B01_SPCA_(Attachment_1_DRAFT_Solicitation_140D0422R0016)_1.docx

Solicitation 140D0422R0016 Performance Management, Evaluation, and Learning Services (PMELS)

IDIQ

SET-ASIDE: Functional Areas (FA) 2, 3 and 5 are set-aside 100% for small businesses.

Functional Area (FA)

PERFORMANCE INFORMATION:

This is a commercial multiple award Indefinite Delivery, Indefinite Quantity (IDIQ) contract.

The Government anticipates awarding five (5) contracts per FA. However, this number is not binding, and a greater or lesser number may be awarded at the Government’s discretion.

A contractor selected for award under more than one FA, will only be awarded one contract with the FAs identified in the award. The guaranteed minimum for this requirement is $1,000 per awardee and is applicable ONLY to the basic ordering period. There is no guaranteed minimum applicable to any task orders issued during any option period. A task order will be separately awarded under this requirement to satisfy the guaranteed minimum. A contractor selected for award in multiple FAs will only receive the stated $1,000 minimum guarantee.

The program ceiling for all contracts and task orders awarded as a result of this contract is $150M. This IDIQ will have a five (5) year ordering period comprised of a base ordering period of two (2) years, with three (3) 1-year option periods.

The Statement of Work (SOW) provided at Attachment 1 sets forth the description of services that may be ordered under this IDIQ.

CONTRACT ADMINISTRATION OF MASTER CONTRACTS

a. In no event shall any understanding or agreement, change or other matter in deviation from the terms of this contract between the contractor and a person other than the Interior Business Center (IBC) Acquisition Services Directorate (AQD), Contracting Officer (CO) be effective or binding upon the Government. All such actions must be formalized by a proper contractual document executed by the CO.

b. The CO is as follows:

Mrs. Stephanie McCullough, 703-972-5862, stephanie_mccullough@ibc.doi.gov

c. The Contract Specialist (CS) is as follows:

Ms. Jacqueline Hernandez, 703-964-5333, jacqueline_hernandez@ibc.doi.gov

d. Changes in the CO or CS will be made by written modification.

e. All contract administration associated with individual task orders will be performed by the Contracting Officer (CO) and Contract Specialist (CS) issuing the task order, unless otherwise designated.

SOLICITATION DOCUMENTS, EXHIBITS, AND ATTACHMENTS

The following documents are attached and made part of this solicitation.

GENERAL CONTRACT TERMS AND CONDITIONS

1.1 Ordering Period of Performance

The total ordering period for the IDIQ contract awards shall be for a base period of two (2) years, with three (3), 1-year option periods. The IDIQ also includes Federal Acquisition Regulation (FAR) 52.217-8, Option to Extend Services, which could extend the contract up to six (6) months.

1.2 Task Order (TO) Period of Performance

The terms for each TO placed under the IDIQ contract shall be specified in the individual TO. Under no circumstances may a new TO be placed under the IDIQ contract if the IDIQ contract is not in effect, has expired, has been cancelled, or has been terminated.

1.3 Place of Performance

Place of performance will be identified on each Task Order Request for Proposal (TORFP). It is anticipated that most of the work will be performed at the contractor site.

The Contractor is authorized to enable Contractor staff to telework when onsite presence is not required. The Contractor shall provide adequate oversight of work products to ensure contract adherence. Contractors shall have formal telework policies in place by their employer if telework is employed. Telework arrangements on individual orders shall be requested and approved by the COR and the Contractor’s Project Manager prior to beginning a telework assignment. All telework shall be billed as if working onsite at the Government facility. See the Telework During a Government Closure clause for more information on telework.

1.4 Hours of Work

The DOS normal Government business hours are from 8:00 a.m. to 5:00 p.m. Eastern Standard Time, Monday through Friday, exclusive of Government holidays. Specific working hours, time zones, and location of work will be defined within Task Orders.

1.5 Government Holidays

The following Government holidays are normally observed by Government personnel: New Year's Day, Martin Luther King’s Birthday, Presidential Inauguration Day (metropolitan DC area only), George Washington’s Birthday, Memorial Day, Juneteenth National Independence Day, Independence Day, Labor Day, Columbus Day, Veteran’s Day, Thanksgiving Day, Christmas Day, and any other day designated by Federal Statute, Executive Order, Presidential Proclamation, or any other kind of administrative leave such as acts of God (i.e., hurricanes, snowstorms, tornadoes, etc.), Presidential funerals, or any other unexpected Government closures.

1.6 Travel

Travel may be required by the Contractor outside the contiguous United States. Travel arrangements will be determined based on the most cost efficient and effective method for reaching the desired result.

Both local travel and long-distance travel may be required. The Contractor will provide all necessary logistical support, including travel arrangements (with required security clearances and visas), computer support, team planning facilitation and report editing and dissemination. The Contractor is required to maintain central management and oversight of the TOs awarded under the contract. The Contractor’s IDIQ Manager shall be the individual bearing primary responsibility for technical aspects of contract performance and, unless otherwise identified, will serve as the point of contact (POC) with the Department’s IDIQ POC or TO COR. All travel will require written prior COR approval and must be billed in accordance with FAR 31.205-46 and other Government mandates and directives.

The COR must approve, in advance, any Contractor attendance at applicable seminars, conferences, etc., or Contractor coordination of professional meetings pertaining to this project.

SECURITY ISSUES: The Department of State (DOS) will work closely with the contractor to review the latest DOS Travel Advisory Notices to access risk in areas of concern. Where the TO requires visiting countries that are of concern, the IDIQ Manager shall coordinate with the Contracting Officer’s Representative (COR) as follows:

· Where the contractor has determined the company has appropriate security to manage fieldwork, travel would proceed with COR approval.

· Where contractors’ express concerns, the concerns should be documented by a security analyst and provided to the COR with a request to substitute an alternate country that will meet the intent of the TO or perform remote work.

· Where the COR agrees with the contractors concerns and recommendation, the matter will be resolved between the COR and the Contractor’s IDIQ Manager. Where there is disagreement, the issue shall be raised to the CO for resolution.

If security issues are affecting the contractor’s ability to meet timelines and/or to substantially accomplish the goals and objectives established under this Contract, then the recipient must contact the DOS immediately and the CO in writing.

· INTERNATIONAL TRAVEL AND THE FLY AMERICA ACT:

The Fly America Act (49 U.S.C. 40118) requires that all air travel and shipments under this Contract must be made on U.S. flag air carriers to the extent service by such carriers is available or reasonably available, as applicable. The Administrator of the General Services Administration (GSA) is authorized to issue regulations to implement the Act. Those regulations may be found at 41 CFR Part 301, and are hereby incorporated by reference into this Contract.

· INTERNATIONAL AIR TRAVEL AND TRANSPORTATION:

In accordance with OMB Cost Principles, direct charges for foreign travel costs are allowable only when each foreign trip has received prior budget approval by the DOS COR. Such approval will be deemed to have been met when the trip information below is provided to and approved by the COR: the number of trips, the number of individuals per trip, and the destination country(s).

Travel, if required, will be determined at the TO level, and will require approval by the COR in advance of travel commencement.

1.7 Ombudsman

In accordance with FAR 16.505(b)(8), an ombudsman will be designated at time of award to ensure all contractors are afforded a fair opportunity to be considered for award, consistent with procedures in the contract.

1.8 Ordering Procedures

All work under this IDIQ shall be performed in accordance with TO(s) issued by the ordering activity CO. The terms and conditions of this IDIQ shall have precedence over the order(s). In no event shall the issued TO imply authorization to exceed or change the IDIQ terms and conditions.

a) TOs may be placed by any appropriately warranted IBC-AQD, CO, subject to the limits of the IDIQ by issuance of an TO Request for Proposal. The TO RFP for the work to be performed will contain an individual SOW or Performance Work Statement (PWS) that will be within the scope of the IDIQ SOW.

b) The RFP will include:

· The services to be performed identified in SOW or PWS;

· RFP Identifier;

· Task order type, Labor Hour (LH) or Firm Fixed Price (FFP);

· Submission Contents (i.e. Technical, Price, etc);

· The basis upon which the selection will be made;

· TO Proposal due date;

· Other instructions as needed.

c) Contractors shall use the labor categories proposed on the IDIQ contract to prepare TO proposals. TO proposal shall not exceed the established IDIQ rates identified in Attachment 8 – IDIQ Pricing Sheet. The IDIQ holder is encouraged to provide additional discounts at the TO level from their IDIQ rates.

d) Evaluation of TO proposals. Proposals received will be evaluated based on the terms included in the TO RFP.

e) TOs may be issued on an OF 347 or an SF 1449.

f) COs who sign each task order issued under this IDIQ will be responsible for resolving any and all issues related to their perspective IDIQ TOs with the contractor.

1.9 Fair Opportunity

All TOs must follow the Fair Opportunity procedures specified in FAR 16.505(b).

1.10 Order Duration

Any TO issued during an active period of performance may extend beyond the IDIQ ordering period. This means option periods on current TOs can be exercised even if the IDIQ is no longer available for new orders. TOs may extend up to 5 years beyond the last day of the final IDIQ period of performance.

1.11 Maximum Contract Value

The total maximum quantity of all services under the awarded IDIQ contracts shall not exceed $150 Million. The ceiling will be shared amongst all IDIQ contracts across the five functional areas.

1.12 Documentation Approval

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

1.13 Personnel Requirement

The Contractor shall be responsible for managing is responsible for providing personnel with the necessary level of expertise to support the task activities and requirements in the resultant TO SOW. Contractor personnel shall be trained, qualified, and certified under the requirements specified in this contract, and be given full knowledge of the requirements of this contract before starting work.

1.14 Key Personnel and Replacement

Certain skilled experienced professional or technical personnel are essential for accomplishing the work to be performed. Key personnel are individuals who will be supporting this requirement in a primary capacity, to include full and part-time personnel. These individuals are defined as “Key Personnel” and are those persons whose resumes were submitted and marked by the vendor as “Key Personnel”. No substitutions shall be made of accepted key personnel except for promotion, sudden illness, death, or termination of employment. Substitutions shall only be accepted if in compliance with “Substitution of Key Personnel” provision identified below.

1.15 Key Personnel Designation

For the purpose of the overall performance of this effort, the contractor’s IDIQ Manager shall be designated as a key person. The IDIQ Manager shall be the primary technical and managerial interface between the contractor and CO and the COR. The name of this person, and an alternate or alternates, who shall act for the contractor when the IDIQ Manager is absent, shall be designated in writing to the CO. The IDIQ Manager or alternate shall have full authority to act for the contractor on all contract matters relating to daily operations. The IDIQ Manager or alternate must be available during normal duty hours, as specified in paragraph 1.4 of the General Contract Terms and Conditions, and meet with Government personnel within 2 work days to discuss problems.

The contractor’s IDIQ Manager shall meet with the CO/COR as necessary to maintain satisfactory performance and to resolve other issues pertaining to Government/contractor procedures. At these meetings, a mutual effort will be made to resolve any and all problems identified. Written minutes of these meetings should be prepared by the contractor, signed by the contractor’s designated representative, and furnished to the Government within two (2) workdays of the subject meeting.

The Project Manager and alternate(s) must be able to read, write, speak, and understand English.

1.16 Substitution of Key Personnel

All Contractor requests for approval of substitutions hereunder shall be submitted in writing to the COR and the CO at least thirty (30) calendar days in advance of the effective date, whenever possible, and shall provide a detailed explanation of the circumstances necessitating the proposed substitution, a complete resume for the proposed substitute, and any other information requested by the CO necessary to approve or disapprove the proposed substitution. Proposed substitutes should have comparable qualifications to those of the person(s) being replaced. The COR and the CO will evaluate such requests and promptly notify the Contractor of approval or disapproval in writing. The Contractor shall not divert or otherwise replace any key personnel without the written consent of the CO.

1.17 Contractor Personnel

The Contractor shall be responsible for managing and overseeing the activities of all Contractor personnel, as well as subcontractor efforts used in performance of this effort. The Contractor's management responsibilities shall include all activities necessary to ensure the accomplishment of timely and effective support performed in accordance with the requirements contained in the requirement. Resumes submitted for employees assigned to perform under this requirement shall contain documented experience directly applicable to the functions to be performed. Further, these prior work experiences shall be specific and of sufficient variety and duration that the employee is able to effectively and efficiently perform the functions assigned.

1.18 Contractor Interfaces

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

The Contractor shall work closely with other DOS contractors to implement procedures to ensure open, timely, and effective communication, information exchange, and reporting among the Contractors and the Government. These procedures shall be submitted to DOS management for review and comment, and the final version agreed upon by all parties.

1.19 Contractor Identification

Contractor personnel shall present a neat appearance and be easily recognized as Contractor employees by wearing a Security Identification Badges at all times while on Government premises. When Contractor personnel attend meetings, answer phones, and work in other situations where their status is not obvious to third parties, they must identify themselves as such to avoid creating the impression that they are Government employees.

1.20 Non-Personal Services Contract

This is a “non-personal services” contract, it is therefore, understood and agreed that the contractor and/or the contractor’s employees shall: (1) perform the services specified herein as independent contractors, not as employees of the government; (2) be responsible for their own management and administration of the work required and bear sole responsibility for complying with any and all technical, schedule, or financial requirements or constraints attendant to the performance of this contract; (3) be free from supervision or control by any government employee with respect to the manner or method of performance of the services specified; and (4) pursuant to the government’s right and obligation to inspect, accept or reject the work, comply with such direction of the Contracting Officer; or the duly authorized representative as is necessary to ensure accomplishment of the contract objectives. The contractor shall include this language in all subcontracts for contractor support services under this contract.

1.21 Homeland Security Presidential Directive 12: Policy for a Common Identification Standard for Federal Employees and Contractors (HSPD-12) The Contractor shall comply with agency personal identity verification procedures identified in individual Orders that implement Homeland Security Presidential Directives-12 (HSPD-12); OMB guidance M-05-24; Federal Information Processing Standards Publication (FIPS PUB) number 201; and GSA HSPD-12, Personal Identity Verification- I, Standard Operating Procedure (SOP).

1.22 Rights in Data

The Contractor agrees that upon completion (or termination with or without cause) of this Contract, it shall have no property or possessory rights to any of the correspondence, files, or materials of whatever kind or description, or any copies or duplicates of such, whether developed or prepared by it or furnished to it by the Government in connection with the performance of this Contract; and that upon demand it shall surrender immediately to the Contracting Officer such items, matters, materials, and copies.

The Contractor shall not provide any Government documents, information or licensed material in any form to sources not authorized by the Government, during or after performance of this Contract, without the written approval of the COR.

All data/information first produced as a result of performing task assignments under this Contract shall become the Federal Government’s property and the Contractor shall surrender any and all rights to its ownership. To this end, the Contractor hereby agrees to accept the terms and conditions of Federal Acquisition Regulation (FAR) clause 52.227-17, Rights in Data – Special Works (Dec 2007) which is incorporated into this Contract by reference.

1.23 Release of Information

No news release (including photographs and films, public announcements, denial or confirmation of same) on any part of the subject matter of this effort or any phase of any program hereunder shall be made without the prior written approval of the Contracting Officer.

The Contractor is prohibited from releasing to any source, other than the sponsoring activity, any interim, draft and final reports or information pertaining to services performed under this contract unless approved by the Contracting Officer. Furthermore, the Contractor shall insure that the cover of all interim, draft and final reports contain the following statement: "The view, opinions, or findings contained in this report are those of the author(s) and should not be construed as an official Government position, policy or decision, unless so designated by other documentation."

There shall be no dissemination or publication, except within and between the Contractor and any subcontractors, of information developed under this contract or contained in the reports to be furnished pursuant to this effort without prior written approval from the Contracting Officer.

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

The Contractor agrees to assume responsibility for protecting the confidentiality of Government records, which are not public information. Each Contractor or employee of the Contractor to whom information may be made available or disclosed shall be notified in writing by the Contractor that such information may be disclosed only for a purpose and to the extent authorized herein.

1.24 Disclosure of Information

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

The Contractor agrees to assume responsibility for protecting the confidentiality of Government records, which are not public information. Each Contractor or employee of the Contractor to whom information may be made available or disclosed shall be notified in writing by the Contractor that such information may be disclosed only for a purpose and to the extent authorized herein.

1.25 Data, Data Rights, and Computer Software

Notwithstanding any other clause concerning data, data rights and computer software and hardware under this contract, all data and source code produced, recorded, transferred, or manipulated under this contract will remain the exclusive property of the Government, irrespective of the manner or method of recording or storage and no matter what form of computer mechanism is used in the processing of said information or data. The Government will retain exclusive rights and domain over any by-product produced under this contract, or any other use of the data produced under this contract by either plan or accident.

1.26 Limited Use of Data

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

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

1.27 Government Furnished Equipment (GFE)

For work performed in the Government’s facilities, the Government shall provide the Contractor with Government workspace, IT equipment, software, and access to information required to successfully perform the work requirements.

Contractor employees shall be directly responsible for the care, use, safeguarding, and accounting for the Government property issued to him/her. The equipment issued shall be applicable to DOS policies and used only for authorized Government purposes and not be used for personal use.

1.28 Electronic Invoicing and Payment Requirements – Internet Payment Platform (IPP) Payment requests must be submitted electronically through the U.S. Department of the Treasury's Invoice Processing Platform System (IPP).

"Payment request" means any request for contract financing payment or invoice payment by the Contractor. To constitute a proper invoice, the payment request must comply with the requirements identified in the applicable Prompt Payment clause included in the contract, or the clause 52.212-4 Contract Terms and Conditions - Commercial Products and Commercial Services included in commercial item contracts. The IPP website address is: https://www.ipp.gov.

Under this contract and Task Orders, the following documents are required to be submitted as an attachment to the invoice.

Invoices shall include, as a minimum, the following information:

· Contractor name

· Contractor address

· IDIQ Contract No.

· Task Order No.

· Invoice date and number

· Billing Period for the services performed

· Labor Category, if applicable

· Labor Rate, if applicable

· Labor Total, if applicable

· Travel/ODC Total, if applicable

· Firm Fixed Price Deliverable description or payment schedule number

If an invoice includes travel, the written approval from the COR to travel must be included as an attachment. Travel invoiced must include the name of the traveler, travel itinerary, purpose of travel, and any other documentation requested by the COR/CO. The contractor will be reimbursed for actual, allowable, allocable, and reasonable travel costs incurred during performance in accordance with the Federal Travel Regulations currently in effect on date of travel. Receipts are required for all lodging and any expenditure submitted for Government reimbursement.

Invoices shall be submitted no later than the 15th day of the month following the invoice billing period.

Additional supporting documentation MAY BE REQUESTED at the discretion of the COR or Contracting Officer.

PAYMENT:

a. Payments under this order will be due 30 calendar days after the date of actual receipt of proper invoice in the office designated to receive the original invoice or final acceptance of the goods or services, whichever is later.

b. The date of the check issued in payment or the date of payment by wire transfer through the Treasury Financial Communications System shall be considered to be the day payment is made.

The Contractor must use the IPP website to register access and use IPP for submitting requests for payment. The Contractor Government Business Point of Contact (as listed in SAM) will receive enrollment instructions via email from the Federal Reserve Bank of Boston (FRBB) prior to the contract award date, but no more than 3 - 5 business days of the contract award date.

Contractor assistance with enrollment can be obtained by contacting the IPP Production Helpdesk via email ippgroup@bos.frb.org or phone (866) 973-3131.

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

NOTE: For a Time-and-Materials (T&M) or Labor-Hour (LH) order(s), a release of claims must be submitted prior to final payment in accordance with FAR 52.212-4 Alt 1. It is recommended that you submit this with your final invoice.

1.29 Notice to Contractors – Contractor Performance Assessment Reporting System

a) FAR 42.1502 directs all Federal agencies to collect past performance information on contracts. The Department of the Interior (DOI) has implemented the Contractor Performance Assessment Reporting System (CPARS) to comply with this regulation. One or more past performance evaluations will be conducted in order to record your contract performance as required by FAR 42.15.

b) The past performance evaluation process is a totally paperless process using CPARS. CPARS is a web-based system that allows for electronic processing of the performance evaluation report. Once the report is processed, it is available for Government use in evaluating past performance as part of a source selection action.

c) We request that you furnish the Contracting Officer (CO) with the name, position title, phone number, and email address for each person designated to have access to your firm's past performance evaluation(s) for the contract no later than 30 days after award. Each person granted access will have the ability to provide comments in the Contractor portion of the report and state whether or not the Contractor agrees with the evaluation, before returning the report to the Assessing Official (AO). Information in the report must be protected as source selection sensitive information not releasable to the public.

d) When your Contractor Representative(s) are registered in CPARS, they will receive an automatically generated email with detailed login instructions. Further details, systems requirements, and training information for CPARS is available at https://www.cpars.gov/.

e) Within 60 days after the end of a performance period, the AO will complete an interim or final past performance evaluation, and the report will be accessible at https://www.cpars.gov/.

1) Contractor Representatives may then provide comments in response to the evaluation, or return the evaluation without comment.

2) Your comments should focus on objective facts in the AO's narrative and should provide your views on the causes and ramifications of the assessed performance.

3) All information provided should be reviewed for accuracy prior to submission.

4) If you elect not to provide comments, please acknowledge receipt of the evaluation by indicating "No comment" in the space provided, and then selecting “Accept the Ratings and Close the Evaluation”.

5) Your response is due within 60 calendar days after receipt of the CPAR. On day 15, the evaluation will become available in CPARS marked as “Pending” with or without comments and whether or not it has been closed.

6) If you do not sign and submit the CPAR within 60 days, it will automatically be returned to the Government and will be annotated: "The report was delivered/received by the contractor on (date). The contractor neither signed nor offered comment in response to this assessment."

f) The following guidelines apply concerning your use of the past performance evaluation:

1) Protect the evaluation as source selection information. After review, transmit the evaluation by completing and submitting the form through CPARS. If for some reason you are unable to view and/or submit the form through CPARS, contact the CO for instructions.

2) Strictly control access to the evaluation within your organization. Ensure the evaluation is never released to persons or entities outside of your control.

3) Prohibit the use of or reference to evaluation data for advertising, promotional material, pre-award surveys, responsibility determinations, production readiness reviews, or other similar purposes.

g) If you wish to discuss a past performance evaluation, you should request a meeting in writing to the CO no later than seven days following your receipt of the evaluation. The meeting will be held in person or via telephone or other means during your 60-day review period.

h) A copy of the completed past performance evaluation will be available in CPARS for your viewing and for Government use supporting source selection actions after it has been finalized.

1.30 Notice to Contractors

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

· Technical correspondence (where technical issues relating to compliance with the requirements herein) shall be submitted in writing via email addressed to the IDIQ COR with an information copy to the CO and the CS.

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

1.30 Conflict of Interest, Organizational and Consultant Conflicts of Interest It is the Department of Interior’s policy to avoid situations in the procurement process where, by virtue of work or services performed for DOI, or as the result of data acquired from DOI, or from industry, a particular company:

a) Is given unfair competitive advantage over the companies in respect to future DOI business;

b) Is placed in a position to affect Government actions under circumstances in which there is danger that the company’s judgment may be biased; or

c) Otherwise finds that a conflict exists between the performance of work or devices for Government in an impartial manner and the company’s self-interest.

d) If the contractor has reason to believe that a task assigned by the CO or a task being performed by the contractor violates this policy; the contractor shall promptly notify the CO and state the reasons why a conflict of interest exists or may appear to exist. After receiving such notice, the Contracting Officer shall promptly inform the Contractor whether it should begin, or continue, the assigned task.

Organizational and Consultant Conflicts of Interest.

a) It is recognized by the parties hereto that the effort performed by the contractor under this contract is of a nature that it creates a potential organizational conflict of interest as contemplated under FAR Subpart 9.5.

b) In the performance of this contract, the contractor may have access to data which is procurement sensitive or is proprietary to other companies, Government consultants or advisors, or the Government. The contractor agrees that it will not utilize such procurement sensitive or proprietary data in performance of future competitive contracts, for studies in the same field. The contractor further agrees not to act as a subcontractor or consultant to any other prime contractor or subcontractor seeking to utilize such data.

The contractor agrees to insert provisions which shall conform substantially to the language of paragraphs a) and b) in every first-tier subcontract or consultant agreement for performance of any portion of this requirement.

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

The contractor agrees that if an actual or potential organizational conflict of interest is discovered after award, the contractor will make a full disclosure in writing to the CO. This disclosure shall include a description of actions which the contractor has taken or proposes to take, after consultation with the CO, to avoid, mitigate, or neutralize the actual or potential conflict.

Remedies – The CO may terminate this contract action for convenience, in whole or in part, if it deems such termination necessary to avoid an organizational conflict of interest. If the contractor was aware of a potential conflict of interest prior to award and did not disclose or misrepresented relevant information to the CO, the Government may terminate the contract for cause or default, debar the contractor from Government contracting, or pursue such other remedies as may be permitted by law or this contract.

1.31 Confidentiality and Non-Disclosure Agreement (NDA) Forms All information regarding the work products developed and made available to the contractor under the task order must be regarded as sensitive information by the contractor and not b disclosed or used in any other way than on the performance of this order to anyone outside the contractor’s organization without the written permission of the Government. All contractor personnel shall sign a non-disclosure agreement and organizational conflict of interest (OCI) certification. The contractor shall take all reasonable precautions not to divulge information about the requirement and/or use this information for the contractor’s gain and shall not divulge any information to any other organization without written permission from the Government. Non-Disclosure Agreement (NDA) (Attachment 10) and Organizational Conflict of Interest (OCI) Certifications (Attachment 11) are required. The contractor shall not strike out any content within the OCI or NDA. If the contractor resource is unable to accept any of the terms in the OCI and/or NDA, the contractor resource shall NOT be approved to perform under this contract.

1.32 Telework During a Government Closure

During a period of Government closure, a Contractor employee with a Government-furnished (i.e., Government-issued) or approved computer/laptop may telework from home or some other alternate work location (including the Contractor’s facility) that is not a “Federally-controlled facility”, provided that approval has been received from the Contracting Officer’s Technical Representative (COR) or the Contractor’s Employee Project Manager. Since teleworking will be authorized only as a short-term remedy to an emergency situation, the Contractor agrees that there will be no additional charges to the Government.

Each Contractor employee authorized to telework shall comply with all of the following conditions:

· Use either (1) only a temporary Government-furnished computer/laptop with all necessary software and hardware when teleworking from home or some other alternate work location, or (2) an approved computer by either the COR or the Contractor’s Employee IDIQ Manager satisfying the most recent contract computer security requirements.

· Perform services under this SOW as a teleworker and understand that the teleworking arrangement is a work alternative that must be requested and approved by the COR and the Contractor’s Employee IDIQ Manager prior to beginning a telework assignment.

· Retain the same duties, obligations, and responsibilities assigned under this acquisition without change throughout the telework schedule.

· Maintain the teleworker’s work schedule and meet the terms agreed upon with the Contractor’s Employee IDIQ Manager.

· Develop an effective communications strategy with the Contractor’s Employee IDIQ Manager and work group, such that, for example, meetings can be attended using teleconferencing technology.

· Designate the Contractor employee’s home or some other alternate work location as the Contractor employee’s official telework location, subject to approval by the Contractor’s Employee IDIQ Manager.

· Protect the Contractor employee’s approved telework location from hazards and danger that could affect the Government-furnished equipment and the teleworker.

· Acknowledge that teleworking is not an entitlement and may be terminated by the COR or the Contractor’s Employee IDIQ Manager at any time.

· Restrict the use of any Government-furnished equipment, software, data, and supplies located at the Contractor employee’s approved telework location to the sole use of conducting Government business.

· Return any Government-furnished telework equipment, software, data, and supplies upon termination of the telework assignment or upon separation from this acquisition for any reason.

· Immediately notify the Contractor’s Employee IDIQ Manager of any equipment malfunction and the impact of the malfunction upon the teleworker’s ability to continue the telework assignment; and obtain instructions from the Contractor’s Employee IDIQ Manager about working at another alternate work location.

· Be responsible for the maintenance and repair of all the teleworker’s personal property, and for maintaining appropriate insurance coverage against loss or theft for all Government-furnished equipment/supplies in the possession of the teleworker.

· Acknowledge that all work products, including documents, reports, and data created as a result of the teleworker’s work-related activities are owned by the Government and shall be properly secured and returned to the Government as instructed by the Contractor’s Employee IDIQ Manager.

· Acknowledge receipt and compliance with the Department of State’s Telework Policy.

· Acknowledge that the Contractor employee’s approved telework location is considered an extension of the Contractor’s worksite.

· Acknowledge that attending to personal comfort needs is not considered official duties.

· Report as soon as possible to the Contractor’s Employee IDIQ Manager any job-related accident during the Contractor employee’s telework schedule. If injured in the course of performing official duties at the approved telework location during the approved telework schedule, the teleworker shall be governed by Workman’s Compensation through the Contractor.

Under circumstances other than a Government closure, the COR or the Contractor’s IDIQ Manager may authorize a Contractor employee to telework under the above conditions.

1.33 Continuity of Operations During a Government Closure

The Contractor shall submit a plan entitled Continuity of Operations During a Government Closure to the COR for approval within 5 calendar days following an instruction from the COR to do so. The plan shall sufficiently specify what work tasks would be performed at non-Government location(s) (i.e., not a “Federally-controlled facility”) during a closure and which Contractor employees would be authorized to telework under the TELEWORK DURING A GOVERNMENT CLOSURE provision of this acquisition.

The Contractor shall implement its approved Continuity of Operations During a Government Closure plan when directed by the COR.

1.34 Clauses

FAR 52.252-2 Clauses Incorporated by Reference (Feb 1998) This contract incorporates one or more clauses by reference, with the same force and effect as if they were given in full text. Upon request, the Contracting Officer will make their full text available. Also, the full text of a clause may be accessed electronically at this address: http://acquisition.gov/far/index.html;

CLAUSES INCORPORATED BY REFERENCE

CLAUSES INCORPORATED BY FULL TEXT

FAR 52.204-21 Basic Safeguarding of Covered Contractor Information Systems (Nov 2021)

(a) Definitions. As used in this clause— Covered contractor information system means an information system that is owned or operated by a contractor that processes, stores, or transmits Federal contract information.

Federal contract information means information, not intended for public release, that is provided by or generated for the Government under a contract to develop or deliver a product or service to the Government, but not including information provided by the Government to the public (such as on public websites) or simple transactional information, such as necessary to process payments.

Information means any communication or representation of knowledge such as facts, data, or opinions, in any medium or form, including textual, numerical, graphic, cartographic, narrative, or audiovisual (Committee on National Security Systems Instruction (CNSSI) 4009).

Information system means a discrete set of information resources organized for the collection, processing, maintenance, use, sharing, dissemination, or disposition of information ( 44 U.S.C. 3502).

Safeguarding means measures or controls that are prescribed to protect information systems.

(b) Safeguarding requirements and procedures.

(1) The Contractor shall apply the following basic safeguarding requirements and procedures to protect covered contractor information systems. Requirements and procedures for basic safeguarding of covered contractor information systems shall include, at a minimum, the following security controls:

(i) Limit information system access to authorized users, processes acting on behalf of authorized users, or devices (including other information systems).

(ii) Limit information system access to the types of transactions and functions that authorized users are permitted to execute.

(iii) Verify and control/limit connections to and use of external information systems.

(iv) Control information posted or processed on publicly accessible information systems.

(v) Identify information system users, processes acting on behalf of users, or devices.

(vi) Authenticate (or verify) the identities of those users, processes, or devices, as a prerequisite to allowing access to organizational information systems.

(vii) Sanitize or destroy information system media containing Federal Contract Information before disposal or release for reuse.

(viii) Limit physical access to organizational information systems, equipment, and the respective operating environments to authorized individuals.

(ix) Escort visitors and monitor visitor activity; maintain audit logs of physical access; and control and manage physical access devices.

(x) Monitor, control, and protect organizational communications (i.e., information transmitted or received by organizational information systems) at the external boundaries and key internal boundaries of the information systems.

(xi) Implement subnetworks for publicly accessible system components that are physically or logically separated from internal networks.

(xii) Identify, report, and correct information and information system flaws in a timely manner.

(xiii) Provide protection from malicious code at appropriate locations within organizational information systems.

(xiv) Update malicious code protection mechanisms when new releases are available.

(xv) Perform periodic scans of the information system and real-time scans of files from external sources as files are downloaded, opened, or executed.

(2) Other requirements. This clause does not relieve the Contractor of any other specific safeguarding requirements specified by Federal agencies and departments relating to covered contractor information systems generally or other Federal safeguarding requirements for controlled unclassified information (CUI) as established by Executive Order 13556.

(c) Subcontracts. The Contractor shall include the substance of this clause, including this paragraph (c), in subcontracts under this contract (including subcontracts for the acquisition of commercial products or commercial services, other than commercially available off-the-shelf items), in which the subcontractor may have Federal contract information residing in or transiting through its information system.

(End of Clause)

FAR 52.212-5 Contract Terms and Conditions Required to Implement Statutes or Executive Orders—Commercial Products and Commercial Services (May 2022)

(a) The Contractor shall comply with the following Federal Acquisition Regulation (FAR) clauses, which are incorporated in this contract by reference, to implement provisions of law or Executive orders applicable to acquisitions of commercial products and commercial services:

a. 52.203-19, Prohibition on Requiring Certain Internal Confidentiality Agreements or Statements (JAN 2017) (section 743 of…