Attachment 1 Performance Work Statment W9124J-22-R-SC20.pdf

Attachment 1

Performance Work Statement (PWS)

Office of the Chief of Chaplains (OCCH)

Strategic Communication Services

W9124J-22-R-SC20

PART 1

GENERAL INFORMATION

1.0 SCOPE:

The scope of this content is to provide strategic communication support services and other deliverables to the United States Army Office of the Chief of Chaplains and its subordinate Project/ Product Managers (PMs). These services will provide the Army Chaplain Corps with capabilities not available from within the Chaplain Corps structure.

The Contractor shall provide:

1. Media Relations support which shall consist of communications market analysis, videography and still photography, public affairs management, and social media channel management for Chaplain Corps activities;

2. Graphic Design support which applies the required skills, knowledge, and experience to advise on and produce various visual media and artwork to create communications products in support of Chaplain Corps communication goals and objectives;

3. Videography, Photography, and Audio Visual Technical Support which applies the required skills, knowledge, and experience to advise on and produce video and photographic projects, and to provide audio-visual technical support to achieve Chaplain Corps communication goals and objectives; and

4. Exhibit Support which applies the required skills, knowledge, and experience to advise on and design, develop, produce, and maintain exhibits and associated equipment support during Exhibits and Demos in support of Chaplain Corps communication goals and objectives.

2.0 BACKGROUND

The United States Army Chaplain Corps builds Army spiritual readiness to deploy, fight, and win our Nation's wars, by providing reliable and relevant world-class religious support, as a unique element of the Army that is fully engaged across the full spectrum of conflict. Chaplain Corps strategic communications support the Chaplain Corps' work to care for the soul of the Army, by ensuring the constitutionally-mandated free exercise of religion, by delivering spiritual and religious care directly to Soldiers, their Families, and Army Civilians, and by providing moral leadership.

3.0 OBJECTIVES

The objectives of this contract are for the Contractor to provide Strategic Communication and Analytical Services for the Army Chaplain Corps in support of the following Chaplain Offices:

(A) the Office of the Chief of Chaplains (OCCH)

(B) the United States Army Institute for Religious Leadership (USA-IRL)

(C) Other strategic-level programs of the Chaplain Corps (e.g. Army Strong Bonds)

OCCH provides leadership to the Chaplain Corps and exercises technical supervision over chaplains, Religious Affairs Specialists, directors of religious education (DREs), religious activities, and religious support operations throughout the Army. OCCH is supported by the Strategy, Plans, Policy and Resources (SPPR) Directorate in the Pentagon, the Strategic

Initiatives Group (SIG) at Fort Hamilton, NY, and the Religious Support Operations Center (RSOC) at Fort Jackson, SC. The USA-IRL represents the Field Operating Agency (FOA) the Chief of Chaplains intends to establish at Fort Jackson. The USA-IRL will be one entity, with four organizational elements—the RSOC, the Religious Leadership Academy (RLA), the Graduate School for Army Chaplain Corps Professional Development (GSACCPD), and the Non-Commissioned Officers Academy (NCOA)—which will operate under the leadership and control of the Chief of Chaplains.

4.0 TASKS

4.1 Communications Planning Lead Support

The Contractor shall provide communication support subject matter expert (SME) services. The Contractor SME shall provide the following:

• Provide oversight of the support staff

• Manage and provide daily support for quick-response tasks; information products such as the Portfolio, fact sheets, storyboards, exhibit graphics, and brochure;

and all media products including videos, photographs, press releases, news alerts, and articles;

• Provide oversight of Army Chaplain Corps social/digital media channels, ensuring that its content is current;

• Track Army Chaplain Corps social media channels and provide analytics reports;

• Oversee regular team meetings to ensure coordination of all communications efforts and alignment with overall public affairs

• Provide back-up support to the communications support writer that is assigned to the PM offices

• Ensure the consistency and accuracy of information in Army Chaplain Corps products and programs being presented to the Army, the general public, and to the Senior Leadership;

• Communicate projects or programs results to internal or external audiences at all levels;

• Function as the Event Planner in planning, coordination, and execution of all aspects of STRATCOM training events;

• Support the mission of the Army Office of the Chief of Chaplains by managing all aspects of occasional OCCH special events ranging from initial planning to after-action reports;

• Assist with all aspects of internal and external communications to include outreach activities

• Manage the accountability/serviceability of the entire display Equipment/Products supporting the Army Office of the Chief of Chaplains;

• Manage the set-up of all exhibits and associated items (ie. panels, backdrops, displays, tables, computers, mannequins)

4.2 Communications Development & Support

• Develop, create, and execute digital media content and products;

• Be responsible for the oversight, development and execution of strategic communication products and campaigns leveraging all available communications conduits and emerging technologies to most effectively communicate the Army Chaplain Corps mission and philosophy;

• Support Strategic Communications by communicating information through verbal, written and social/digital media channels, and serving to align messaging across all internal/external channels, to ensure consistency of Army Chaplain Corps products and programs;

• Advise and implement communication strategies that leverage emerging technologies and best practices that meet industry standards;

• Develop and post content in a variety of social/digital media channels and publications to support Army Chaplain Corps messaging, programs and capabilities;

• Assist in the production of video and multimedia presentations;

• Use a variety of methods and techniques in achieving communication goals such as: social/digital media content, product exhibits, brochures, pamphlets, graphics, local and national news, Armed Forces Radio Television Services, etc.; and

• Plan, develop, conduct and provide metrics of social/digital media channels.

4.3 Multimedia / Graphic Design Support

• Design, create and produce various visual products to support Army Chaplain Corps strategic messaging such as brochures, pamphlets, posters, infographics, PowerPoint templates, presentation decks, display banners, illustrations, and social/digital media designs;

• Determine media style and leverage emerging technologies; and

• Utilize technical knowledge and strong creative skills to combine various visual media to create information presentation.

4.4 Multimedia Videography / Photography Support

• The contractor shall provide multimedia videography / photography support. The Contractor shall be responsible for the following:

• Design and create high quality social/digital media video products such as recruiting videos, animations, infographics, animated logos, and other videos to support Army Chaplain Corps strategic messaging;

• Provide videography support to include video cameras, lighting, audio, teleprompter, and technical expertise;

• Edit and assemble the final visual/audio program material;

• Ensure consistency and relevancy to production;

• Monitor technical quality of the end product;

• Test all equipment to determine technical quality of recording, audio and lighting

• apparatus prior to operation in the field;

• Oversee the security, operation and maintenance of equipment utilized in shooting and editing;

• Knowledgeable of field production techniques and standards that may require special lighting, numerous locations, creativity, special audio needs or interviewing subjects and/or coordinates the work; and

• Provide photography support for Army Chaplain Corps programs and products.

5.0 SKILL / RELEVANT EXPERIENCE REQUIREMENT

The Contractor will provide personnel to conduct the necessary duties, having sufficient experience and skills, as follows:

5.1 Communications Planning & Support Lead

• Accredited bachelor's degree in communications or business administration

• 3+ years of experience working with corporate and governmental agencies

• 5+ years’ professional experience with print, video, audio, and web configuration and social media messaging products and general administrative capabilities

• Interpreting a variety of subjects to write and edit materials tailored to specific internal and external media and audiences

• Ability to analyze, track, conduct and provide metrics of social/digital media channels;

• Experience with the preparation of policy documents, presentation to senior leadership and/or a broad range of media and audiences

• Extensive experience in researching techniques and methods to develop and prepare authoritative content on the programs, policies, and functions for the organization

• Extensive experience working on diverse and wide ranging communication strategies including all forms of media.

• Experience developing and managing strong and complex relationships across programs as part of a centralized function and externally with multiple stakeholders

• Experience and knowledge with current industry standard A/V compositions and editing software such as Adobe Premiere, Final Cut Pro and other professional grade products

5.2 Communications Development & Support Specialist

• 3+ years of professional experience working in social/digital media;

• 5+ years of experience with developing digital media content and project management;

• Basic understanding of social/digital media emerging technology;

• Demonstrated knowledge of digital media content creation to include video/photo editing skills;

• Experience with social/digital media channels, to include Facebook, Instagram, Twitter, LinkedIn, and YouTube;

• Experience and knowledge with current industry standard A/V compositions and editing software such as Adobe Premiere, Final Cut Pro, and other professional grade products

• Proficient in verbal, written and interpersonal communications skills;

• Ability to analyze, track, conduct and provide metrics of social/digital media channels; and

• Strong project management skills with ability to take project from concept to completion.

5.3 Multimedia / Graphic Design Support (SME)

• A bachelor’s degree in graphic design, or related field

• 5+ years of creative experience as a Graphic or Visual Designer

• Strong knowledge of visual design, user-centered experience design, interaction design, brand development, and the creative process

• Demonstrated fluency with design tools including the full suite of Adobe Creative Cloud

• Strong project management skills with ability to take project from concept to completion

5.4 Multimedia Videographer / Photographer Support / Digital Production Support (SME)

• 5+ years of creative experience in videography, photography, and digital production editing videos and photos

• Must be able to produce high quality motion graphics for video using lighting design, sound design, story development and conducting video interviews

• Must be proficient in operating digital video camera equipment and editing video software such as Adobe Creative Suite: Premier Pro, After Effects, Photoshop and Light room

• Knowledgeable of field production techniques and standards that may require special lighting, numerous locations, creativity, special audio needs or interviewing subjects.

6.0 DELIVERABLES

6.1 Monthly Status Report

The monthly status report shall be prepared and delivered by the Contractor and include at least the following four (4) sections, as they relate to the work performed during the period being reported on and the next months anticipated support.

(a) Summary status and schedule of all ongoing and planned projects, activities/conferences/deliverables,

(b) Hours incurred by labor category, labor funds expenditures and other direct cost expenditures,

(c) outstanding or anticipated issues / projects risks/ problems items/schedule problems,

(d) Estimate of what support and /or next month conference(s) will cost

The Contractor shall submit one (1) electronic copy of the report each month to the COR/alternate COR no later than fifteen (15) business days after the start of the month, and report on activities performed during the prior month by the contractor. Electronic deliverables shall be on computer disks with versions of Microsoft Word, Power Point, Excel, etc. compatible to OCCH computers or on video, DVD, or CD media, as appropriate for the product.

6.2 Quality Control Plan

The Contractor is responsible for the delivery of quality services/supplies to the Government in accordance with FAR 52.246- 4, Inspection of Services -- Fixed-Price and 52.246-5. The Contractor shall develop, implement and maintain an effective Quality Control System which includes a written Quality Control Plan (QCP). The QCP shall implement standardized procedure/methodology for monitoring and documenting contract performance to ensure all contract requirements are met. The Contractors’ QCP must contain a systematic approach to monitor operations to ensure acceptable services/products are provided to the Government.

The QCP, as a minimum, shall address continuous process improvement; procedures for scheduling, conducting and documentation of inspection; discrepancy identification and correction; corrective action procedures to include procedures for addressing Government discovered non-conformances; procedures for Root Cause Analysis to identify the root cause and root cause corrective action to prevent re-occurrence of discrepancies; Position/Title and or personnel specifically responsible for performing root cause analysis and presentation of the Root Cause Analysis Report as a deliverable to the Contracting Officer (CO) via the contracting Officer Representative (COR); Specification of time-line from problem identification to completion of root cause analysis; procedures for trend analysis; procedures for collecting and addressing customer feedback/complaints.

6.2.1 Delivery and Receipt of the QCP - The Contractor shall, upon request and as part of contract proposal, provide to the Government their quality control documentation via delivery to the Contracting Officer Representative (COR). After receipt of the QCP by the Contracting Officer Representative (COR), the Contractor shall receive the Contracting Officer’s acceptance in writing of proposed changes to their QCP system.

6.2.2 Quality Assurance - The Government will evaluate the Contractor’s performance under this contract in accordance with the Performance Requirements Summary (Technical Exhibit 1 of the PWS). This document is primarily focused on what the Government will 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).

7.0 RECOGNIZED HOLIDAYS

For information purposes, the following days are observed as Federal holidays (also available http://www.opm.gov/FEDHOL/index.asp):

New Year’s Day 1 January Martin Luther King Jr. Day 3rd Monday in January President’s Day 3rd Monday in February Memorial Day Last Monday in May Juneteenth 19 June Independence Day 4 July Labor Day 1st Monday in September Columbus Day 2nd Monday in October Veteran’s Day 11 November Thanksgiving Day 4th Thursday in November Christmas Day 25 December

The Contractor shall comply with the aforementioned Government holidays and any other day designated by Federal Statute, Executive Order, or Presidential proclamation, therefore, the Government offices are closed to the Contractor’s staff on the day(s) these holidays are observed. In addition, work shall not be required of the Contractor when federal employees are released from work early due to inclement weather conditions or emergencies or when Federal offices are closed due to inclement weather conditions or emergencies (status available at http://www.opm.gov/status/). The COR will notify the Contractor when early release of Federal employees has been authorized.

8.0 GOVERNMENT FURNISHED PROPERTY FACILITIES AND INFORMATION

The Government will provide workspace and office equipment for the contractor employees working at the Government site as required. All displays, exhibits components, materials, products, data, images, and information used in performance of this contract shall be considered Government property, regardless of whether they are furnished by the Government property, or developed or acquired by the charged as a direct cost to the contract. This applies to any contract material, exhibits or other items maintained in the contractor’s storage facility for this contract. The Government shall have unlimited rights to any data or images developed or acquired under this contract for any purpose other the performing this contract.

http://www.opm.gov/FEDHOL/index.asp):

http://www.opm.gov/status/)

9.0 PERIOD AND PLACE OF PERFORMANCE

The period of performance shall be for one (1) Base Year of 12 months and four (4) 12-month option years. A six month extension of services in accordance with FAR 52.217-8, Extension of Services will also be included.

The contractor is responsible for conducting business, between the hours of 0900 and 1500 Monday thru 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.

Place of Performance: Performance will be at the Pentagon, Arlington, VA, or nearby Government facilities, unless otherwise approved by the COR. In the event of a local or national emergency, operations may be moved to another local NCR government facility or telework may be authorized. Ad hoc telework must be preapproved by COR and government lead.

The Contractor will be required to travel CONUS to USA-IRL and may be as frequent as 50% of the work year. No other travel is authorized under the resultant award, nor will any expenses, travel or otherwise be considered an allowable reimbursable expense. Contractor travel within 50 miles of the NCR is not considered reimbursable. All travel requires Government approval/authorization and notification to the COR.

10.0 OTHER DIRECT COSTS

ODCs invoiced by the contractor to OCCH under this contract must be allocable, reasonable, and allowable direct costs in accordance with FAR 31.2 “Direct” means they are purchased directly for this contract, as defined at FAR 31.202 “direct costs”. The contractor must make ODC purchases and travel arrangements at the most advantageous prices available, with due regard to securing prompt delivery of satisfactory items/material/services. When possible, the Government will purchase miscellaneous supplies or services to provide support. However, close coordination between the contractor and the Government will be necessary to ensure uninterrupted performance. The contractor will be responsible for minor purchases, as ODC’s, when directed by the COR/ Alternate COR.

Travel costs are chargeable as an ODC. All travel required by the contractor will be identified and approved in advance by the COR, Alternate COR, and/ or Contracting Officer.

The contractor’s travel costs will be reimbursed in accordance with the Joint Travel Regulations (JTR). Travel destination will be varied and driven by Chaplain Office requirements. Projected travel sites include (but not limited to):

HQDA Office of the Chief of Chaplains, Washington, DC Fort Jackson, SC Fort Hamilton, NY

Invoices containing ODCs must clearly identify the individual items/material/services purchased with unit prices, quantities and extended amounts (units price x quantity) clearly stated.

Travel must be broken down by number of personnel, trip description, travel days, lodging costs, and transportation costs. All supporting documentation (copies of receipts, airline tickets, etc) will be provided with the invoice. Invoiced ceiling rate(s) shall not exceed the contractor’s applicable customary commercial or Government-approved rate, whichever is lower. Only ODCs approved in advance by the COR, Alternate COR, and/ or Contracting Officer will be chargeable to this contract.

11.0 CONTRACT TYPE

The Government anticipates award of a Firm Fixed Price contract for services with a Time and Material CLIN for travel / ODCs.

12.0 SECURITY REQUIREMENTS

This contract requires access to Open Storage. Contract personnel shall be capable of obtaining a favorable National Agency Check (NAC) and shall maintain that status for the life of the contract, or alternatively, for the duration of this contract. Contract personnel who fail to maintain said clearance shall be immediately removed from work requiring said classification and the Project Manager or communications Manager shall notify the customer/ Contracting Officer Representative of the named personnel, the date and time of the violation noted, and a proposed replacement personnel with the appropriate clearance within 48 hours of the removal of the un-cleared/non-cleared contract employee.

12.1 Ability to Attain a Secret Security Clearance Contractor personnel performing work which requires routine physical access to government systems or facilities shall have the ability to attain a SECRET security clearance and shall maintain that clearance for the duration of performance. Contract personnel performing work at government facilities shall have access to classified information at the SECRET level. Contractors shall comply with- (1) The Security Agreement (DD Form 441), including the National Industrial Security Program Operating Manual (DOD 5220.22-M); (2) any revisions to DOD 5220.22-M, notice of which has been furnished to the Contractor. Contract personnel, such as computer programmers, working on the A2SF application who only have access to model code and aggregated count or rate data, and operate solely from the Contractor site, do not require SECRET clearance.

12.2 Access to PII for Contractors Access to PII is not allowed for Contractors without a SECRET clearance. The security requirements are in accordance with the attached DD 254.

Within five business days after the award of the contract, the Contractor shall submit a Visit Authorization Letter for personnel requiring routine access to government facilities and OF306 and proof of citizenship (for example: birth certificate or passport) for each employee performing work on this contract.

12.3 AT Level I Training This provision applies to Contractor employees with an area of performance within an Army controlled installation, facility or area. All Contractor employees, to include subcontractor employees, requiring access Army installations, facilities and controlled access areas shall complete AT Level I awareness training within 20 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 COR within 20 calendar days after completion of training by all employees and subcontractor personnel. AT level I awareness training is available at the following website: https://atlevel1.dtic.mil/at.

12.4 Access and General Protection/Security Policy and Procedures. Contractor and all associated sub-Contractors employees shall 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 identification verification requirements (FAR clause 52.204-9, Personal Identity Verification of Contractor Personnel) 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.

12.5 For Contractors Requiring Common Access Cards (CACs). 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 will 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.

12.6 For Contractors Not Requiring CACs, But Require Access to a DOD Facility or Installation. Contractor and all associated sub-Contractors employees shall comply with adjudication standards and procedures using the National Crime Information Center Interstate Identification Index (NCIC-III) and Terrorist Screening Database (TSDB) (Army Directive 2014- 05/AR 190-13), applicable installation, facility and area commander installation/facility access and local security policies and procedures (provided by government representative).

12.7 IWATCH Training. The Contractor and all associated subcontractors will brief all employees on the local iWATCH/iSALUTE program (training standards provided by the requiring activity ATO). This locally developed training will be used to inform employees of the types of behavior to watch for and instruct employees to report suspicious activity to the COR. This training will be completed within 20 calendar days after the contract is awarded and within 20 calendar days after new employees commence contract performance, with the results reported to the COR within 20 calendar days after the contract is awarded.

12.8 Contracts Requiring OPSEC Training. Per AR 530-1, Operations Security, new Contractor employees must complete Level I OPSEC training within 20 calendar days of their reporting for duty. All Contractor employees must complete annual OPSEC awareness training. Additional OPSEC Requirement. For OPSEC to be effective, all Army personnel

(Soldiers, DA civilians, Family members, and contractors) must be aware of OPSEC and understand how OPSEC complements traditional security programs. All personnel must know how to apply and practice OPSEC in the performance of their daily tasks. Commanders and equivalent leadership positions will ensure all personnel receive appropriate level OPSEC training based on their duties or position. OPSEC Level I certification training. The target audience for Level I is all personnel (which includes Soldiers, civilians, and contractors). Level I training is composed of both initial and continual awareness training.

12.9 Compliance with AR 530-1 2-1. In accordance with 530-1 2-1, All Army personnel (Soldiers, DA civilians, Family members, and contractors) must: Prevent disclosure of critical and sensitive information in any public domain to include but not limited to the World Wide Web, open source publications, and the media.

12.10 No Public Dissemination or Publication. All Army personnel (Soldiers, DA civilians, Family members, and contractors) must not publicly disseminate, or publish photographs displaying critical or sensitive information. Examples include but are not limited to Improvised Explosive Device (IED) strikes, battle scenes, casualties, destroyed or damaged equipment, personnel killed in action (KIA), both friendly and adversary, and the protective measures of military facilities.

12.11 No Public Reference or Publication. All Army personnel (Soldiers, DA civilians, Family members, and contractors) must not publicly reference, disseminate, or publish critical or sensitive information that has already been compromised as this provides further unnecessary exposure of the compromised information and may serve to validate it.

12.12 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 DOD information assurance awareness training before access to the information system and then annually thereafter. Contractor shall provide the COR written proof of active registration within 48 hours of award or post award conference.

12.13 OPSEC Standing Operating Procedure/Plan. The Contractor will develop an OPSEC standing operating procedure (SOP)/plan within 45 calendar days after the contract is awarded, to be reviewed and approved by the responsible Government OPSEC officer, according to AR 530-1. 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 will identify an individual who will be an OPSEC coordinator. The Contractor will ensure this individual becomes OPSEC Level II certified according to AR 530- 1.

12.14 For Information Assurance (IA)/Information Technology (IT) Training. All Contractor employees and associated subcontractor employees must complete DOD Information Assurance Awareness training before issuance of network access and annually thereafter. All Contractor employees working IA/IT functions must comply with DOD and Army training requirements in DODD 8570.01, DOD 8570.01-M, and AR 25-2 within 4 months after being employed.

For Information Assurance (IA)/Information Technology (IT) Certification.

According to DFARS 252.239.7001, DOD 8570.01-M, and AR 25-2, Contractor employees supporting IA/IT functions will be appropriately certified on contract award date. The baseline certification as stipulated in DOD 8570.01-M must be completed on contract award date.

12.15 For Contracts That Require Handling/Access to Classified Information. The Contractor will comply with FAR Clause 52.204-2. This clause applies to the extent that this contract involves access to information classified "Confidential," "Secret," or "Top Secret." The Contractor shall comply with (1) the Security Agreement (DD Form 441), including the National Industrial Security Program Operating Manual (DOD 5220.22-M), and (2) any revisions to that manual, notice of which has been furnished to the Contractor. If, subsequent to the date of this contract, the security classification or security requirements under this contract are changed by the Government and if the changes cause an increase or decrease in security costs or otherwise affect any other term or condition of this contract, the contract shall be subject to an equitable adjustment as if the changes were directed under the Changes clause of this contract. The Contractor agrees to insert terms that conform substantially to the language of this clause, including this paragraph (d) but excluding any reference to the Changes clause of this contract, in all subcontracts under this contract that involve access to classified information.

12.16 Security Clearances. At the time of award, the contractor shall have the appropriate Top Secret or Secret security clearances for the employees as required by the Work Assignment they will work under on this contract. Affected employees must have a current investigation in place or being processed for a periodic reinvestigation. A Department of Defense Contract Security Classification Specification (DD Form 254) shall be issued by the Contracting Officer to the contractor at the time of contract award (FAR 4.403) c) (1)). The contracting officer shall also provide a copy to the Defense Security Service (DSS) and the COR. In accordance with DOD Manual 5200.22M, Industrial Security Manual for Safeguarding Classified Information, the Contractor shall have a Facility Clearance issued by DSS.

12.17 Contracting Officer Representative (COR). The COR will be identified by 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, and specifications; monitor Contractor's performance and notify both the Contracting Officer and Contractor of any deficiencies;

coordinate availability of government furnished property; 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, and estimates or changes in delivery dates.

12.18 Data Rights and Public Disclosure. 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, and product passwords, usernames and codes to facilitate the use of products 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 shall not be used for any other purpose. This right does not abrogate any other Government rights. Public disclosure of information derived from or knowledge gained as a result of work under this contract whether by press release, word of mouth, written correspondence or any other means is prohibited without the advance written consent of the Contracting Officer. Request for authority to release such information must be made in writing and submitted by the Contractor to the Contracting Officer. This applies to the

Contractor and any sub-contracts hereunder relating to performance of work under this contract.

Organizational Conflict of Interest. The 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 (within 24 hours of the event) 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 and 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.

13.0 Definitions.

Contractor. 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.

13.1 Proprietary Information (Federal Acquisition Regulation (48 CFR 27.402 Policy). The term "proprietary information" for purposes of this clause means any information considered so valuable that the owners classify the information and licenses as secret. The Government can furnish non-proprietary information without limitations on its use, or which is available without restrictions from other sources. There is no general definition for proprietary information in the

U.S. legal code. The Federal Acquisition Regulation (48 CFR 27.402 Policy) does, however, provide a definition as follows:

"…contractors may have a legitimate proprietary interest (e.g., a property right or other valid economic interest) in data resulting from private investment. Protection of such data from unauthorized use and disclosure is necessary in order to prevent the compromise of such property right or economic interest, avoid jeopardizing the contractor’s commercial position, and preclude impairment of the Government’s ability to obtain access to or use of such data."

Marking Proprietary Information. Effective enforcement of laws governing unauthorized disclosure of proprietary information generally requires that this information be clearly identifiable through appropriate markings. The nature of these markings is left to the discretion of the company.

13.3 Purpose of OCI Clause

Establishing the Ground Rules for Future Competition. The Contractor does not obtain an unfair competitive advantage by establishing the ground rules for a future competition.

Bias Due to Present or Future Interests. 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.

Access to Non-Public or Proprietary Information. The Contractor does not obtain an unfair competitive advantage by virtue of its access to non-public or proprietary information belonging to others.

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

Biased Ground Rules. This type of conflict may arise in situations where a company sets the 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.

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.

13.4 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.

13.5 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 KO 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.

Specific Constraints. The Contractor agrees that if it provides, under a contract or contract/task order or 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).

Prohibition as Prime Contractor, Subcontractor or Consultant. 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 contract/task order or delivery order, cannot furnish these items, either as a prime Contractor, a Subcontractor or as a consultant. (FAR 9.505-2).

Limitations of Contractor Evaluations and Advisements. 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).

Requirement to Protect Proprietary Information of Other Organizations. 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. The contracting officer shall obtain copies of these agreements and ensure that they are properly executed.

Contractor Agreement to Protect. 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.

13.6 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. Contractor personnel shall sign a nondisclosure agreement before starting work under the contract. Failure to comply with this clause shall is an adequate cause for removal of a Contactor employee from employment. The Contractor’s employment contracts with their employees shall include a provision to provide for the removal under these conditions.

Additionally, Non-Disclosure Agreements (NDAs) shall be signed and submitted prior to the beginning of all teleconferences and in person conferences by all parties present.

13.7 Requirement of Contractor Employee 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 US Government.

13.8 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 substitute the word "Consultant" or "Subcontractor" for the word "Contractor" whenever the latter appears.

13.9 Contractor Team Arrangement (CTA). A Contractor Team Arrangement (CTA) is an arrangement in which two or more contractors team together to provide a total solution to meet a customer's needs. Under Schedule CTAs, contractors complement each other and it allows teams to compete for orders for which they may not qualify independently. NOTE: FAR 9.6, Contractor Team Arrangements, does not apply to GSA Schedules teaming. Under GSA Schedules, Teaming allows contractors to use their individual GSA Schedules to develop a solution for the government. The Schedules CTA does not create a separate legal entity, but allows Schedule contractors to meet buyer’s requirements by combining the supplies and/or services from each team member’s separate Schedule contract in response to a buyer’s Request for Quote.

13.10 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.

13.11 Conflicts Involving Future Procurements. The award of this contract, task or delivery orders 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 Officer for such efforts, applying the rules, principles, and procedures of FAR Subpart 9.5 has the authority to determine whether a conflict exists in connection with such procurements.

Representations and Disclosures. The Contractor shall disclose all relevant facts to the Contracting Officer, prior to contract award, related to existence or potential existence of organizational conflict of interest as noted in FAR Subpart 9.5. The Contractor shall make a prompt and full disclosure in writing to the Contracting Officer if they discover an organizational conflict of interest or potential conflict of interest after award of this contract. The disclosure shall include a description of the action the Contractor has taken or proposes to take in order to avoid or mitigate such conflict.

Remedies and Waiver.

Remedies. 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.