ATSP5 Solicitation ATT 02- ATSP5 Section H.pdf

ORDERING PROCEDURES FOR THE INITIAL TASK ORDER (DMEA # A16-028)

(a) The initial task order may be issued only from the DMEA Contracting Office via a Firm Fixed Priced (FFP) award.

(b) No proposal is requested. The initial task order shall be limited to the amount of the minimum guarantee.

(c) The following procedures are established: (1) The Contracting Officer (PCO) will formally furnish the selected contractor(s) a copy of the CET within the issuance of the first task order. The contractor is not authorized to incur costs beyond that of the firm fixed price amount.

ORDERING PROCEDURES (DMEA #A16-029)

(a) Task orders are centralized under this contract and may be issued only from the DMEA Contracting Office via any of the following pricing arrangements: Cost Plus Fixed Fee (CPFF), or Firm Fixed Priced (FFP).

(b) If a CPFF task order is to be issued, the contractor shall be required to submit a proposal with an estimated price. If a FFP task order is to be issued, the contractor shall submit a FFP proposal. All proposal types shall provide a price for all requirements in the Contractual Engineering Task (CET).

(c) Material, labor hours and other direct costs, such as travel, are to be negotiated prior to the issuance of a task order.

(d) On-site performance is defined as work performed on the contractor's facility (or facilities).

(e) Off-site performance is defined as work performed at the DMEA or at any other government installation.

(f) CPFF task orders:

(1) Shall be priced in accordance with the following methods:

A) using the latest applicable Forward Pricing Rate Agreements (FPRA) rates, or in the absence of an FPRA, B) using Forward Pricing Rate Recommendation (FPRR) rates, or in absence of an FPRR, C) using bid rates individually negotiated on each order, for the purpose of estimating a dollar ceiling.

FPRA and FPRR rates will be accepted as proposed and represent the preferred method for task proposal pricing. The use of bid rates requires time-consuming proposal pricing and pre-negotiation preparations in addition to the actual negotiation and is considered to be a barrier to the rapid access to the resources of industry required for successful ATSP5 performance. The use of bid rates is therefore discouraged.

However, contractors without such rates are in no way discouraged to bid on task opportunities.

(2) At the time the order is placed, the rates described in (f)(1) A), B), C) above shall be used to establish the estimated cost of the order. The total estimated cost (labor, material, indirect costs excluding Facilities Capital Cost of Money (FCCM)) shall be multiplied by the fee percentage to determine the fixed fee, (total estimated cost times fixed fee percentage = fixed fee). In accordance with Title 10 United States Code, Section 2306, fee shall not exceed 15% for Experimental, Developmental, And Research (ED&R) or 10% for all other work. At the time the contractor submits a voucher for the effort expended, payment will be made on the basis of actual costs incurred.

(3) All task orders issued using the CPFF pricing arrangement are designated completion form IAW Federal Acquisition Regulation (FAR) 16.306(d)(1), unless otherwise stated in the individual task order. IAW FAR 16.306(d)(3), a preference is made for the completion form when specific milestones can be adequately defined. Milestones shall accurately reflect performance and shall be accomplished within the period of performance for each task order issued hereunder. Completion form task orders result in a final deliverable accepted via DD form 250. A significant milestone is the final deliverable delivery date, which defines the completion of the period of performance.

(g) Firm Fixed Priced (FFP) task orders:

(1) Shall be priced in accordance with the following methods:

A) using the applicable Forward Pricing Rate Agreements (FPRA) rates, or in the absence of an

FPRA,

B) using Forward Pricing Rate Recommendation (FPRR) rates, or in absence of an FPRR, C) using bid rates individually negotiated on each order.

Material, labor hours and other direct costs are to be negotiated prior to issuance of a task order. FPRA and FPRR rates will be accepted as proposed and represent the preferred method for task proposal pricing. The use of bid rates requires time-consuming proposal pricing and pre-negotiation preparations in addition to the actual negotiation and is considered to be a barrier to the rapid access to the resources of industry required for successful ATSP5 performance. The use of bid rates is therefore discouraged. However, contractors without such rates are in no way discouraged to bid on task opportunities.

(2) The proposed profit rate for firm fixed price task orders shall use a profit base (labor, material, indirect cost) exclusive of Facilities Capital Cost of Money (FCCM). See paragraph (i) below for allowable profit details.

(h) Contract Line Item and Pricing

(1) Weighted Guidelines (WGL) shall be used to determine profit or fee for all task orders over the then applicable threshold figure established in 10 U.S.C. 2306a, including, but not limited to, negotiated acquisitions. Orders priced under the figure shall bear a fee no greater than the fee ceiling established for the current ordering period, see Section H DMEA #A16-001(i)(4) below. WGL may be used under the threshold to negotiate profit or fee at the discretion of the PCO.

(2) If determined necessary by the Government and reflected as a task order RFP requirement, the contractor is to include the distribution of facilities capital employed for land, buildings, and equipment for DMEA’s use in completing the DD1861 and DD1547.

(3) For all orders at or above the then-applicable threshold figure for the use of Earned Value Management

Systems as defined by DFARS 234.201(i), may be issued as CPFF. Under this threshold, typically only CPFF orders and FFP orders will be issued.

(i) Allowable Profit/Fee

(1) Weighted Guidelines (WGL) methodology used for ATSP5 task order negotiation and/or cost realism/cost-reasonableness/price analysis is crafted after the Weighted Guidelines in DFARS 215.404- 71, uses factors (1) and (2) in DFARS 215.404-71-1, and uses the criteria and inputs structured similar to those identified in DFARS 215.404-71-2(c)&(d) and 215.404-71-3(c)&(d). Working Capital will be zero for all cost-type contracts, since the contractor is allowed to bill at least monthly. The Cost Efficiency Factor will generally be zero for cost-type contracts, unless the task order requirement entails a substantial situation warranting the additional consideration of cost efficiency as outlined in DFARS 215.404-71-5. This consideration is at the sole discretion of the Contracting Officer.

(2) The WGL inputs include Technical and Management/Cost Control weights, Technical and Management/Cost Control values, contract type risk, the cost efficiency factor, and facilities capital. These values shall use the inputs as definitized on the basic contract ordering period. The ordering period shall use values from the designated ranges as defined in DFARS 215.404-71-2(c) and DFARS 215.404-71-3(c).

(3) For CPFF orders, the fee rate maximum for the initial ordering period shall not exceed 15% for Experimental, Developmental, And Research (ED&R) or 10% for all other work.

(j) If the proposal exceeds the then-applicable threshold figure established in 10 U.S.C. 2306a, the contractor shall be required to certify, IAW 10 U.S.C. 2306a, that any cost or pricing data submitted is current, complete and accurate. For proposals valued less than the then-applicable threshold figure established in 10 U.S.C. 2306a, no certification procedures are required by statute. The contractor shall submit the required information for subcontractors IAW FAR 15.404-3 and DFARS 215.404-3.

(k) Each time the contractor submits a proposal for work under this contract, it must certify whether or not it has delivered or is obligated to deliver to the Government under a contract or subcontract, the same or substantially the same technical data requested. If so, the contract or subcontract and place of delivery shall be disclosed to the Contracting Officer (PCO) in writing.

(l) Reserved.

(m) The following general procedures are established. These procedures are for all the pricing arrangements:

(1) The DMEA will provide each prime contractor a fair opportunity to be considered, in accordance with

Section H DMEA #A16-035.

(2) The Contracting Officer (PCO) will formally furnish the selected contractor(s) a copy of the CET and formally request a proposal for the task. The contractor(s) may decline to submit a proposal in response to the Contracting Officer’s formal request for proposal. To be considered for task order award, selected contractor(s) shall be required to furnish a proposal not later than 30 calendar days after the requirement has been posted or as specified with proposal request, whichever is less, however the Contracting Officer reserves the right to extend the proposal due date. Proposals using a different pricing arrangement than was requested will be considered non-responsive, unless the proposed contract type offers less risk to the Government. For example, proposing FFP in response to an RFP letter requesting a CPFF proposal would be acceptable, however, proposing CPFF in response to an RFP letter requesting fixed price proposal would be unacceptable. In accordance with FAR 52.216-27, the DMEA may elect to award a single task order or to award multiple task orders for the same or similar tasks to two or more contractors. Should the Government consider a multiple task award of split requirements, the Request for Proposal will so indicate. DMEA reserves the right to unilaterally adjust the 30-calendar day limit, IAW DFARS 215.371-2, for all future RFPs, via a basic contract modification, based on changes to statute, regulation, guidance, policy, or DoD/Government instructions.

(3) The Contracting Officer is responsible for the determination of price reasonableness for the prime contract, including subcontracting costs IAW FAR 15.404-3, as supplemented by DFARS 215.404-3.

Prime contractors shall conduct appropriate cost or price analysis to establish the reasonableness of proposed subcontract prices and to include the results of these analyses in the price proposal; and when required by FAR 15.404-3(c), the prime contractor shall submit subcontractor certified cost or pricing data to the government as part of its own cost or pricing data. The contractor shall not request DCMA field pricing and audit assistance as a contingency for providing the subcontractor price/cost analysis.

DMEA’s expectations for a complete proposal package include the price/costs analysis reports within the proposal. If these reports are not included, the proposal may be considered incomplete and may be considered non-responsive to the Fair Opportunity posting. In the event the contractor is denied access to subcontractor records, the Contracting Officer shall be notified immediately.

(4) An electronic pricing spreadsheet shall be delivered to the Contracting Officer, to be delivered concurrently with a task order proposal for the purposes of calculating the government negotiation objective and documenting the final negotiated price. The task order RFP may include a required spreadsheet template for proposal submittal, which may change during the ordering period(s).

Electronic spreadsheets shall be compatible with the computer system used by the Contracting Officer at the time of proposal submission. Spreadsheets shall be interactive to the level of detail that the Contracting Officer requires, based on anticipated proposal exceptions. For example, if bid rates are proposed for two different calendar years, the spreadsheet shall be interactive such that the government objective for labor can be derived by multiplying labor hours by the objective rate for each labor category in each calendar year. In all cases, the number of labor hours shall be interactive such that the government negotiation objective can be derived for each individual labor category. Spreadsheets shall have no concealed formulas and be designed for simplicity and ease of use. The Contracting Officer reserves the right to request a written user guide with complete instructions and/or a tutorial, in order to better understand the pool and bases of the rates.

(5) Each task order will specify which best value evaluation method in each task order RFP, whether it be lowest price technically acceptable or tradeoff; however, tradeoff is the default evaluation method. In absence of an evaluation method and evaluation criteria otherwise specified in the task order RFP, task orders will be evaluated using a tradeoff method with the following proposal evaluation criteria, in descending order of importance, with all evaluation factors other than cost or price, when combined, being significantly more important than cost or price.

A) Technical B) Schedule C) Past Performance D) Cost

(6) The cost of preparing any quotation or proposal in advance of receiving a task order for a CET is to be considered "Bid and Proposal (B&P) Cost" and therefore, is only chargeable to the appropriate indirect cost account. Under no circumstances are such B&P costs to be considered as direct costs chargeable to or reimbursable under either the basic contract or a task order that may be issued.

(7) The basic CLINs may be further subdivided into SUBCLINs to reflect specific requirements and/or fund restrictions. For example, CLINS 0002, 0003 and 0004 may be further subdivided into SUBCLINS for studies and analysis, design and development, software or any other subdivision necessary.

(8) DMEA may include additional requirements above and beyond these in the basic contract relevant to the specific task order. Any discrepancies between B16-001 and the task order RFP, the Task Order RFP will take precedence.

(n) The following general procedures for Task Order Modifications under a cost-type pricing arrangement have been established throughout the course of the ATSP series of contracts and are hereby documented for use in

ATSP5.

(1) Downscope Modification: During the course of the performance of a cost-type-priced task, there may be occasions when some originally negotiated requirements are not capable of accomplishment for technical or practical reasons, or once underway are determined to be not reasonably capable of accomplishment within the negotiated dollar amount. To maximize the flexibility of the cost-type pricing structure, tasks may be downscoped to remove work effort. A downscope action is not considered to be any form of Termination, as that term is defined in FAR Part 49. In the event a downscope action is considered to be in the best interest of the government, a downscoped CET with requirements removed, will be provided to the contractor with a RFP letter. However, in no way is the

Government’s right to terminate a task order impaired or restricted, and the Government reserves every right to pursue FAR Part 49 procedures at its sole discretion.

A) If the intent of the government is to end the task effort at some point short of the originally negotiated tasking, the government objective is to obtain maximum value for the unexpended funds still remaining. The purpose of the downscope RFP is to solicit a review of the downscoped CET that details costs associated with the remaining contract effort to determine if the downscoped task can be completed within the available funding; or in the event the remaining funding is insufficient, make and support with cost detail, recommendations necessary to maximize value to the government.

B) If the RFP cites a change in technical direction as the rationale, the objective of the proposal is to obtain the cost associated with the work effort removed. In many cases, the redefined task requirement(s) may be a combination of downscoping specific effort as well as adding additional scope in a new technical direction. The resulting proposal shall separately identify the cost associated with the downscope and the cost associated with the additional scope.

The funds associated with the cost of the work effort removed may be applied to the additional scope, with any net difference being cited in the resulting modification.

(2) Cost Overrun Modification: The CPFF Completion Form pricing structure is used in all ATSP5 CPFF tasks. In accordance with the notification timeframe requirements in FAR 52.232-20 and FAR 52.232- 22, In the event a task cannot be completed within the negotiated dollar amount due to cost overrun, the contractor shall provide an estimate of cost and/or funding necessary to complete the contractual requirement. Regardless, the Limitation of Cost clause 52.232-20 applies. For those tasks that use incremental funding and have not been fully funded, the Limitation of Funds clause 52.232-22 applies.

(3) Upscope Modification: During the course of the performance of a cost-type-priced task, there may be occasions when some originally negotiated task order does not fully encompass the requirements for technical or practical reasons. To maximize the flexibility of the cost-type pricing structure, tasks may be upscoped to add work effort. An upscope action is only for the refinement or development of previously unknown requirements considered to be in scope and will not require a written justification IAW FAR 16.505(b). In the event an upscope action is considered to be in the best interest of the government, an upscoped CET with requirements refined or developed, will be provided to the contractor with an RFP letter.

(4) Modification Proposals: In the event that an upscope, downscope, or overrun proposal is due, the contractor shall provide a proposal for the amount to be increased, decreased, or both. An Estimate at Completion (EAC) or an Estimate to Complete (ETC) may be provided, but only as a supplement to the change proposal which provides the full pricing of the proposed modification amount.

(5) Multiple Action Modifications: Existing tasks may be restructured by CET paragraph, such that on a paragraph-by-paragraph basis, an individual paragraph may be downscoped, upscoped or incur a cost overrun. Cost estimates by paragraph will be used to derive an overall net change to the task and modified accordingly.

(6) Modifications and B&P Expenses:

A) After a task order has been awarded utilizing a cost reimbursement pricing structure, costs associated with modification proposal development are generally considered to be directly chargeable to the task when the modification is awarded. RFP letters soliciting modification proposals will bear the full task order number to facilitate accountability to the task.

B) Historically, there have been rare circumstances, outside the control of DMEA and/or the government customer where funds are not available to execute a modification after proposal development expenses have been incurred. In the event a proposal does not result in a modification, such proposal development expenses shall not be reimbursed from funds obligated on the task.

(o) In accordance with DFARS 252.227-7017, the offeror is required to identify in his proposal any such technical data that will be delivered to the Government under the proposed effort (referenced by Contract Data Requirements List (CDRL) or deliverable), which was developed at private expense and upon the use of which it desires to negotiate restrictions, and to state the nature of the proposed restrictions. Any restrictions on the government’s use or disclosure of technical data under the contract must be set forth in an agreement made a part of the contract, either negotiated prior to award or included in a modification of the contract before such delivery. If no such technical data is identified, all deliverable data will be subject to unlimited rights. The task order RFP may also include additional instructions to be followed for proposing intellectual property.

(p) In addition to the data rights assertions made on deliverables, the offeror shall identify in his proposal, and/or prior to committing to use, any technical data and/or software that was developed at private expense that will be used to accomplish the proposed effort and will reference the applicable CET paragraph number.

ON-RAMPS AND OFF-RAMPS (DMEA #A16-030)

The instructions below provide guidance on when current and potential vendors may on and off ramp into this program.

(a) On/Off-Ramp Overview: The Government may commence with processes for on/off-ramping at its sole discretion to maintain a pool of qualified contractors. The Government will assess contractor performance(s) and market conditions on a continual and periodic basis throughout the life of the contract and may use assessment findings to determine whether it may be in the Government's best interest to initiate contract on/off-ramp events.

(b) Examples of conditions that may trigger an on-ramp event include, but are not limited to:

1. Additional providers of technologies capable of meeting the requirements of the PWS enter the marketplace

2. The current contractor(s) cannot satisfy new and emerging technologies

3. The current contractor(s) chooses not to pursue efforts toward new requirements

(c) If an on-ramp event is initiated, a solicitation for an on-ramp event will be open to all eligible contractors. The Government will advertise at the Government Point of Entry/System for Award Management (sam.gov) website at least 30 days in advance of posting the formal solicitation. The Government may use identical evaluation factors for on-ramp events that were used in the original solicitation or any previous ramp event solicitations, however there is no obligation to do so. The number of estimated contractors added as a result of an on-ramp event will be set forth in the on-ramp solicitation, but the number of actual awards made to new entrants as a result of an on-ramp event will be at the sole discretion of DMEA.

(e) The maximum number of active contracts after initial award is subject to change at the sole discretion of DMEA.

(f) Off-Ramping. During the terms of the Contracts, the Government reserves the right to periodically review the ATSP5 Prime Contractors to determine whether a Prime Contractor has become dormant*, has made a pattern of poor performance, or both. Such contractor behavior will be subject for review at the end of the ordering period and the Government may, at its discretion, not exercise a subsequent ordering period option. Furthermore, all contract options are exercised or not exercised at the sole discretion of the Government.

* A dormant contractor is defined as a Prime Contractor who has failed to bid on requirements for more than a year.

TECHNICAL AND MANAGEMENT MEETING, LIMITATIONS (DMEA #A16-031)

The Contracting Officer is the only government representative authorized to change the terms and conditions of this contract, or any orders issued hereunder. All recommendations, determinations, or decisions made at technical and management meetings held during the performance of this contract are subject to this principle. No request for equitable adjustment or claim, or payment for services, shall be allowed for altered terms or conditions of the contract based on the results of said meetings without Contracting Officer written approval and modification to the contract and/or task orders issued hereunder.

PERSONNEL QUALIFICATIONS (DMEA #A16-032)

The contract personnel (contractor and subcontractor) qualification standards are as follows: The Contractor shall use personnel who possess more than three years of current directly related experience and a degree in a directly related discipline for work on this contract. Specifically, all engineering and scientific skill categories require a minimum of a 4-year degree from an accredited college or university in a directly related discipline. Additionally, all technician categories require a minimum of a 2-year degree in a directly related discipline. Clerical skill categories are exempt from these requirements. On a task-by-task basis, equivalent qualification standards can be substituted for these standards when approved in advance by the Contracting Officer. The Contracting Officer may audit personnel qualification for compliance at any time. The Contractor must flow-down this requirement to all subcontractors, of all tiers, performing task-specific engineering and scientific efforts.

PAYMENT FOR TRAVEL/PER DIEM COSTS (CPFF) (DMEA #A16-033)

(a) Contractor furnished domestic and/or overseas travel during performance of individual task orders is considered negotiated and accepted upon issuance of a task order or modification.

(b) Additional/changed travel requiring an increase in task order funding shall be forwarded to the Contracting Officer (PCO) for processing a task order modification prior to travel in accordance with Section H DMEA #A16-029(n) and should be considered unapproved until a modification is issued. FAR 52.232-20 and FAR 52.232-22 apply.

(c) If an increase in task order funding is not required, additional/significantly changed travel shall be reviewed by the contractor’s ATSP5 program manager, in coordination with the DMEA project engineer/customer.

Additional/significantly changed travel deemed appropriate and necessary for task accomplishment is considered accepted and shall be briefed at Program Management Reviews (PMRs).

(d) In accordance with far 31.205-46(a)(2), costs incurred by the contractor for accepted travel in direct support of a specific task order issued shall be reimbursed to the extent that they do not exceed on a daily basis per diem rates set forth in the joint travel regulations and are allowable and allocable.

SMALL BUSINESS UTILIZATION (DMEA #A16-034)

The contractor shall report actual achievement of small business utilization dollars both as a result of each task order and aggregated throughout contract performance in accordance with the specified CDRLs. This information is obtained for DMEA internal use only and will not be used to determine compliance with overall “Comprehensive or Master Subcontracting Plans” or the “DOD Test Program Plans”. However, small business utilization data will be documented and will be used to measure performance against the specified goals. This data will then be used in the contractor’s performance evaluation to measure overall contractor performance.

FAIR OPPORTUNITY TO BE CONSIDERED (DMEA #A16-035)

(a) In accordance with Federal Acquisition Regulation (FAR) 16.504(a)(4)(iv) and 16.505(b)(1), awardees for orders under multiple award contracts will be given a fair opportunity for award of task orders. The Contracting Officer has broad discretion in the selection and will use such criteria as the ability of an awardee to provide the level of quality required based on unique or specialized knowledge in the area under consideration; achievement of socioeconomic goals; previous performance under earlier, similar, or related tasking; capacity to handle additional effort; cost; and/or other factors deemed relevant to the award of a task order. Business opportunities will be communicated electronically.

(b) The DMEA Deputy Director is charged with the responsibility to ensure that all awardees are afforded a fair opportunity to be considered for award and has been designated the task order contract ombudsman. Written comments shall be addressed as follows:

ATSP5 Task Order Contract Ombudsman Deputy Director Defense Microelectronics Activity 4234 54th Street, Building 620 McClellan, CA 95652-2100

ORGANIZATIONAL CONFLICT OF INTEREST (DMEA #A16-036)

(a) Definitions:

(1) "Organizational Conflict of Interest" means that because of other activities or relationships with other persons, a person is unable or potentially unable to render impartial assistance or advice to the Government, or the person's objectivity in performing the contract work is or might be otherwise impaired, or a person has an unfair competitive advantage. "Person" as used herein includes Corporations, Partnerships, Joint Ventures, Teaming Arrangements, and other business enterprises.

(2) The term "contractor" as used in Section H DMEA #A16-036 (herein referred to as “supplemental information”), includes any person, firm or corporation which has a majority or controlling interest in the contractor or in any parent corporation thereof, any person, firm, or corporation in or as to which the contractor (or any parent or subsidiary corporation thereof) has a majority or controlling interest. The term also includes the corporate officers of the contractor, those of any corporation which has a majority or controlling interest in the contractor, and those of any corporation in which the contractor (or any parent or subsidiary corporation thereof) has a majority or controlling interest. All references to the “Contractor” as contained in this supplemental information shall apply with equal force to all of these included.

(3) "Contract" and "task order" shall be used as applicable to the level at which this supplemental information is being invoked.

(b) Impact on Future Agency Contracts and Task Orders:

(1) The following examples illustrate situations in which questions concerning organizational conflicts of interest may arise. They are not all inclusive, but are intended to help the Contracting Officer apply general guidance to individual contract and task order situations:

(2) Unequal access to information. Access to "nonpublic information" as part of the performance of a task order provided under the contract or work performed under a separate government contract could provide the contractor a competitive advantage in a later competition. Such an advantage could easily be perceived as unfair by a competing vendor who is not given similar access to the relevant information. If the requirements of the government procurement anticipate the successful vendor may have access to nonpublic information, the successful vendor should be required to submit and negotiate an acceptable mitigation plan. Alternatively, the "nonpublic information" may be provided to all vendors.

(3) Biased ground rules. A contractor in the course of performance under a task order contract has in some fashion established important "ground rules" for another requirement, where the same contractor may be a competitor. For example, a contractor may have drafted the statement of work, specifications, or evaluation criteria of a future procurement. The primary concern of the government in this case is that a contractor so situated could slant key aspects of a procurement in its own favor, to the unfair disadvantage of competing vendors. If the requirements of the government procurement anticipate the contractor may have been in a position to establish important ground rules, including but not limited to those described herein, the contractor should be required to submit and negotiate an acceptable mitigation plan.

(4) Impaired objectivity. A contractor in the course of performance of a task order or contract is placed in a situation of providing assessment and evaluation findings over itself, or another business division, or subsidiary of the same corporation, or other entity with which it has a significant financial relationship. The concern in this case is that the contractor's ability to render impartial advice to the government could appear to be undermined by the contractor's financial or other business relationship to the entity whose work product is being assessed or evaluated.

(5) In these situations, a "walling off" of lines of communication may well be insufficient to remove the perception that the objectivity of the contractor has been tainted. If the requirements of the government procurement indicate that the successful vendor may be in a position to provide evaluations and assessments of itself or corporate siblings, or other entity with which it has a significant financial relationship, the affected contractor should provide a mitigation plan that includes recusal by the vendor from the affected contract work. Such recusal might include divestiture of the work to a third-party vendor.

(6) In order to prevent a future OCI resulting from potential bias, unfair competitive advantage, or impaired objectivity, the Contractor shall be subject to the restrictions IAW FAR 9.505:

(7) This supplemental information shall not exclude the Contractor from performing work under any amendment or modification to this contract or from competing for award for any future contract for work that is the same or similar to work performed under this contract.

(8) The agency may in its sole discretion, waive any provisions of this supplemental information if deemed in the best interest of the Government. The exclusions contained in this supplemental information shall apply for the duration of this contract and for three (3) years after completion and acceptance of all work performed hereunder.

(9) If any provision of this supplemental information excludes the Contractor from competition for, or award of any contract, the Contractor shall not be permitted to serve as a subcontractor, at any tier, on such contract. This supplemental information shall be incorporated into any subcontracts or consultant agreements awarded under this contract unless the Contracting Officer determines otherwise.

(c) Affirmative Duties and Responsibilities for Government Contractors:

(1) The Contractor warrants that to the best of its knowledge and belief, and except as otherwise set forth in the contract, the Contractor does not have any organizational conflict of interest(s) as defined in paragraph a. above.

(2) The Contractor agrees that, if after award, it discovers an actual or potential organizational conflict of interest at the contract level it shall make immediate and full disclosure in writing to the DMEA Contracting Officer. Changes in the Contractor's relationships due to mergers, consolidations or any unanticipated circumstances may create an unacceptable organizational conflict of interest might necessitate such disclosure. The notification shall include a description of the actual or potential organizational conflict of interest, a description of the action that the Contractor has taken or proposes to take to avoid, mitigate, or neutralize the conflict, and any other relevant information that would assist the DMEA Contracting Officer in making a determination on this matter.

(3) The Contractor, upon identification of a potential conflict, shall submit requests to participate in the task order for written approval on a task order-by-task order basis, unless the Contractor is aware of multiple task orders that may create the appearance of a conflict, or be an actual conflict. In the case of the later, the contractor shall notify the DMEA Contracting Officer as soon as the conflicts/apparent conflicts have been identified. This provision shall be in effect throughout the period of performance of this contract, any extensions thereto by change order or supplemental agreement, and for three years thereafter.

(4) The contractor shall permit a Government audit of internal OCI mitigation procedures for verification purposes. The Government reserves the right to reject a mitigation plan, if in the opinion of the Contracting Officer, such a plan is not in the best interests of the Government.

(5) The contractor shall hold the government harmless and will freely indemnify the government as to any cost/loss resulting from the unauthorized use or disclosure of any third-party proprietary information by its employees, the employees of subcontractors, or by its agents.

(6) The Contracting Officer's decision as to the existence or nonexistence of an actual or potential organizational conflict of interest shall be final.

(7) The Contractor shall include the same provisions as are expressed in this supplemental information, including this paragraph, in all subcontracts awarded for performance of any portion of this requirement. This restriction is applicable throughout the period of performance of the subcontract, and any extensions thereof by change order or supplemental agreement, and for three years thereafter. When the provisions of this supplemental information are included in a subcontract, the term "Contracting Officer" shall represent the head of the Contracts Office of the prime contract.

(8) Any deviations or less restrictive coverage deemed necessary or required by the prime contractor for a particular subcontract must first be submitted to the PCO for approval.

(d) Compliance: Compliance with these OCI requirements is a material obligation of this contract. The rights and remedies described herein shall not be exclusive and are in addition to other rights and remedies provided by law, including those set forth at FAR Subpart 9.5, or elsewhere included in this contract. If the Contractor takes any action prohibited by this requirement or fails to take action required by this requirement, the Government may terminate this contract for default. For breach of any of the restrictions contained herein, or for nondisclosure or misrepresentation of any relevant facts required to be disclosed concerning this contract, the government reserves the right to terminate this contract for default, disqualify the contractor for subsequent related contractual efforts, and to pursue such other remedies as may be available under law. If in compliance with this supplemental information, the Contractor discovers and promptly reports an organizational conflict of interest subsequent to contract award, the Contracting Officer may choose to terminate this contract for convenience of the Government, when such termination is deemed to be in the best interest of the Government.

ORGANIZATIONAL CONFLICT OF INTEREST AT THE TASK ORDER LEVEL (DMEA #A16-037)

(a) OCI / CAAS Possibilities.

(1) It is the intention of the parties that the Contractor will not engage in any other contractual or other activities which could create an organizational conflict of interest with its position under this contract; which might impair its ability to render unbiased advice and recommendations; or, in which it may derive an unfair competitive advantage as a result of knowledge, information, and experience gained during the performance of this contract.

(2) Therefore, the Contractor agrees that it will seek the prior written approval of the Task Order Contracting Officer before participating in any task order that may involve such a conflict.

(3) The Contractor agrees that it shall not release, disclose, or use in any way that would permit or result in disclosure to any party outside the government any information provided to the Contractor by the Government during or as a result of performance of this task order. Such information includes, but is not limited to, information submitted to the Government on a confidential basis by other persons. Further, the prohibition against release of Government provided information extends to cover such information whether or not in its original form, where the information has been included in Contractor generated work, or where it is discernible from materials incorporating or based upon such information. This prohibition shall not expire after a given period of time.

(4) The Contractor shall promptly notify the Task Order Contracting Officer, in writing, if it has been tasked to evaluate or advise the Government concerning its own products or activities or those of a competitor in order to ensure that proper safeguards exist to guarantee objectivity and to protect the Government's interest.

(5) In the event that a task order is issued to the Contractor that would require activity that would create a potential conflict of interest, the Contractor shall:

(A) Notify the Contracting Officer of a potential conflict, and;

(B) Recommend to the Government an alternate tasking approach which would avoid the potential conflict, or,

(C) Present for approval a conflict-of-interest mitigation plan that will:

(i) Describe in detail the task order requirement that creates the potential conflict of interest; and,

(ii) Outline in detail the actions to be taken by the Contractor or the Government in the performance of the task to mitigate the conflict, division of subcontractor effort, and limited access to information, or other acceptable means.

(D) The Contractor shall not commence work on a task order related to a potential conflict of interest until specifically notified by the Contracting Officer to proceed.

(E) If the Contracting Officer determines that it is in the best interest of the Government to issue a task order, notwithstanding a conflict of interest, a request for waiver shall be submitted in accordance with FAR 9.503.

(F) Conflicts Of Interest Compliance Plan: In the event of a waiver is requested, the Contractor shall submit with his waiver request a Conflicts of Interest (COI) Compliance Plan to the Task Order Contracting Officer for approval. The COI Compliance Plan shall address the Contractor's approach for adhering to Section H DMEA #A16-036 and describe its procedures for aggressively self-identifying and resolving both organizational and employee conflicts of interest. The overall purpose of the COI Compliance Plan is to demonstrate how the Contractor will assure that its operations meet the highest standards of ethical conduct, and how its assistance and advice are impartial and objective. The COI Compliance Plan shall specifically address how the Contractor will protect confidential, proprietary, or sensitive information;

(i) preventing the existence of conflicting roles that might bias a contractor’s judgment;

and,

(ii) preventing an unfair competitive advantage.

(6) Contractors are invited to review Federal Acquisition Regulation Subpart 9.5 “Organizational and Consultant Conflicts of Interest (OCI). “Particular attention is directed to FAR 9.505, 9.505-1, 9.505-2, 9.505-3 and 9.505-4.

(b) Avoidance of OCI.

(1) The policy of the government is to avoid contracting with contractors who have unacceptable mitigation to the organizational conflicts of interest as defined in Section H DMEA #A16-036.

(2) It is not the intention of the government to foreclose a vendor from a competitive acquisition due to a perceived OCI. The Task Order Contracting Officers are fully empowered to evaluate each potential OCI scenario based upon the applicable facts and circumstances. The final determination of such action may be negotiated between the impaired vendor and the Task Order Contracting Officer. The Task Order Contracting Officer's business judgment and sound discretion in identifying, negotiating, and eliminating OCI scenarios should not adversely affect the government’s policy for competition. The government is committed to working with potential vendors to eliminate or mitigate actual and perceived OCI situations, without detriment to the integrity of the competitive process, the mission of the government, or the legitimate business interests of the vendor community.

(c) Examples of OCI concerns can be found in Section H DMEA #A16-036(b). These examples in which OCI issues may arise are not all inclusive but are intended only to help the Task Order Contracting Officer apply general guidance to individual contract and task order situations.

(d) Mitigation plans. The successful contractor will be required to permit a government audit of internal OCI mitigation procedures for verification purposes. The government reserves the right to reject a mitigation plan, if in the opinion of the Task Order Contracting Officer, such a plan is not in the best interests of the government.

Additionally, after award the government will review and audit OCI mitigation plans as needed, in the event of changes in the vendor community due to mergers, consolidations, or any unanticipated circumstances that may create an unacceptable organizational conflict of interest.

(e) Task Order Level. Ordering offices are responsible for determining and issuing specific OCI restrictions.

ORGANIZATIONAL CONFLICT OF INTEREST, OFFERORS AND AGREEMENTS (DMEA #A16-038)

(a) The contractor may gain access to proprietary information of other Companies during contract performance. To prevent conflicting roles, which may bias the contractor's judgment or objectivity, or to preclude the contractor from obtaining an unfair competitive advantage in concurrent or future acquisitions, the contractor shall be restricted as follows. The contractor agrees to:

(1) Protect other company's proprietary information from unauthorized use or disclosure for as long as it is considered proprietary by the other company,

(2) Refrain from using the proprietary information for any purpose other than that for which it was furnished,

(3) Enter Company-to-Company agreements as necessary to comply, and

(4) Furnish copies of these agreements to the Contracting Officer for information purposes within fifteen

(15) calendar days of execution.

These agreements are not intended to protect information that is available to the Government or to the contractor from other sources and furnished voluntarily without restriction.

(b) The above restrictions shall be included in all subcontracts, teaming arrangements, and other agreements calling for performance of work related to this contract, unless excused in writing by the Contracting Officer.

(c) The following descriptions or definitions apply:

(1) "Proprietary Information" means all information designated as proprietary in accordance with law and regulation and held in confidence or disclosed under restriction to prevent uncontrolled distribution.

Examples include limited or restricted data, trade secrets, computer software, classified information, and sensitive financial information that may appear in cost and pricing data.

(2) "Contractor" means the business entity receiving the award of this contract, its parents, affiliates, divisions and subsidiaries.

(d) Associate Contractor Agreements may be required on an "as needed" basis.

CONTRACT SECURITY CLASSIFICATION SPECIFICATION, DD FORM 254 (DMEA #A16-039)

Measures taken to protect classified information, equipment and facilities (as applicable) for each task will be cited on individual task orders issued hereunder, via an attached DD Form 254.

SAFETY AND ACCIDENT PREVENTION (DMEA #A16-040)

(a) In performing work under this contract on a Government installation, the contractor shall-

(1) Conform to the specific safety requirements established by this contract;

(2) Take all reasonable steps and precautions to prevent accidents and preserve the life and health of Contractor and Government personnel performing or in any way coming in contact the performance of this contract; and

(3) Take such additional immediate precautions as the Contracting Officer may reasonably require for safety and accident prevention purposes.

(b) If this contract is performed on a DOD installation, the applicable Occupational Safety and Health Standards in effect shall apply during the duration of such work. If contract performance is on other than a DOD installation, the Contractor shall comply with the safety rules of that Government installation, in effect during the duration of such work.

(c) Any violation of these safety rules and requirements, unless promptly corrected as directed by the

Contracting Officer, shall be grounds for termination of this contract and/or task order in accordance with the Default clause of this contract.

ELECTRONIC MEDIA (DMEA #A16-041)

It is the sole responsibility of the offeror to ensure that the electronic media communicating proposals are submitted virus free and can be opened and read by the government. If the electronic media cannot be opened, and read by the government, the offeror shall have 48 hours after notification of the same, to correct the deficiency. After that time, if the electronic media cannot be opened and read by the government, the offeror may be considered non-responsive and may render the proposal ineligible for award.

ORDERING PERIOD OPTIONS AND PERFORMANCE EVALUATION PLAN (DMEA #A16-042)

(a) The basic contract-ordering period is for sixty months. In accordance with the terms set forth elsewhere in the contract, including the ordering period options identified in sections B, the Government may exercise ordering period options to extend the contract period for up to sixty months (for a total of one hundred and twenty months).

(b) Ordering Period Options – The ordering period option schedule permits extensions of the contract ordering period beyond the initial ordering period. These options are exercised at the sole discretion of the Government. The Government will, in its sole discretion, consider factors including, but not limited to, (1) the best interest of the Government, (2) the need for contractors within the pool (necessity), (3) the participation (or conversely a contractor’s dormancy), and (4) each contractor’s performance level (i.e. the overall competition in the pool). Exercise of an ordering period option extends the overall ordering period of the contract for all CLINs (unless specifically not exercised) but does not increase the ceiling of the contract nor does the extension of a contractor’s ordering period increase the contractual minimum guarantee. The deadline for the Government to exercise an ordering period option is the last date of the previous ordering period.

WIDE AREA WORKFLOW (WAWF) INVOICE AND RECEIVING REPORT SUBMITTAL

INSTRUCTIONS (DMEA #A16-043)

(a) As prescribed in DFARS clause 252.232-7003 Electronic Submission of Payment Requests and Receiving Reports. Contractors must submit payment requests in electronic form. Paper copies will no longer be accepted or processed for payment unless the conditions of DFARS clause 252.232- 7003(c) apply. The contractor shall submit electronic payment requests and receiving reports via WAWF.