118 E. Columbia River Way

Number: XX-XXXXX

(Rev 1)

Uniform Contract Format Template Guidelines
Items highlighted in yellow are to be CHANGED or DELETED
For the IDIQ Purchase Contract, THE ITEMS HIGHLIGHTED IN LIGHT BLUE ARE TO BE REMOVED OR OTHERWISE CHANGED WHEN THE PURCHASE CONTRACT/AGREEMENT IS AWARDED - OTHER CHANGES WILL BE NECESSARY TO ADJUST TO A PURCHASE CONTRACT LANGUAGE
ONCE THE TEMPLATE IS COMPLETE, REMOVE ALL HIGHLIGHTED FORMATTING.
THIS TABLE SHOULD BE DELETED AFTER COMPLETING YOUR CONTRACT!

Insitu Inc.

118 E. Columbia River Way

Bingen, WA 98605

SOLICITATION FOR (COMPETITIVE or NONCOMPETITIVE) PROPOSAL

LONG TERM PURCHASE CONTRACT

INDEFINITE DELIVERY / INDEFINITE QUANTITY (IDIQ)

FOR

(Complete Title of Procurement Here)

Solicitation (or Purchase Contract) Number: (Number Here)……..

WARNING! INFORMATION SUBJECT TO EXPORT CONTROL LAWS

This document may contain information subject to the International Traffic in Arms Regulation (ITAR) or the Export Administration Regulation (EAR) of 1979, which shall not be exported, released, or disclosed to foreign nationals inside or outside the United States without first obtaining an export license. A violation of the ITAR or EAR shall be subject to a penalty of up to ten-(10) year’s imprisonment and fine of $1,000,000 under 22 U.S.C. 2778 or Section 2410 of the Export Administration Act of 1979. Include this notice with any reproduced portion of this document.

Insitu Proprietary Data

TABLE OF CONTENTS

1.0 PART 1 – SCHEDULE 5

1.1 Solicitation / Purchase Contract 5

1.1.1 Purpose 5

1.1.2 Solicitation Number 5

1.1.3 Issuing Activity 5

1.1.4 Insitu Contact 5

1.1.5 Date of Issuance 5

1.1.6 Proposal Through Definitization Schedule 5

1.1.7 Offeror General Information 6

1.1.8 Proposal Delivery Address 6

1.2 Supplies, Services, and Prices 6

1.2.1 Description / List of Supplies or Services and Prices: 6

1.2.2 Purchase Contract Financial Type 6

1.2.3 WBS or Line Items 8

1.2.4 WBS or Line Item Numbers as Applicable 8

1.3 Descriptions / Specifications 8

1.3.1 Statement of Work 8

1.3.2 Specifications 8

1.3.3 Drawings 8

1.3.4 Special Business Provisions 8

1.4 Packaging and Marking 8

1.4.1 Requirements 8

1.5 Inspection and Acceptance 8

1.5.1 Inspection & Acceptance shall be accomplished and recorded as provided in: 9

1.6 Deliveries or Performance 9

1.6.1 Delivery or Performance Schedules 9

1.6.2 Delivery Address 9

1.6.3 Delivery FOB 9

1.7 Purchase Contract Administration Data 9

1.7.1 Authorized Insitu Agent to Make Commitments in Procurement 9

1.7.2 Award 10

1.7.3 Invoicing 10

1.7.4 Payments 11

1.7.5 Period of Performance 12

1.7.6 Price and/or Funding Profile 12

1.7.7 Defense Priorities & Allocation Systems (DPAS) 12

1.8 Special Purchase Contract Provisions 12

1.8.1 Indefinite Delivery-Indefinite Quantity (IDIQ) Provisions 12

1.8.2 Supplier Request for Engineering Assistance 13

1.8.3 Managing Proprietary Data 14

1.8.4 Patent / Royalty Issues 15

1.8.5 Special Delivery Provisions 15

1.8.6 Government and Insitu Furnished Equipment and Property 15

1.8.7 Security Requirements 16

1.8.8 Changes 16

1.8.9 Value Engineering 16

1.8.10 Small Business Subcontracting Plan 17

2.0 PART 2 - PURCHASE CONTRACT CLAUSES 17

2.1 Prime Contract Flow-Down Clauses 17

3.0 PART 3 – LIST OF DOCUMENT, EXHIBITS, AND OTHER ATTACHMENTS 19

4.0 REPRESENTATIONS AND PROPOSAL INSTRUCTIONS 21

4.1 Representations and Certifications 21

4.1.1 Representations and Certifications Requirements 21

4.2 Proposal Instructions 21

4.2.1 Administrative / Overall Proposal Requirements 22

4.2.2 Special Proposal Conditions 23

4.2.3 Volume I – Management Approach 24

4.2.4 Volume II – Technical Approach 24

4.2.5 Volume III – Cost & Pricing 25

4.2.6 Volume IV - Past Performance (Competitive Procurement Only) 29

4.3 Evaluation Factors for Award 29

4.3.1 Weighting Factors 29

4.3.2 Post-Award Debrief 30

4.3.3 Protests Against Award 30

1.0  PART 1 – SCHEDULE

1.1  Solicitation / Purchase Contract

1.1.1  Purpose

This solicitation is for a proposal to award an Indefinite Delivery / Indefinite Quantity Long Term Agreement to provide for (Brief description of supplies or services) ______

1.1.2  Solicitation Number

RFP Number - P.O. 05XXXX, Please use this number in all correspondence and responses related to this PURCHASE CONTRACT.

1.1.3  Issuing Activity

Insitu, Inc.

118 E. Columbia River Way

Bingen, WA 98605

1.1.4  Insitu Contact

Name: ______

Organization - SM&P – Only the named person above or another authorized SM&P representative has authority to act in behalf of Insitu for this procurement action.

Title: ______

Phone No.: ______

1.1.5  Date of Issuance

This solicitation / legally binding purchase contract, is issued and effective as of (DATE) ______

1.1.6  Proposal Through Definitization Schedule

1.1.6.1  Solicitation through Definitization Schedule Dates: (As Applicable)

1)  Solicitation Issue - ______

2)  Supplier Conference / Q & A - ______

3)  Proposal Due Date - ______(COB)

4)  Insitu Compliance Review Complete ______

5)  Fact-Finding @ Offeror’s Facility(ies) ______

6)  Proposal Evaluation ______

7)  Negotiations ______

8)  Proposal Award ______(COB)

9)  Purchase Contract Definitization ______(COB)

1.1.7  Offeror General Information

1.1.7.1  This solicitation is for an (FFP, CPFF, T&M, pick the right one & add the words for the acronym) Indefinite Delivery / Indefinite Quantity (ID/IQ) Purchase contract. It features a basis for Insitu issuing and receiving supplies or services using one or more purchase orders for of defined products or services over a specified period of time. Prices, or a method to establish prices in extenuating circumstances, are to be established in the purchase contract. A minimum buy quantity (or Dollar Value) is provided, and a maximum buy quantity (or Dollar Value) may be established to suit the limited capabilities of the offeror).

1.1.7.2  Depending upon tactical or strategic considerations, Insitu may engage in an IDIQ purchase contract for the same product(s) or service(s) with more than one supplier.

1.1.7.3  The offeror’s proposal will be evaluated for award in comparison with other offerors and for price reasonableness as well as for management, technical, past performance, price reasonableness and realism - Therefore, your proposal must be compliant to this solicitation to ensure an equitable evaluation - Non-compliant proposals are subject to disqualification.

(OR, AS APPLICABLE -)

1.1.7.4  Offeror’s proposal will be evaluated for compliance with requirements to provide compelling written rationale and appropriate data to support your proposed technical, management, cost, and fee - Non-compliant proposals are subject to disqualification.

1.1.7.5  Insitu reserves the right to issue amendments to this solicitation, extend dates, and to terminate it.

1.1.7.6  The offeror shall provide their address and contact information with its response to this solicitation.

1.1.8  Proposal Delivery Address

1.1.8.1  The offeror’s proposal delivery address shall be submitted to the Insitu point of contact provided in paragraph 1.1.4 above - It must include the solicitation number and title of for identification.

1.2  Supplies, Services, and Prices

1.2.1  Description / List of Supplies or Services and Prices:

(Provide a summary of the supplies and/or services to be provided on a resulting agreement and cite)

1.2.1.1  PART 3, Attachment 1, “List of Services, Supplies & Prices,” provides more details of the supplies / services for this purchase contract / agreement. (NOTE: If only 1 to 4 Items are being purchased, they can be provided here - Including contracted price).

1.2.2  Purchase Contract Financial Type

1.2.2.1  The following is the financial type for this Purchase contract: (Remove the inapplicable financial types below)

Firm Fixed Price (FFP) - Provides for an agreed to fixed price, notwithstanding cost or profit, for the delivery of a product or service.

Fixed Price w/Progress Payments (FFP-PP) - Provides for an agreed to fixed price, notwithstanding cost or profit, for the completion of identified milestones during the performance of a purchase of a purchase contract effort. The milestones and payment amounts for this purchase contract are:

(Provide a list of progress milestone descriptions and spaces for prices here, or, provide that the offeror should propose appropriate milestones.)

Fixed Price w/Performance Payments - Provides for an agreed-to times when incurred costs, based upon a reliable accounting provided by the supplier, are incurred.

Fixed Price Incentive - Provides for an agreed to price, showing cost and profit, with maximum profit dollars added according to a cost/profit share ratio, if the supplier’s cost is less than estimated, and the overall price to Insitu is less.

Fixed Price Re-determinable - Provides for an agreed to price with a provision to evaluate the cost of one or more items/tasks where it’s cost is significant but impossible to accurately predict - That item or service is evaluated after it is incurred and the total purchase contract Fixed price is re-determined accordingly.

Cost-Plus Fixed Fee (CPFF) - Provides for an agreed-to cost ceiling, and a fixed fee; both to be reimbursed during the course of the purchase contract.

Cost-Plus Incentive Fee - Provides for an agreed-to cost ceiling, and a provisional fee that is adjusted up or down, using a share ratio, according to the supplier’s ability to manage cost. The cost and a portion of the provisional fee are reimbursed curing the course of the purchase contract.

Cost Plus Award Fee - Provides for an agreed-to cost ceiling and a provisional fee that is adjusted up or down according to the supplier’s ability to meet pre-determined & priced performance criteria during the course of the purchase contract.

Cost - Provides for reimbursement of incurred cost up to an agreed to cost ceiling during the course of a purchase contract - It does not allow for reimbursement of cost without limits.

Time and Material - Provides for reimbursement of incurred labor hours based on previously agreed-to rates, and incurred material costs. The labor rates include direct, overhead, G&A, and Fee. Incurred material cost is direct and material holding cost only. A ceiling amount is provided for all or each labor category, and for material. See PART 3 Attachment 24, “Applicable T&M Labor Rates.”

Labor Hour - Provides for reimbursement of incurred labor hours based on previously agreed-to rates, and incurred material costs. The labor rates include direct, overhead, G&A, and Fee. See PART 3 Attachment 24, “Applicable T&M Labor Rates.”

1.2.3  WBS or Line Items

1.2.3.1  The work breakdown structure or line items are provided in PART 3 Attachment 2, “Work Breakdown Structure (WBS)/Supplier Line Items” of this PURCHASE CONTRACT. These shall be individually cost or priced in accordance with the instructions provided in Section 4.0 of this PURCHASE CONTRACT.

1.2.4  WBS or Line Item Numbers as Applicable

1.2.4.1  Provided in PART 3 Attachment 1, “List of Services, Supplies, & Prices.”

1.3  Descriptions / Specifications

1.3.1  Statement of Work

1.3.1.1  A statement of work is provided in PART 3 Attachment 4, “Statement(s) of Work” of this PURCHASE CONTRACT. It provides the essential information required for a supplier to provide acceptable supplies and or services. This(these) document(s) provide(s) as much detail as possible to ensure that satisfaction of the required form, fit, function, reliability, maintainability, and performance in any Insitu-purchased item or service.. The supplier must perform according to the descriptions, standards, tasks, and other requirements to ensure satisfactory results.

1.3.1.2  The absence of a statement work provided means that cited attached drawings, specifications, standards, are effectively statements of work.

1.3.2  Specifications

1.3.2.1  Specifications not provided in PART 3 Attachment 4, “Statement(s) of Work” are provided in PART 3 Attachments 6, “Functional Product Specifications;” 7, “Performance Requirements &/or Specifications;” and 10, “Test Requirements/Specifications” of this PURCHASE CONTRACT, and are complementary to the Statement of work provided and are thusly required.

1.3.3  Drawings

1.3.3.1  Applicable drawings are provided in PART 3 Attachment 5, “Applicable Drawings.”

1.3.4  Special Business Provisions

1.3.4.1  Special Business Provisions - Special requirements regarding qualifications, capabilities, and standards required to successfully perform this purchase contract are provided as PART 3 Attachment 33, “Special Business Provisions.”

1.4  Inspection and Acceptance

1.4.1  Inspection & Acceptance shall be accomplished and recorded as provided in:

(Remove the inapplicable documents types below and add special documents required.)

1.4.1.1  “Statement(s) of Work,” Attachment 4

1.4.1.2  “Applicable Drawings,” Attachment 5

1.4.1.3  “Functional Product Specifications,” Attachment 6

1.4.1.4  “Performance Requirements &/or Specifications,” Attachment 7

1.4.1.5  “GERBER Files,” Attachment 9

1.4.1.6  “Test Requirements / Specifications,” Attachment 10

1.4.1.7  “Work Instructions,” Attachment 11

1.4.1.8  “Instructions for Proprietary Parts,” Attachment 12

1.4.1.9  “Supplier Quality Requirements, QAQ-82-001,” Attachment 18

1.4.1.10  “First Article Inspection Report Forms, QAF-82-005,” Attachment 19

1.4.1.11  “Insitu General Provisions -Purchase Orders (GP-PO),” Attachment 22

1.5  Deliveries or Performance

1.5.1  Delivery or Performance Schedules

1.5.1.1  Delivery or performance schedules and milestones are provided in PART 3 Attachment 3, “Deliveries and/or Performance Schedule.”

1.5.2  Delivery Address

1.5.2.1  The Delivery address for the supplies and/or service for this purchase contract is:

(Remove the inapplicable address or add the correct address if different – Such as in a drop-ship to another supplier!)

Insitu, Inc.

118 E. Columbia River Way

Bingen, WA 98605

Or

Insitu, Inc.

901 E. Bingen Point Way

Bingen, WA 98605

1.6  Purchase Contract Administration Data

1.6.1  Authorized Insitu Agent to Make Commitments in Procurement

1.6.1.1  The offeror’s contact with Insitu relevant to this solicitation and its contents is restricted to Insitu Supplier Management & Procurement (SM&P). The point of contact is provided in paragraph 1.1.4 above. This is the only person authorized to provide instructions or directions to potential offerors regarding this solicitation. SM&P management may assign other individuals by email, phone call, or mail, if there is a change.

1.6.2  Award

1.6.2.1  Unless this is a “Rated” order under the “Defense Priorities & Allocations System” (DPAS), the supplier shall provide written acknowledgement of this Purchase Contract within five (5) working days after award.

1.6.3  Invoicing

1.6.3.1  Invoices shall be provided to Insitu by –