Solicitation_-_IDMS_-_Amd_01.pdf

U.S. Department of State Identity Management Services

Contract #: 19AQMM19R0302

SECTION B - SUPPLIES OR SERVICES AND PRICES/COSTS

B.1 OVERVIEW

The Department of State (DOS), Bureau of Diplomatic Security (DS), Countermeasures

Directorate, Office of Security Technology (DS/C/ST) has implemented One Badge, a hardware appliance-based HSPD-12 compliant Identity Management System and Credential Management

System (IDMS) solution, domestically and at selected pilot sites overseas. One Badge provides identity management, card management, and an authentication mechanism for physical access to all of its domestic facilities. It also provides identity management and card management at the overseas pilot locations.

Homeland Security Presidential Directive 12 (Policy for a Common Identification Standard for

Federal Employees and Contractors) – or HSPD 12 – was signed on August 27, 2004, in response to the general threat of unauthorized physical access to facilities and logical access to

Information Technology (IT) assets. HSPD 12 applies to all federal employees and contractors, including contractor employees. The HSPD 12 program uses Personal Identity Verification (PIV) credentials and services that facilitate trusted physical and logical access to federally controlled facilities and IT networks using smart card technology. The Department calls its implementation of HSPD-12 and its official credential “One Badge.”

B.2 PRICING STRUCTURE

This is an indefinite-delivery, indefinite-quantity (IDIQ) performance based contract. The base

IDIQ schedule will incorporate Time and Materials pricing. The contract type for the individual task orders will be Time and Materials, Labor Hour and Firm Fixed Price, or any combination thereof, depending on the particular services required or supplies needed to be determined at the time of ordering. If a task order will be performance-based, its requirements will be conveyed and administered at the Task or Delivery Order level.

B.3 MINIMUM AND MAXIMUM QUANTITIES

Per FAR 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.

$5,000

The maximum cumulative value of orders on this indefinite quantity contract (including options) shall be any quantity or combination of supplies and services equal to $150,000,000 over ten

(10) years. The maximum aggregate dollar value of all orders awarded to the Contractor cannot exceed the contract ceiling amount. The Contractor will be notified when this ceiling has been reached.

B.4 TRAVEL COSTS

(a) Except as otherwise provided herein, the Contractor shall be reimbursed for its reasonable actual travel costs in accordance with its usual accounting practices consistent with FAR Subpart

31.2, specifically FAR31.205-46. Travel must be directly related to and required for performance of this contract, and authorized in advance and in writing by the Contracting Officer's

Representative (COR). In no event shall costs associated with employee commuting be reimbursable as a direct cost under this contract.

(b) The Contractor shall include a breakout of all authorized travel expenses as an attachment to its invoices.

(c) Administrative support (coordination of travel arrangements, etc.) will be the responsibility of the Contractor.

(d) Should any Contractor personnel be requested to perform in any area which has been determined by the Department of State to be a hazardous duty area, hazardous duty premium pay may be payable at the same rate as would be given to Department of State direct-hire employees pursuant to Chapter 650 of the U.S. Department of State Standardized Regulations (Government

Civilians, Foreign Areas). Each employee will be notified upon arrival at any hazardous duty area of the applicable rates, terms and conditions at the time of performance. Hazardous duty premium pay shall not be burdened with any indirect costs (e.g., overhead, G and A) or fee/profit.

(e) When local travel between the Contractor employee's regular place of performance and other locations is specifically authorized by the COR, transportation expenses shall be allowable costs under this contract. For the purposes of this clause, local travel means travel within a 50 mile radius of the Contractor employee's regular place of performance and does not include daily commuting or associated costs.

(f) For travel where use of a personal automobile has been specifically authorized by the COR, reimbursement shall be computed on the basis of actual miles traveled from starting point to destination. Other related miscellaneous expenses, such as tolls and parking fees, incurred in the performance of tasks authorized under this contract, will be reimbursed. Car rentals require advance approval by the COR and will be authorized only when consistent with good business practice. Allowable costs shall not exceed the actual cost of renting a compact automobile (a maximum of one for four Contractor personnel), unless extenuating circumstances (e.g., excess baggage) require other arrangements and subsequent COR approval is obtained.

(g) The Government will reimburse the Contractor for Contractor employee's travel time to or from other authorized work locations, except that for labor categories which are exempt from the

Fair Labor Standards Act (FSLA), a reimbursement will be allowed only for travel during the employee's regular working hours. The Contractor will not be reimbursed for time spent in stand down or temporary layovers by FLSA exempt contractor employees for the convenience of the

Contractor except as authorized by the Federal Travel Regulations.

(h) The Contractor shall be responsible for ensuring that all personnel who will be required to travel outside the United States have current and valid passports. The Contractor shall also be responsible for obtaining any visas required for travel to foreign countries under this contract.

The Contractor shall make no direct labor charges for obtaining/maintaining passports and/or visas.

B.5 OVERTIME

a) Overtime is defined as time worked in excess of the number of hours in a normal workweek, pursuant to FAR 22.103-1 (Overtime).

b) Costs and fixed fees in this contract are based on a normal workweek of 40 hours (8 hours/day x 5 days/week) for performance inside the United States, and 60 hours (10 hours/day x 6 days/week) for performance within the United States’ outlying areas and outside the United States.

c) Payment for overtime must be authorized in advance of any Contractor employee’s performance of overtime and in writing by the Contracting Officer when the Contractor requests an overtime premium cost that exceeds $0.00. Such request shall be submitted in writing to the Contracting Officer and shall address each item under FAR 52.222-2(b)

(Payment for Overtime Premiums).

d) Evidence showing the Contracting Officer’s approval shall be sent with each invoice on which overtime containing a premium cost that exceeds $0.00 is being billed.

e) While FAR 52.222-2(a) provides advance authorization for any Contractor employee’s performance of overtime when the overtime premium cost does not exceed $0.00, the

Contractor agrees to perform this contract, so far as practicable, without using overtime, particularly as a regular employment practice, except when lower overall costs to the

Government will result or when it is necessary to meet urgent program needs [reference FAR

22.103-2 (Overtime – Policy)].

f) Payment for overtime must not conflict with any Contractor uncompensated overtime policy or practice. If the Contractor has such a policy or practice, the Government will not compensate the Contractor for overtime costs in accordance with such policy or practice.

g) Unless advance authorization has been granted pursuant to Section B.9(c), any Government payment for Contractor employee overtime will be made at the actual incurred straight-time hourly labor rate that the Contractor pays the Contractor employee and determined allowable by the Contracting Officer, pursuant to FAR 31.201-2 (Determining Allowability).

B.6 PERIOD OF PERFORMANCE

This contract is comprised of a one-year base period and nine (9) one-year option periods(if exercised).

Base Period:

Contract Period 2(Option):

Contract Period 3(Option):

Contract Period 4(Option):

Contract Period 5(Option):

Contract Period 6(Option):

Contract Period 7(Option):

Contract Period 8(Option):

Contract Period 9(Option):

Contract Period 10(Option):

SECTION D – PACKAGING AND MARKING

D.1 MARKING OF REPORTS

All reports delivered by the Contractor to the Government under this contract shall prominently show on the cover of the report:

(a) Name and business address of the Contractor;

(b) Contract number and delivery order number, if applicable;

(c) Date of report; and

(d) Program office(s).

(e) All reports become the property of the Department. Reports shall not contain any markings or legends which restrict the Department's use of such reports in any way.

D.2 PACKING OF SUPPLIES FOR OVERSEAS SHIPMENT

Establish door-to door delivery standards for International diplomatic and consular posts shipments. Supplies shall be packed for shipment in 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 Classification Rules, and regulations of other carriers as applicable to the mode of transportation.

D.3 PACKING LIST(S)

A packing list or other suitable shipping document(s) shall accompany each shipment and shall include the following information:

(a) Name and address of consignor;

(b) Name and address of consignee;

(c) Government contract number (and delivery order number, if used);

(d) Government bill of lading number covering the shipment, if any; and

(e) Description of the items shipped, including item number, quantity, number of containers, and package number, if any.

D.4 WARRANTY NOTIFICATION

In accordance with FAR 46.706 (b)(5), the Contractor shall stamp or mark the supplies delivered, or otherwise furnish notice with the supplies, of the existence of a warranty, if any.

Sufficient information shall be presented indicating duration of the warranty and the name and telephone number of the Contracting Officer to be notified if the supplies are found to be defective.

D.5 DATA PACKAGING REQUIREMENTS

(a) All unclassified data shall be prepared for shipment in accordance with best commercial practices.

(b) Classified reports, data, and documentation shall be prepared for shipment in accordance with the National Industrial Security Program Operating Manual (DOD 5220.22-M).

SECTION E – INSPECTION AND ACCEPTANCE

E.1 CLAUSES INCORPORATED BY REFERENCE FAR 52.252-2 (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):

FAR: http://farsite.hill.af.mil/vmfara.htm DOSAR: http://farsite.hill.af.mil/vmdosara.htm

These addresses are subject to change. If the Federal Acquisition Regulation (FAR) is not available at the locations indicated above, use the DOS Acquisition Website at http://www.statebuy.state.gov/ to see the links to the FAR. You may also use an Internet search engine (such as Yahoo, Google and Bing) to obtain the latest location of the most current FAR.

Clause Title Date

52.246-2 Inspection of Supplies – Fixed Price Aug 1996

52.246-4 Inspection of Services – Fixed Price Aug 1996

52.246-6 Inspection – Time-and-Material and Labor-Hour May 2001

52.249-8 Default (Fixed-Price Supply and Service) Apr 1984

52-246-16 Responsibility for Supplies Apr 1984

E.2 QUALITY ASSURANCE SURVEILLANCE PLAN (QASP)

The Government will perform those quality assurance procedures that may be necessary to verify that performance is in accordance with the terms of the contract and its task orders. Government quality assurance will be performed routinely by the Contracting Officer’s Representative;

however, other activities may be called upon to support this effort as required. The Contracting

Officer’s Representative or designated quality assurance evaluators will record all surveillance observations and will maintain a file of all inspection results. Successive months of unsatisfactory performance may result in other appropriate action(s) by the Contracting Officer in accordance with the Inspections clause, including Termination for Default. Any action taken by the Contracting Officer as a result of surveillance will be in accordance with the terms of the

FAR.

E.3 METHODS OF SURVEILLANCE

The Government may use a variety of surveillance methods to evaluate the Contractor’s performance. These include, but are not limited to, random sampling of recurring services, periodic surveillance of the Contractor’s quality control program and audit of financial statements and customer complaints.

http://farsite.hill.af.mil/vmfara.htm http://farsite.hill.af.mil/vmdosara.htm http://www.statebuy.gov/home.htm

SECTION F – DELIVERIES OR PERFORMANCE

F.1 CLAUSES INCORPORATED BY REFERENCE FAR 52.252-2 (FEB 1998)

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):

52.211-9 (Alt III) Desired and Required Time of Delivery Jun 1997

52.242-15 Stop-Work Order Aug 1989

52.242-17 Government Delay of Work Apr 1984

52.247-55 F.O.B. Point for Delivery of Government-

Furnished Property

June 2003

F.2 PERFORMANCE TERM OF BASE IDIQ CONTRACT

The term of this IDIQ contract is one base period and nine option periods, if exercised. Each option period may be exercised with performance periods up to twelve months. This is not a multi-year contract as defined by FAR Part 17.1.

The CO can extend the term of the contract for an additional six months in accordance with FAR

52.217-8, Option to Extend Services clause contained in Section I of this contract. In the event the Option to Extend Services clause is exercised by the Contracting Officer (CO), the

Contractor shall provide the services at the same billable rates as the previous performance period.

F.3 TASK ORDER PERIOD OF PERFORMANCE

The term of each task order placed under the basic contract shall be specified in the individual task order. Under no circumstances may a task order be placed under the basic contract if the basic contract has expired, or has been terminated or cancelled by the Government. No task order may exceed five (5) years, inclusive of options, from the date that the task order is placed;

however, no task order may extend more than one (1) year after the expiration of the basic contract. Task order options, if included at initial issuance of the task order, may be exercised after the expiration date of the basic contract.

http://www.acquisition.gov/far http://www.statebuy.state.gov/dosar

F.4 LIQUIDATED DAMAGES - SUPPLIES, SERVICES OR RESEARCH AND

DEVELOPMENT (Sep 2000)

(a) If the Contractor fails to deliver the supplies or perform the services within the time specified in this contract, the Contractor shall, in place of actual damages, pay to the Government liquidated damages of the rate of the highest paying labor category times eight (8) hours per calendar day of delay or the highest priced supply times one (1) per calendar day of delay.

(b) If the Government terminates this contract in whole or in part under the Default—Fixed-Price

Supply and Service clause, the Contractor is liable for liquidated damages accruing until the

Government reasonably obtains delivery or performance of similar supplies or services. These liquidated damages are in addition to excess costs of repurchase under the Termination clause.

(c) The Contractor will not be charged with liquidated damages when the delay in delivery or performance is beyond the control and without the fault or negligence of the Contractor as defined in the Default—Fixed-Price Supply and Service clause in this contract.

F.5 NOTICE TO PROCEED

After receiving contract award, the Contractor shall begin the transition upon informal notice by the Contracting Officer. During the transition period the Contractor shall complete the steps necessary to obtain all required personnel, conduct training, and acquire all necessary equipment, licenses, permits, and insurance.

The Contractor shall follow the tasks set forth in their proposed Transition Plan. At or before the end of the transition period the Contractor shall provide the CO acceptable evidence that all required actions have been successfully completed. Upon Contractor notification, the CO shall issue a formal Notice-to-Proceed.

On the date established in the Notice-to-Proceed, the Contractor shall assume full responsibility for the performance of this contract.

F.6 PLACE OF PERFORMANCE

The principal place of performance for this contract shall be the Bureau of Diplomatic Security

Headquarters (SA-18 8354-8380 Alban Road Springfield, VA 22150) along with other

Government facilities to be determined on each specific individual task order. Requirements for domestic and/or international travel will be specified in each individual task order.

F.7 DELIVERABLES

The Government does not waive its right to request deliverables under the basic contract, even if such requirements are not specifically listed in the table below. Individual task and delivery orders will specify the deliverables for each mission, if applicable.

SECTION G – CONTRACT ADMINISTRATION DATA

G.1 DESIGNATION OF ADMINISTRATIVE CONTRACTING OFFICE

This contract will be administered as follows:

Primary Contracting Officer (CO):

Farzad J. Afrasiabi

Department of State

Office of Acquisition Management

A/OPE/AQM/DSCD/SB SA-14

1400 Wilson Boulevard

Arlington, VA 22209

Office: (703) 312-3248

Contracting Officer’s Representative (COR):

TBD

Department of State

DS/SSI/NSM SA-18

8354-8380 Alban Road

Springfield, VA 22150

G.2 CONTRACTING OFFICER (CO)

The CO has sole authority to modify the terms of this contract. The contractor is responsible for ensuring that all modifications to or deviations from contract requirements are approved by the

CO. The CO will appoint the usual and customary contracting representatives, such as a

Contracting Officer’s Representative (COR) and Government Technical Monitors (GTMs) to help carry out the CO’s responsibilities under this contract.

G.3 CONTRACTING OFFICERS REPRESENTATIVE – DOSAR 652.242-70 (AUG 1999)

(a) The Contracting Officer may designate in writing one or more Government employees, by name and position title, to take action for the Contracting Officer under this contract. Each designee shall be identified as a Contracting Officer’s Representative (COR). Such designation(s) shall specify the scope and limitations of the authority so delegated; provided, that the designee shall not change the terms or conditions of the contract, unless the COR is a warranted Contracting Officer and this authority is delegated in the designation.

(b) The COR for the basic contract is to be determined after award and there will be a COR or

Government Technical Monitor (GTM) assigned to each task or delivery order, to be determined at the time of task or delivery order.

G.4 GOVERNMENT TECHNICAL MONITORS (GTM)

GTMs will be nominated by the COR and formally designated by the DOS CO. These duties may be assigned to DS engineers, DS technicians, Government service employees, US Navy

Seabees detailed to DS, or other Government officials. Responsibilities may include specific sites, tasks, or both. Each duly assigned GTM will be recognized as the COR's representative with respect to the assigned task or work site.

GTMs are responsible for technical review of contract products and quality assurance of the contractor’s work. A GTM may be designated to provide technical monitoring, advice and assistance, in the monitoring and evaluation of a contractor’s performance at diplomatic mission locations.

G.4 ORDERING PROCEDURES

(a) In accordance with FAR 52.216-18 "ORDERING," the following individuals and activities are authorized to issue delivery orders or task orders hereunder:

Department of State Contracting Officer

(b) Orders placed under this contract shall contain the following information:

(1) Date of order;

(2) Contract number and order number;

(3) Item number and description, quantity, and unit price;

(4) Delivery or performance date;

(5) Place of delivery or performance (including consignee);

(6) Packaging, packing, and shipping instructions, if any;

(7) Accounting and appropriation data;

(8) Security clearance level(s), applicable to the order, if any; and

(9) Any other pertinent information.

(c) Issuance of orders by facsimile is authorized in accordance with FAR 52.216-18

"ORDERING."

G.5 MEETINGS

Throughout performance of this basic contract and all task or delivery orders, the Government may require attendance and participation of the Contractor's corporate or indirect executive leadership in meetings within the metropolitan Washington DC area, along with other domestic areas or overseas locations if necessary at no additional cost to the Government.

Program Office meetings provide a platform for Contractors and Department representatives opportunity to communicate or resolve issues, in addition to discussing business and marketing opportunities in addition to reviewing future and on-going Department initiatives, and address basic contract requirements.

The Government may hold meetings on a quarterly basis via video, teleconferencing or other means of holding meetings at a government facility or a mutually agreed-upon contractor facility or third party location as needed on a rotational basis. The participants at these meetings shall include Contractor and Department of State COR, GTM, CO or other representatives to include other third party consultant contractors.

G.6 PERFORMANCE REVIEWS AND CONTRACTOR PERFORMANCE

ASSESSMENT REPORTING SYSTEM (CPARS)

The Contracting Officer and COR will evaluate contractor performance throughout the period of performance and will provide a summary on an annual basis in accordance with the criteria under FAR subpart 42.15. The Contractor is required to ensure a designated point of contact will assist the CO and COR in making past performance assessments in the Contractor Performance

Assessment Reporting System (CPARS).

CPARS past performance evaluations pertaining to basic contract and task or delivery orders will reside in the Department of Defense managed CPARS system at www.CPARS.gov. The CPARS process includes procedures for collecting and using Past Performance information, and is the

Government's single, mandatory source for collecting and reporting Contractor performance.

Contractor's will be required to review and respond in CPARS to their Contractor performance assessments. Reports assess a contractor's performance, both positive and negative, and provides a record on a given contract during a specified period of time. Contractor assess and login instructions to review and comment on a Contractor Performance Assessment Report are available at www.CPARS.gov.

G.7 TASK AND DELIVERY ORDERS

a) Task or Delivery Order Requests shall be issued in writing to the Contractor by the

Contracting Officer, Contract Specialist or the Contracting Officer’s Representative (COR) and will describe the specific support required by the U.S. Department of State. A Task or Delivery

Order Request is a request for proposal; it is not an official Task or Delivery Order and does not authorize performance.

b) Each Task or Delivery Order Request shall include, at a minimum:

1) A description of the work to be performed;

2) The estimated period of performance or required completion date;

3) Required deliverables.

c) The Contractor shall submit to the CS and/or CO, as applicable, a written technical proposal and a separate detailed cost proposal. A cost proposal shall include the following, as applicable:

1) The required number of labor hours by labor classification and labor rate;

2) Overtime hours and rates by labor category;

3) Direct Material, travel, subsistence, and similar costs;

4) Dollar amount and type of any proposed subcontract(s);

5) Total estimated price, and

6) Proposed completion or delivery dates.

http://www.cpars.gov/

d) Following successful negotiations of the Contractor’s proposal, the Contracting Officer shall issue a written Task or Delivery Order to the Contractor providing the necessary funding and authorizing the Contractor to begin work.

e) The Government shall not be obligated to pay the Contractor any amount in excess of the total

Task or Delivery Order amount, and the Contractor shall not be obligated to continue performance if doing so will exceed the total Task or Delivery order amount.

f) The Government requires that position descriptions for each contractor employee accurately reflect his/her duties and qualifications. For new positions that may be created during the life of this contract or when changes occur, a new labor category shall be created and labor rates negotiated.

g) All Task or Delivery Orders are subject to the terms and conditions of this contract. In the event of conflict between a Task or Delivery Order and this basic (IDIQ) contract, the IDIQ contract shall control.

G.8 SUBCONTRACTORS

The Government will pre-approve subcontractors in making awards for this IDIQ contract. If a

Contractor proposes other than pre-approved subcontractors for work performed under a Task or

Delivery Order, the contractor must comply with FAR 52.244-2, FAR subpart 44.2, and FAR

52.219-14. In addition, any and all subcontractors must be updated on the DD-254 form under this contract and comply with DS/IS/IND requests for information and cooperation prior to performance.

G.9 DEPARTMENT OF STATE INVOICE INSTRUCTIONS

Invoice submission is only via the Office of Claims’ Commercial Claims Operations fax server, toll-free number: 866-483-3436, or DOSPayments@state.gov, unless otherwise indicated. Each invoice must be transmitted separately.

To constitute a proper invoice, the invoice must include the following information and/or attached documentation:

(1) Name and Address of the Contractor

(2) Dun and Bradstreet Universal Number System (DUNS)

(3) Date of invoice

(4) Unique Vendor Invoice Number - Our Financial System cannot accept the following characters: @ (at symbol), ~ (Tilde), & (Ampersand), ' (Apostrophe), " (Quotation) and spaces.

Please do not include any of these characters as part of your invoice number.

(5) Remittance Contact Information

(6) Shipping Terms, Ship to Address

(7) Payment Terms

(8) Total Quantity of Items

(9) Total Invoice Amount

(10) Requisition Number, Contract Number and Order/Award Number, with modification number if applicable.

(11) Order line item number and information (see below instructions)

The name and DUNS of the contractor on the invoice must match the information indicated on the order/award for proper payment.

IMPORTANT: For proper payment, the invoice must detail products and/or services delivered on a line item basis in direct accordance with the corresponding order/award/contract. Each line item must contain the following information:

(1) Description of the services rendered for each line item

(2) Line Item Quantity

(3) Line Item Unit Price

(4) Total Line Item Invoicing Amount

(5) Delivery Date

(6) Contract Line Item Number (CLIN)

(7) Order/Award Line Item Number if invoicing against a task or delivery order or Blanket

Purchase

Agreement (BPA)

Please note that many task or delivery orders against Department of State or GSA contracts or blanket purchase agreements may have a separate and unique line item number in addition to the umbrella Contract

Line Item Number (CLIN). The order line item number as well as the umbrella award

CLIN must be referenced at each invoice line item level in such cases.

All payment to domestic claims will be disbursed by electronic funds transfer EFT.

Vendors who are registered in the System for Award Management (SAM) should verify and re-confirm their financial information in the database prior to invoicing. Vendors who wish to request a waiver of SAM or payment by check must submit their justification to their assigned contracting officer for consideration at least 30 days prior to billing. For vendors who are granted an EFT exception, the payment address on the invoice must match the remittance address in the vendor record cited in the award.

Additional correspondence should be addressed to:

Name:

U.S. Department of State

Global Financial Services

Attn: Office of Claims (RM/GFS/F/C)

Charleston Financial Service Center

Mailing Address:

Post Office Box 150008

Charleston, SC 29415-5008

Telephone Numbers:

Director’s Secretary Voice 843-202-3761

Official Office Hours: 8:00 am – 5:00 pm

To request Payment Status on a Past Due Invoice contact:

Office of Claims Customer Service

Email: commercialclaims@state.gov

Phone: 877-704-9473 Toll Free

Person to Contact: Supervisor, Vendor Claims

Email: GFS-ChiefVC@state.gov

G.10 FINAL INVOICE

The Contractor shall specifically identify the last invoice as the “Final Invoice.” The final invoice shall include the remaining amounts claimed to be due under the contract. It shall include a certification that all subcontractors, suppliers, and consultants have been paid (or will be paid upon Contractor’s receipt of payment), and that all Government Furnished or Contractor

Acquired Property has been disposed of in accordance with COR direction. This includes return of all ID badges, keys, and any other Government furnished property. A full and accurate inventory, accounting for all lost, stolen or damaged property must also be furnished to the COR before final payment is authorized. The final invoice shall include the Contractor’s Release of

Claims.

SECTION H – SPECIAL CONTRACT REQUIREMENTS

H.1 DEPARTMENT OF STATE PERSONAL IDENTIFICATION CARD POLICY AND

PROCEDURES (FEB 2015)

(a) The Contractor shall comply with the Department of State (DOS) Personal Identification

Card Policy and Procedures for all employees performing under this contract who require frequent and continuing access to DOS facilities, or information systems. The Contractor shall insert the substance of this clause in all subcontracts when the subcontractor's employees will require frequent and continuing access to DOS facilities, or information systems.

(b) The DOS Personal Identification Card Policy and Procedures may be accessed at http://www.state.gov/m/ds/rls/rpt/c21664.htm.

H.2 SECURITY REQUIREMENTS

(a) A facility security clearance at the TOP SECRET level is required for contract performance in accordance with the DD Form 254, Department of Defense Contract Security Classification

Specification, attached to this contract.

(b) Since it will be necessary for some Contractor personnel to have access to classified material and/or to enter into areas requiring a security clearance, each Contractor employee requiring such access must have an individual security clearance commensurate with the required level of access prior to contract performance. Individual clearances shall be maintained for the duration of employment under this contract, or until access requirements change.

(c) The Contractor shall obtain a Department of State building pass for all employees performing under this contract who require frequent and continuing access to Department of State facilities in accordance with Bureau of Diplomatic Security Instructions.

(d) Performance of this contract shall be in accordance with the attached DD Form 254, Department of Defense Contract Security Classification Specification and FAR 52.204-2

"SECURITY REQUIREMENTS."

(e) Classified material received or generated in the performance of this contract shall be safeguarded and disposed of in accordance with the National Industrial Security Program

Operating Manual (DOD 5220.22-M).

H.3 SAFEGUARDING OF INFORMATION

The Contractor and its employees shall exercise the utmost discretion in regard to all matters relating to their duties and functions. They shall not communicate to any person any information known to them by reason of their performance of services under this contract which has not been made public, except in the necessary performance of their duties or upon written authorization of the Contracting Officer. All documents and records (including photographs) generated during the http://www.state.gov/m/ds/rls/rpt/c21664.htm performance of work under this contract shall be for the sole use of and become the exclusive property of the U.S. Government. Furthermore, no article, book, pamphlet, recording, broadcast, speech, television appearance, film or photograph concerning any aspect of work performed under this contract shall be published or disseminated through any media without the prior written authorization of the Contracting Officer. These obligations do not cease upon the expiration or termination of this contract. The Contractor shall include the substance of this provision in all contracts of employment and in all subcontracts hereunder.

H.4 KEY PERSONNEL AND EMERGENCY PERSONNEL

The Government will identify key personnel post-award. The Government considers the

XXXXX positions to be key personnel under the contract. The Contractor shall make no substitution of key personnel for the first 270 calendar days of this contract without the written approval of the CO. In the event key personnel leave the Contractor’s employment or otherwise become unavailable to the Contractor, the Contractor shall notify the CO within one business day. After the first 270 days, the Contractor shall notify the COR in writing 30 days prior to removing key personnel. The notification shall include a detailed justification for the change, an analysis of the anticipated impact on the performance of the contract, and the name and qualifications (resume) of the proposed replacement staff. The Contractor shall not divert key personnel to other assignments without advance written consent of the CO. The Government will modify the contract to reflect any changes in key personnel.

H.5 NONPAYMENT FOR UNAUTHORIZED WORK

No payments will be made for any unauthorized supplies or services or for any unauthorized changes to the work specified herein. This includes any services performed by the Contractor of his own volition or at the request of an individual other than a duly appointed Contracting

Officer. Only a duly appointed Contracting Officer is authorized to change the specifications, terms, and/or conditions of this contract.

H.6 QUALITY CONTROL AND CUSTOMER SATISFACTION

The contractor shall ensure the quality of all work performed under this contract. The contractor’s quality control program shall ensure that all aspects of this contract are performed completely and appropriately and shall contain a plan for corrective action when deficiencies or insufficient performance are identified.

The Government’s quality assurance activities through the COR and GTMs are not substitutes for the contractor’s quality control program. The contractor is the owner of the quality control process and will institute procedures that, if followed, will produce the desired outcomes. The contractor is responsible for developing, implementing, and modifying this quality control program to ensure satisfactory contract performance. The Government will vary the level of surveillance depending on the contractor’s ability to perform the work and meet acceptable quality levels.

The contractor shall:

Develop a proactive Quality Control/Customer Satisfaction Program for ensuring quality performance and customer satisfaction under this contract;

Emphasize deficiency prevention over deficiency detection;

Document the Quality Control/Customer Satisfaction Program in the Quality Control

Plan; review and update the plan at least annually.

H.7 ORGANIZATIONAL CONFLICT OF INTEREST

GENERAL:

(a) The Contractor warrants that, to the best of its knowledge and belief, there are no relevant facts or circumstances which would give rise to an organizational conflict of interest, as defined in FAR Subpart 9.5, or that the Contractor has disclosed all such relevant information.

(b) The Contractor agrees that if an actual or potential organizational conflict of interest is discovered after award, the Contractor will make a full disclosure in writing to the Contracting

Officer. This disclosure shall include a description of actions which the Contractor has taken or proposes to take to avoid or mitigate the actual or potential conflict.

(c) If the Contractor was aware of a potential organizational conflict of interest prior to award or discovered an actual or potential conflict after award and did not disclose or misrepresented relevant information to the Contracting Officer, the Government may terminate the contract for default.

(d) The Contractor shall insert the substance of this clause, including this paragraph (d), in all subcontracts.

SPECIFIC:

(a) Purpose. The primary purpose of this clause is to aid in ensuring that the Contractor (1) is not biased because of its past, present, or currently planned interests (financial, contractual, organizational, or otherwise) which relate to the work under this contract, and (2) does not obtain any unfair competitive advantage over other parties by virtue of its performance of this contract.

(b) Scope. The restrictions described herein shall apply to performance or participation by the

Contractor and any of its affiliates or their successors in interest (hereinafter collectively referred to as "Contractor") in the activities covered by this clause as a prime contractor, subcontractor, co-sponsor, joint venture, consultant, or in any similar capacity.

(1) Technical consulting and management support services.

(i) The Contractor shall be ineligible to participate in any capacity in Department contracts, subcontracts, or proposals therefor (solicited or unsolicited) which stem directly from the

Contractor's performance of work under this contract for a period of three years after completion of this contract. Furthermore, unless so directed in writing by the Contracting Officer, the

Contractor shall not perform any technical consulting or management support services work under this contract on or relating to any of its products or services or the products or services of another firm if the Contractor is or has been substantially involved in their development or marketing.

(ii) If the Contractor under this contract prepares a complete or essentially complete statement of work or specifications to be used in a competitive acquisition, the Contractor shall be ineligible to participate in any capacity in any contractual effort which is based on such statement of work or specifications for a period of three years after completion of this contract. The Contractor shall not incorporate its products or services in such statement of work or specifications unless so directed in writing by the Contracting Officer, in which case the restriction in this subparagraph shall not apply.

(2) Access to and use of information.

(i) If the Contractor, in the performance of this contract, obtains access to information such as

Department plans, policies, reports, studies, financial plans, internal data protected by the

Privacy Act of 1974 (Pub. L. 93-579), or data which has not been released or otherwise made available to the public; the Contractor agrees that without prior written approval from the

Contracting Officer it shall not: (a) use such information for any private purpose unless the information has been released or otherwise made available to the public; (b) compete for work for the Department based on such information for a period of six months after either the completion of this contract or until such information is released or otherwise made available to the public, whichever occurs first; (c) submit an unsolicited proposal to the Government which is based on such information until one year after such information is released or otherwise made available to the public; or (d) release such information unless such information has previously been released or otherwise made available to the public by the Department.

(ii) In addition, the Contractor agrees that to the extent it receives or is given access to proprietary data, data protected by the Privacy

Act of 1974, or other confidential or privileged technical, business, or financial information under this contract, it shall protect this information from unauthorized use or disclosure for as long as it remains proprietary and refrain from using the information for any purpose other than that for which it was furnished.

(iii) The Contractor shall have, subject to patent, data, and security provisions of this contract;

the right to use technical data it first produces under this contract. (iv) Non-disclosure forms, if requested by the COR, or the CO must be signed and submitted by Contractor employees where the Government determines potential OCI or perceptions of OCI are possible, any disagreement or non-cooperation by Contractor employees are grounds for potential removal or partial terminations of effort.

(c) Disclosure after award.

(1) The Contractor agrees that if an actual or potential organizational conflict of interest is discovered after award, the Contractor will make a full disclosure in writing to the Contracting

Officer. This disclosure shall include a description of actions which the Contractor has taken or proposes to take to avoid or mitigate the actual or potential conflict.

(2) If the Contractor was aware of a potential organizational conflict of interest prior to award or discovered an actual or potential conflict after award and did not disclose or misrepresented relevant information to the Contracting Officer, the Government may terminate the contract for default.

(d) Subcontracts. The Contractor shall include the substance of this clause, including this paragraph (d), in all subcontracts of any tier which involve performance or work of the type specified in subparagraph (b)(1) of this clause or access to information of the type covered in subparagraph (b)(2) of this clause. The Contractor shall obtain for the Department an

Organizational Conflict of Interest

Disclosure Statement or Representation from each intended subcontractor or consultant. The

Contractor shall not enter into any subcontract nor engage any consultant unless the Contracting

Officer shall have first notified the Contractor that there is little or no likelihood that an organizational conflict of interest exists or that despite the existence of a conflict of interest the award is in the best interest of the Government.

(e) Remedies. For breach of any of the above restrictions or for nondisclosure or misrepresentation of any relevant facts required to be disclosed concerning this contract, the

Government may terminate the contract for default, disqualify the Contractor for subsequent related contractual efforts and pursue such other remedies as may be permitted by law or this contract.

(f) Waiver. Requests for waiver under this clause shall be directed in writing to the Contracting

Officer and shall include a full description of the requested waiver and the reasons in support thereof. If it is determined to be in the best interests of the Government, the Contracting Officer shall grant such a waiver in writing.

(g) Modifications. Prior to any contract modification (except for the exercise of options) which

(1) modifies the statement of work to add new work, (2) significantly increases the period of performance, or (3) changes the parties to the contract, the Contractor shall submit a current

Organizational Conflict of Interest Certification and Disclosure.

H.8 TECHNICAL DIRECTION

(a) Performance of the work hereunder shall be subject to technical instructions, whether oral or written, issued by the Contracting Officer's Representative specified in SECTION G of this contract. As used herein, technical instructions are defined to include the following:

(1) Directions to the Contractor which suggest pursuit of certain lines of inquiry, change work emphasis, fill in details or otherwise serve to assist in the Contractor's accomplishment of the

Statement of Work.

(2) Guidance to the Contractor which assists in the interpretation of drawings, specifications or technical portions of work description.

(b) Technical instructions must be within the general scope of work stated in the contract.

Technical instructions may not be used to:

(1) assign additional work under the contract;

(2) direct a change as defined in the "Changes" clause of this contract;

(3) increase or decrease the contract price or estimated contract amount (including fee), as applicable, the level of effort, or the time required for contract performance; or

(4) change any of the terms, conditions or specifications of the contract.

(c) If, in the opinion of the Contractor, any technical instruction calls for effort outside the scope of the contract or is inconsistent with this requirement, the Contractor shall notify the

Contracting Officer in writing within ten working days after the receipt of any such instruction.

The Contractor shall not proceed with the work affected by the technical instruction unless and until the Contractor is notified by the Contracting Officer that the technical instruction is within the scope of this contract.

(d) Nothing in the foregoing paragraph shall be construed to excuse the Contractor from performing that portion of the contractual work statement which is not affected by the disputed technical instruction.

H.9 DATA RIGHTS

The below clause is intended to clearly define Government rights in data for this procurement:

All data and information (excluding commercial computer software or commercial software documentation) developed by, entered into, and processed through the

Contractor’s information system(s) under this contract shall be considered Government property. Two examples of such data and information that are considered to be

Government property include:

(i) That which is necessary for compliance with applicable Government regulations or policies, such as Federal Information Processing Standards Publication (FIPS PUB)

201-2 (Personal Identity Verification (PIV) of Federal Employees and Contractors);

(ii) That which is to be shared with third parties, such as the Department of Homeland

Security (DHS).

These examples of government property are not commercial computer software, even if they are already part of any software product purchased by the Government.

H.10 ASSOCIATE CONTRACTOR AGREEMENT

Associate Contractor Agreement

The Office of Security Technology (ST) has several critically related contracts that collectively support its overall mission. Due to the overlapping responsibilities and integrated approach that is essential to securing Department personnel and information, a high degree of collaboration is required between all contractors supporting the evolving ST mission. To ensure information necessary to fulfill the unified mission is able to flow readily between contracted entities, the contractor shall enter into an Associate Contractor Agreement (ACA) with other ST support contractors.

H.11 3RD PARTY CONTRACTOR EMPLOYEE IDENTIFICATION AND DISCLOSURE

OF EMPLOYER

Contract performance may require contractor personnel to attend meetings with government personnel and the public, work within government offices, and/or utilize government email.

Contractor personnel must take the following actions to identify themselves as non-federal employees:

• Use an email signature block that shows name, the office being supported and company affiliation (e.g. “John Smith Office of Human Resources, ACME Corporation Support

Contractor”).

• Clearly identify themselves and their contractor affiliation in meetings;

• Identify their contractor affiliation in Departmental e-mail and phone listings whenever contractor personnel are included in those listings; and

• Contractor personnel may not utilize Department of State logos or indicia on business cards.

All contractor personnel attending meetings, answering Government telephones, and/or 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, of other government personnel or Congress that they are Government officials.

Contractor personnel must also ensure that all documents or reports produced by them are suitably marked as contractor products or that contractor participation is appropriately disclosed.

This direction shall be adhered to unless otherwise waived, in writing, by the cognizant

Contracting Officer.

At no time will any contractor utilize letterhead for any correspondence between the contractor and any other entity depicting or intimating that the Contractor is a member/employee of the

U.S. Government, either as an individual or as a company/corporation. Example: Using the

Department of State Seal (or any other Government's agency seal) in their letterhead.

SECTION I – CONTRACT CLAUSES

I.1 CLAUSES INCORPORATED BY REFERENCE FAR 52.252-02 (FEB 1998)

they were given in full text. 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. 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):

52.202-1 Definitions Nov 2013

52.203-3 Gratuities Apr 1984

52.203-12 Limitation on Payments to Influence Certain Federal

Transactions

Oct 2010

52.203-17 Contractor Employee Whistleblower Rights and

Requirement To Inform Employees of Whistleblower

Rights

Apr 2014

52.204-2 Security Requirements Aug 1996

52.204-4 Printed or Copied Double-Sided on Recycled Paper May 2011

52.204-7 System for Award Management Oct 2018

52.204-9 Personal Identity Verification of Contractor Personnel Jan 2011

52.204-13 System for Award Management…