Zone Small: Service-Disabled Veteran-Owned Small: (includes Veteran-Owned)

*CAGE: Commercial and Government Entity **NOTE: For purposes of this Participation Plan, dollars and principal supplies/services proposed for Historically Black Colleges and Universities/Minority Institutions (HBCUs/MIs) shall be included under the Small Disadvantaged category.

Prior Performance Information: Provide any information substantiating the offerors track record of utilizing small business on past contracts. Provide descriptive historical information and historical sub-contracting data for all small business categories. Any information concerning long-term relationships with Small Business sub-contractors, such as mentor-protg relationships, shall be provided. Extent of Commitment: Provide documentation regarding enforceable commitments to utilize any Small Business category, as defined in FAR Part 19, as sub-contractors. Bilateral agreements, to include approved DoD Mentor-Protg agreements between the offeror and a proposed Sub-contractor constitute enforceable agreements. Copies of
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such agreements shall be provided as part of your small business participation plan. Explanation of Sub-contract/Teaming Arrangements: Explain the rationale for selecting each subcontractor, associate contractor, consultant or other team member/arrangement proposed. Explain the type of contractual arrangement, the likelihood of the sub-contractor accepting the arrangement and the rationale for employing a different arrangement (if applicable) from that proposed by the prime contractor. If associate contractors or other team members are proposed, the contractor shall include rationale supporting this approach and shall fully explain the contract arrangement that will be employed and cost impact that may result shall the associate contractor or other team member be activated. Discuss the impact on the subcontracting participation plan/subcontracting plan.

L.14.4 Volume IV Price Proposal L. 14.4.1 General: a. The Price Proposal volume may assume that the reader is familiar with the other volumes of the proposal. The offeror shall ensure the information presented in this volume is adequate for evaluation and is consistent with the information contained in the other proposal volumes. Adequate information means that level of information at which tasks and resources to accomplish the task can be logically identified and evaluated by a Contracting Officer, Contract Specialist, and/or Cost/Price Analyst. b. Failure to comply with RFP requirements for pricing information may result in an adverse assessment of submitted proposals; thus, reducing or eliminating the chance of being selected for award. When an offeror fails to furnish information required by the RFP, the Government may use comparable information from other sources for purposes of completing its evaluation. In these circumstances, the offeror bears full responsibility for any adverse evaluation impact that may result from their failure to furnish the information required by the RFP. c. Cost proposals shall be submitted in accordance with FAR 15.408(l) and with FAR 15.403-5. In submitting their proposal, the Offeror grants the Contracting Officer or an authorized representative the right to examine, at any time before award, books, records, documents, or other directly pertinent records to verify any request for an exception under this provision, and the reasonableness of price. For items priced using catalog or market prices, or law or regulation, access does not extend to cost or profit percentage information or other data relevant solely to the offerors determination of the prices to be offered in the catalog or marketplace.
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d. Regarding commercial or GSA rates, it is the Governments intention to include loaded CONUS labor rates in the contract, as well as OCONUS rates with separate Post Allowance, Danger Pay and Hardship Differential factors/policy if applicable. If an offerors commercial rates are not in this format, then they are likely not acceptable to use when proposing for this contract. Further, note that an element of a realism determination usually includes a comparison of base labor rates. If an offerors proposal includes only loaded labor rates (to include indirects and/or profit), and if those loaded labor rates do not compare favorably to the competitors loaded labor rates, then a further analysis cannot be performed and an offerors rates (if apparently excessive or low) may be determined by the to be unrealistic/unreasonable (even if the cause of the difference might be due (for example) to a low profit, or to a comparatively low overhead rate, etc.) e. Compensation Costs for Employees Performing in Foreign Countries The preferred method for compensating employees in a foreign country is to follow the guidelines issued by the Department of State. These guidelines can be found in the Department of State Standardized Regulations (DSSR) at
http://aoprals.state.gov/content.asp?content_id=231&menu_id=92.

Note especially Sections 220, 541 and 650 as they relate to Post Allowance, Hardship Differential and Danger Pay Allowance. The DSSR allows hardship differential to be granted to employees who have been at a designated Hardship Differential post during any one period of at least 42 days. Once the initial eligibility period has been acquired, the Hardship Differential prescribed for the post may commence beginning on the 43rd day. An employee who serves for a period of 42 consecutive days or more on detail at a hardship differential post where there is widespread warfare, U.S. combat troop involvement in hostilities, and has a danger pay designation may be granted the hardship differential at the prescribed rate for the number of days served, beginning the first day of detail. The Department of State maintains a database of specific Post Allowance, Danger Pay and Hardship Differential factors; the factors are revised quarterly. When computing cost for proposal purposes, assume that all OCONUS labor includes Hardship Differential (when applicable to that country) and assume that the contract will be Firm Fixed Price and will be performed in the destination within Afghanistan with the highest rate combination (i.e. Danger Pay plus Hardship Differential plus Post Allowance) for that country. Note: When computing Task Order cost, do NOT assume any of the standards set for proposal purposes (e.g. assuming 42 days in country for Hardship Pay, assuming Afghanistan for all OCONUS, etc.) set for computing the overall cost. Propose according to the Task Order requirements. If an offeror chooses to propose a compensation method other than the preferred method established by the Department of State (including use of published Post Allowance, Danger Pay and Hardship Differential factors, and number of days before receipt of Hardship Differential), then rationale for not using the State Department method of compensation shall be included in its proposal. In addition, an offeror shall include its proposed policy for compensation, to include details regarding the establishment of factors, when the personnel will receive the additional compensation, etc.

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f. If files are compressed, they must be self-extracting archives (no software required to decompress). If files contain links, the links must be intact and maintained through all revisions. Additionally, spreadsheets should be easily traceable. None of the files submitted shall have any read/write/password protection. Include all formulas in your spreadsheets and please include any notes deemed necessary to add clarity to the spreadsheets. Do not include pivot tables in your spreadsheets. g. The same level of detail required for prime proposals is required of subcontract proposals. The prime contractor shall include evaluations conducted on subcontract proposals relative to all components of the subcontract proposals. Examples of the type of detail required are reasonableness of rates, labor mix, terms and conditions, exceptions or additions, etc. Subcontractor data may be submitted directly to the Government by subcontractors that do not wish to disclose their data to the primes. The Prime contractor shall alert the Government when subcontractors elect to submit information separately. h. The price proposal shall be completely detailed and itemized so as to permit adequate and appropriate analysis thereof and to provide traceability to the other proposal volumes, as necessary. The proposal shall be in full consonance with the offerors system of bookkeeping, accounting and cost management. i. The Government anticipates receipt of competitive proposals; as such, a Certificate of Current Cost or Pricing Data is not required as part of the offerors proposal. In the event that adequate competition is not obtained, the Contracting Officer may incorporate FAR 52.215-20 entitled, Requirements for Cost or Pricing Data or Information Other Than Cost or Pricing Data, into the solicitation and request a Certificate of Current Cost or Pricing Data. j. The cost proposal shall not contain any classified information. L.14.4.2 Instructions for Submission of a Contract Pricing Proposal When Other Than Cost or Pricing Data Are Required: The cost proposal shall include the offeror's definitive cost estimate for the basic effort and all options, and proposed profit/fee. Cost proposals shall be submitted in accordance with FAR 15.408(l) and with 15.403-5. In submitting their proposal, the offeror grants the Contracting Officer or an authorized representative the right to examine, at any time before award, books, records, documents, or other directly pertinent records to verify any request for an exception under this provision, and the reasonableness of price. For items priced using catalog or market prices, or law or regulation, access does not extend to cost or profit information or other data relevant solely to the offerors determination of the prices to be offered in the catalog or marketplace. The Price Proposal shall be organized and provide the content prescribed as follows : Tab A: Tab B: Tab C: Tab D: Introduction, Systems Information and POCs Introduction BOE/BOP for Rate Development Rate Build-up Spreadsheets and Attachment 3 Notional Contract Price
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Tab E: Sample Task Order Prices a. Tab A - Introduction, Systems Information and POCs Introduction: The offeror shall provide the following information under this Tab: 1. Exceptions taken to the price proposal instructions. 2. A copy of the Executive Summary 3. An organization chart that depicts the organization structure and team density proposed 4. A list of sub-contractors and their addresses 5. Assignment of portions of the Scope of Work/Statement of Work to each team member 6. Status of Accounting System: Indicate whether your organization and your subcontractors organizations are operating under accounting systems that have been approved for cost-type contracts. Whether you organization(s) are subject to cost accounting standards; whether your organization(s) have submitted CASB Disclosure Statements, and if they have been determined adequate; whether you have been notified that you are or may be in noncompliance with your Disclosure Statement or CAS, and, if yes, an explanation; whether any aspect of this proposal is inconsistent with your disclosed practices or applicable CAS, and, if so, an explanation; and whether the proposal is consistent with established estimating and accounting principles and procedures and FAR Part 31, Cost Principles, and, if not, an explanation. Note: If you or your subcontractor(s) are not operating under an approved accounting system explain how you will alleviate the problem of awarding a cost contract with no approved accounting system. 7. Status of Purchasing System 8. DCAA point of contact (name, phone, fax, email) 9. Disclosure Statement - Cost Accounting Practices and Certifications was executed on _______________. The cognizant Defense Contract Audit Agency (DCAA) auditor determined the Disclosure Statement was current, accurate, and complete on ___________. The cognizant (spell out) ACO has determined the Disclosure Statement accurately describes the contractor's accounting system on ___________.

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10. The offeror provided the ACO with an Estimating System Disclosure Statement on ________. The ACO determined the offeror's Estimating System was adequate on _______________. 11. The offeror has an approved purchasing system as determined by the ACO on ____________. The offeror has a material requirements planning system that was approved by the ACO on ______________. 12. Explanation of indirect rates (e.g., labor overhead, General and Administrative (G&A), material handling, subcontract handling, etc). Discuss the rates proposed and whether they are approved rates (by whom and when, provisional rates, or newly developed rates that have not been approved by DCAA). 13. Government Furnished Items - If the contractor proposes to use any currently available Government furnished property from other federal Government contracts in the conduct of this contract, they shall identify all items requested to be provided as Government furnished property, service, or material (GFP/S/M). Written verification of availability from the Government Contracting Officer responsible for the proposed GFP/S/M shall be included in this section of the proposal, and adequacy of the property shall be determined by the offeror. 14. Pass-through philosophy and methodology discuss the pass-through rates proposed and their application. Discuss how the rates proposed comply with the Governments intent regarding control and reduction of pass-through costs. 15. Confirmation that the pricing was based on a 29 May 2012 contract start date. b. Tab B - BOE/BOP for Rate Development Pricing Matrix: Following the steps below for development of the labor pricing matrix. The information presented should be a consolidated presentation of rates including prime and subcontractor rates to develop a composite maximum team rate for each labor category set forth in Attachment 2. The contractor shall provide the required narrative at each step, conveying the logic/methodology and source information used in each step. This Tab is to be used to support the spreadsheets presented in Tab C. Subcontractors may submit rate build up information directly to the Government. (i) Step 1 - Identification of Internal Labor Categories: The Contractors cost proposal shall clearly describe and define all contractor labor categories that comprise the Governments labor categories identified in Attachment 2. Provide the job descriptions of each category proposed, to include the number of years of required experience, education and other qualification requirements. The objective of this step is to understand the
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contractors labor mapping process and ensure the contractors proposed labor is consistent with the qualification requirements of Attachment 2. (ii) Step 2 - Identification of the Direct Labor Rate for Each Internal Labor Category: Provide the direct labor rate for each contractor labor category that comprises the Governments labor categories identified in Attachment 2, for the 1st year of the base ordering period. Identify the source for each labor rate. The rates should be existing rates or rates based upon market data. For example, if a survey is used, discuss the relevance of the labor survey to the labor categories proposed. Provide, in narrative form, the basis of the proposed base labor rates of yourself and your subcontractors. If the base labor rates have been approved by DCAA/DCMA, provide a copy of the agreement; if base labor rates have not been approved by DCMA or DCAA, provide payroll records from you and your subcontractors accounting systems (not just a listing of personnel and their associated pay). If rates are based on surveys (i.e. personnel for that category are not currently associated with proposed firm), provide applicable pages from proposed surveys and show which rate was used (i.e. 50th percentile, median, etc.) If the base labor rate for any given labor category is a composite rate for multiple internal labor categories, disclose the rate build up and source information. Provide a time-phased breakdown of labor rates by Contractor Labor Category title (as recognized by DCAA) for each ordering period of the contract using the following table as an example. Furnish your bases for estimates. TABLE 1 BASE ORDERING PERIOD Number of Monthsd at proposed escalation rate Provide Month/year to which you are escalating

Base Labor Rateb Contractor Labor Cata Contractor Labor Cata

a

Escalation Ratec

Escalated Labor Rate

Contractor Labor Category - Provide contractor category rates or names of individuals, as applicable.

Base Labor Rate Show base labor rates by contractor labor category. Provide effective date of payroll register from which base labor rates were obtained. For time periods after the first period, provide starting date of base rate. Depict internal labor categories that were consolidated to develop a composite rate for any given labor category.
c

Escalation Rate - Provide source of escalation - e.g. Data Resources Incorporated recommendations, company experience (provide escalation rates experienced over the last two years, if applicable), etc. Add escalation rate and number of month columns as necessary to accommodate for different escalation rates as necessary for each time period. DRAFT

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d

Number of Months at the proposed escalation rate - Begin escalating at payroll register date. Be clear regarding your escalating from and your escalating to dates. Show that your number of months equal that time period if not obvious.

Provide the direct labor rate for each ordering period for each of the following start a workbook with worksheets for each of the following: o CONUS presume Washington, DC as the maximum CONUS labor rates. o CENTOM AOR base the rate assuming Afghanistan as the maximum CENTCOM AOR labor rates o SOUTHCOM base the rate assuming Columbia as the maximum SOUTHCOM labor rates o EUCOM - base the rate assuming Germany as the maximum EUCOM labor rates o PACOM - base the rate assuming Korea as the maximum PACOM labor rates o NORTHCOM OCONUS - base the rate assuming Mexico as the maximum NORTHCOM labor rates o AFRICOM - base the rate assuming Mali as the maximum AFRICOM labor rates o SOCOM base the rate assuming Afghanistan as the maximum SOCOM labor rate o OCONUS Country Not Specified base the rate on the highest place of performance identified by the contractor for the above regional locations (iii) Step 3 Develop a Team Composite Direct Rate for each Attachment 2 Labor Category for the 1st year of the base ordering period: Present your rationale for developing the composite rate. If a weighted average is used, present the rationale used for the weighting scheme. (iv) Step 4 Present the OCONUS loads: Discuss each adder identified proposed for each location identified above. These loads shall be consistent with information presented in the DSSR. For the OCONUS Country Not Specified location, do not include DSSR loads; these will be captured as ODCs at the task order level (see Section H, Special Provision H.2). (v) Step 5 Present the Prime Contractors Labor Indirect Rates, for the 1st year of the base ordering period: Present the prime contractors indirect rates and the basis for the rates presented. Discuss whether the rates are approved, provisional or unapproved rates. Present the rates over the past 5 years, compared to the rates proposed. Provide, in narrative form, the basis of the proposed indirect rates. If the indirect rates have been approved by DCAA/DCMA, provide a copy of the agreement. If the indirect rates have not been approved, provide details of showing how the indirect rates were established. Discuss the basis for the indirect rate proposed, as follows: State whether the indirect rate is applicable to this contract only or whether it is to be spread across several of your contracts. If agreement has been reached with Government representatives on use of forward pricing rates/factors, so state and provide a copy of the agreement. If agreement has not been reached regarding indirect rates, provide the following under this Section:
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o indirect rate forecast/budget (detailed by cost element in the pool and base); o the last 3 years of each indirect rates. Include a breakdown of the bases and expenses/pools of each indirect rate. Order of preference: o audited incurred cost rates; o actual rates submitted to DCAA but not audited (from incurred cost submission); and, o actual rates not submitted to DCAA.

Similar to the labor rates, provide a time-phased breakdown of indirect rates by Ordering Period. State whether the indirect rate is applicable to this contract only or whether it is to be spread across several of your contracts. Identify whether the award of this contract materially affect any of your indirect rates. If you believe award of this contract will affect any of your indirect rates, describe which will be affected and how, and insure that DCAA has a copy of the rates used in your proposal and the applicable backup to the rates. If you do not have a Forward Pricing Rate Agreement with the Government, or to your knowledge the Government does not have a Forward Pricing Rate Recommendation for your rates, provide the following: Individual rate forecast/budget (detailed by cost element in the pool and base); Actuals for the preceding three years for each indirect rate; Include a breakdown of the bases and expense pools for each indirect rate, in the following order of preference: o Audited incurred cost rates o Actual rates submitted to DCAA, but not audited (from incurred cost submission); o Actual rates not submitted to DCAA.

If agreement has been reached with Government representatives on use of forward pricing rates/factors, so state and provide a copy of the agreement. If the rates proposed are other than rates approved by DCAA, please provide the basis for inclusion and discuss the difference between the rates proposed and those approved by DCAA. Provide a table depicting the actual rate trend for the past 5 accounting years, and the projected rates for the next 3 accounting years. If the rates are based upon a significant change your business base, discuss the basis for the actual/projected change and the affect on the rates. Regarding Interdivisional Transfers - if Interdivisional transfers of cost are applicable, provide the same information provided above relating to the interdivisional transfer cost.

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If a PMO factor is proposed in lieu of pricing labor categories that comprise the PMO, identify the labor categories of the prime and subcontractors included in the PMO rate, discuss how the rate was developed and how it will be applied. Include the PMO rate in Attachment 3, similar to the inclusion of other indirect rates. If computer services or similar factors are proposed, discuss how the rate was developed and how it will be applied. Include these in Attachment 3, similar to the inclusion of other indirect rates. (vi) Step 6 Present the Prime Contractors General and Administrative (G&A) Rates, for the 1 year of the base ordering period: For purposes of establishing the composite fully loaded team rates, the prime contractors G&A rates shall be proposed. Present the prime contractors G&A rates and the basis for the rates presented. Discuss whether the rates are approved, provisional or unapproved rates. Present the rates over the past 5 years, compared to the rates proposed.
st

(vii) Step 7 Present FCOM Rates for the 1st year of the base ordering period. When you elect to claim facilities capital cost of money as an allowable cost, you must submit Form CASBCMF and a DD Form 1861-1 for each Cost Accounting Period applicable to this proposal (see FAR 31.205-10). Insure that your calculations are based on the latest Treasury Rate (rates are updated every January and July) and that you have included your percent distribution of Land, Building and Equipment. (viii) Step 8 Present the DBA Rates for the 1st year of the base ordering period. Discuss the basis for development of the DBA rate applied to each labor hour. If the DBA rate is included in the offerors overhead rates, discuss which overhead rate it is included in. (vix) Step 9 Identify the Subcontractor Pass Through for the 1st year of the base ordering period: Reference DFARS 252.215-7003 and 252.215-7004: Applicable prime add-ons/effective pass through factors will be applied to subcontract loaded rates. While the Government recognizes the necessity for prime contractor participation in the execution and management of subcontract cost the necessity for double-digit effective pass through cost is questionable. For the purpose of this proposal and resultant contract performance, effective pass through refers to all direct funding. Labor utilized by the prime for management of the task, and all other direct and indirect costs which are neither utilized by the prime directly in the performance of the technical effort nor passed to the subcontractor(s) for the management and direct performance of the technical effort. In this section the offeror shall address how it plans to control the cost(s) associated with managing this contractual effort. The offeror shall also address any specific risks associated with this proposed methodology and how such will be mitigated. The offeror shall include the specifics of what elements/factors make up the companys effective pass through amount. Further, the offeror shall provide a fixed pass through rate that will be applicable to task orders issued under the resultant contract. (x) Step 10 Identify the profit and fee rates for both FFP and CPFF labor rates. FFP rates include the rates that will be used for FP LF arrangements. The CPFF base rate prior to applying fee will be used for pricing FPIF and CPIF arrangements.
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Discuss the basis for the rates proposed, to include how the proposed rates (1) are within statutory limitations and (2) are consistent with the labor categories proposed. For example, it is expected that the lesser qualified labor categories will not carry as high a profit/fee rate as the labor categories commanding higher qualifications. (xi) Step 11 Identify the fully loaded TEAM labor rates for each worksheet for the Base Ordering Period. (xii) Step 12 Identify changes that will be applied to the 2nd year of the base ordering period and each of the optional ordering periods. Discuss the basis for escalation and changes indirect rates. (xiii) Step 13 Identify the fully loaded labor rates for each worksheet for the 1st, 2nd and 3 Ordering Periods. Keep in mind that the period of performance for orders may extend 12 months beyond the 3rd Ordering Period.
rd

(xiv) Step 14 - Identify the indirect rates that will be applied to materials, ODCs, Travel and DBA insurance. Present this information in Worksheet 1 Summary of Indirect Rates/Profit/Fee. (xv) Step 15 - Identify the Subcontractor Pass Through Rates for each worksheet for the 1st, 2 and 3rd Ordering Periods: Reference DFARS 252.215-7003 and 252.215-7004: Applicable prime add-ons/effective pass through factors will be applied to subcontract loaded rates. While the Government recognizes the necessity for prime contractor participation in the execution and management of subcontract cost the necessity for double-digit effective pass through cost is questionable. For the purpose of this proposal and resultant contract performance, effective pass through refers to all direct funding. Labor utilized by the prime for management of the task, and all other direct and indirect costs which are neither utilized by the prime directly in the performance of the technical effort nor passed to the subcontractor(s) for the management and direct performance of the technical effort. In this section the offeror shall address how it plans to control the cost(s) associated with managing this contractual effort. The offeror shall also address any specific risks associated with this proposed methodology and how such will be mitigated. The offeror shall include the specifics of what elements/factors make up the companys effective pass through amount. Further, the offeror shall provide a fixed pass through rate that will be applicable to task orders issued under the resultant contract.
nd

(xvi) Step 16 Identify the profit and fee rates that will be applied to materials and ODCs. Note that FP LH arrangements authorize profit only on labor no fee is applicable to materials, ODCs, travel or DBA insurance. c. Tab C - Rate Build-up Spreadsheets (Attachment 10): Present the workbook developed in the steps above for each worksheet. Include a certification that all team members will work within these maximum rates.
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Present Attachment 3, fully populated per the format provided. Include all direct, indirect, fee and profit rates. d. Tab D - Notional Contract Price: Assume the notional contract is a CPFF arrangement. Apply the following instructions for each contract period. Provide a price for each period and the total price summary by major cost elements (labor, materials, ODCs, travel, DBA). Provide a worksheet the captures the individual calculations for each contract period and the total notional labor price. (i.) Labor: Employing each of the Composite labor categories proposed in Tab C, multiple each fully loaded composite rate for CONUS and Afghanistan by 1000 hours. Assume all personnel meet all DSSR thresholds. (ii.) Materials: Propose $1M in materials. Apply the indirect rates set forth in Attachment 3. Apply PMO rates, when applicable. Apply the fee rate set forth in Attachment 3. (iii.) ODCs: Propose $1M in ODCs. Apply the indirect rates set forth in Attachment 3. Apply PMO rates, when applicable. Apply the fee rate set forth in Attachment 3. (iv.) Travel: Propose $1M in ODCs. Apply the indirect rates set forth in Attachment 3. Apply PMO rates, when applicable. (v.) DBA: Propose DBA for the Afghanistan labor. Presume all personnel meet all DBA thresholds. e. Tab E - Sample Task Order Prices: Present the price for each sample task order. Use information in the TORP and this solicitation to develop your sample task order price proposal. Particular attention is directed to Section H, H.1 and H.2. f. Tab F - Request For Rate Information Form: Complete the following Request for Rate Information Form for the prime Contractor, for each interdivisional, and for each subcontract proposal.

Request for Rate Information (Note to Contractor: Please verify that this is the correct DCAA and DCMC that has cognizance over you and that you are providing their latest correct addresses and phone numbers.)
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DCAA Address

DCMC Address

Voice Phone Number: ( ) E-Mail Address: Fax Phone Number: ( )

Voice Phone Number: ( ) E-Mail Address: Fax Phone Number: ( )

Type of Contract: CPFF ( ) CPFF LOE ( ) CPAF ( ) CPAF LOE ( ) CPIF ( ) CPIF LOE ( ) FPI ( ) FPI LOE ( ) FFP ( ) FFP LOE ( ) OTHER __________( )

Proposed $ Amount: (Note to Contractor: If this is not a straight addition to a contract or new contract, provide explanation, i.e. $_______ Deleted from contract; $_______Added to contract; $ Net change to contract______________.)

Proposal Identifying Numbers: (Note to Contractor: Such as RFP number, Contractor Proposal No. - Explain type of identifier.) Contractor Name: Contractor Address: (Note to Contractor: include division and zip code)

Prime Contractor ( )

Subcontractor ( ) If Subcontractor, provide Prime Contractor name: Large Business ( ) 8a Contractor ( )

Small Business ( )

Title of Effort: (Note to Contractor: Include any applicable contract modification numbers here.)

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Point of Contact at Contractors Facility: POCs phone number: POCs Fax number:

POCs E-Mail Address:

L.14.5 Volume V - Past Performance: The Offeror shall describe its record of past performance with programs of similar type, size and complexity to those contained in the SOW, to include subcontractor and/or teaming arrangement participants that are depicted to be key to the offeror satisfying the portion of the SOW the subcontractor/team member has been designated to satisfy. a. Early Proposal Information: The past performance volume shall be submitted 15 calendar days prior to the date established for receipt of proposals. Offerors are encouraged to submit the Past Performance Questionnaire to its designated references in sufficient time for the responses to be returned to the Government by the proposal due date.. b. Each offeror shall submit a past performance volume containing recent and relevant past performance. This information is required on the offeror and all major subcontractors, teaming partners, and/or joint venture partners proposed to perform any aspect of the effort the offeror considers critical to overall successful performance. Offerors are cautioned that the Government will use data provided by each offeror in this volume, and data obtained from other sources, in the evaluation of past and present performance. The offeror shall submit, along with the information required in this paragraph, a consent letter, executed by each subcontractor, teaming partner, and/or joint venture partner, authorizing release of adverse past performance information to the offeror so the offeror can respond to such information. For each identified effort for a commercial customer, offeror shall also submit a client authorization letter, authorizing release to the Government of requested information on the offerors performance. c. Definition of Recent and Relevant: Submit information presently active or completed within the past three years that the Offeror considers relevant in demonstrating its ability to perform the proposed effort. This information shall include data on efforts performed by other divisions, corporate management, critical subcontractors, or teaming contractors, if such resources will be brought to bear or significantly influence the performance of the proposed effort. d. Past performance information is limited to no more than 5 references per prime contractor and 5 references each for each major subcontractor. The total submission is limited to 50 pages. The offeror shall submit a spreadsheet providing summary information on each Past Performance example information on an Excel spreadsheet with the Contract Number; Task Order Number, if applicable; Government Points of Contact (technical, management, and contractual), including name, address, telephone number, and email address; the title of the effort; the contract value; and the period of performance. Detailed information, to include further discussion regarding relevance to the SOW and lessons learned that will be employed shall be presented in narrative form. It is incumbent upon the contractor to present the past performance information
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in such a manner and in sufficient detail to ensure the Government clearly understands the information provided. e. Offerors shall explain what aspects of the contracts are deemed relevant to the proposed effort, and to what aspects of the proposed effort they relate. This may include a discussion of efforts accomplished by the offeror to resolve problems encountered on prior contracts as well as past efforts to identify and manage program risk. Merely having problems does not automatically equate to a moderate or high risk rating, since the problems encountered may have been on a more complex program, or an offeror may have subsequently demonstrated the ability to overcome the problems encountered. The offeror is required to clearly demonstrate management actions employed in overcoming problems and the effects of those actions, in terms of improvements achieved or problems rectified. This may allow the offeror to be considered a lower risk candidate. For example, submittal of quality performance indicators or other management indicators that clearly support that an offeror has overcome past problems is required. In describing contractual effort and the past performance, include specific details of performance as follows: performance (actual performance versus required performance) quality management and process improvement cost control organizational conflict of interest conformance to the terms and conditions of the contract responses to technical direction customer satisfaction achievement of small business and small disadvantaged business subcontracting goals

f. The discussion shall include lessons learned or a description of any corrective action taken to prevent recurrence of past performance listed and considered substandard. Include a narration of how the past experience may benefit performance of this contract. The Offeror may, in the experience portion of the technical/management proposal, cross-reference performance details which were highlighted in the Past Performance volume. Offerors are also required to submit information concerning problems and/or situations impacting performance on each contract listed for any contracts that did not/do not meet original requirements and corrective actions taken to avoid recurrences. g. The offeror shall complete the Past Performance Evaluation Questionnaire/Evaluation Form, Section J, Attachment 11 for each contract referenced in the summary past performance spreadsheet. After completing Section 1 of the Past Performance Evaluation Questionnaire, the form letter, along with Section 2, shall be mailed or emailed to the Government POC listed in the Excel spreadsheet. (Limit 5 Pages + Spreadsheet)

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h. Past Performance Evaluation Instructions-Customer Feedback: The Past Performance Questionnaire/Evaluation Form, Section J, Attachment 11. Offeror shall insert the solicitation number in the space provided on the form before sending it to his customer. The customer is to complete the form and return it to the Contracting Officer for this solicitation. The Offeror will ask past customers to provide information and evaluations in accordance with the format contained in the Questionnaire. i. Many companies have acquired, been acquired by, or otherwise merged with other companies, and/or reorganized their divisions, business groups, subsidiary companies, etc. In many cases, these changes have taken place during the time of performance of relevant present or past efforts or between conclusion of recent past efforts and this source selection. As a result, it is sometimes difficult to determine what past performance is relevant to this acquisition. To facilitate this relevancy determination, include in this proposal volume a "roadmap" describing all such changes in the organization of your company. As part of this explanation, show how these changes impact the relevance of any efforts you identify for past performance evaluation/ performance confidence assessment. Since the Government intends to consider present and past performance information provided by other sources as well as that provided by the offeror, your "roadmap" should be both specifically applicable to the efforts you identify and general enough to apply to efforts on which the Government receives information from other sources. The roadmap shall be provided for all past performance references, as applicable. j. Offerors are advised that the Government will also consider information from Government past performance information repositories (e.g., CPARS, PPIRS, etc), and information from Government sources (e.g., award fee/award term assessment, status reports, etc). Offerors are encouraged to discuss any past performance information that may be obtained from these sources. k. Offerors are advised that past performance references that are not both recent and relevant to the instant acquisition will not be evaluated.

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Section M - Evaluation Factors for Award M.1 FEDERAL ACQUISITION REGULATION (48 CFR CHAPTER 1) SOLICITATION PROVISIONS CLAUSES INCORPORATED BY REFERENCE 52.217-5 Evaluation of Options JUL 1990

M.2 BASIS FOR AWARD This is a best value source selection conducted in accordance with FAR Part 15, as supplemented. This solicitation is issued on a full and open competition basis. The Government will award up to seven (7) contracts to the offerors who are deemed responsible in accordance with the FAR, as supplemented, whose proposal conforms to the solicitations requirements and is judged, based on the evaluation Factors and Subfactors, to represent the best value to the Government. Three of the awards will be reserved for small businesses, to the extent that the quality and prices of proposals from small business prime contractors make this possible. No award differentials or incentives will be applied to the small business prices. These awardees must meet all award elibility requirements. Awards will encompass the entire Scope of Work. No partial awards will made. The actual number of awards will be dependent upon the quality of the proposals received and the affordability of the proposals. Further, the Government will award no more than the maximum number of contracts deemed necessary to satisfy the requirements of the Scope of Work and provide a competitive base of qualified offerors. The Government will select for award the proposals that are most advantageous and represent the best overall value to the Government, based upon an integrated assessment of Sample Task Orders, Technical/Management, Past Performance and Price Factors and their corresponding Subfactors. The Government seeks to award to the offerors who provide the greatest confidence that they will best meet or exceed the RFP requirements affordably. The Government may select for award the offerors whose proposed cost/price are not necessarily the lowest, but whose Sample Task Orders, Technical/Management, Past Performance and Price proposals are sufficiently more advantageous to the Government so as to justify the payment of additional costs. Conversely, the Government may select for award the offerors whose proposed price is lower than other proposals that are not sufficiently more advantageous to justify the payment of additional costs. To arrive at a source selection decision, the Source Selection Authority will consider the evaluation results of the source selection team, but will arrive at an independent decision and selection of the offeror whose proposal represents the best value to the Government. In order to be eligible for award, an offeror must be assessed a rating of ACCEPTABLE or better under the Sample Task Order and Technical/Management factors with risk ratings of no higher than MODERATE; and, a rating of no less than RELEVANT with at least LIMITED CONFIDENCE under the Past Performance factor. The price proposal must also be found to be REASONABLE and REALISTIC.

The Government reserves the right to award without discussions based on initial proposals
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received. Therefore, offerors are encouraged to submit their best proposal and most favorable terms. If the Government hold discussions, offerors with the most highly rated proposals, will be made part of a competitive range that permits efficient competition and evaluation. Selection for award is predicated upon determination of responsibility by the Contracting Officer. Such determination will be made in accordance with FAR 9.104. Prime offerors, major subcontractors/team members and non-major subcontractors/team members must possess an adequate accounting system in order to receive an award.

M.3 EVALUATION CRITERIA, FACTORS, AND SUB-FACTORS M.3.1 Relative Importance of Evaluation Factors: Proposals will be evaluated based on the Sample Task Orders, Technical/Management, Price, and Past Performance factors. In terms of the relative importance of these factors, the Sample Task Order factor is the most important factor. The Technical/Management factor is somewhat less important than the Sample Task Order factor. The Price factor is slightly less important than the Technical/Management factor. The Past Performance factor is slightly less important than Price. When combined, the non-price factors are substantially more important than the Price factor. All subfactors are equal in importance. M.3.2 Evaluation Criteria The Government will use the criteria set forth below in the evaluation and selection of offerors for award. Each proposal will be evaluated on merit, overall value to the Government, and the ability to meet the objectives of the acquisition on the criteria listed herein. Price realism is an important consideration in the evaluation of the offerors proposal. Poor price realism may result in a lower evaluation of the offerors proposal. Offerors submitting proposals that are unrealistically high or low so as to preclude a reasonable chance of being selected for award may be excluded from the competitive range if discussions are determined to be in the Governments best interest. The Government will consider the information required by this solicitation, particularly Sections H, I and L, and information provided in the proposal when employing the following evaluation criteria: The offeror must completely address all of the requirements listed in Section L and must demonstrate how each requirement will be satisfied. Cursory responses or responses which merely reiterate or reformulate Section L, the Scope of Work, the Sample Task Orders, or the solicitation will not be considered as satisfying the requirements of the RFP or as demonstrating the ability to perform. Unsupported approaches/concepts will result in a degraded rating. Failure to specifically follow proposal submission requirements/direction may also result in a degraded rating. Experience, qualifications, capabilities and management commitments that clearly demonstrate and support the offerors claims are essential. Assumptions shall be fully explained, to include their impact on the proposed solutions/approaches and proposed price. The proposal must clearly demonstrate understanding of the contract requirements and the ability to
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perform the proposed approach. The absence of such evidence will adversely influence the evaluation of the proposal. M.3.2.1 Sample Task Order Factor: The Sample Task Orders factor provides an integrated assessment of the offerors ability to satisfy the requirement of each sample task order. The Sample Task Orders are representative of the task orders that may be executed under the resultant contracts. Some of the Sample Task Orders may be actual task orders that will eventually be awarded. The Sample Task Orders will be evaluated and rated collectively, as if the firm were required to execute them simultaneously. The offerors ability to satisfy multiple, complex tasks awarded simultaneously will be assessed. The offerors responses to the Sample Task Orders will be evaluated to determine whether the solution proposed satisfies the Governments minimum requirements considering the offerors: M.3.2.1.1 Sample Task Order Technical/Management Approach Subfactor: Tthe Government will assess the offerors: o Soundness of the offerors understanding of the requirement. The Government will evaluate the offerors understanding of the risks inherent in the requirements and the reasonableness and feasibility of the proposed risk mitigation plan. o Feasibility, executability and comprehensiveness of the offerors technical/management approach. The Government will assess the organization proposed, the structure of the organization, lines of communication, task order processes, and proposed performance metrics. o Ability to support the places of performance set forth in the Sample Task Orders, and the offerors ability to acquire non-labor resources (i.e. materials, supplies, and facilities when such are not available through government supply sources, and travel). o Selection and usage of proposed personnel, staffing plan and mix of personnel proposed as compared to the requirements of the PWS. The Government will evaluate the offerors staffing approach to determine whether it is feasible in terms of providing the required support within the timeframes set forth in the sample task orders. The Government will evaluate the proposed staffing for the sample task orders to assess the offeror's understanding of the requirement for and ability to provide personnel with the requisite (recent and relevant) knowledge, skills, education, experience and security clearances to fulfill the requirements of the sample task orders; ability to implement the proposed approach to satisfy the o Requirements of the Sample Task Orders, to include the adequacy and ability to execute the proposed approach/capacity; ability/capability of the personnel to support the designated position/work area; ability to designate personnel for assignment to specific work areas (identified by summary of experience, education and background); and, proposed personnel's firmness of commitment to the sample task orders. Cross-utilization of personnel, training of personnel and recruitment initiatives will be assessed to determine risk of the offerors plan to ensure the required skills and levels of support are maintained throughout the life of the sample task orders.
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o Proposed schedule. The Government will evaluate the proposed schedule to assess the realism of the schedule and the offerors understanding of the issues that should be considered when developing the schedule. o Proposed shipment/delivery approach. The Government will evaluate the proposed shipment/delivery approach to assess the comprehensiveness and feasibility of the proposed approach. o Risks identified and the soundness and executability of the proposed risk mitigation plan. o Understanding of OCIs and the soundness and executability of the proposed OCI plan. M.3.2.1.2 Sample Task Order Price Subfactor:The Government will assess the reasonableness and realism of the proposed prices as well as the total evaluated probable cost per FAR 15.404 for each sample task order that is a CPFF arrangement. Any inconsistency between the proposed performance and price/cost shall be explained. For example, if unique, innovative approaches are the basis for an abnormally low price or cost estimate, the nature of these approaches and their impact on price shall be explained. If an offeror proposes to absorb a portion of the price, the offeror must also explain the impact on the proposed price. Any significant inconsistency, left unexplained, will raise a fundamental question of the offerors understanding of the nature and scope of the work required in the Sample Task Orders and of the offerors ability to perform the tasks within the fiscal constraints thereof, and may be cause for rejection of the proposal. Lack of traceability between the price proposal and technical/management proposal may result in a finding that the contractors response is unrealistic. A schedule that does not reasonably represent the proposed milestone schedule, or proposes payment amounts/schedules that do not reasonable represent prudent Government financing will be viewed as unreasonable. Prices that do not track to the technical/management approach, or that contain errors or omissions are indicators that the contractor will not be able to complete the task order for the price proposed and will be assessed as unrealistic. The offerors proposal will be evaluated to assess the likelihood that the proposed approaches can be accomplished at the price proposed The offerors use of unrealistically high or low dollar value labor categories will also be evaluated. M.3.2.1.3 Sample Task Order Past Experience Subfactor:The Government will evaluate the contractors past experience (what was performed, not how-well the effort was performed) on recent and relevant efforts as an indicator of the contractors capability and capacity to satisfy the requirements of the task orders. Recent is defined as within the past three calendar years. Relevant is defined as similar in terms of nature, size, complexity, and duration of the requirement set forth in the Sample Task Orders. M.3.2.1.4 Sample Task Order Quality Control Plan Subfactor: The Government will evaluated the soundness of the approach as it relates to the task order requirements, the roles and responsibilities of the proposed quality control personnel, the executability of the quality control approach, and the metrics proposed as indicators of performance.
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M.3.2.1.5 Sample Task Order - Compliance with the Terms of the RFP Subfactor: The Government will evaluate the contractors ability to understand and implement the requirements of Section H, Special Contract Requirements, H.1 and H.2.

M.3.2.2 Technical/Management Factor: M.3.2.2.1 Technical Approach/Program Management Subfactor: The offerors integrated technical/management approach will be evaluated to assess the offerors understanding of the SOW requirements, soundness of approach and executability of approach. The proposed organizational structure (team structure as well as corporate structures) and contract support base; ability to successfully execute the approach proposed; appropriateness and executability of the proposed lines of command, control and communications between team members, and among team members, their corporate chains and the Government; understanding and executability of task leadership roles; commitment of team members; and risk identification/risk mitigation plan will be evaluated. The offeror's approach to managing and controlling resources (e.g. property, inventory, funding, etc.) will also be evaluated, to include the offeror's approach to managing potential organizational conflicts of interest. Emphasis will be placed on a communication process that effectively flows program information throughout the organization/team as well as with the Government, and on sound business practices that will ensure successful execution of the CNTPO program. The Government will also evaluate the offerors Organizational Conflict of Interest (OCI) approach and how the proposed teams organization will eliminate or effectively mitigate associated risks. M.3.2.2.2. Personnel Staffing, Recruiting and Retention Approach Key Personnel Subfactor: The Government will assess the offeror's ability to provide a staff of properly cleared and qualified personnel; acquire additional appropriately cleared and qualified personnel as necessary; and, maintain that breadth and level of expertise and competence throughout the life of the sample task orders. In the event any proposed personnel are not currently employed by the offeror, the evaluation will assess the proposed approach to acquire the required personnel with the appropriate skills and qualifications. The relevance, suitability and depth of the education, experience and expertise of the personnel proposed will be evaluated. Particular emphasis will be placed on the qualifications of the proposed key personnel. If the offeror identifies key personnel who are not directly employed by the offeror at the time of proposal submission and do not have a signed letter of intent, this may result in a higher risk assessment. The Government reserves the right to verify the credibility of the offerors proffered technical capability and experience. Unsubstantiated claims may result in a higher risk assessment. The evaluation will focus on the viability of the offerors recruitment and retention practices, policies, procedures, and tools (including formal compensation plans) for recruiting and retaining personnel with sufficiently recent and relevant knowledge, skills,
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education, and experience to fulfill the performance requirement of the SOW, and for retaining/replenishing breadth and level of expertise and competence throughout the life of the contract. Historical retention rates (for the past five (5) years) of the contractor team will be considered as an indicator of the effectiveness of the proposed approaches for maintaining a stable workforce. M.3.2.2.3 Quality Control Delivery Assurance Approach Subfactor: The Government will evaluate the offerors quality control approach/plan to assess the comprehensiveness and effectiveness of the plan to ensure that the requirements of the Scope of Work are successfully met. The Government will assess the offerors implementation of standardized and repeatable processes in its quality control plan. Particular emphasis will be placed on the objectivity of the proposed quality control personnel and their ability to adequately present questions of quality to the offerors management. The offerors proposed approach to assessment of quality in CONUS and OCONUS places of performance will be evaluated. M.3.2.2.4 Small Business Subcontracting / Utilization Approach Subfactor: The Government will assess the offerors commitment to utilization of small businesses and the ability to obtain the small business subcontracting goals set forth in the solicitation. The Government will also assess the quality and completeness of the Small Business Participation Plan, and when required, the Subcontracting Plan. The Small Business Participation Plan is required from all offerors. The subcontracting plan is only applicable to large business. The Government will evaluate the extent to which the offeror credibly identifies and commits to utilizing SB, SDB (including HBCU/MI), WOSB, HUBZone SB, VOSB, and SDVOSB concerns in the performance of the proposed contract. The extent to which such firms are specifically identified in the Small Business Participation Plan, the extent of the commitment to such firms, including the proposed percentages and value of the total acquisition, the probability that the Offeror will satisfy the requirements of FAR 52.219-8 and achieve the levels of Small Business Participation identified in the proposal will be considered. All offerors (both large and small businesses) will be evaluated on the level of small business commitment that they demonstrate for the proposed acquisition and the probability of the Offeror credibly achieving the goals set forth in Section H. The Government will also evaluate the extent of the offeror's compliance over the past three calendar years with FAR 52.219-8, Utilization of Small Business Concerns. The large business offerors Small Business Subcontracting Plan will be evaluated in accordance with FAR Clause 52.219-9, Small Business Subcontracting Plan (Jan 2011), Alternate II (Oct 2001) and AFARS Appendix DD. The Small Business Subcontracting Plan requirement is mandatory for award to a large business and the plan will be incorporated into any resultant contract. For the purposes of this evaluation, where the prime offeror (or joint venture partner/teaming arrangement) is a small business, it receives credit for their small
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business participation as a prime contractor and can apply the dollar value and percent in all the applicable small business categories. The following shall give evidence of small business participation: The extent to which such firms, as defined in FAR Part 19, are specifically identified in proposals The extent of commitment to use such firms (enforceable commitments will be weighted more heavily than non-enforceable ones) The complexity and variety of the work small firms are to perform The realism of the proposal Past performance of the offeror in complying with the requirements of the clauses at FAR 52.219-8, Utilization of Small Business Concerns and, for all large business offerors, FAR 52.219-9, Small Business Subcontracting Plan The extent of participation of such firms in terms of the value of the total acquisition The extent to which the offeror provides detailed explanations/documentation supporting the proposed participation percentages, or lack thereof M.3.2.3 Price Factor: The offerors price proposal will be evaluated considering the response to the sample task orders, the pricing matrices and the total notional price proposed. a. Reasonableness. The techniques and procedures described under FAR 15.404-1(b) will be the primary means of assessing proposal reasonableness. The evaluation techniques described under Far 15.404-1(c), as determined appropriate, may also be performed in further determining the reasonableness and affordability of the proposal. The offerors proposal will be reviewed for compliance with the requirements specified in Section L of the RFP. The assessment will consider the traceability of the pricing information provided through the sample task responses and pricing matrices. b. Realism. Cost realism analysis will be performed in accordance with FAR 15.4041(d). A government calculated most probable cost analysis will be performed in the realism evaluation of the CPFF sample task orders. c. An offerors proposal shall represent the offeror's best efforts to respond to the solicitation. Any inconsistency between promised performance and price/cost shall be explained in the proposal. For example, if unique, innovative approaches are the basis for an abnormally low price or cost estimate, the nature of these approaches and their impact on price/cost shall be explained. If an offeror proposes to absorb a portion of price/cost, the offeror must also explain the impact on the proposed price. Any significant inconsistency, left unexplained, will raise a fundamental question of the offeror's understanding of the nature and scope of the work required in the sample task orders, and of the offeror's ability to perform the tasks within the fiscal constraints thereof, and may be cause for rejection of the proposal. The burden of proof for price/cost credibility rests with the offeror. The Price/Cost factor is not assigned a rating; however, an assessment of affordability will be performed.
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M.3.2.3.1 Sample Task Orders Subfactor: The price/cost for each sample task will be evaluated separately, and collectively to present the total evaluated price to the Government for the Sample Task Orders. The Government will evaluate the reasonableness and realism of the price/cost proposed for the sample task orders, as well as the consistency in the application of the proposed price/cost methodology that was employed in the development of the pricing matrix. The discounts proposed, methodology for application of discounts, pricing of non-labor resources, and pricing of travel will evaluated to assess the offerors ability to provide the services proposed at the prices/cost proposed. The proposal will be evaluated to determine whether unrealistically low or high labor categories or rates were used. The proposal will be evaluated to develop the Government's estimate of the probable price/cost to the government of successfully completing the sample task orders, considering the approach and price/cost methodology/data proposed. Total evaluated probable price/cost consists of the Government's estimate of realistic price/cost of completing the offeror's sample task orders, to include the government's assessment of the level of program risk, and of all additional costs to the government, such as government furnished property, government furnished information, transportation and other related costs factors. Adequacy and clarity of price/cost data will have a direct impact on development of the Total Evaluated Probable Price/Cost (TEPC). Insufficient data, conflicts within the cost proposal (to include conflicts with other proposal areas), unsubstantiated/unsupported, and unrealistic costs may negatively impact the TEPC.

M.3.2.3.2 Pricing Matrices Subfactor: Pricing matrices will be evaluated to determine the soundness and completeness of the offerors pricing methodology and the reasonableness and realism of the composite rates proposed. M.3.2.3.3 Total Notional Price Proposed Subfactor: The total notional price proposed will be evaluated to determine the reasonableness of the total price proposed.

M.3.2.4. Past Performance Factor: The Government will evaluate the offerors past performance information to assess the relevance and quality of past performance in order to assess probability of the offeror successfully meeting the total requirements as described in the RFP and its attachments. Focus will be on past performance that is recent and relevant to the acquisition requirements. Past performance references that are determined to not be recent (within the last three (3) years) and relevant (relevant to this acquisition) will not be evaluated. The assessment shall include the U.S. Federal Government performance history of the entire contractor team and will focus on the overall quality of the product/service, adherence to required schedules, conduct of business relations, effectiveness of financial and resource management, and any other additional information pertaining to the performance history. .
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The Government will assess the degree to which the performance history is similar to the CNTPO program, measuring the extent of similarity between the requirements of this solicitation and the effort, complexity, dollar value, contract type, and subcontract/teaming or other comparable attributes of past performance examples. The Government will assess the likelihood that past performance is an indicator of future performance. Past performance as a subcontractor will not be rated as equivalent to past performance as a prime. If the prime offeror is a newly-formed joint venture (formal or informal) with no performance history within the past three (3) years as an entity, the Government will assess the individual performance history of each joint venture participant. In conducting this assessment, the Government reserves the right to use data provided by the offeror and data obtained from other sources such as the Contractor Performance Assessment Reporting System (CPARS) and the Federal Awardee Performance and Integrity Information System (FAPIIS), similar systems of other Government departments and agencies, questionnaires tailored to the circumstances of this acquisition, Defense Contract Management Agency (DCMA) channels, interviews with program managers and contracting officers, and other sources known to the Government. All data provided on U.S. Government contracts may be subject to verification. A significant achievement, problem, or lack of relevant data in any area of evaluation can become an important consideration in the source selection process. In the event that a source other than the offeror provides the Government with derogatory past performance information, the offeror will be given the opportunity to rebut or corroborate such information. In the case of an offeror with respect to which there is no information on the past contract performance or if information on past contract performance within the last three (3) years is not available, the offeror will be rated neutral, neither favorably or unfavorably on past contract performance.

M.4 RATING OF PROPOSALS a. In accordance with FAR 15.304, proposals will be evaluated on a best value trade-off basis including the assessment of Sample Task Orders, Technical/Management, Price, and Past Performance factors. Ratings assessed at the sub-factor level will be rolled up to a factor level rating. For the technical and management factors, a five-level adjectival rating approach will be employed (outstanding, good, acceptable, marginal and unsatisfactory), coupled with a threelevel independent risk rating approach (low, moderate and high). The technical and management ratings evaluate the quality of the offerors technical and management solutions in meeting the Governments requirement. The risk rating considers the risk associated with the technical and management approaches in meeting the requirement. The past performance evaluation will result in an assessment of the offerors probability of meeting the solicitation requirements. Price will not be rated; however, a price risk (low, moderate and high) will be assessed considering the reasonableness and realism of the prices proposed. A most probable cost will also be assessed for the cost line items. See the following ratings and definitions.
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b. Sample Task Orders and Technical/Management Ratings: The technical and management ratings reflect the degree to which the proposed solutions and approaches meet or do not meet the minimum performance or capability requirements of the RFP through an assessment of the significant strengths, strengths, weaknesses, significant weaknesses, deficiencies and risks of a proposal. The offerors technical and management solutions and approaches will be rated separately from the risk associated with its technical and management solutions and approaches approaches. The technical and management ratings evaluate the quality of the offerors technical and management solutions and approaches for meeting the Governments requirement. The risk rating considers the risk associated with the technical and management solutions and approach in meeting the requirement. This will include an assessment of the potential for disruption of schedule, increased price, degradation of performance and the need for increased Government oversight, as well as, the likelihood of unsuccessful contract performance. Ratings will be assessed at the subfactor level and rolled-up to the factor level. Sample Task Orders and Technical/Management Adjectival Rating: Ratings will be assessed as adjectival ratings, but may be expressed as color ratings solely for visual presentation purposes. COLOR Blue RATING Outstanding DESCRIPTION Proposal meets requirements and indicates an exceptional approach and understanding of the requirements. The proposal contains multiple strengths and no deficiencies. Good Proposal meets requirements and indicates a thorough approach and understanding of the requirements. Proposal contains at least one strength and no deficiencies. Acceptable Proposal meets requirements and indicates an adequate approach and understanding of the requirements. Proposal has no strengths or deficiencies. Marginal Proposal does not clearly meet requirements and has not demonstrated an adequate approach and understanding of the requirements. Unacceptable Proposal does not meet requirements and contains one or more deficiencies and is unawardable.

Purple

Green

Yellow Red

Sample Task Orders and Technical/Management Risk Rating: Ratings will be assessed as adjectival ratings, but may be expressed as color ratings solely for visual presentation purposes. COLOR Green RATING Low DESCRIPTION Has little potential to cause disruption of schedule, increased cost or degradation of performance. Normal contractor effort and normal Government monitoring will likely be able to overcome any difficulties. Can potentially cause disruption of schedule, increased cost or degradation of performance. Special contractor emphasis and close
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Red

High

Government monitoring will likely be able to overcome difficulties. Is likely to cause significant disruption of schedule, increased cost or degradation of performance. Is unlikely to overcome any difficulties, even with special contractor emphasis and close Government monitoring.

c. Past Performance Ratings: The past performance evaluation results in an assessment of the offerors probability of meeting the solicitation requirements. There are two aspects to the past performance evaluation. The first is to evaluate the offerors past performance to determine how relevant a recent effort accomplished by the offeror is to the effort to be acquired through the source selection. The second aspect of the past performance evaluation is to determine how well the contractor performed on the contracts. The past performance evaluation performed in support of a current source selection does not establish, create, or change the existing record and history of the offerors past performance on past contracts; rather, the past performance evaluation process gathers information from customers on how well the offeror performed those past contracts. References that are not both recent and relevant shall not be evaluated. The past performance evaluation factor assesses the degree of confidence the Government has in an offerors ability to supply products and services that meet users needs, based on a demonstrated record of performance. References that are not found to be both recent and relevant will not be evaluated. Past Performance Relevance Ratings: Ratings will be assessed as adjectival ratings, but may be expressed as color ratings solely for visual presentation purposes. COLOR Blue RATING DEFINITION Very Relevant Present/past performance effort involved essentially the same scope and magnitude of effort and complexities this solicitation requires. Relevant Present/past performance effort involved similar scope and magnitude of effort and complexities this solicitation requires. Somewhat Present/past performance effort involved some of the scope and Relevant magnitude of effort and complexities this solicitation requires. Not Relevant Present/past performance effort involved little or none of the scope and magnitude of effort and complexities this solicitation requires.

Green Yellow Red

Past Performance Confidence Ratings: Ratings will be assessed as adjectival ratings, but may be expressed as color ratings solely for visual presentation purposes. COLOR Blue RATING Substantial Confidence Satisfactory DESCRIPTION Based on the offerors recent/relevant performance record, the Government has a high expectation that the offeror will successfully perform the required effort. Based on the offerors recent/relevant performance record, the
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Confidence Yellow Limited Confidence No Confidence Unknown Confidence (Neutral)

Red

Yellow

Government has a reasonable expectation that the offeror will successfully perform the required effort. Based on the offerors recent/relevant performance record, the Government has a low expectation that the offeror will successfully perform the required effort. Based on the offerors recent/relevant performance record, the Government has no expectation that the offeror will be able to successfully perform the required effort. No recent/relevant performance record is available or the offerors performance record is so sparse that no meaningful confidence assessment rating can be reasonably assigned.

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