B09_Solicitation_Amendment_0002_SF33_Continuation_Pages_0002.docx

Solicitation Number 140A1625R0032 Document Title Technical Assistance and Administrative Support IDIQ for DWP Page

Table of Contents

Solicitation Solicitation Type This requirement is being solicited in accordance with Federal Acquisition Regulation (FAR) Part 12, Acquisition of Commercial Items and Part 15, Contracting by Negotiation. The Government does not intend to enter into discussions with Offerors but reserves the right to do so, if deemed necessary.

Section 1 of SF-33 shall be ignored. Use section L.1.I. beginning on page 77 for submission instructions.

Set-Aside This requirement is 100% set-aside for Indian-owned Small Business Economic Enterprises (ISBEEs). Prime Offerors must meet the eligibility requirements as stated in the Buy Indian Act and NAICS 541690 Other Scientific and Technical Consulting Services with a small business size standard of $19M.

Prime Offerors must also meet the limitation on subcontracting requirements as stated in FAR clause 52.219-14 and Department of the Interior Acquisition Regulation (DIAR) 1452.280-3.

Contract Type The Government anticipates awarding a single-award Indefinite Delivery Indefinite Quantity (IDIQ) with hybrid Time and Material (T&M) / Labor-Hour (LH) / Firm-Fixed-Price (FFP) Task Orders (TOs) which may include NTE for travel to be direct reimbursable allowable fee in accordance with the Federal Travel (FTR).

The IDIQ will consist of five years with no options.

Contract Dollars Limitations Per FAR clause 52.216-22 Indefinite Quantity the minimum for this indefinite quantity contract shall be any quantity or combination of supplies and services equal to the amount(s) set forth below. The Department does not guarantee any other work during the five-year period of performance.

· The minimum order amount the contractor must accept is $5,000.00, which is different than the minimum guarantee amount of $2,500.00.

· The maximum for the group of indefinite quantity contracts (including options) shall be any quantity or combination of supplies and services not to exceed $47,500,000.00.

The maximum/ceiling of this IDIQ:

1. Includes direct costs, indirect costs, and profit;

2. Is cumulative for all years of performance;

3. Serves as a ceiling amount;

4. Is not funded/obligated, as funding/obligation occurs at the order level;

5. Does not commit the Government to any liability; and

6. Cannot be exceeded unless the Contractor submits advance written notice to the Contracting Officer (CO), and the IDIQ is modified to reflect a new contract maximum/ceiling.

The Government is obligated only to the extent of the guaranteed minimum and any authorized orders issued under this IDIQ.

Individual Task Orders The Contractor shall perform work under this IDIQ as specified in written individual TOs issued by a CO.

The following information will be included in each individual TO that is issued against the master IDIQ Contract:

· Date of order

· Contract number and order number

· Labor category, description, quantity in terms of hours, and unit price

· For travel, not-to-exceed amount

· TO Statement of Work

· Delivery or performance schedule

· Place of delivery or performance

· Accounting and appropriation data

TOs shall not include language that is contradictory to that of what is included in this master IDIQ Contract. In instances where language contradicts between the TO and IDIQ level, the IDIQ shall take precedence and be the binding terms of the contact and order.

Incumbent The majority of work included in this IDIQ is currently being performed by Managed Business Solutions LLC (SAM UEI XV3NLKL4UFA9) under stand-alone contract 140A1620C0007, which has a ceiling of $41,718,694.47 and currently expires 1/31/2026. Note this IDIQ includes revised requirements than 140A1620C0007.

Supplies or services and prices/costs Statement of Work (SOW) See Attachment 1 SOW for full details of this requirement for Technical Assistance and Administrative Support (TAAS) services.

Pricing Schedule Offerors shall provide fully burdened, fixed-price labor rates for each of the labor categories listed in Attachment 2 IDIQ Pricing. Positions may have multiple levels associated with one position to cover different job duties, responsibilities and salary requirements.

Labor Rates The Contractor shall provide pricing for all labor categories. The Labor Categories are further defined in Attachment 3 IDIQ Labor Category Descriptions. The proposed fully burdened, fixed labor rates will be available for ordering under all resultant TOs. The labor category rates proposed will become the maximum threshold that the Government will pay for the labor category under this contract and all subsequent individual TOs. Contractors are expected to adjust their rates accordingly at the TO level. Labor rates may be discounted at the TO level; however, in the base year, no additional sums will be payable on account of any escalation in the cost of labor or because of the Contractor’s failure to properly estimate or accurately predict these prices or difficulty of achieving the results required by the TO.

The pricing schedules in Attachment 2 shall reflect labor categories and fully burdened hourly labor rates for on-site personnel (on location or remote). Fully burdened hourly labor rates are inclusive of profit, fringe benefits, salary, general and administrative, and indirect costs. In addition, the fully burdened on-site hourly labor rates shall reflect that all services performed are on a Government site and the Government is providing all necessary equipment, materials, and other items necessary to perform these services. Location of personnel and the ability to remote work will be provided at the TO level.

Productive Direct Labor-Hours (non FFP orders only) The Contractor can only charge the Government for productive direct Labor-Hours which are defined as those hours expended by Contractor personnel in performing work under the IDIQ Contract/individual TOs. This does not include sick leave, vacation, Government or Contractor holidays, jury duty, military leave, or any other kind of administrative leave such as acts of God (i.e. hurricanes, snowstorms, tornadoes, etc.), Presidential funerals, or any other unexpected Government closures.

Productive direct Labor-Hours may still be applicable in cases of national emergency or other disaster recovery operation as Contractor personnel may be required to work from their home on either Government furnished equipment or using their personal computer.

Labor categories and fully burdened hourly labor rates that are within the scope may be added to the IDIQ as needed throughout the life of the IDIQ. As the Government fully anticipates all applicable labor categories will be established at the award of the IDIQ, this shall be a rare instance to add a labor category at the IDIQ level.

Travel Travel may be included on individual TOs as a direct reimbursable with a not-to-exceed (NTE) amount. General and Administrative (G&A) costs are allowed for travel. Profit on travel or G&A is not allowable. Contractor shall provide supporting documents for all travel costs with submitted invoices at the TO level.

Individual TOs will identify the specific place(s) of performance. If travel is required to a location that is over fifty (50) miles one-way from the individual TO place of performance and the individual TO includes funding for travel; then, allowable direct reimbursable travel charges may be invoiced in accordance with the current Federal Travel Regulations. Fee, profit, or general and administrative fee will not be allowable on travel expenses.

All reimbursable travel must be submitted to and approved in writing in advance by the Contracting Officer’s Representative (COR) or CO. Requests for travel shall include at a minimum:

· Name and title of traveler

· Purpose of travel

· Dates of travel

· To/From Locations

· Mode of transportation

· Estimated total travel costs broken down by transportation, lodging, meals and incidentals

Federal Travel Regulations Travel costs incurred for transportation, lodging, meals, and incidental expenses (as defined in the regulation cited in FAR 31.205-46) shall be considered to be reasonable and allowable only to the extent that they do not exceed on a daily basis the maximum per diem rates in effect at the time of travel as set forth in the Federal Travel Regulation.

The Contractor may be reimbursed for travel to provide support at a government site or other site as may be specified and approved by the COR under this effort. All travel shall be pre-approved in writing by the COR prior to commencement of travel. Consultant shall provide supporting documentation and a detailed breakdown of incurred travel costs with each invoice.

Overtime (non FFP orders only) The Government generally discourages overtime, so the Contractor agrees to use its best efforts to avoid (and when applicable, control) overtime. The following additional terms apply to overtime under this contract:

a. Overtime is defined as time worked in excess of the number of hours in a normal workweek.

b. “Number of hours” includes productive time hours, travel time hours, and paid time off hours (e.g., sick, vacation, holiday).

c. “Productive time hours” consist of hours that, other than travel time hours, directly benefit the order.

d. “Travel time hours” consist of hours spent by the employee traveling to or from authorized work locations.

e. Payment for overtime must be authorized in writing by the CO and prior to the employee performing any overtime.

f. Payment for overtime must not conflict with any Contractor uncompensated overtime policy or practice.

g. For fixed-price arrangements, the Government will not pay for overtime.

h. For labor-hour arrangements and the time portion of time-and-materials arrangements, any Government payment for CO authorized employee overtime will be made at the fixed fully-loaded hourly labor rates negotiated in the order for normal workweek performance.

i. A CO -authorized employee is a contractor employee who has been granted permission by the CO to work overtime.

Type of Contract This is an IDIQ contract. To the extent practicable the Government plans to award on a fixed price basis as defined in FAR Subpart 16.202. The Government anticipates each TO issued under the IDIQ to be one of, or a combination of, the following:

· Firm-fixed-price, as defined in FAR 16.202;

· Labor-hour, as defined in FAR 16.602; and/or

· Time-and-materials, as defined in FAR 16.601.

Description/Specifications/Statement of Work See Attachment 1 SOW

Packaging and Marking

1. Use of this section is not required as this is a Contract for services and the Government does not anticipate packaging or marking requirements for deliveries. However, specific submission requirements for reports will be designated at the individual TO level.

2. All pre-award written and electronic correspondences shall include the solicitation number: 140A1625R0032.

All post-award written and electronic correspondences, invoices, and all other documents shall include the master award number.

For submission of questions and proposals, see Section L.

Inspection and Acceptance Inspection and Acceptance Inspection of the Supplies/Services provided hereunder shall be made by the COR or any Inspectors designated by the CO. The place of inspection for reports required under this contract shall be at the addresses for deliverables set forth in Section F. Final acceptance of Supplies/Services shall be made by the COR designated in the contract or as specified in individual TOs.

Authorized Representative for Inspection and Acceptance Services to be inspected and accepted by the COR, whose duties will be delegated by the CO.

Correspondence To promote timely and effective administration, correspondence shall be subject to the following procedures:

a. Technical correspondence (where technical issues relating to compliance with the requirements herein) shall be addressed to the COR with an information copy to the CO and the Contract Administrator (CA).

b. All other correspondence, including invoices, (that which proposes or otherwise involves waivers, deviations or modifications to the requirements, terms or conditions of this requirement) shall be addressed to the CO with an information copy to the COR.

Points of Contact Contracting Officer’s Representative:

1. The CO’s authorized representative, for this effort is as follows:

COR name and email (to be added pre-award)

1. The COR is the individual within the Program Management function who has overall technical responsibility for this effort. The COR supports the CO and the CA during administration of this effort by:

1. Making final decisions regarding any recommended rejection of deliverables;

1. Providing technical clarification relative to overall workload matters;

1. Providing advice and guidance to the Contractor in the preparation of deliverables and services;

1. Providing acceptance of deliverable products to assure compliance with requirements.

1. The COR also provides technical direction to the Contractor, i.e., shifting work emphasis between areas of work; fills in details, or otherwise serves to accomplish the purposes of this effort. Technical direction shall be within the general statement of work for this effort. The COR does NOT have the authority to and may NOT issue any technical direction which:

1. Constitutes an assignment of work outside the general scope of this effort;

1. Constitutes a change as defined in the “Changes” clause;

1. In any way causes an increase or decrease in cost or the time required for performance;

1. Changes any of the terms, conditions, or other requirements of this effort; and

1. Suspends or terminates any portion of this effort.

1. All technical direction shall be issued in writing by the COR or will be confirmed by the COR in writing within 10 calendar days after verbal issuance. A copy of the written direction shall be furnished to the CO and the CS.

1. In addition to providing technical direction, the COR will:

1. Monitor the Contractor’s technical progress, including surveillance and assessment of performance, and recommend to the CO and CA, any changes in the requirement;

1. Assist the Contractor in the resolution of technical problems encountered during performance; and

1. Perform inspection and acceptance or recommendation for rejection of Contractor deliverables and identify deficiencies in delivered items. This does not replace any other quality assurance inspection requirements that are specified elsewhere within this SOW.

f) If in the opinion of the Contractor, any instruction or direction issued by the COR is outside of their specific authority, the Contractor shall not proceed but shall notify the CO in writing within 5 working days after receipt of any instruction or direction, with an informational copy to the CA.

Contracting Officer:

All contract questions and concerns will be directed to the CO. The CO is the only individual with the authority to financially obligate the government and to make changes to original terms and conditions of this contract.

The Contractor is responsible for notifying the CO of any potential issues or concerns – technical, scope or financial, concerning this contract.

The CO for this effort is as follows:

Jeffy Pearson jeffrey.pearson@bia.gov

Permits and Licenses In performance of work under each individual TO, the Contractor must, without additional expense to the Government, be responsible for obtaining any necessary licenses and permits, and for complying with any Federal, State, and municipal laws, codes, and regulations applicable to the performance of the work.

Confidentiality All information regarding the procedures developed under the IDIQ contract, as well as each individual TO, must be regarded as sensitive information by the Contractor and not to be disclosed to anyone outside the Contractor’s organization without the written permission of the CO.

Quality Assurance The COR or designated inspector will review, for completeness, preliminary or draft documentation that the Contractor submits, and may return it to the Contractor for correction. Absence of any comments by the COR will not relieve the Contractor of the responsibility for complying with the requirements of this work statement. Final approval and acceptance of documentation required herein shall be by letter of approval and acceptance by COR. The Contractor shall not construe any letter of acknowledgment of receipt material as a waiver of review, or as an acknowledgment that the material is in conformance with this work statement. Any approval given during preparation of the documentation, or approval for shipment shall not guarantee the final acceptance of the completed documentation.

Deliveries or Performance Solicitation Provisions Incorporated by Reference

Period of Performance The period of performance for the IDIQ will be five years from the effective start date listed on the IDIQ.

IDIQ and Task Order Period of Performance For those TOs issued before the expiration of the IDIQ contract, the period of performance may extend up to one year after the expiration of the IDIQ contract.

Deliverables and Submittals Deliverables/Deliverable Schedule will be provided at the individual TO level.

Task Order Transition Plans A. Transition-In Plan. The Contractor shall assure that it transitions TOs in a manner that assures little or no service delivery degradation from the expiring contract for similar services. The Contractor shall ensure that there will be minimum service disruption to vital Government business and no service degradation during and after transition. The Contractor shall provide a final Transition-In Plan that will be based on the Contractor’s proposal Transition-in Plan, within five calendar-days of project start. All transition activities shall be completed 15 calendar days after TO start. The contactor can utilize all existing ITS infrastructure during transition as long as risks are appropriately mitigated. The Contractor shall begin implementation of its Transition-In Plan no later than (NLT) five (5) calendar days after TO award.

The generalized Transition-In Plan shallat the IDIQ level should include, unless otherwise specified at the TO level:

· Document the strategic approach

· Identify equipment, hardware, software, documents and other artifacts that are included in the transition

· Establish milestones and schedules

· Establish activities

· Identify transition risks and risk mitigation

· Define roles and responsibilities

· Define transition approval authorities and lines of communication

· Define a knowledge transfer approach

· Define a property inventory and transition approach

· Create bi-party or tri-party agreements

· Provide checklists

B. Transition-Out Plan. The Contractor shall provide a Transition-Out Plan that facilitates the accomplishment of a seamless transition from the incumbent to an incoming Contractor/Government personnel at the expiration of the contract.

The Contractor shall provide a final Transition-Out Plan NLT 60 calendar days after the Government requests the deliverable, during the final option year of the contract. The Contractor shall update the plan through-out the performance of the contract as necessary reflecting current operations and service levels and provide these updates at the appropriate MPSR. The Contractor shall identify how it will coordinate with the incoming Contractor and/or Government personnel to transfer knowledge. to include the following:

The generalized Transition-Out Plan at the IDIQ level should include:

· Project management processes.

· Points of contact.

· Location of technical and project management documentation, data, and methods of providing these to the incoming service provider.

· Status of ongoing technical initiatives (inflight projects).

· Appropriate Contractor-to-Contractor coordination to ensure a seamless transition.

· Transition of Key Personnel.

· Schedules and milestones.

· Actions required of the Government.

· Methods of measuring transition risks that includes a complete inventory of transition risks with assigned severity and probability, and response plans to address the risks either through avoidance, mitigation, or other means.

· Method of permitting the successor service provider to observe and become familiar with any and all operations specified in this PWS for a minimum of 30 calendar days prior to the expiration or termination of the contract.

· Method of establishing and maintaining effective communication with the incoming service provider for the period of the transition via weekly status meetings.

· Detail knowledge transfer including the following:

· Method for ensuring that all information assets and related configuration information is up-to-date and available for the Government’s review at least 30 calendar days prior to the end of the contract.

· Deliver to DOI electronic copies of all Government data and information stored in the Contractor’s systems in the format requested by DOI within 15 business days from the DOI request.

· Provide process descriptions and detailed procedures for all systems management and support processes and update as necessary during the transition-out.

· Method for adherence to the approved Transition-Out Plan once phase-out activities are initiated.

· Method for conducting a joint Contractor and Government inventory of GFE and all operational, engineering, procedural, educational, and any other documentation and presentations produced as part of delivering the PWS services within ten business days of an DOI request.

· Method for certifying that all Government information has been purged from any Contractor-owned system used to process Government information.

· The Contractor will implement the requirements of the Government approved Transition-Out Plan at the direction of the Government in support of transitioning to a new service provider.

Special Provisions A. Section 508 Accessibility Standards Notice, all deliverables (including, but not limited to, electronic and information technology (EIT)) procured through this IDIQ must meet the applicable accessibility standards at 36 CFR § 1194, U.S. Architectural and Transportation Barriers Compliance Board (Access Board) under the authority of Section 508 of the Rehabilitation Act Amendment of 1998, unless an agency exception to this requirement exists. 36 CFR § 1194, U.S. Architectural and Transportation Barriers Compliance Board (Access Board) is viewable at http:// www.section508.gov. The Contractor shall indicate for each line item in the schedule whether each product or service is compliant or noncompliant with the accessibility standards at 36 CFR § 1194. Further, the proposal must indicate where full details of compliance can be found (e.g., vendor’s website or other exact location).

B. Non-Disclosure Policies, the work to be performed by, and the data released to, the Contractor’s personnel shall be treated as sensitive and confidential in nature and is not to be discussed with or released to anyone except DOI (or other bureau or agency-specific personnel at the TO level) employees assigned to work with the Contractor and other Contractor personnel working on a given TO. The Contractor is responsible for requiring all of its employees working under this IDIQ, who have access to privileged information under this IDIQ to execute all Certifications required by DOI. DOI, as it deems appropriate, may require additional certifications be completed by the contractor at any time during a TOs period of performance.

Contract Administration Data All invoices shall be submitted via https://www.ipp.gov on a monthly basis or in accordance with individual TOs.

Electronic Invoicing and Payment Requirements - Invoice Processing Platform (IPP) (April 2013) Payment requests must be submitted electronically through the U. S. Department of the Treasury's Invoice Processing Platform System (IPP). "Payment request" means any request for contract financing payment or invoice payment by the Contractor. To constitute a proper invoice, the payment request must comply with the requirements identified in the applicable Prompt Payment clause included in the contract, or the clause 52.212-4 Contract Terms and Conditions - Commercial Items included in commercial item contracts. The IPP website address is: https://www.ipp.gov.

Under this contract, the following documents are required to be submitted as an attachment to the IPP invoice:

· A copy of the Contractor’s invoice shall be included with the IPP invoice. If no invoice is attached, the Invoice will be rejected;

· List of deliverables;

· For T&M and LH TOs only: Timesheet - Number of hours worked with corresponding labor category and rate information;

· Any additional information requested at the individual TO level.

The Contractor must use the IPP website to register access and use IPP for submitting requests for payment. The Contractor Government Business Point of Contact (as listed in SAM) will receive enrollment instructions via email from the Federal Reserve Bank of Boston (FRBB) within 3 - 5 business days of a TO award date. Contractor assistance with enrollment can be obtained by contacting the IPP Production Helpdesk via email ippgroup@bos.frb.org or phone (866) 973-3131.

If the Contractor is unable to comply with the requirement to use IPP for submitting invoices for payment, the Contractor must submit a waiver request in writing to the Contracting Officer with its proposal or quotation.

(End of local clause)

Federal Holidays Unless otherwise notified in writing by the CO or COR, no services will be required on the following list of observed federal holidays. An up-to-date list of all federal holidays for each calendar year is available at https://www.opm.gov/policy-data-oversight/pay-leave/federal-holidays/.

The Contractor shall observe Inauguration Day as a holiday for Washington, D.C. based Contractor employees. Federal Agencies in the Washington, D.C. metro area are closed on Inauguration Day. However, Inauguration Day is not observed outside of the Washington, D.C. area and Contractor employees in those areas should report to their established duty station. NOTE: If a Public Holiday (observed on a specific calendar date) occurs on a Saturday, the holiday is observed on the preceding Friday; if the holiday occurs on Sunday, the holiday is observed by the Federal Government on Monday.

If Government facilities are closed nationwide or in specific locations for other than listed holidays by direction of the U.S. Office of Personnel Management, the Office of Management and Budget, Executive Order of the President or other Official Government entity, Contractor staff shall not report to Government facilities (except for positions designated as 24/7). If Government offices close early and federal employees are dismissed, the COR in consultation with the Program Managers and/or the CO will make a determination on a case-by-case basis regarding dismissal of Contractor employees.

Reporting Matters Involving Fraud, Mismanagement, Waste and Abuse Anyone who becomes aware of the existence or apparent existence of fraud, waste and abuse in IA funded programs is encouraged to report such matters to the DOI Inspector General’s Office in writing or on the Inspector General’s Hotline. The toll-free number is 1-800-424-5081. All telephone calls will be handled confidentially. One may also fill out an online form at http://www.doi.gov/oig/index.cfm. Additionally, the IG may be contacted through its mailing address:

U.S. Department of the Interior Office of Inspector General 1849 C Street NW - Mail Stop 4428 Washington, D.C. 20240

Non-Payment for Unauthorized Work No payments will be made for any unauthorized supplies and/or services or for any unauthorized changes to the work specified herein. This includes any services performed by the Contractor of their own volition or at the request of an individual other than a duly appointed CO. Only a duly appointed CO is authorized to change the specifications, terms, and conditions under this effort.

Non-Displacement of Qualified Workers Consistent with the efficient performance of this contract, the contractor and its subcontractors shall, except as otherwise herein, in good faith offer those professional service employees employed under the predecessor contract whose employment will be terminated as a result of award of this contract or the expiration of the contract under which the employees were hired, a right of first refusal of employment under this contract in positions for which employees are qualified.

Special Contract Requirements Contractor Identification Each contract employee shall identify themselves as a Contractor under this contract both orally and in writing. All Contractor emails (to include the emails from the Government account) and all other written correspondences, shall state the following in their signature line:

· The name of the company that they are employed by.

· Clearly identify themselves as a contract employee by stating “Government Contractor.”

The above identification requirement also applies to the following:

· Voicemails

· Placards

· Office Name Plates

· Any material produced under this contract if a name of a Contractor is provided within.

Under no circumstance shall the Contractor state or imply that they are acting on behalf of the Government.

Key Personnel The contractor shall appoint a Program Manager with overall responsibility for the contracted effort. The Program Manager shall be the single point of interface with the Government for all matters concerning technical progress and problems, program performance, schedule, cost, resources, and other program-related matters. This position will be non-billable, unless included in a TO.

The contractor shall appoint a technical lead for the Safety of Dams Program (SOD) that is a Technical Coordinator, level III or Level IV Civil Engineer or Physical Scientist. TOs will fund this position where necessary.

The contractor shall appoint a technical lead for the Branch of Irrigation and Power Program (BIP) that is a Technical Coordinator, level III or Level IV Civil Engineer or Physical Scientist. TOs will fund this position where necessary.

Resumes shall be provided for each key personnel listed in this section.

Key Personnel at the IDIQ level consists of the IDIQ Program Manager only.

Key Personnel requested at the TO level will be listed within the individual TO Request for Proposal/Quote (TORP).

Certain skilled, experienced, professional and technical personnel are essential for accomplishing the work under this contract. These individuals are defined as "Key Personnel" and are those persons whose resumes were submitted and marked by the vendor as "Key Personnel" in response to the positions designated as “Key Personnel” within the TO requirements. During the first six (6) months of performance, no substitutions shall be made of accepted key personnel except for sudden illness or death, or termination of employment. The Government shall accept substitutions only if in compliance with the “Substitution of Key Personnel" provision identified below.

All Contractor requests for approval of substitutions hereunder shall be submitted in writing to the COR and the CO at least thirty (30) calendar days in advance of the effective date, whenever possible, and shall provide a detailed explanation of the circumstances necessitating the proposed substitution, a complete resume for the proposed substitute, and any other information requested by the CO necessary to approve or disapprove the proposed substitution. Proposed substitutes should have comparable qualifications to those of the person(s) being replaced. The COR and the CO will evaluate such requests and promptly notify the Contractor of approval or disapproval in writing.

If the Government agrees to the substitution during the first six (6) months of this contract, the replacement personnel shall sign a letter of commitment to cover the difference of the six-month period, as required under this contract.

Personnel Performance and Replacement The Government reserves the right to assess the qualifications and acceptability of any individual proposed by the Contractor for any position and may require the Contractor to replace an individual whose qualifications and suitability are judged deficient with written notification.

Indian Affairs shall have and exercise complete control over granting, denying, suspending, and removing employment suitability clearances for Contractor employees and prospective Contractor employees. If the Government receives an unsuitable report on any Contractor employee after processing his or her forms or finds a prospective Contractor employee unsuitable or unfit for his or her assigned duties, the COR will advise the Contractor that the employee shall be considered ineligible for contract performance.

Where temporary favorable suitability determinations have been granted, the Government CO may request the Contractor to immediately remove any contract employee from the contract who has failed to receive a favorable suitability determination, whose continued employment is deemed contrary to the public interest, inconsistent with the best interests of security, or is identified as a potential threat to the health, safety, security, general well-being or operational mission of the agencies, bureaus, and its population. The CO may also request the Contractor to immediately remove any contract employee from the contract should it be determined that the individual being assigned to duty has been disqualified for suitability reasons or has been found to be unfit for performing duties during their tour(s) of duty.

Contractor personnel under this contract shall not be: (1) Placed in a position where they are under the supervision or evaluation of a Government employee; and (2) Placed in a position of command, supervision, administration or control over Government personnel, or personnel of other Contractors. Given the nature of the contract requirements and the working environment, it may be necessary for Government and Contractor personnel to work as a team to accomplish work objectives, share knowledge, and work in a mutually supportive role. This should be accomplished while preserving the non-personal services nature of the contract. The operational need to work in concert should be accomplished in a manner consistent with preserving the management responsibilities of the Contractor. Working in a team environment, may require the Government to provide collaboration among the contract personnel which will require work direction from the Government. Work direction means a communication to Contractor personnel that directs or approves approaches, documents, presentations, or refinements to work; fills in details or otherwise completes the general description of work or documentation items; shifts emphasis among work areas or tasks; or furnishes similar instructions to Contractor personnel. Work direction includes requiring analyses and development of other products within the scope of work for the contract.

The Contractor is at all times responsible for the quality of Contractor personnel work. It is the direct responsibility of the Contractor to perform all tasks normally associated with an employer-employee relationship, e.g., completing timecards, resolving quality of work issues, ensuring high motivation and morale, and resolving Government-identified Contractor performance concerns. To ensure effective and efficient services, the Contractor supervisory personnel need to establish and maintain work procedures that facilitate close and continuous coordination with agency COs, CORs, and other program management personnel. The Contractor supervision of Contractor personnel must also reflect the need to sustain a high-performing, highly motivated, and responsive team. The Contractor shall ensure that all Contractor personnel are adequately trained, possess the requisite experience, and are otherwise fully qualified to provide the high level of support required by agency prior to being assigned to this contract.

Security Requirements All Contractor personnel will be required to successfully pass a minimum background investigation for any requirement performed under the IDIQ and all Contractor personnel shall comply with Federal laws, regulations, standards, regarding information and information system security. All security requirements and clauses included in the IDIQ will also be applicable and flow down to any TOs awarded under the IDIQ. Security clearance consists of the DOI background check, taking the Federal Information Systems Security Awareness Training (FISSA) training and obtaining a security card.

Use of Government Computer System All personnel accessing the Government computer systems can expect their computer activities to be monitored. There should be no reasonable expectation of privacy in the use of any Department of the Interior system. The following notice is posted and provided to each individual upon entry into the IA computer system:

“THIS IS A NOTICE OF MONITORING OF DEPARTMENT OF THE INTERIOR INFORMATION SYSTEMS. This system and all related equipment may be used only for official US Government business and limited personal use authorized in the Department of the Interior Policy on Limited Personal Use of Government Office Equipment. Notwithstanding this or any other policy guidance, this system may not be connected to the Internet, in any way, unless authorized by the Office of the Secretary. Unauthorized use of this computer system will subject you to disciplinary action or other penalties. Use of this system constitutes consent to monitoring for this purpose.”

Property Rights – IA will own the intellectual property rights to any software developed on its behalf and will retain the right to use, modify, reproduce, perform, display, release, or disclose the data in whole or in part for any purpose, or to have or authorize others to do so. Generally, FAR clause 52.227-14 Rights in Data-General, and its alternates will be used in the contract. However, deviation from this policy may be necessary as circumstances warrant.

IA data may not be removed from premises without COR written authorization.

The Contractor shall not be allowed to keep any IA Trust Data or copies of Trust Data, reports (draft or final copies). At the time of completion of the project, the Contractor will return electronic and hard copy data and documents which the Contractor created under this IDIQ and any TOs.

Dissemination of Contract Performance Information The Contractor must not publish, permit to be published, or distribute for public consumption, any information, oral or written, concerning the results or conclusions made pursuant to the performance of this contract, without the prior written consent of the CO. Two copies of any material proposed to be published or distributed must be submitted to the CO for approval.

Mandatory Requirement for Contractor Return of all DOI-Owned and Leased Computing and Information Storage Equipment

(a) Within sixty (60) days after the end of the contract performance period or after the contract is suspended or terminated by DOI or by the Contractor for any reason; or within a time period approved by DOI, the Contractor must return all DOI-owned and leased computing and information storage equipment.

(b) Within seventy-five (75) calendar days after the end of the contract performance period or after the contract is suspended or terminated by DOI or the Contractor for any reason, the Contractor must provide DOI with Certification of Verified Return of all DOI-Owned and Leased Computing and Information Storage Equipment. This certification must be provided by a third-party firm approved by DOI in advance. All costs and resource allocations required for this third-party service must be the sole responsibility of the Contractor.

Disclosure of Information Information made available to the Contractor by the Government for the performance or administration of this effort shall be used only for those purposes and shall not be used in any other way without the written agreement of the CO.

If the Contractor is uncertain about the availability or proposed use of information provided for the performance or administration, the Contractor shall consult with the COR regarding use of that information for other purposes.

The Contractor agrees to assume responsibility for protecting the confidentiality of Government records, which are not public information. Each Offeror or employee of the Contractor to whom information may be made available or disclosed shall be notified in writing by the Contractor that such information may be disclosed only for a purpose and to the extent authorized herein. The Contractor assumes responsibility for maintaining knowledge of and compliance with all Federal, state, and local laws, policies, and procedures regarding data confidentiality and privacy, such as the Federal Education Rights to Privacy Act.

All Contractor employees shall sign and submit a copy of the Non-Disclosure Agreement. The non-disclosure agreement that will be required to be signed will be provided after award.

The details of any security safeguards that the Contractor may design or develop under this contract are the property of the Government and shall not be published or disclosed in any manner without the CO’s written consent. Likewise, the details of any security safeguards that may be revealed to the Contractor by the Government in the course of performances under this contract shall not be published or disclosed in any manner without the CO’s written consent. Any information made available in any format shall be used only for the purpose of carrying out the provisions of this contract. Information contained in such materials shall not be divulged or made known in any manner to any person except as may be necessary in the performance of this contract. Disclosure to anyone other than an authorized officer or employee of the Contractor shall require written approval of the CO.

Any information with personal identifiers shall be accounted for upon receipt and properly stored before, during and after processing. In addition, all related output shall be given the same level of protection as required for source materials.

The Contractor shall be held liable for any and all damages resulting from any inappropriate disclosure of information/data by its employees or via any system used by the Contractor. Should the Contractor become aware of the need for additional safeguards, the Contractor must immediately notify the COR.

Non-Personal Services and Inherently Governmental Functions Pursuant to FAR subpart 37.1 - Service Contracts-General, no personal services shall be performed under this SOW. All work requirements shall flow only from the COR to the Contractor IDIQ Program Manager or TO Program/Project Manager(s), if assigned to an individual TO. No Contractor employee will be directly supervised by the Government. All individual employee assignments, and daily work direction, shall be given by the applicable Contractor 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 CO of this communication or action.

Pursuant to FAR subpart 7.5 - Inherently Governmental Functions, the Contractor shall not perform any inherently governmental actions under this SOW. 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 SOW, Contractor employees shall identify themselves as Contractor employees and specify the name of the company for which they work. In all communications with other Government Contractors in connection with this SOW, the Contractor employee shall state that they have no authority to in any way change this SOW and that if the other Contractor believes this communication to be a direction to change their contract, they should notify the CO for that contract and not carry out the direction until a clarification has been issued by the CO.

The Contractor shall insure that all of its employees working on this SOW are informed of the substance of this article. Nothing in this article shall limit the Government’s rights in any way under the other provisions of this SOW, including those related to the Government’s right to inspect and accept the services to be performed under this SOW. The substance of this article shall be included in all subcontracts at any tier.

Personal Conflicts of Interest and Procurement Integrity The Contractor shall ensure that all personnel assigned to the contract (and/or subsequent TOs) sign permanent non-disclosure agreements and procurement integrity certifications as required by the CO. All personnel assigned to any resulting task(s) shall immediately notify the CO in writing of any potential conflicts of interest that may be perceived through their performance on the resulting task(s). The CO will determine if the particular individual or group of individuals will be excluded from any task(s). In the event such a determination is made, the CO will provide immediate oral notification (followed by written notification within five calendar days thereafter) of the individuals and the situation that precludes their performance under the resulting task(s). The Contractor shall immediately (within five calendar days after receipt of oral notification) remove the individual(s) from the task(s) and identify their replacement. Potential organization conflicts of interest issues shall be carefully scrutinized and dealt with in accordance with FAR subpart 9.5 - Organizational and Consultant Conflicts of Interest.

Closeout The Offeror shall work in a timely and efficient manner with the Federal Government to close out TOs after completion of the tasks and to close out the IDIQ contract after all TOs have been closed. This will be an item addressed in the Offeror's past performance rating in CPARS. It is incumbent upon the Offeror to provide a current Point of Contact who will work diligently with the CO or COR upon final delivery/acceptance to accomplish all documentation necessary to close individual awards.

Emergency or Special Event Services Occasionally, the Contractor may be required to perform and/or provide services outside the normal hours of duty. These occasions will be infrequent and require services be performed after normal working hours in the evening and/or weekends (Saturday and Sunday). The COR and the contractor will mutually agree upon any/all deviations to the schedule based on each individual TO, but the scope of any duties required for work outside of normal hours must be expressly stated in the TO SOW.

Government-Furnished Property Government Furnished Property (Material, Equipment, and/or Information) is to be provided at the individual TO level.

Contractor Interfaces The Contractor and/or his subcontractors may be required as part of the performance of this effort to work with other Contractors working for the Government. Such other Contractors shall not direct this Contractor and/or their subcontractors in any manner. Also, this Contractor and/or their subcontractors shall not direct the work of other Contractors in any manner.

The Government shall establish an initial contact between the Contractor and other Contractors and shall participate in an initial meeting at which the conventions for the scheduling and conduct of future meetings/contacts will be established.

Limited Use of Data Performance of this effort may require the contractor to access and use data and information proprietary to a government agency or Government contractor which is of such a nature that its dissemination or use, other than in performance of this effort, would be adverse to the interests of the Government and/or others.

Contractor and/or contractor personnel shall not divulge or release data or information developed or obtained in performance of this effort, until made public by the Government, except authorized by Government personnel or upon written approval of the CO. The Contractor shall not use, disclose, or reproduce proprietary data that bears a restrictive legend, other than as required in the performance of this effort. Nothing herein shall preclude the use of any data independently acquired by the Contractor without such limitations or prohibit an agreement at no cost to the Government between the Contractor and the data owner which provides for greater rights to the Contractor.

Hours of Work Contractor personnel performing on individual TOs issued under the IDIQ Contract shall maintain a work schedule to normal business hours except as otherwise described in the individual TO Statement of Work or authorized by telework agreement. The core Government business hours are 9:30 AM to 3:00 PM Local time, Monday through Friday.