OTSG SIPR VTC Maintenance Performance Work Statement .pdf

PERFORMANCE WORK STATEMENT (PWS)

Video and Audio Teleconference Systems Maintenance Support, Office of the Surgeon General and U.S. Army Medical Command (USMEDCOM), Operations

13 APR 2026

PART 1

GENERAL INFORMATION

GENERAL: This is a non-personal services contract to perform maintenance of video and audio teleconferencing (VTC) systems located in four rooms within the G-3 Operations Directorate, at the Office of The Surgeon General, in the Defense Health Headquarters building in Falls Church, Virginia.

The maintenance will include replacement of outdated items, items that are near the end of their lifecycle, items that need to be replaced to improve functionality and new technologies applied. No modifications to the facilities are authorized without prior Government written approval.

1.1. DESCRIPTION OF SERVICES/INTRODUCTION: The Contractor shall provide personnel expertise from 0800 to 1700, (8a.m. and 5p.m), five (5) days a week (Mondays to Fridays) to perform technical support preventive maintenance on audio and video teleconference equipment located in four conference rooms within the G-3 to ensure systems are fully operational. To minimize the occurrence of system malfunctions and ensure peak performance, contractor shall perform two (2) preventive maintenance visits per month during the period of performance for this contract. System components will be powered up and tested to verify proper functionality by running through a presentation, VTC call, etc. System components will be cleaned (i.e., dusted, vacuumed, wiped down, filters cleaned, lenses/screens cleaned where applicable), inspected, and adjusted in accordance with manufacturer recommendations. All cables and connections will be checked for proper strain relief and proper connection. System or equipment malfunctions will be evaluated and corrected while on site if possible.

1.2. BACKGROUND: With offices at the Defense Health Headquarters, Falls Church Virginia, the Pentagon, and San Antonio, Texas, OTSG and US Army Medical Command (USMEDCOM) has sub-commands within the U.S., Asia, and Europe. Given this, OTSG/USMEDCOM is required to have functioning VTC and AV requirements that are capable of support operations and mission command. The current VTC system is nearing the end of its lifecycle and is not agile and cannot support some of the newer technologies that are available.

1.3. OBJECTIVES: The overarching objective of the support described in this PWS is to perform maintenance contract for four conference rooms.

1.4. SCOPE: The contractor will perform audio and Video Teleconferencing (VTC) system maintenance for equipment located in the following rooms at OTSG: 3SW437, 3M139, 3M14 (Gilmore Conference Room), and 3M151 (Victory Conference Room). This includes return material authorization (RMA, the process for returning a defective product to the manufacturer), next-day replacement for defective equipment (when available from the manufacturer), manufacturer repair of failed equipment, and Original Equipment Manufacturer (OEM, the original company that made the equipment) firmware updates. The contractor shall perform two preventive maintenance visits per month during each period of performance to minimize system malfunctions and ensure peak performance. System components will be powered up and tested to verify proper functionality. This will be done by running a presentation, VTC call, or similar demonstration. System components will be cleaned by dusting, vacuuming, wiping down, and cleaning filters, lenses, or screens, where applicable. The contractor will inspect and adjust them in accordance with manufacturer’s recommendations. All cables and connections will be checked for proper strain relief and secure connections. System or equipment malfunctions will be evaluated and, if possible, corrected on-site. If any equipment is determined to be end of service (EoS, meaning the manufacturer no longer supports the equipment) by the manufacturer or cannot be repaired by a manufacturer-certified facility, the contractor will provide a quote for an upgraded replacement if the existing model is unavailable.

Programming support to return the system to full operational status, if required, is covered under this service contract. Upon notification of a system breakdown, Help Desk technicians will respond to the Site Facilitator or point of contact (POC, a designated person responsible for communication) by telephone or VTC (for example, Microsoft Teams) within 2 hours to begin troubleshooting. If a problem cannot be resolved by the Help Desk, a technician can be dispatched to the site within 24 hours to continue troubleshooting and restore full operational status. If the contractor determines that a part is needed to restore the system's operability, on-site response time will depend on the part's availability. Manufacturer-provided warranties, where applicable, will be passed through to the Government on all VTC and audio-video (AV) equipment.

1.5 PERIOD OF PERFORMANCE:

Base Year 01 Aug 2026 to 31 July 2027

Option Year 1 01 Aug 2027 to 31 July 2028

Option Year 2 01 Aug 2028 to 31 July 2029

1.6. PERSONNEL:

1.6.1. The Contractor shall provide experienced personnel to perform the required services. Contractor personnel shall be fully trained. In the event the Government is required to provide training for Contractor personnel, the Contractor shall reimburse the Government for all associated costs.

1.6.2. The Government and the Contractor understand and agree that the services to be delivered are non-personal services and both parties recognize and agree that no employer-employee relationships exist between the Government and the Contractor and/or between the Government and the Contractor’s employees. Contactor personnel performing under this contract shall not be placed in a position where they are employed by a Federal Officer or are under the supervision, direction, or evaluation of a Federal Officer, military or civilian.

1.6.3. Contractor personnel shall conform to standards of conduct and code of ethics, which are consistent with those applicable to Government employees as provided in the Joint Ethics Regulation 5500.7.R. Contractor personnel shall present a neat professional appearance and be easily identified.

This shall be accomplished by wearing distinctive clothing bearing the company name or by wearing appropriate badges that contain the company name and employee’s name.

1.6.4. IDENTIFICATION OF CONTRACTOR EMPLOYEES: All contract personnel attending meetings, answering Government telephones, and working in other situations where their Contractor status is not obvious to third parties are required to identify themselves as such to avoid creating an impression in the minds of members of the public that they are Government officials. They shall also ensure that all documents or reports produced by Contractors are suitably marked as Contractor products or that Contractor participation is appropriately disclosed. Contractors shall be issued badges to allow access to the areas of the facility that will be required to execute their contract.

1.6.5. Contractor personnel will obtain a vehicle pass for access to military installation and Common

Access Cards (CAC) for computer access, if applicable. When practical, contract personnel should develop a routine schedule for maintenance.

1.6.6. ANTITERRORISM (AT) AWARENESS TRAINING. All contractor employees, including subcontractor employees, requiring access to Army installations, facilities and controlled access areas shall complete AT Level I awareness training within 30 calendar days after contract start date or effective date of incorporation of this requirement into the contract, whichever is applicable. The contractor shall submit certificates of completion for each affected contractor employee and subcontractor employee, to the Contracting Officer Representative (COR) or to the contracting officer, if a COR is not assigned, within five calendar days after completion of training by all employees and subcontractor personnel. AT level I awareness training is available at the following website: https://jkodirect.jten.mil.

1.6.7. ACCESS AND GENERAL PROTECTION/SECURITY POLICY AND PROCEDURES. Contractor and all associated sub-contractors’ employees shall comply with applicable installation, facility and area commander installation/facility access and local security policies and procedures (provided by government representative). The contractor shall also provide all information required for background checks to meet installation access requirements to be accomplished by installation Provost Marshal Office, Director of Emergency Services or Security Office. Contractor workforce must comply with all personal identity verification requirements as directed by DOD, HQDA and/or local policy. In addition to the changes otherwise authorized by the changes clause of this contract, should the Force Protection Condition (FPCON) at any individual facility or installation change, the Government may require changes in contractor security matters or processes. Contractors must coordinate in advance of visit for processing of building access and parking permit to be completed.

1.6.8. IWATCH TRAINING. The contractor and all associated sub-contractors shall brief all employees on the local iWatch program (training standards provided by the requiring activity ATO). This local developed training will be used to inform employees of the types of behavior to watch and instruct employees to report suspicious activity to the COR. This training shall be completed within 30 calendar days of contract award and within 5 calendar days of new employees commencing performance with the results reported to the COR NLT 30 calendar days after contract award.

1.6.9. CONTRACTOR EMPLOYEES WHO REQUIRE ACCESS TO GOVERNMENT INFORMATION

SYSTEMS. All contractor employees with access to a government information system must be registered in the Army Training Certification Tracking System (ATCTS) at commencement of services and must successfully complete the DOD Information Assurance (IA) Awareness prior to access to the information system and then annually thereafter.

1.6.10. OPSEC STANDING OPERATING PROCEDURE/PLAN. The contractor shall develop an OPSEC Standing Operating Procedure (SOP)/Plan within 90 calendar days of contract award, to be reviewed and approved by the responsible Government OPSEC officer, per AR 530-1, Operations Security. This SOP/Plan will include the government's critical information, why it needs to be protected, where it is located, who is responsible for it, and how to protect it. In addition, the contractor shall identify an individual who will be an OPSEC Coordinator. The contractor shall ensure this individual becomes OPSEC Level II certified per AR 530-1.

1.6.11. OPSEC TRAINING. Per AR 530-1, Operations Security, new contractor employees must complete Level I OPSEC training within 30 calendar days of their reporting for duty. All contractor employees must complete annual OPSEC awareness training.

1.6.12. INFORMATION ASSURANCE (IA)/INFORMATION TECHNOLOGY (IT) TRAINING. All contractor employees and associated sub-contractor employees must complete the DoD IA awareness training before issuance of network access and annually thereafter. All contractor employees working in IA/IT functions must comply with DoD and Army training requirements in DoD 8570.01, DoD 8570.01-M and AR 25-2 within six months of employment with the Contractor/Sub-contractor.

1.6.13. INFORMATION ASSURANCE (IA)/INFORMATION TECHNOLOGY (IT) CERTIFICATION. Per DoD 8570.01-M, DFARS 252.239.7001 and AR 25-2, the contractor employees supporting IA/IT functions shall be appropriately certified upon contract award. The baseline certification as stipulated in DoD 8570.01-M must be completed upon contract award.

1.6.14. THREAT AWARENESS REPORTING PROGRAM (TARP). For all contractors with security clearances. Per AR 381-12 Threat Awareness and Reporting Program (TARP), contractor employees must receive annual TARP training by a Counterintelligence (CI) agent or another trainer as specified in 2-4.

1.6.15. PERSONAL IDENTITY VERIFICATION (PIV)

1.6.15.1. The Contractor shall comply with PIV procedures implemented by Homeland Security Presidential Directive-12 (HSPD-12), Federal Information Processing Standards Publication (FIPS PUB) Number 201-1, Office of Management and Budget (OMB) Guidance M-05-24 and OACSIM.

1.6.15.2. The Contractor shall insert this clause, FAR 52.204-9 as required by FAR 4.1303, in all subcontracts when the subcontractor is required to have physical access to a Federally controlled facility or access to a Federally controlled information system.

1.6.15.3. In accordance with HSPD-12, OMB M-05-24 and FIPS 201-1, unless a previous favorable background investigation has been completed in the last ten (10) years, all Contractor employees shall be the subject of a background investigation conducted by the Government.

1.6.15.4. No Contractor employee shall commence work until the personnel security questionnaire (PSQ) paperwork has been completed, reviewed and submitted to the Office of Personnel Management (OPM).

1.6.15.5. Contractor employees not meeting the minimum PIV requirements shall be the subject of a National Crime Information Center (NCIC) check prior to beginning work in addition to the submission of the PSQ to OPM.

1.6.15.6. Non-US citizens shall not be used in the performance of any portion of this task order unless the provisions of Army Regulation 25-2, Information Assurance have been fully completed and approval has been granted by the Government for the non-US citizen to perform the required support.

1.6.16. FOR CONTRACTORS REQUIRING COMMON ACCESS CARD (CAC): Before CAC issuance, the contractor employee requires, at a minimum, a favorably adjudicated National Agency Check with Inquiries (NACI) or an equivalent or higher investigation in accordance with Army Directive 2014-05. The contractor employee shall be issued a CAC only if duties involve one of the following: (1) Both physical access to a DoD facility and access, via logon, to DoD networks on-site or remotely; (2) Remote access, via logon, to a DoD network using DoD-approved remote access procedures; or (3) Physical access to multiple DoD facilities or multiple non-DoD federally controlled facilities on behalf of the DoD on a recurring basis for a period of 6 months or more. At the discretion of the sponsoring activity, an initial CAC may be issued based on a favorable review of the FBI fingerprint check and a successfully scheduled NACI at the Office of Personnel Management.

1.6.17. COMMON ACCESS CARD (CAC) TURN-IN. Any contractor/subcontractor personnel requiring a CAC will coordinate with the COR. Upon completion of the contractor’s employment or termination of the contract itself and to prevent delay in payment to the Contractor, the vendor’s Program Manager will ensure CACs are turned in to the Trusted Agent (TA). Revoked or terminated government credentials must immediately be returned to government personnel as Government property.

1.7. SPECIAL QUALIFICATIONS/CERTIFICATIONS:

1.7.1. The Contractor shall ensure employees have all required professional certifications/licenses (current and valid) for each applicable occupation category before commencement of work. Contractor personnel performing work under this contract must be certified at the time of contract award and must maintain the level of security required for the life of the contract. The Contractor shall submit certificates of completion to the Contracting Officer Representative or Contracting Officer when requested.

1.8. GENERAL INFORMATION:

1.8.1 CONTRACT WORK LOCATION. Work performed in accordance with this PWS shall be centered in the OTSG/MEDCOM Operation Center, Defense Health Headquarters building, 7700 Arlington Boulevard, Falls Church, Virginia.

1.8.2.1. IDENTIFICATION OF PRIVACY ACT. This contract requires the development of a system of records in accordance with the Privacy Act of 1974.

1.8.2.2. Neither the Contractor nor any of its contract service providers shall disclose or cause to disseminate any information concerning operations of military activities. Such action(s) could result in violation of the contract and possible legal actions.

1.8.3.3. All inquiries, comments or complaints arising from any matter observed, experienced, or learned of as a result of or in connection with the performance of this contract, the resolution of which may require the dissemination of official information, shall be directed to the COR and the KO.

1.8.3.4. The Contractor shall only conduct business with designated Government personnel listed as a COR. Names of authorized personnel shall be provided to the Contractor by the Government, in writing, and updated as necessary throughout the contract period.

1.8.3.5. U.S. Government records, copies of original results and reports, verified original data, corrected data, and corrected supporting final reports are maintained by the Contractor, but remain the property of the U.S. Government. These files/results must be surrendered to the COR.

1.8.3.6. INSTALLATION PASSES. The COR will coordinate the issuance of required installation passes to Contractor personnel, if applicable. Contract personnel shall wear a badge that clearly identifies them as a contract employee. The badge will contain a personal picture, name of employee, and Contractor's name. Badges shall be always worn on the outer garment in full view, attached to the outer shirt or jacket pocket by a button or clip or worn around the neck secured by an appropriate identification card lanyard.

1.8.3.7. The Contractor shall comply with all applicable federal, state and local laws and ensure performance is secure while protecting material, equipment, and supplies from damage and loss.

Government security personnel shall have the express right to inspect for security violations at any time during the term of the contract.

1.8.3.8. The Contractor shall be responsible for safeguarding all Government equipment, information and property provided for Contractor use. At the close of each work period, Government facilities, equipment and materials shall be secured.

1.8.3.9. SECURITY REQUIREMENTS: The Contractor shall also provide all information required for background checks to meet installation access requirements to be accomplished by installation Provost Marshal Office, Director of Emergency Services or Security Office. Contractor workforce must comply with all personal identity verification requirements as directed by DOD, Headquarters Department of the Army (HQDA) and/or local policy. In addition to the changes otherwise authorized by the changes clause of this contract, should the Force Protection Condition (FPCON) at any individual facility or installation change, the Government may require changes in contractor security matters or processes.

1.8.3.10. CLEARANCE LEVEL: Contractor personnel performing work under this contract must have a secret clearance at time of the contract start date and must maintain the level of security required for the life of the contract. The security requirements are in accordance with the attached DD254 (The unit security monitor is responsible for initiating this form).

1.9. PHYSICAL REQUIREMENTS AND WORK ENVIRONMENT. The work is primarily performed in an office setting involving normal day-to-day risks and discomforts. The Contractor shall be responsible for ensuring that their employees are familiar with and follow normal safety precautions typical in an office environment. At the close of each work period, government facilities, equipment, and materials shall be secured.

1.9.1 KEY CONTROL: (If applicable). The Contractor shall establish and implement methods of making sure all keys/key cards issued to the Contractor by the Government are not lost or misplaced and are not used by unauthorized persons. NOTE: All references for keys include key cards. No keys issued to the

Contractor by the Government shall be duplicated. The Contractor shall develop procedures covering key control that shall be included in the Quality Control Plan. Such procedures shall include turn-in of any issued keys by personnel who no longer require access to locked areas. The Contractor shall immediately report any occurrences of lost or duplicate keys/key cards to the Contracting Officer.

1.9.1.1 Lost keys shall be reported to the COR and the KO. In the event keys, other than master keys, are lost or duplicated, the Contractor shall, upon direction of the Contracting Officer, re-key or replace the affected lock or locks; however, the Government, at its option, may replace the affected lock or locks or perform re-keying. When the replacement of locks or re-keying is performed by the Government, the total cost of re-keying or the replacement of the lock or locks shall be deducted from the monthly payment due the Contractor. In the event a master key is lost or duplicated, all locks and keys for that system shall be replaced by the Government and the total cost deducted from the monthly payment due the Contractor.

1.9.1.2. The Contractor shall prohibit the use of Government issued keys by any persons other than the Contractor’s employees. The Contractor shall prohibit the opening of locked areas by Contractor employees to permit entrance of people other than Contractor employees engaged in the performance of assigned work in those areas, or personnel authorized entrance by the Contracting Officer (KO).

1.9.1.3 LOCK COMBINATIONS: (If applicable). The Contractor shall establish and implement methods of ensuring that all lock combinations are not revealed to unauthorized persons. The Contractor shall ensure that lock combinations are changed when personnel having access to the combinations no longer have a need to know such combinations. These procedures shall be included in the Contractor’s QCP.

1.10. PARTS AND MATERIALS: The Contractor is authorized to and shall utilize Government sources of supply to acquire replacement parts and materials, if in the best interest of the Government. All requests for required replacement/repair parts and materials in excess of $75.00 will be pre-coordinated and approved by the Contracting Officer Representative prior to their acquisition and shall be done so in written or electronic format. All parts and materials acquisitions shall be accompanied by a documented receipt, indicating the item(s) purchased, quantity acquired and cost incurred. Shipping and handling (and other associated costs) for parts and materials will be covered by funding on the ‘Parts and Materials” CLIN.

1.11. QUALITY CONTROL/QUALITY ASSURANCE:

1.11.1. QUALITY CONTROL (QC) The Contractor shall develop and maintain an effective quality control program to ensure services are performed in accordance with this PWS. The Contractor shall develop and implement procedures to identify, prevent, and ensure non-recurrence of defective services. The Contractor’s quality control program is the means by which assures work complies with the requirement of the contract. The Quality Control Plan (QCP) shall be delivered to the COR for delivery to the KO ten (10) days after the award date. In the event revisions are required the Contractor shall return the revised QCP within fifteen (15) working days of receipt of notification to revise. After acceptance of the quality control plan the Contractor shall receive the KO’s acceptance in writing of any proposed change to his QC system. The Contractor shall provide the COR a monthly report due the first business day of each month outlining records of inspections, noted discrepancies and the corrective measures taken to prevent future reoccurrences. The Contractor shall update the QCP as required and provide copies to the KO and

COR.

1.11.2. QUALITY ASSURANCE (QA): The Government shall evaluate the Contractor’s performance under this contract in accordance with the Quality Assurance Surveillance Plan (QASP). This plan is primarily focused on what the Government must do to ensure that the Contractor has performed in accordance with the performance standards. It defines how the performance standards will be applied, the frequency of surveillance, and the minimum acceptable defect rate(s). The performance items will be listed in the provided QASP.

1.12. HOURS AND DAYS OF OPERATION: The contractor is responsible for conducting business, between the hours of 0800 and 1700 (8a.m and 5p.m) Monday through Friday, except Federal holidays or when the Government facility is closed due to local or national emergencies, administrative closings, or similar Government directed facility closings. For other than firm fixed price contracts, the Contractor will not be reimbursed when the Government facility is closed for the above reasons. The Contractor must, at all times, maintain an adequate workforce for the uninterrupted performance of all tasks defined within this PWS, when the Government facility is not closed for the above reasons. When hiring personnel, the Contractor shall keep in mind that the stability and continuity of the workforce are essential.

1.12.1. RECOGNIZED HOLIDAYS: OTSG/USMEDCOM observes the following Federal holidays. Note:

When a holiday occurs on a Saturday, Federal employees are normally granted the previous Friday as the holiday observance. When a holiday occurs on a Sunday, Federal employees are normally granted the following Monday as the holiday observance.

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

1.12.2. OVERTIME: Overtime hours are infrequent and not authorized. If extreme circumstances dictate the need for overtime in order to accomplish a task, such overtime must be authorized in advance by the Contracting Officer’s Representative. Overtime rates proposed by the contractor for Non-Exempt labor positions and accepted by the Government at the time of award will be used for reimbursement of overtime costs. Overtime will not be authorized to compensate for shortcomings in Contractor performance.

1.13. PREVENTATIVE MAINTENANCE: On-site preventive maintenance visits must be conducted bi-monthly (twice monthly) to minimize the occurrence of system malfunctions and help ensure peak performance of the integrated room. The system components are powered up and tested to verify proper functionality. System components will be cleaned and inspected in accordance with manufacturer recommendations. Evaluation reports for the system will be submitted to the Contracting Officer's Representative (COR) within 15 days of site visit. Scheduling will be coordinated with the COR. In addition to bi-monthly onsite checks, monthly preventive and routine system checks/maintenance are conducted to upgrade software and equipment to keep system up to date with manufacture, DAI, DHA, and other DoD policies/directives.

1.13.1. HELP DESK SERVICES: Vendor will provide a Toll-free or Help Desk type telephone support to the designated VTC room facilitators/point of contact (POC). Upon notification of a system breakdown, vendor's Help Desk technicians will respond to Site Facilitator/POC within two (2) hours via telephone to begin troubleshooting. This troubleshooting will include network fault isolation to determine whether the fault is on the network or customer premise side of the demarcation point. Vendor will determine system-level operational status of the AV/VTC system, localize system problems, and assess the impacts of any system problems on the overall system mission. If the fault is with network equipment or with proprietary equipment, vendor will interface with other contractor personnel or network personnel to resolve the problem. Vendor will not assume responsibility for servicing the network equipment or proprietary equipment. Cryptographic system support is specifically excluded. Vendor will provide diagnostic troubleshooting, fault isolation, and failure mode analysis services.

1.13.2. CORRECTIVE ON-SITE SUPPORT. If a problem cannot be resolved via the vendor Help Desk, a technician can be dispatched to site within 24 hours to continue troubleshooting and to attempt to restore the system to full operational status. On-site response time shall be dependent on availability of parts, if it is deemed that a part is needed to restore operability of the system. Vendor will provide Next Day Advanced Part Replacement on system-critical components. System-critical components are those that place the room in an out-of-service state with no workaround when removed from the system. Vendor must have identified the failed part for replacement by 17:00 Eastern Standard Time (EST) Mondays through Fridays. Any determination considered after that time will be considered next business day.

1.14. CONTRACTING OFFICER’S REPRESENTATIVE (COR): The Procurement Integrated Enterprise Environment, Joint Appointment Module, (https://cac.piee.eb.mil/jam/xhtml/auth/Home.xhtml) for nomination, tracking, documentation, and management of CORs will be used. The Government will provide a COR who will be identified by a separate letter. The COR monitors all technical aspects of the contract and assists in contract administration. The COR is authorized to perform the following functions:

assure that the Contractor performs the technical requirements of the contract; perform inspections necessary in connection with contract performance; maintain written and oral communications with the Contractor concerning technical aspects of the contract; issue written interpretations of technical requirements, including Government drawings, designs, specifications; monitor Contractor's performance and notify both the KO and Contractor of any deficiencies. The COR will also coordinate availability of government furnished property (if applicable) and facilitate site entry of Contractor personnel. A letter of designation issued to the COR, a copy of which is sent to the Contractor, states the responsibilities and limitations of the COR, especially with regard to changes in cost or price, estimates or changes in delivery dates. The COR is not authorized to change any of the terms and conditions of the contract. The Contractor shall only conduct business with the KO and the appointed COR.

1.15. POST AWARD CONFERENCE/PERIODIC PROGRESS MEETINGS: The Contractor agrees to attend any post award conference convened by the contracting activity or contract administration office in accordance with Federal Acquisition Regulation Subpart 42.5. This meeting shall be at no additional cost to the Government. The Government will prepare and distribute a signed report of the meeting to attendees within 5 working days after the meeting. The Contractor shall annotate any area of non-concurrence and submit a written explanation of the reason for its non-concurrence to the Contracting Officer no later than 3 working days after receipt of the report.

1.16. KEY PERSONNEL: Due to this system being mission critical, the contractor shall provide a Project Manager (PM) or point of contact (POC) who shall be responsible for the performance of the work and can be reached during emergencies. Contractor shall designate in writing to the contracting officer (CO) and COR within five (5) business days after contract award. The PM or alternate shall have full authority to act for the Contractor on all contract matters relating to daily operation of this contract. The PM or alternate shall be available during all the hours described in Section 1.12 of this PWS. The Contractor shall provide written notice to the KO prior to changing the PM or alternate PM no later than five (5) working days prior to the change.

1.17. DATA RIGHTS: The Government has unlimited rights to all documents/material produced under this contract. All documents and materials, to include the source codes of any software, produced under this contract shall be Government owned and are the property of the Government with all rights and privileges of ownership/copyright belonging exclusively to the Government. These documents and materials may not be used or sold by the Contractor without written permission from the Contracting Officer. All materials supplied to the Government shall be the sole property of the Government and may not be used for any other purpose. This right does not abrogate any other Government rights.

1.18. FILES. The Contractor shall maintain complete and accurate files of documentation, records, and reports required under the terms of this contract, IAW AR 25-400-2, The Army Records Information Management System. The Contractor shall not allow access to the files by any Government agency, non- Governmental agency, or individual unless specifically authorized by the Contracting Officer. Files shall be made available to the KO/COR or designated representative upon request.

1.18.1 Neither the Contractor nor any of its contract service providers shall disclose or cause to disseminate any information concerning operations of military activities. Such action(s) could result in violation of the contract and possible legal actions.

1.18.2 All inquiries, comments or complaints arising from any matter observed, experienced, or learned of as a result of or in connection with the performance of this contract, the resolution of which may require the dissemination of official information, shall be directed to the CO and the COR.

1.18.3 U.S. Government records, copies of original results and reports, verified original data, corrected data, and corrected supporting final reports are maintained by the Contractor, but remain the property of the U.S. Government. These files/results must be surrendered to the COR.

1.19. PHASE IN/PHASE OUT PERIOD. Not applicable.

1.20. ORGANIZATIONAL CONFLICT OF INTEREST: Contractor and subcontractor personnel performing work under this contract may receive, have access to or participate in the development of proprietary or source selection information (e.g., cost or pricing information, budget information or analyses, specifications or work statements, etc.) or perform evaluation services which may create a current or subsequent Organizational Conflict of Interests (OCI) as defined in FAR Subpart 9.5. The Contractor shall notify the Contracting Officer immediately whenever it becomes aware that such access or participation may result in any actual or potential OCI and shall promptly submit a plan to the Contracting Officer to avoid or mitigate any such OCI. The Contractor’s mitigation plan will be determined to be acceptable solely at the discretion of the Contracting Officer. In the event the Contracting Officer unilaterally determines that any such OCI cannot be satisfactorily avoided or mitigated, the Contracting Officer may affect other remedies as he or she deems necessary, including prohibiting the Contractor from participation in subsequent contracted requirements which may be affected by the OCI.

1.20.1. ORGANIZATIONAL CONFLICT OF INTEREST SPECIFICS:

a. Purpose. The primary purpose of this clause is to aid in ensuring that:

(1) The Contractor does not obtain an unfair competitive advantage by establishing the ground rules for a future competition.

(2) The Contractor's objectivity and judgment are not biased because of its present or future interests

(financial, contractual, organizational, or otherwise) which relate to work performed under this contract; and

(3) The Contractor does not obtain an unfair competitive advantage by virtue of its access to non-public or proprietary information belonging to others.

b. Definitions.

(1) The term “Contractor” herein used means: (a) the organization (hereinafter referred to as "it" or

"its") entering into this agreement with the Government; (b) all business organizations with which it may merge, join or affiliate now or in the future and in any manner whatsoever, or which hold or may obtain, by purchase or otherwise, direct or indirect control of it; (c) its parent organization if any and any of its present or future subsidiaries, associates, affiliates, or holding companies, and;

(d) any organization or enterprise over which it has direct or indirect control now or in the future.

(2) The term "proprietary information" for purposes of this clause means any information considered so valuable by its owners that it is held secret by them and their licensees. Information furnished voluntarily by the owner without limitations on its use, or which is available without restrictions from other sources, is not considered proprietary.

c. Organizational Conflicts of Interest Examples. The following examples illustrate situations in which organizational conflicts of interest may arise. These examples are not all inclusive.

(1) (Biased Ground Rules. This type of conflict may arise in situations where a company sets ground rules for a future competition. For example, when a Contractor develops requirements then competes to provide products or services to satisfy those requirements, thus obtaining a competitive advantage.

(2) Impaired Objectivity. This type of conflict may exist where a Contractor’s obligations under a contract require objectivity, but another role of the Contractor casts doubt on its ability to be truly objective. An example of this type of conflict is where a Contractor’s work under one contract entails evaluating itself, its affiliates, or its competitors under a separate contract.

(3) Unequal Access to Information. This type of conflict may arise when a Contractor has access to nonpublic or proprietary information as part of its performance under a contract that gives it an unfair advantage in a competition for a later contract.

d. General Constraints. The provisions of FAR Subpart 9.5, Organizational and Consultant Conflicts of Interest, concerning organizational conflicts of interest govern this contract. Potential conflicts may exist in accordance with FAR 9.505-1, Providing Systems Engineering and Technical Direction, through 9.505-4, Obtaining Access to Proprietary Information. In this regard, the Contractor is responsible for identifying any actual or potential organizational conflicts of interest to the Contracting Officer that arise as the result of performance under this contract. To avoid or mitigate a potential conflict related to performance under this contract, the Contracting Officer will impose appropriate constraints such as the constraints discussed below. Since it is impossible to foresee all of the circumstances that might give rise to organizational conflicts of interest, the constraints discussed below are not all inclusive and the Contracting Officer may impose constraints other than, or in addition to, the constraints listed below.

(1) The Contractor agrees that if it provides, under a contract or contractor delivery order, systems engineering and technical guidance for systems and programs, but does not have overall contractual responsibility, it will not be allowed to be awarded a contract or task or delivery order to supply the system or any of its major components or be a Subcontractor or consultant to a supplier of the system or any of its major components. (FAR 9.505-1).

(2) The Contractor agrees that if it prepares complete specifications for non-developmental items or assists in the preparation of work statements for a system or services under a contract or contractor delivery order, it will not be allowed to furnish these items, either as a prime Contractor, a Subcontractor or as a consultant. (FAR 9.505-2).

(3) The Contractor agrees that it will neither evaluate nor advise the Government with regard to its own products or activities. The contractor will objectively evaluate or advise the Government concerning products or activities of any prospective competitors. (FAR 9.505-3).

(4) The Contractor agrees that if it gains access to proprietary information of other companies, it will exercise diligent effort to protect such proprietary information from unauthorized use or disclosure. (FAR 9.505-4). In addition, the Contractor agrees to protect the proprietary information of other organizations disclosed to the contractor during performance of this contract with the same caution that a reasonably prudent contractor would use to safeguard highly valuable property. The Contractor also agrees that if it gains access to the proprietary information of other companies it will enter into written agreements with the other companies to protect their information from unauthorized use or disclosure for as long as it remains proprietary and to refrain from using the information for any purpose other than that for which it was furnished. The contractor shall provide copies of such agreements to the Contracting Officer.

(5) If the Contractor, in the performance of this contract, obtains access to plans, policies, reports, studies, financial plans, data or other information of any nature which has not been released or otherwise made available to the public, the contractor agrees that without prior written approval of 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, or (b) release such information unless release is otherwise authorized under the contract or such information has previously been released or otherwise made available to the public by the Government.

(6) The contractor and/or sub-contractor may be required to work as a part of performance of this work effort with other contractors working for the government. Such other contractors shall not direct this contractor and their sub-contractors in any manner. Additionally, this contractor and their contractor shall not direct the work of other contractor in any manner.

e. Non-Disclosure Agreements. The Contractor shall obtain from each employee who has access to proprietary information under this contract, a written agreement which shall in substance provide that such employee shall not, during his/her employment by the Contractor or thereafter, disclose to others or use for their benefit, proprietary information received in connection with the work under this contract. The Contractor shall educate its employees regarding the restrictions imposed by FAR 9.505-4 so that they will not use or disclose proprietary information or data generated or acquired in the performance of this contract except as provided herein.

f. Training. The Contractor shall effectively educate its employees, through formal training, company policy, information directives and procedures, in an awareness of the legal provisions of FAR Subpart

9.5 and its underlying policy and principles so that each employee will know and understand the provisions of that Subpart and the absolute necessity of safeguarding information from anyone other than the Contractor's employees who have a need to know, and the U.S. Government.

g. Subcontracts. The Contractor agrees that it will include the provisions in paragraphs d., e., and f.

above and this paragraph in consulting agreements, teaming agreements, and subcontracts of all tiers which involve access to information or the performance of services described in paragraph d.

above. The use of this clause in such agreements shall be read by substituting the word "consultant" or "Subcontractor" for the word "contractor" whenever the latter appears.

h. Additional Constraints. If this contract provides for the issuance of task or delivery orders, such orders may impose additional requirements and restrictions relating to this clause to include the requirement for the Contractor and its Subcontractors and employees to furnish the Government with written non-disclosure agreements or statements of no conflict of interest. With regard to any proposal submitted by the Contractor in response to a Request for Task or Delivery Order Proposal, by submitting its proposal the Contractor represents that it has disclosed to the Contracting Officer, prior to the issuance of the task or delivery order, all facts relevant to the existence or potential existence of organizational conflict of interest as that term is used in FAR Subpart 9.5.

i. Conflicts Involving Future Procurements. The award of this contract, task or delivery orders issued under this contract, Government tasking’s, or acquiescence in the Contractor’s performance of services hereunder shall not constitute or be interpreted as a determination that the contractor is eligible to participate in future procurements, developmental efforts, implementation efforts, or related activities. Only the Contracting Officers for such efforts, applying the rules, principles, and procedures of FAR Subpart 9.5 have the authority to determine whether a conflict exists in connection with such procurements.

j. Representations and Disclosures.

(1) The Contractor represents that it has disclosed to the Contracting Officer, prior to award of this contract, all facts relevant to the existence or potential existence of organizational conflict of interest as that term is used in FAR Subpart 9.5.

(2) The Contractor represents that if it discovers an organizational conflict of interest or potential conflict of interest after award of this contract, a prompt and full disclosure shall be made in writing to the Contracting Officer. This disclosure shall include a description of the action the Contractor has taken or proposes to take in order to avoid or mitigate such conflict.

k. Remedies and Waiver.

(1) (For breach of any of the above restrictions or for non-disclosure or misrepresentation of any relevant facts required to be disclosed concerning this contract, the Government may terminate this 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. If, however, in compliance with this clause, the Contractor discovers and promptly reports an organizational conflict of interest (or the potential thereof) subsequent to contract award, the Contracting Officer may terminate this Contract or any task or delivery order issued under this Contract for convenience if such termination is deemed to be in the best interest of the Government.

(2) The parties recognize that this clause has potential effects which will survive the performance of this contract and that it is impossible to foresee each circumstance to which it might be applied in the future. Accordingly, the Contractor may at any time seek a waiver from the cognizant Contracting Officer by submitting a full written description of the requested waiver and the reasons in support thereof. (FAR 9.503).

1.21. CONTRACT CLOSEOUT. The Contractor shall submit a final invoice within ninety (90) calendar days after the expiration of the contract, unless the Contractor requests and is granted an extension by the Contracting Officer, in writing. In addition, and concurrent with the submission of the final invoice, the Contractor shall notify the Contracting Officer of the amount of excess funds that can be de-obligated from the contract so the closeout process can begin as soon as possible upon expiration of the contract.

A bilateral contract closeout modification will be forwarded to the Contractor by the Contracting Officer and must be signed by the Contractor and returned to the Contracting Officer within thirty (30) calendar days of issuance of the modification. The Contractor's failure to respond and/or sign the bilateral closeout modification within thirty (30) calendar days of receipt will constitute approval of the terms of the modification and the modification will subsequently be processed unilaterally by the Contracting Officer to de-obligate excess funds and close this contract.

If the contract contains option periods, the Contractor is required to submit an invoice within ninety (90) calendar days after expiration of the base period of performance and the expiration of each exercised option period of performance to allow for de-obligation of excess funds that were obligated in those respective periods of performance.

PART 2

DEFINITIONS AND ACRONYMS

2.1. DEFINITIONS:

2.1.1. CONTRACTOR. A supplier or vendor having a contract to provide specific supplies or service to the government. The term used in this contract refers to the prime.

2.1.2. CONTRACTING OFFICER (KO). A person with authority to enter into, administer, and or terminate contracts, and make related determinations and findings on behalf of the government. Note:

The only individual who can legally bind the government.

2.1.3. CONTRACTING OFFICER'S REPRESENTATIVE (COR). An employee of the U.S. Government appointed by the Contracting Officer (KO) to administer the contract. Such appointment shall be in writing and shall state the scope of authority and limitations. This individual has authority to provide technical direction to the Contractor as long as that direction is within the scope of the contract, does not constitute a change, and has no funding implications. This individual does NOT have authority to change the terms and conditions of the contract.

2.1.4. DEFECTIVE SERVICE. A service output that does not meet the standard of performance associated with the Performance Work Statement.

2.1.5. DELIVERABLE. Anything that can be physically delivered but may include non-physical things such as meeting minutes or reports.

2.1.8. KEY PERSONNEL. Contractor personnel that can act on behalf of the Contractor/prime, important employees in the overall and daily operations of contract performance.

NOTE: When key personnel are used as an evaluation factor in best value procurement, an offer can be rejected if it does not have a firm commitment from the persons that are listed in the proposal.

2.1.7. PHYSICAL SECURITY. Actions that prevent the loss or damage of Government property.

2.1.8. QUALITY ASSURANCE. The Government procedures to…