SECTION H - SPECIAL CONTRACT REQUIREMENTS
(1) THE FOLLOWING SPECIAL CONTRACT REQUIREMENTS IN AIR FORCE FAR SUPPLEMENT ARE APPLICABLE TO THIS CONTRACT: None are applicable.
(2) THE FOLLOWING SPECIAL CONTRACT REQUIREMENTS IN AIR FORCE MATERIEL COMMAND FAR SUPPLEMENT ARE APPLICABLE TO THIS CONTRACT:
5352.209-9002 ORGANIZATIONAL CONFLICT OF INTEREST (JULY 1992)--AFMC FAR SUPPLEMENT
(a) To prevent conflicting roles which may bias the Contractor's judgment or objectivity, or to preclude the Contractor from obtaining an unfair competitive advantage in concurrent or future acquisitions, the Contractor will be restricted as set forth in subparagraph (c).
(b) The following descriptions or definitions apply:
(1) "Development" means all efforts towards solution of broadly-defined problems. This may encompass research, evaluating technical feasibility, proof of design and test, or engineering of programs not yet approved for acquisition or operation.
(2) "Proprietary information" means all information designated as proprietary in accordance with law and regulation, and held in confidence or disclosed under restriction to prevent uncontrolled distribution. Examples include limited or restricted data, trade secrets, sensitive financial information, or computer software; and may appear in cost and pricing data or involve classified information.
(3) "Contractor" means the business entity receiving award of this contract, its parents, affiliates, divisions and subsidiaries.
(c) The Contractor may gain access to proprietary information of other companies during contract performance. The Contractor agrees to enter into company-to-company agreements to (1) protect other company's information from unauthorized use or disclosure for as long as it is considered proprietary by the other company and (2) refrain from using the information for any purpose other than that for which it was furnished. For information purposes, the contractor shall furnish copies of these agreements to the Contracting Officer. These agreements are not intended to protect information which is available to the Government or to the contractor from other sources and furnished voluntarily without restriction.
(d) The above restrictions shall be included in all subcontracts, teaming arrangements, and other agreements calling for performance of work related to this contract, unless excused in writing by the Contracting Officer. The Contractor's failure to comply with the provisions of this clause may result in the termination of this contract and/or disqualification from NPOESS instrument competitions.
5352.216-9002 AWARD FEE (FEB 1995)--AFMC FAR SUPPLEMENT (Applicable to Option
CLINs, if exercised, or to first phase if any single award is made.)
In addition to profit/fee set forth elsewhere in the contract, the contractor may earn a total award fee amount of up to $ **** on the basis of performance during the evaluation periods.
(a) Monitoring of Performance. The contractor's performance will be continually monitored by the performance monitors whose findings are reported to the Award Fee Review Board (AFRB). The AFRB recommends an award fee to the Fee Determining Official (FDO) who makes the final decision of the award fee amount paid based on the contractor's performance during the award fee evaluation period.
(b) Award Fee Plan. This plan provides the information set forth in AFMCFARS 5316.404-2(b)(90)(1). The evaluation criteria and associated grades are specified in the award fee plan. The evaluation periods with the associated award fee pool amounts and performance criteria with associated percentages of available award fee are also specified in the award fee plan. Upon contract award, the contractor will be provided the FDO-approved award fee plan.
(c) Modification of Award Fee Plan. Unilateral changes may be made to the award fee plan if the contractor is provided written notification by the Contracting Officer (CO) before the start of the upcoming evaluation period. Changes affecting the current evaluation period must be by bilateral agreement.
(d) Self-Evaluation. The contractor may submit to the Contracting Officer (CO) within five (5) working days after the end of each award fee evaluation period, a brief written self-evaluation of its performance for that period. This self-evaluation shall not exceed 10 pages. This self-evaluation will be used in the AFRB's evaluation of the contractor's performance during this period.
(e) Disputes. All FDO decisions regarding the award fee, including but not limited to, the amount of the award fee, if any; the methodology used to calculate the award fee, the calculation of the award fee, the contractor's entitlement to the award fee, and the nature and success of the contractor's performance, shall not be subject to the "Disputes" clause nor reviewed by any Board of Contract Appeal (BCA), court, or other judicial entity.
(f) Award Fee Payment.
(1) Award fee is not subject to the allowable cost, and payment or termination clauses of this contract.
(2) The contractor may bill for the award fee immediately upon receipt of the contract modification authorizing its payment.
**** To be inserted in Call for Improvements.
5352.219-9001 INCORPORATION OF SUBCONTRACTING PLAN (JULY 1992)--AFMC FAR SUPPLEMENT
Special attention is invited to the clause at FAR 52.219-9, "Small Business and Small Disadvantaged Business Subcontracting Plan." The subcontracting plan contained in Attachment 7, dated *** , is incorporated herein by reference. The small business goal is ***%. The small disadvantaged business goal is ***%.
5352.235-9001 APPLICATION FOR FREQUENCY AUTHORIZATION (JULY 1992)--
AFMC FAR SUPPLEMENT
The Contractor must ensure that radio frequencies are available to support electromagnetic radiating devices in their intended environment and that adequate protection from interference can be provided to receiving devices. Accordingly, the Contractor shall submit DD Form 1494, "Application for Frequency Allocation" in triplicate to the Contracting Officer at the issuing office indicated on the cover of this document within 45 days after contract award. Instructions for preparing the form are contained in AFR 700-14, and on the form itself. The DD Form 1494 will be routed through the Administrative Activity Quality Control Office indicated on the cover of this document in accordance with paragraph 5.2 of AFR 700-14. Upon verification of frequency requirements, the Contractor shall submit, if required, information to prepare a "Standard Frequency Action Format (SFAF) Request" to the person and address specified above. Instructions for preparing an SFAF are contained in AFR 700-14. Attention is directed to the contract clause entitled "Frequency Authorization" contained in Section I.
5352.243-9000 ADVANCE CHANGE ADJUSTMENT AGREEMENT (JULY 1992)--AFMC FAR SUPPLEMENT
(a) Purpose. This clause establishes a procedure by which the parties agree to change this contract according to the Changes clause of this contract without an equitable adjustment to the contract price as specified in this subparagraph. The parties agree that each change not exceeding $50,000, which also does not affect the contract delivery or performance schedules or any other contract provision, shall be a change having no effect on the contract price. For cost contracts, there will be no fee adjustment for each change not exceeding $50,000 which does not affect contract delivery or performance, or any contract provision.
(b) Procedure. When it is proposed to make a change under the Changes clause and both parties agree that such a change will require no equitable adjustment as contemplated by subparagraph (a) of this clause, the Contractor shall submit a written proposal or offer to accomplish the proposed change without an equitable adjustment. If the Contracting Officer determines no adjustment is necessary, the Contractor's proposal may be accepted by issuing an executed copy of an AFMC Form 702 or SF 30. The modification shall (i) be issued under the Changes clause; (ii) cite this clause; (iii) reference the Contractor's proposal or offer; and (iv) direct the changes to be made. The issuance of the modification shall constitute acceptance of the Contractor's proposal or offer, shall be binding on both parties, and shall be a full, complete and final settlement for the directed changes.
*** To be inserted in definitive contract.
(3) THE FOLLOWING ADDITIONAL SPECIAL CONTRACT REQUIREMENTS ARE APPLICABLE TO THIS CONTRACT:
H.1 DOWNSELECTION APPROACH
(a) Purpose: This provision outlines the evaluation criteria the Government anticipates using to downselect Contractors to perform the NPOESS (Sensor) Detailed Design and Fabrication phase of the acquisition.
(b) Background: While the Government's down-selection approach anticipates that continued sensor development effort after Preliminary Design Review (PDR) would be performed by a contractor awarded a contract in response to RFP no. F04701-96-R-0012, the Government intends to consider all proposals submitted in accordance with the evaluation criteria and the basis of award in the Call for Improvements (CFI). Proposal preparation costs will not be allowed as direct charges against the contract.
(c) General Basis for Downselections:
(1) The Government will award to the Contractor who can accomplish the requirements set forth herein and provide the best overall value to the Government, cost or price, schedule, and other factors considered. The Government reserves the right to award a contract to other than the lowest price Contractor after consideration of all factors. However, the Government reserves the right not to downselect and either to extend the parallel development effort to a future downselection milestone (i.e., CDR) or to proceed with a full and open competition, if this approach is determined to be in the Government's best interest.
(2) The Government will evaluate each Contractor's proposal and past performance to determine the source to be selected. The proposal shall consist of [a] the Call For Improvement (CFI) and [b] the total PDR package. (The CFI shall have precedence over the PDR in case of any conflicts.) The Contractor must recognize the subjective judgment of the Government evaluators is implicit in the evaluation process. Throughout the evaluation, the Government will consider "corrective potential" when a deficiency is identified. Proposals unrealistic in terms of technical, cost/price, or schedule commitments will be deemed indicative of an inherent lack of comprehension of the complexity and risks of the requirements. Although not necessarily the determinative factor, cost or price will contribute substantially to the downselections.
(d) Specific Basis for Downselections: The Government intends to use the following criteria in selecting the Contractors to perform.
(1) Specific Evaluation Criteria: Specific evaluation criteria will be divided into three areas. Area 1 is more important than Areas 2 and 3. Area 2 is equal in importance to Area 3. Although not an area, General Considerations will be evaluated and are last in order of importance. The areas are described in greater detail below:
Factor 1: EDR Requirements Fulfillment. The Contractor's ability to meet or exceed the EDR requirements (in the SRD) for which his sensor is primarily responsible.
Factor 2: CAIV Methodology and Cost Control. The Contractor's ability to provide a design that meets specific cost objectives while still obtaining the desired capability of the system.
Factor 3: Cost and LCCE. This will include specific costing for CLIN options as well as overall LCC.
Factor 1: Program Management
Factor 2: Program Execution
Factor 3: Risk Management
The following will be reviewed:
Factor 1: Sensor and Sensor Subsystem Design. The Contractor's ability to satisfactorily accomplish the tasks necessary to implement the PDR sensor suite and sensor subsystem designs. The Contractor will be evaluated on:
Factor 2: Algorithm Development. The Contractor's ability to satisfactorily develop and implement algorithms to provide environmental and sensor data records: The evaluation will include an assessment of:
Factor 3: Systems Engineering and Performance Assurance. The Contractor's approach to verifying sensor performance and how the engineering design and development process will verify the attainment of technical performance requirements and objectives. The evaluation will include an assessment of:
Factor 4: Risk Mitigation. The Contractor's approach to technical risk reduction. The Contractor will be evaluated on:
(2) The Government anticipates use of the source selection procedures described in AFFARS Appendix AA in making the down-selection.
H.2 ENABLING CLAUSE FOR INTERFACING CONTRACTOR RELATIONSHIPS
(a) In the performance of this contract, the Contractor shall establish agreements with other Contractors who are under contract with the Government to perform work which interfaces with the NPOESS program as identified below:
Interfacing Contractor Role in NPOESS Program
bd Systems, Inc. Systems Engineering & Technical Advice
(SETA)
Mitretek Systems Systems Engineering & Technical Advice
(SETA)
PRC, Inc. Systems Engineering & Technical Advice
(SETA)
Tecolote Research, Inc. Specialized Cost Analysis Support (SCAS)
User Technology Associates Systems Engineering & Technical Advice
(SETA)
(b) The Contractor agrees to deliver data to the above firms as specified in the Contract Data Requirements List (CDRL) and agrees to discuss technical matters relating to this program with employees of the above firms who are engaged in work pertaining to work under this contract. Subject to applicable security procedures, including those contained in the DoD Industrial Security Manual and the execution of an agreement to protect proprietary data, employees of the above firms are authorized access to any technical information concerning work under this contract.
(c) Employees of the firms named above are not authorized to direct the Contractor in any manner, nor through any action on their part to cause a change in the work required by the contract. Whenever a need for change in work under this contract arises as a result of the interfacing Contractor relationship, the change will be accomplished with the issuance of a Change Order or Supplemental Agreement to this contract by the Contracting Officer.
(d) Any exchange of data shall be made under a confidential disclosure agreement if the Contractor's proprietary information is involved. The Contractor shall, as necessary, establish agreements with the Contractors listed above in paragraph (a) and shall provide the Contracting Officer with a copy of these agreements to within 30 days of their execution.
H.3 COMPLIANCE WITH ORGANIZATION CONFLICT OF INTEREST (OCI)
MITIGATION PLAN (ATSP CONTRACTORS)
The ATSP Contractors shall develop and implement an organizational conflict of interest mitigation plan, subject to Government approval, in response to any real or perceived OCI resulting from participation in NPOESS program activities. The Contractors' failure to comply with the provisions of the mitigation plan may result in the termination of this contract and/or disqualification from NPOESS instrument competitions.
H.4 TECHNICAL INTERCHANGE MEETINGS WITH ADVANCED TECHNOLOGY SUPPORT PROGRAM (ATSP) CONTRACTORS
The Government may require that the Contractor permits the three ATSP Contractors [TRW Electronic Systems Division, Lockheed Martin Corp/Sanders (Lockheed Martin Missiles & Space), Hughes Electronic Technologies, Inc.] to participate in Technical Interchange Meetings (TIMs) and other technical reviews in support of the NPOESS program acquisition strategy. The Government intends that ATSP Contractors will be precluded from access to proprietary or other competition sensitive data presented and discussed at these technical meetings. The Contractor will segregate any such data from general presentation and discussion sessions and reserve this data for separate Government-only sessions. The Contractor will be responsible for executing any required non-disclosure agreements for data of a non-proprietary nature with the ATSP contractors. Copies of these agreements will be forwarded to the PCO upon their execution.
H.5 INTERACTION WITH OPERATIONAL ALGORITHM TEAMS (OATs) & INTERNAL GOVERNMENT STUDIES (IGS)
The Contractor will be required to interact and cooperate with persons and organizations supporting the NPOESS program's OATs and IGS efforts. The OATs and IGS personnel and organizations act in an advisory capacity to the Integrated Program Office (IPO) and have no authority to direct Contractor performance. Should questions arise concerning the role of the OATs or IGS or the potential for technical direction, the Contractor shall contact the PCO for resolution. The Contractor will be responsible for executing any required personal or organizational non-disclosure agreements required to facilitate this interaction. Informational copies of these agreements will be forwarded to the PCO upon their execution.
H.6 AUTHORIZATION OF RISK REDUCTION INVESTIGATION & ANALYSIS CLIN
EFFORT
(a) The effort to be performed shall be incorporated into Attachment 4 hereto as directed by the Procuring Contracting Officer (PCO) as a bilateral modification of the contract using AFMC Form 702. Such modification shall:
(1) Provide specific direction as to the study to be accomplished
(2) Establish a period of performance for the effort so directed
(3) Establish a maximum number of engineering hours to be expended
on said effort
(b) In no event shall the Contractor exceed the hours or ODCs authorized in each individual modification without prior written approval of the PCO.
H.7 RISK REDUCTION INVESTIGATION AND ANALYSIS HOURS
(a) The following table sets forth the total hours available under each Risk Reduction Investigation & Analysis CLIN in any given Fiscal Year (FY) with the respective estimated cost/hour and fixed fee/hour for each FY.
VIIRS
FY98 FY99 FY00
Hours 5,000 5,000 5,000
Est. Cost/Hour $ *** $ *** $ ***
Fixed Fee/Hour $ *** $ *** $ ***
Total Est. $ *** $ *** $ ***
Cost
Total Fee $ *** $ *** $ ***
CMIS
FY98 FY99 FY00
Hours 5,000 5,000 5,000
Est. Cost/Hour $ *** $ *** $ ***
Fixed Fee/Hour $ *** $ *** $ ***
Total Est. $ *** $ *** $ ***
Cost
Total Fee $ *** $ *** $ ***
CrIS
FY98
Hours 3,000
Est. Cost/Hour $ ***
Fixed Fee/Hour $ ***
Total Est. $ ***
Cost
Total Fee $ ***
OMPS
FY98
Hours 3,000
Est. Cost/Hour $ ***
Fixed Fee/Hour $ ***
Total Est. $ ***
Cost
Total Fee $ ***
*** To be inserted in definitive contract.
GPSOS
FY98
Hours 2,000
Est. Cost/Hour $ ***
Fixed Fee/Hour $ ***
Total Est. $ ***
Cost
Total Fee $ ***
H.8 DEFINITION OF HOUR (Applicable to Risk Reduction Investigation & Analysis CLINs)
A labor hour is defined as an hour of direct labor, consistent with the Contractor's Cost Accounting Standards (CAS) disclosure statement, capable of exact quantitative measurement, performed by direct charge personnel engaged in performing, creating and/or regulating the technical activities of the contract.
H.9 DEFINITION OF MATERIAL/OTHER DIRECT COST (ODC) SUPPORT (Applicable to Risk Reduction Investigation & Analysis CLINs)
Material/ODC Support is hereby defined as all direct costs, other than direct labor effort defined in SCR H.8 above, incurred to sustain or maintain the personnel performing the direct labor consistent with Part 31 of the Federal Acquisition Regulation (FAR), as supplemented, and the Contractor's usual accounting system. Although not all-inclusive, example of Material/ODC Support include purchase parts, raw materials, subcontracts, interdivisional transfers, travel, computer and all other indirect costs directly allocable to the foregoing.
H.10 OPTION TO ACQUIRE ADDITIONAL HOURS FOR RISK REDUCTION INVESTIGATION & ANALYSIS EFFORT
(a) The Government shall have the right, from time to time during the period of performance, to acquire Risk Reduction Investigation & Analysis hours in excess of the number set forth for each Risk Reduction Investigation & Analysis CLIN in increments up to 100% for each CLIN, including Option CLINs (if exercised). The Government's exercise of such right shall be evidenced by the Procuring Contracting Officer's issuance of a unilateral modification(s) to the contract. Modifications shall make appropriate changes to SECTIONs B, F, G, H and Attachment 4. The estimated cost and fixed fee increase(s) shall be based on the fiscal year date of the increase(s) and shall be calculated in accordance with the table in Special Contract Requirement H.7, above. The Government shall give the Contractor thirty (30) days' notice before exercising this right. Such notice shall not obligate the Government to exercise this right.
(b) This option may be exercised any number of times and the hours may be acquired in any number, provided the total additional hours acquired during the period of performance of the contract does not exceed a maximum of 100% hours for that fiscal year.
*** To be inserted in definitive contract.
H.11 SEPARATE CONTRACT BREAK-OUT
(a) For administrative convenience, at the time the first option is exercised, the Government reserves the right to break-out the first option and all remaining unexercised options as separate contracts for purposes of Government payments for goods or services. The goods or services acquired under the terms of this base contract will remain solely under this contract for purposes of Government payment.
(b) This separate contract break-out shall occur as part of and pursuant to the option exercise provisions established herein and shall incorporate the same terms and conditions set forth in this contract, except for any necessary administrative tailoring.
(c) This separate contract break-out award process also is applicable to the exercise of all subsequent options and a similar clause will be included in each separate contract as appropriate.
H.12 DEFINITION OF "COMPLETION" EFFORT
All development effort performed on a Cost-Plus-Fixed-Fee (CPFF) basis under this contract shall be in accordance with the "completion" form of CPFF contract as defined at FAR 16.306(d)(1). The completion form describes the scope of work by stating a definite goal or target and specifying an end product. This form of contract normally requires the contractor to complete and deliver the specified end product (e.g., a final report of research accomplishing the goal or target) within the estimated cost, if possible, as a condition for payment of the entire fixed fee. However, in the event the work cannot be completed within the estimated cost, the Government may require more effort without increase in fee, provided the Government increases the estimated cost.