NPSBN_SF-30_Amendment_012.pdf

1. CONTRACT ID CODE PAGE OF PAGES

AMENDMENT OF SOLICITATION/MODIFICATION OF CONTRACT 1 27

2. AMENDMENT/MODIFICATION NO. 3. EFFECTIVE DATE 4. REQUISITION/PURCHASE REQ. NO. 5. PROJECT NO. (If applicable)

012 04/26/2016

6. ISSUED BY CODE 00004 7. ADMINISTERED BY (If other than Item 6)

CODE

Department of the Interior, Interior Business Center Acquisition Services Directorate, 381 Elden Street, Herndon, Virginia 20170

Same as block 6 Attn: Terrie L. Callahan, terrie_callahan@ibc.doi.gov 703-964-3596

8. NAME AND ADDRESS OF CONTRACTOR (No. Street, county, State and ZIP: Code) (✔) 9A. AMENDMENT OF SOLICITATION NO.

D15PS00295

To all prospective offerors x 9B. DATED (SEE ITEM 11)

01/13/2016

10A. MODIFICATION OF CONTRACT/ORDER NO.

10B. DATED (SEE ITEM 13)

CODE FACILITY CODE

11. THIS ITEM ONLY APPLIES TO AMENDMENTS OF SOLICITATIONS

The above numbered solicitation is amended as set forth in Item 14. The hour and date specified for receipt of Offers is extended, is not extended.

Offers must acknowledge receipt of this amendment prior to the hour and date specified in the solicitation or as amended, by one of the following methods:

(a) By completing Items 8 and 15, and returning one (1) copy of the amendment; (b) By acknowledging receipt of this amendment on each copy of the offer submitted;

or (c) By separate letter or telegram which includes a reference to the solicitation and amendment numbers. FAILURE OF YOUR ACKNOWLEDGMENT TO BE RECEIVED AT THE PLACE DESIGNATED FOR THE RECEIPT OF OFFERS PRIOR TO THE HOUR AND DATA SPECIFIED MAY RESULT IN REJECTION OF YOUR OFFER. If by virtue of this amendment you desire to change an offer already submitted, such change may be made by telegram or letter, provided each telegram or letter makes reference to the solicitation and this amendment, and is received prior to the opening hour and data specified.

12. ACCOUNTING AND APPROPRIATION DATA (If required)

13. THIS ITEM APPLIES ONLY TO MODIFICATIONS OF CONTRACTS/ORDERS,

IT MODIFIES THE CONTRACT/ORDER NO. AS DESCRIBED IN ITEM 14.

(✔) A. THIS CHANGE ORDER IS ISSUED PURSUANT TO: (Specify authority) THE CHANGES SET FORTH IN ITEM 14 ARE MADE IN THE CONTRACT ORDER NO. IN ITEM 10A.

B. THE ABOVE NUMBERED CONTRACT/ORDER IS MODIFIED TO REFLECT THE ADMINISTRATIVE CHANGES (such as changes in paying office, appropriation date, etc.) SET

FORTH IN ITEM 14, PURSUANT TO THE AUTHORITY OF FAR 43.103(b).

C. THIS SUPPLEMENTAL AGREEMENT IS ENTERED INTO PURSUANT TO AUTHORITY OF:

D. OTHER Specify type of modification and authority)

E. IMPORTANT: Contractor is not, X is required to sign this document and return __1__ copies to the issuing office with proposal submission .

14. DESCRIPTION OF AMENDMENT/MODIFICATION (Organized by UCF section headings, including solicitation/contract subject matter where feasible.)

The Government received additional questions relating to the Request for Proposal (RFP) identified in block 9A above. As stated in Section L.2.3, Formal Communication – Requests for RFP Clarification, “Should any request for clarification be received after the date and time stated above, the Government reserves the right not to provide an answer. “ Based on the questions received the Government made the determination it is in the best interest of the acquisition to provide answers to the questions that are attached as part of this amendment. This amendment addresses these questions and hereby makes changes to the RFP. Some of those changes are as a result of the clarification questions and are as indicated in the attached Questions and Answers. The shade method has been used to identify the lines of text/data that has changed.

Some pages are being replaced due to a shift in text only and may not reflect shading on those pages which do not have changes.

Except at provided herein, all terms and conditions of the document referenced in Item 9A or 10A, as heretofore changed, remains unchanged and in full force and effect.

15A. NAME AND TITLE OF SIGNER (Type or print) 16A. NAME AND TITLE OF CONTRACTING OFFICER (Type or print)

Terrie L. Callahan

15B. CONTRACTOR/OFFEROR 15C. DATE SIGNED 16B. UNITED STATES OF AMERICA 16C. DATE SIGNED

(Signature of person authorized to sign)

BY _____________________________________________

(Signature of Contracting Officer)

04/26/2016

NSN 7540-01-152-8070 30-105 STANDARD FORM 30 (REV. 10-83)

PREVIOUS EDITION UNUSABLE Computer Generated Prescribed by GSA

FAR (48 CFR) 53.243

Solicitation No. D15PS00295 – FirstNet Nationwide Public Safety Broadband Network

(NPSBN)

Questions and Answers (403 through 408) attached, page 1 through 5

Remove and replace the following RFP pages:

Section Remove Pages Insert Pages Section H H-10 H-10 Section J, Attachment J-27 N/A J-27-1 through J-27-6 Section L L-10, L-10.1, L-11, L-

16, L-17, L-19, L-20, L-26, L-28

L-10, L-10.1, L-11, L-16, L-16.1, L-17, L-17,1, L-19, L-20, L-20.1, L-26, L-28, L-28.1

All other terms and conditions remain unchanged.

Solicitation No. D15PS00295 – Section H Special Contract and Task Order Requirements

Page H-10 Amendment 012

H.14 Most Favored Customer Pricing Consideration To ensure public safety subscribers to the NPSBN pay no more than the lowest price available for any type of customer receiving broadband LTE services on Band 14 or other bands, the Contractor agrees by execution of this contract to provide a most favored customer pricing arrangement to public safety subscribers of NPSBN.

H.15 CAR 1352.227-70 Rights in Data, Assignment of Copyright

(APR 2010)

In accordance with 48 CFR 52.227–17, Rights in Data—Special Works, the Contractor agrees to assign copyright to data, including reports and other copyrightable materials, first produced in performance of this contract to the United States Government, as represented by the Secretary of Commerce.

H.16 Bankruptcy and Assurances

H.16.1 Contractor Provisions

Notwithstanding the provisions of Section I, Contract Clauses, (Termination) of this contract, and without prejudice to FirstNet’s exercise of any of its other rights under this contract, the Government will have the right, at its sole option, to terminate this contract for cause, suspend performance under this contract, or seek Further Assurances as set forth in Section H.16.5 or require other reasonable actions by the Contractor to provide FirstNet reasonable assurance of its ongoing ability to perform on a sustained and continuous basis if (i) the Contractor’s credit rating is reduced by 2 or more steps in any six-month period by any one of the major credit rating agencies, including Moody’s investors Services, Standard & Poors, or Fitch, or (ii) the Contractor breaches financial ratio covenants (such ratios to be agreed and calibrated by the Parties as condition of award) in respect of the Contractor’s liquidity, profitability and credit strength, or (iii) FirstNet otherwise has reasonable cause to doubt the Contractor’s financial stability (including concerns over the Contractor’s ability to perform its obligations under any task order consistently and in a sustained manner), or (iv) the Contractor files a petition in bankruptcy or makes a general assignment for the benefit of creditors, or the Contractor has taken any action for the purpose of entering into winding-up, dissolution, bankruptcy, reorganization, or similar proceedings analogous in purpose or effect thereto, or any such action will have been instituted against the Contractor and the Contractor will have acceded thereto or such action will not have been dismissed or stayed within sixty (60) calendar days of the institution thereof, or any order will have been made by any competent court or any resolution will have been passed for the appointment of a liquidator or trustee in bankruptcy or the Contractor will have appointed or suffered to be appointed any receiver or trustee of the whole or any material part of its assets or business.

H.16.2 Failure to Assert Right to Retain Benefits in the Event of Contractor Bankruptcy

In the event Contractor declares bankruptcy, FirstNet may retain its rights under any executory agreement under which the debtor is the licensor of a right to intellectual property pursuant to 11 U.S.C.

§ 365(n)(1)(B). Any failure of FirstNet to affirmatively notify the Contractor’s trustee of its intention to retain its rights under this contract, or any related Agreement, shall not be construed as a termination of this contract, or any related Agreement, pursuant to 11 U.S.C. § 365(n)(1)(A).

Solicitation No. D15PS00295 – Section J, Attachment J-27 Parental Guarantee Agreement

Page J-27 – 1

1 Parental Guarantee [GUARANTEE], dated as of _________ __, 20__ (this “Guarantee”), made by [COMPANY], a company organized under the laws of [JURISDICTION] (the “Guarantor”), in favor of the First Responder Network Authority on behalf of the United States Government (the “Government”).

RECITALS:

WHEREAS, [CONTRACTOR], a [ENTITY TYPE] organized and existing under the laws of [JURISDICTION] (the “Subsidiary” or “Contractor”), is a subsidiary of the Guarantor;

WHEREAS, the Subsidiary and the Guarantor are related businesses; and

WHEREAS, for the Government to make an affirmative determination of Contractor responsibility, the Guarantor is entering into this Guarantee to ensure that adequate resources are available to the Subsidiary to successfully perform the Subsidiary’s obligations under the Agreement;

NOW THEREFORE, the Guarantor agrees for the benefit of the Government as follows:

1. Defined Terms. Capitalized terms not otherwise defined herein shall have the same meanings ascribed to them in the Agreement. The following terms shall have the following meanings when used in this Guarantee:

“Agreement”: the written contract between the Government and Contractor to construct, manage, and operate the Nationwide Public Safety Broadband Network.

“Guarantor”: as defined in the preamble hereto, together with its successors and assigns (whether by way of merger, sale of capital stock, sale of assets, or otherwise).

“Person”: an individual, partnership, corporation, business trust, joint stock company, trust, unincorporated association, joint venture, governmental authority, or other entity of whatever nature.

“Taxes”: taxes imposed on the Government’s net income, or franchise taxes imposed on the Government by the jurisdiction under the laws of which it is organized or any political subdivision thereof, and including any withholding made with respect to Taxes.

2. The Guarantor hereby unconditionally and irrevocably guarantees to the Government the due and punctual performance and observance by Contractor of all its respective obligations, commitments, undertakings, warranties, indemnities, and covenants under or in connection with the Agreement (the “Obligations”), and agrees to indemnify the Government on demand against all losses, damages, costs, and expenses (including reasonable legal costs and expenses in respect of any enforcement of the Obligations and/or this Agreement) that the Government may suffer through or that may arise from any breach or failure to perform by Contractor of the Obligations. The liability of the Guarantor as aforesaid shall not be released or diminished by any alterations or modifications of terms or any forbearance, neglect, or delay in seeking performance of the Obligations thereby imposed or any granting of time for such performance or any other indulgence, provided, however, Page J-27 – 2 that the Guarantor’s Obligations under this Agreement shall be subject to any such alteration, extension of time, or other indulgence, or any waiver that may be granted.

3. If and whenever Contractor defaults in the performance of the Obligations and such default is not cured or remedied within the time limits provided after notice by the Government to Contractor (within any cure periods—howsoever described, and if any—in the Agreement) (“Default”), the Guarantor shall upon demand, which shall reasonably and briefly specify the nature and amount, if any, of the Default (the “Demand”), unconditionally perform (or procure performance of) and satisfy (or procure the satisfaction of), in accordance with the terms and conditions of the Agreement, the Obligations in regard to which such Default has been made, and so that the same benefits shall be conferred on the Government as it would have received if such Obligations had been duly performed and satisfied by Contractor. The Guarantor hereby waives any rights that it may have to require the Government to proceed first against or claim payment from Contractor, to the extent that as between the Government and the Guarantor, the latter shall be liable as principal obligor upon any aforesaid Default, as if it had entered into all the Obligations jointly and severally with Contractor.

4. This Guarantee is to be a continuing security to the Government for all the Obligations of Contractor notwithstanding any settlement of account or other matter or thing whatsoever. Except to the extent otherwise specifically contemplated herein, the Guarantor waives diligence, presentment and protest, or other notice of any kind with respect to all Obligations. This Guarantee shall be construed as a continuing guarantee of performance of all Obligations owing to the Government by Contractor under the Agreement and not a guarantee of collection.

5. This Guarantee is in addition to and without prejudice to and not in substitution for any rights or security that the Government may now or hereafter have or hold for the performance and observance of the Obligations of Contractor.

6. In the event that the Guarantor has taken or takes any security from Contractor in connection with this Guarantee, the Guarantor hereby undertakes to hold the same in trust for the Government pending discharge in full of all the Guarantor’s Obligations under or in connection with the Agreement. The Guarantor shall not, after any Demand has been made hereunder, claim from Contractor any sums that may be owing to it from Contractor or have the benefit of any set-off or counter-claim or proof against, or dividend, composition, or payment by Contractor until all sums owing to the Government hereunder or under or in connection with the Agreement have been paid in full.

7. As a separate and independent stipulation, the Guarantor agrees that any Obligations that may not be enforceable against or recoverable from Contractor by reason of:

(a) any legal limitation, disability, or incapacity of Contractor or the Guarantor;

(b) any insolvency or liquidation of Contractor;

(c) any merger, amalgamation, or other change of status of the Guarantor; or

(d) any other fact or circumstance, Page J-27 – 3 shall nevertheless be enforceable against or recoverable from the Guarantor as though the same had been incurred by the Guarantor as principal obligor in respect thereof and shall be performed or paid by the Guarantor on demand in accordance with and subject to the provisions of the Agreement.

8. Notwithstanding any other provisions of this Agreement, the Obligations and liability of the Guarantor under or arising out of this Guarantee shall not be interpreted as imposing greater Obligations and liabilities on the Guarantor than are imposed on Contractor under the Agreement.

9. This Guarantee shall remain in full force and effect and be binding upon the Guarantor and its successors and assigns, and shall inure to the benefit of the Government until all the Obligations owing to the Government and the obligations of the Guarantor under this Guarantee shall have been satisfied by performance in full.

10. The Guarantor warrants and confirms to the Government:

(a) it is duly organized and validly exists under the laws of its jurisdiction of organization and has the power and authority and legal right to own and operate its property and to conduct the business in which it is currently engaged;

(b) it has the power, authority, and legal right to execute and deliver, and to perform its Obligations under this Guarantee and has taken all necessary action to authorize its execution, delivery, and performance of this Guarantee, and this Guarantee has been duly executed;

(c) this Guarantee constitutes a legal, valid, and binding obligation of the Guarantor, enforceable in accordance with its terms, subject to the effects of bankruptcy, solvency, reorganization, moratorium, and other similar laws relating to or affecting creditors’ rights generally, general equitable principles (whether considered in a proceeding in equity or at law), and an implied covenant of good faith and fair dealing;

(d) the execution, delivery, and performance of this Guarantee will not violate or result in default in any applicable law, rule, or regulation or any judgment, order, or decree or agreement, instrument, or undertaking applicable to the Guarantor and will not result in, or require, the imposition or creation of any lien on any of its properties or revenues pursuant to any of the foregoing, in each case in any material respect;

(e) no consent or authorization of, or filing or registration with, any governmental authority, and no consent of any other Person, is required in connection with the execution, delivery, performance, validity, or enforceability of this Guarantee, other than as may have been obtained or made and is in full force and effect;

(f) there are no laws in effect in the jurisdiction in which the Guarantor is organized and principally conducts its business that limit its maximum liability, except for laws limiting the ability of the Guarantor to incur liabilities that render it insolvent, unable to pay its debts as they become due, or with insufficient or too small capital and except for laws requiring approvals, consents, authorizations, or registrations that have been obtained or made

Page J-27 – 4

(except where failure to obtain or make such approvals, consents, authorizations, or registrations would not have a material adverse effect on the ability of the Guarantor to perform its Obligations hereunder); and

(g) it is not entitled to immunity from judicial proceedings and agrees that, in the event the

Government brings any suit, action, or proceeding to enforce any Obligation or liability of the Guarantor arising, directly or indirectly, out of or relating to this Guarantee, no immunity from such suit, action, or proceeding will be claimed by or on behalf of the Guarantor.

11. It is a condition of the execution of the Agreement that the Guarantor execute and deliver this

Guarantee. The Guarantor acknowledges and agrees that the execution of the Agreement by the Contractor is in the Guarantor’s best interests. The Guarantor makes this Guarantee knowing that the Government shall rely on this Guarantee in entering into the Agreement. The Guarantor conclusively acknowledges that the Government’s reliance hereon is in every respect justifiable and the Guarantor received adequate and fair equivalent value for this Guarantee.

12. This Guarantee shall be reinstated if at any time any payment of any Obligations must be returned by the Government upon the insolvency, bankruptcy, dissolution, liquidation, or reorganization of the Subsidiary or the Guarantor.

13. The Guarantor agrees that the Obligations owing to the Government shall be paid to the Government in the currency and at the location specified in the Agreement.

14. All notices and demands to or upon the Government or the Guarantor to be effective shall conform to the notice requirements in the Agreement, provided the Government shall provide any required notice to the Guarantor at:

[ADDRESS/CONTACT]

15. Amendments in Writing; No Waiver; Cumulative Remedies.

(a) Except as otherwise provided herein, none of the terms or provisions of this Guarantee may be waived, amended, supplemented, or otherwise modified except by a written instrument executed by the Guarantor and the Government.

(b) The Government shall not by any act (except by a written instrument pursuant to Section 15(a)) or by any delay, indulgence, or omission be deemed to have waived any right or remedy hereunder. No failure to exercise, nor any delay in exercising on the part of the Government, any right, power, or privilege hereunder shall operate as a waiver thereof. No single or partial exercise of any right, power, or privilege hereunder shall operate as a waiver thereof. No single or partial exercise of any right, power, or privilege under this Guarantee shall preclude any other or further exercise thereof or the exercise of any other right, power, or privilege. A waiver by the Government of any right or remedy on any occasion shall not be construed as a bar to any right or remedy that the Government would otherwise have on any future occasion.

Page J-27 – 5

16. Submission To Jurisdiction; Waivers.

(a) The Guarantor irrevocably and unconditionally:

(i) submits for itself and its property in any legal action or proceeding relating to this

Guarantee, or for recognition and enforcement of any judgment in respect of this Guarantee, to the non-exclusive general jurisdiction of the United States Court of Federal Claims and in each case the appellate courts thereto;

(ii) consents that any such action or proceeding may be brought in such courts and waives any objection that it may now or hereafter have to the venue of any such action or proceeding in any such court or that such action or proceeding was brought in an inconvenient court, and agrees not to plead or claim the same;

(iii) agrees that service of process in any such action or proceeding may be effected by mailing a copy thereof by registered or certified mail (or any substantially similar form of mail), postage prepaid, to the Guarantor as provided in Section 14; and

(iv) agrees that nothing in this Section shall affect the right of the Government to effect service of process in any other manner permitted by law or shall limit its right to sue in any other jurisdiction.

(b) The consent to personal jurisdiction set forth herein shall be self operative and no further instrument or action, other than service of process as provided for herein, shall be necessary in order to confer jurisdiction upon the Guarantor in any such court.

(c) Provided that service of process is effected upon the Guarantor in the manner prescribed by law, the Guarantor irrevocably waives, to the fullest extent permitted by law, and agrees not to assert, by way of motion, as a defense or otherwise:

(i) any objection that it may have or may hereafter have to the laying of the venue of any such suit, action, or proceeding brought in such a court as is mentioned in the previous paragraph;

(ii) any claim that any such suit, action, or proceeding brought in such a court has been brought in an inconvenient forum; or

(iii) any claim that is not personally subject to the jurisdiction of the above-named courts.

17. Taxes. Any and all payments by the Guarantor hereunder shall be made free and clear of and without deduction for any and all present or future fees, levies, imposts, deductions, charges or withholdings, and all liabilities with respect thereto, excluding any Taxes. If the Guarantor shall be required by law to deduct any Taxes from or in respect of any sum payable hereunder, the Guarantor will not reimburse the Government therefore, and:

(a) the Guarantor shall make such deductions; and

Page J-27 – 6

(b) the Guarantor shall pay the full amount deducted to the relevant taxation authority or other authority in accordance with applicable law; and within 30 days of any payment of Taxes, the Guarantor will furnish to the Government the original or a certified copy of a receipt evidencing payment thereof.

18. Successors and Assigns; Representatives. This Guarantee shall be binding upon the successors and assigns of the Guarantor, and shall inure to the benefit of the Government. The Guarantor may merge with or transfer substantially all of its assets to a successor guarantor. Such merger or transfer shall not require the consent of the Government. If the Guarantor is purchased by or merged with another entity, the Guarantor shall notify the Government of such purchase or merger within thirty (30) days thereof and the successor entity to the Guarantor shall deliver to the Government a written instrument unconditionally assuming and agreeing to perform all of the Guarantor’s Obligations under this Guarantee.

19. Governing Law. This Guarantee shall be governed by, and construed and interpreted in accordance with, the federal laws of the United States of America, only to the extent that no federal law applies, then the laws of the State of New York shall apply.

20. Partial Invalidity. If any provision of this Guarantee or the application thereof to any Person or circumstance shall to any extent be held void, unenforceable, or invalid, then the remainder of this Guarantee or the application of such provision to Persons or circumstances other than those as to which it is held void, unenforceable, or invalid shall not be affected thereby and each provision of this Guarantee shall be valid and enforced to the fullest extent permitted by law.

[SIGNATURE BLOCK]

Solicitation No. D15PS00295 – Section L Instructions, Conditions, and Notices to Offerors or Respondents

Page L-10 Amendment 012

Please note that these locations are secured buildings. If offers are hand delivered, instruct the courier to check in at the guard desk and ask to call the points of contact identified above. A staff member will meet the courier to receive the submittal. All packages containing proposal submissions shall be labeled and sealed as if for mailing, and the following information shall be marked on the outside:

x RFP number x Date and time specified for receipt x Name and address of the Offeror x Name of the DOI/IBC point of contact (Ms. Terrie L. Callahan in Herndon, VA) or the FirstNet points of contact (Primary: Ms. Peggy O’Connor and Mr. Mouncef Belcaid or Alternate: Mr.

Jordan Andrews and Mr. Michael Carroll in Boulder, CO)

When submissions are hand carried or delivered by courier service or express delivery service (e.g., Federal Express, DHL), the Offeror assumes full responsibility for ensuring allocation of enough time to gain access to the secure facility for submission delivery in accordance with these instructions and to submit its proposal by the time and date specified herein.

As stated above, please be advised that it is the Offeror’s responsibility to ensure the Government receives its submission on or before the specified due date and time.

L.2.6 Assumptions, Conditions, and/or Exceptions

The Offerors shall submit, under a separate tab, in each volume identified herein, all (if any) assumptions, conditions, or exceptions with any of the terms and conditions of this RFP. If not noted in its proposal, it will be assumed that the Offeror proposes no assumptions, conditions, or exceptions for award and agrees to comply with all of the terms and conditions as set forth herein. It is not the responsibility of the Government to seek out and identify assumptions, conditions, or exceptions buried within the Offeror’s proposal.

For proposal preparation purposes, if there are any assumptions, conditions, or exceptions made pertaining to demarcation between the Government’s responsibility and/or the Contractor, the Offeror shall describe the specific demarcation points and/or assumptions, conditions, or exceptions within the proposal submission.

L.3 Proposal Format and Submission Instructions Proposals, signed by an official authorized to bind the Offeror, shall set forth full, accurate, and complete information as required by this RFP. The penalty for making false statements is prescribed in 18 U.S.C. § 1001. Failure to furnish full and complete information requested may cause an offer to be determined unacceptable, and it may be removed from consideration for award.

In responding to this RFP, the Offerors shall prepare and submit the indicated numbers of copies (see Section L.2.5, Submission of Proposals) and required information that constitutes the Offeror’s complete proposal submission. Additionally, the Offeror’s information and submission shall be organized by volume as indicated below. Each volume shall include an Executive Summary that shall not exceed 4 pages in length (2 sheets of paper, double-sided print); each Executive Summary must clearly identify what portions of the volume are provided in soft-copy format (as allowed in accordance with Section L) for verification and validation purposes. Specifically, the business management volume shall be separate from the technical and pricing volumes.

Page L-10.1 Amendment 012

Any page limitation for each proposal volume is identified within that section. However, the following information applies to each volume. The volumes shall be provided in Adobe PDF or Microsoft Word soft copy file format. A page is defined as Times New Roman Font Size 12, single-spaced, 8.5” x 11” (with the exception of the submission of maps and required Section J spreadsheets pertaining

[THE REMAINDER OF THIS PAGE IS INTENTIONALLY LEFT BLANK]

Page L-11 Amendment 012 to network statistics, which may use 11” x 17” size paper) with one (1) inch margins top, bottom, left, and right. Tables, charts, figures, and headers and footers may use a font size other than point 12 as long as it is legible. The page limitation excludes the cover page; Executive Summary; Section A, Solicitation, Offer, and Award; signed acknowledgements; table of contents and listing of tables, drawings, and/or exhibits; small business subcontracting plan; past performance references; and financial resources as identified herein. The Government shall treat page limitations as maximums. If exceeded, the CO will remove the excess pages prior to evaluation. The Government will not read or evaluate removed pages.

The Government reserves the right to request Offerors to conduct oral presentations and/or technical demonstrations as a result of this RFP (see Section M, Evaluation Factors for Award, Section M.2, Evaluation Process).

Proposal submittals to the Government shall be in three (3) volumes: Business Management, Technical, and Pricing.

L.3.1 Volume I – Business Management

The business management volume contains all information needed to communicate to the Government that the Offeror has well-developed processes in place to ensure effective program management and disciplined fiscal processes as identified within this section. Additionally, the Offeror shall include a small business subcontracting plan, Contractor responsibility information, and information on past performance in this volume.

The business management proposal shall not exceed 200 pages in length (100 sheets of paper, double-sided print). This page count excludes those items identified in Section L.3.1.1, Section One – General;

the Solicitation Conformance Traceability Matrix; the Small Business Subcontracting Plan; Past Performance reference forms; the resumes, Integrated Master Schedule, and Work Breakdown Structure (WBS) referenced in L.3.1.2, Section Two – Leadership and Program Management; the Public Safety Device Connections Template and Section J, Attachment J-23, End User Pricing Tables, referenced in L.3.1.3, Section Three – Public Safety Customer Acquisition; Quality Assurance Surveillance Plan (QASP) reference in Section L.3.1.4, Section Four – Customer Care and Life-Cycle Sustainment; all items identified in Section L.3.1.5, Section Five – Offeror Financial Sustainability; and the executed Parental Guarantee Agreement identified in Section J, Attachment J-27. The business management proposal shall contain the following information and be broken down in the following sections.

L.3.1.1 Section One – General

The Offeror shall complete blocks 13, 15, 16, and 18 of Section A, Solicitation, Offer, and Award, and sign block 17 to show that the Offeror has read and agrees to comply with all the terms, conditions and instructions provided in the RFP unless otherwise noted in the assumptions, conditions, or exceptions section pertaining to the proposed solution. If there are any amendments to the RFP, the Offeror shall complete block 14 of Section A, Solicitation, Offer, and Award, and include a signed acknowledgement for all RFP amendments.

The Offeror shall describe its corporate management structure as well as the structure of the proposed team and the relationship between these organizations and all subcontractors proposed to perform all aspects of the objectives (as defined by the Offeror). Indicate the date the contracting entity was organized and indicate whether the organization is a separate entity, a division, or subsidiary

Page L-16 Amendment 012

L.3.1.5.1 Financial Resources

The Offeror shall provide, at a minimum, copies of the following financial information, with the exception of the financial statements identified below. If the entity for which financial statements are submitted files reports with the U.S. Securities and Exchange Commission (SEC), the Offeror may provide electronic links to the most recently filed SEC Forms 10-K, 10-Q, and Form 8-K for all such reporting entities in lieu of hard copy submissions. If the Offeror is a newly formed entity, expressly state that it is or will be a newly formed entity and does not have independent financial information at the time of response to the RFP. If the Offeror is a newly formed entity, it must provide the following financial information for the parent or guarantor entity(ies), which will guarantee the Offeror’s obligations under the contract and allow the Government to evaluate financial resources.

x Financial Statements – Provide the financial statements and accompanying information listed below. Financial statements shall be prepared in accordance with U.S. Generally Accepted Accounting Principles. Information in the balance sheets, income statements, and statements of cash flow shall be provided in U.S. Dollars. If the entity for which financial statements are submitted files reports with the U.S. Securities and Exchange Commission (SEC), the Offeror shall provide electronic links to the most recently filed SEC Forms 10-K, 10-Q, and Form 8-K for all such reporting entities.

o Audited Financial Statements – Provide audited financial statements for the last three years for the Offeror. The Offeror’s fiscal year-end financial statements shall be audited by an independent party qualified to render audit opinions (i.e., certified public accountant). If audited financials are not available, include unaudited financial statements for the entity, certified as true, correct, and accurate by the chief executive officer, the chief financial officer, treasurer, or other authorized signatory (the “Financial Officer”) of the entity. Financial statement information shall include the following information:

� Opinion letter (auditor’s report) � Balance sheet � Income statement � Statement of cash flow � Footnotes o Interim Unaudited Financial Statements – In addition to the audited financial statements, provide interim unaudited statements for the above entities. These statements shall reflect the most recent completed fiscal year or the period since the most recent completed fiscal year and shall include the following information:

� Balance sheet � Income statement � Statement of cash flow x Credit Ratings – Provide the most recent credit rating(s), if any, associated with the Offeror. If no credit ratings exist, include a statement specifying that no credit ratings exist.

x Material Changes in Financial Condition – Provide a letter from the chief financial officer for the Offeror, either (1) providing information on any material changes in the Offeror’s financial condition since the date of the last audited financial statement and those that are pending or (2) certifying that no such material changes have occurred. In instances where a material change has occurred or is anticipated, provide a statement describing each material change in detail, the likelihood that developments will continue during the period of performance of the

Page L-16.1 Amendment 012 contract, and the projected full extent of the changes likely to be experienced in the periods ahead. Estimates of the impact on revenues, expenses, and the change in equity shall be provided separately for each material change as certified by the chief financial officer.

References to the notes in the financial statements are not sufficient to discuss the impact of

Page L-17 Amendment 012 material changes. Discuss measures that would be undertaken to insulate FirstNet from any recent material adverse changes, as well as those currently in progress or reasonably anticipated in the future. The following list identifies items that the Government would consider a material change in financial condition. This list is intended to be indicative only and not exhaustive.

o An event of default or bankruptcy involving the affected entity, parent corporation of the affected entity, or any controlled subsidiary or affiliate o A change in tangible net worth of 10 percent of shareholder equity o A sale, merger, or acquisition exceeding 10 percent of the value of shareholder equity prior to the sale, merger, or acquisition that in any way involves the affected entity, parent corporation, or financially responsible party of the affected entity o Adverse changes in credit rating for the affected entity or parent corporation of the affected entity o Inability to meet material conditions of loan or debt covenants by the affected entity or parent corporation of the affected entity, resulting in the need for a waiver or modification of agreed financial ratios, coverage factors or other loan stipulations, or additional credit support from shareholders or other third parties o In the current and three most recently completed Offeror fiscal years, the affected entity or the parent corporation of the affected entity (1) incurs a net operating loss; (2) sustains charges exceeding 5 percent of the then shareholder equity due to claims, changes in accounting, write-offs, or business restructuring; (3) implements a restructuring/reduction in labor force exceeding 200 positions; or (4) involves asset disposition exceeding 10 percent of the then shareholder equity o Other events known to the affected entity that represent a material change in the financial condition over the past three years or that may be pending for the next reporting period (e.g., pending litigation)

L.3.1.5.2 Sources of Funding and Financing

The Offeror shall detail each source of funding or financing used to support the build-out or operation and maintenance of the NPSBN, including the costs, rights, and obligations of each type of funding or financing and details of agreements with funding/financing entities.

L.3.1.5.3 Parent Company Guarantees

The Offeror shall provide details (including terms and conditions) of a guarantee (or equivalent security) from an entity of sufficient financial standing to meet the Offeror’s obligations, including disincentive payments, throughout the life of the contract, in the form of a Parental Guarantee Agreement. The Offeror shall submit a fully executed Parental Guarantee Agreement (see Section J, Attachment J-27, Parental Guarantee Agreement) signed by an official authorized to bind the Offeror and the proposed Parental Guarantor. This executed Agreement shall be submitted in Volume I – Business Management, as identified in Section L.3.1.

L.3.1.5.4 Commercialization of Excess Network Capacity

The Offeror shall provide a detailed approach reflecting how the Offeror plans to use Band 14 in its business model, including plans to commercialize the 20 MHz of Band 14 network capacity beyond its sales channel(s) for public safety.

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L.3.1.6 Section Six – Delivery Mechanism for State Plans

The Offeror shall provide a clear written description of a Web interface tool for sharing information with governors and/or state decision makers. FirstNet’s objectives for the online delivery mechanism are

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The technical proposal shall not exceed 300 pages in length (150 sheets of paper, double-sided print);

this excludes coverage maps and the following Section J attachments from the page limitation: Section J, Attachment J-11, Device Specifications Template; Section J, Attachment J-12, Test Strategy Template;

and Section J, Attachment J-17, Coverage and Capacity Template. Section J, Attachment J-17, Coverage and Capacity Template, may be submitted in a soft copy format only as stated herein (flash drive). The technical proposal shall contain the following information and be broken down by the following sections.

L.3.2.1 Coverage and Capacity

The Offeror shall provide a clear, concise description regarding its proposed approach in deploying a network to implement coverage and capacity. This shall include:

x Coverage and Capacity Maps and Statistics x Radio Access Network (RAN) Solutions and Strategy x IOC/FOC Milestones for Coverage and Capacity

The proposed solution for coverage and capacity shall address the elements described below according to the IOC/FOC target timeline detailed in Section J, Attachment J-8. Maps submitted by the Offeror shall be based on a bin size no greater than 30 x 30 meters, include Esri shapefiles and MapInfo files (in electronic format), and reference the information contained in Section J, Attachment J-1, Coverage and Capacity Definitions. The statistics shall utilize Section J, Attachment J-17, Coverage and Capacity Template.

The Offeror must complete Section J, Attachment J-2, Nationwide and Rural Coverage Compliance Checklist, to demonstrate its ability to meet the objective to provide coverage in all states and territories and to ensure that rural coverage includes partnerships with rural telecommunications providers. The Offeror shall note whether both Band 14 and non-Band 14 coverage are included in each of the 56 states and territories (yes/no), as well as list current and planned partnerships with rural telecommunications providers by state/territory. Lastly, Section J, Attachment J-2, Nationwide and Rural Coverage Compliance Checklist, requests tabulation, by state, of the percentage of rural coverage achieved via partnerships with rural telecommunications providers. The Offeror’s solution must demonstrate intent to exercise rural telecommunications provider partnerships for at least 15 percent of the total persistent rural coverage nationwide. In the case of anticipated but unexecuted agreements, the Offeror should describe its strategy to mitigate any risks or impediments that may arise should the agreements not come to fruition. While Section J, Attachment J-2, Nationwide and Rural Coverage Compliance Checklist, requests these data by states, the 15 percent coverage factor will be evaluated on a nationwide basis only as stated in Section M, Evaluation Factors for Award.

L.3.2.1.1 Coverage and Capacity Maps and Statistics

The Offeror shall submit all applicable information as defined in Table 2 Coverage Maps Required for Coverage and Capacity. The Offeror shall submit all network statistics, as defined in Table 3 Network Statistics Required for Coverage and Capacity, for each of the 56 states and territories in the Coverage and Capacity Template (Section J, Attachment J-17). The Offeror shall refer to the guidelines provided in Section J, Attachment J-1, Coverage and Capacity Definitions. The Offeror shall describe the details for the network planning design as stated in Section L.3.2.1.2.2, Network Planning and Design, below and the methodologies used to create coverage maps and associated capacity information.

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Table 2 Coverage Maps Required for Coverage and Capacity

Level Band Phase Maps Required Format Submittal Method

Nationwide Non-Band

FOC One (1) nationwide map of each file format, depicting coverage by technology: Long Term Evolution (LTE), 3G, 2G, and roaming layers

Esri shapefiles (.shp) and MapInfo (.grd/.tab) files*

Files shall be provided via Secure File Transfer (SFT) with Offeror-provided credentials or Offeror-provided portable drive

Nationwide Band 14 FOC One (1) nationwide map of each file format, depicting the LTE analysis layers specified in Section L.3.2.1.1.6

Esri shapefiles (.shp) and MapInfo (.grd/.tab) files*

Files shall be provided via SFT with Offeror-provided credentials or Offeror-provided portable drive

* Note: If needed, the Offeror may provide multiple regional MapInfo & Esri (.shp) files that display coverage for smaller areas versus for the entire nation to fit within application and file size limitations. If regional maps are provided, they shall collectively represent nationwide coverage.

The Offeror shall provide the following network statistics in the Section J, Attachment J-17, Coverage and Capacity Template.

Table 3 Network Statistics Required for Coverage and Capacity

Coverage Type Level Phase Non-Band 14 Area Covered ** State/Territory FOC Non-Band 14 Population Covered ** State/Territory FOC Band 14 Area Covered State/Territory FOC Band 14 Population Covered State/Territory FOC Band 14 Network Capacity County FOC

** Note: Non-Band 14 coverage statistics shall be broken down by technology: LTE, 3G, 2G, and roaming.

L.3.2.1.1.1 Non-Band 14 Area Coverage

The Offeror may propose persistent coverage using non-Band 14 frequencies. This may include all or some of the following technologies, depending on the Offeror’s proposal: LTE, 3G, 2G, and any roaming via the Offeror’s partners. If proposed, the Offeror shall provide a breakdown of offered non-Band 14 coverage, including (as described in Table 2 Coverage Maps Required for Coverage and Capacity) and network statistics (as described in Table 3 Network Statistics Required for Coverage and Capacity), for each proposed technology.

L.3.2.1.1.2 Non-Band 14 Population Coverage

The Offeror may propose persistent population coverage using non-Band 14 frequencies. The Offeror shall overlay its proposed non-Band 14 area coverage map (including the technology layers) with the FirstNet-provided 2010 U.S. Census 1 mile by 1 mile population count map (see Section J, Attachment J- 1, Coverage and Capacity Definitions) and provide the proposed output population coverage statistics

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(by state/territory) using the Section J, Attachment J-17, Coverage and Capacity Template. Non-Band 14 population coverage may include the following technologies, depending on the Offeror’s proposal: LTE, Page L-26 Amendment 012 x Availability – Address when an LTE cell is available for service. Include the percentage of time that the cell is considered available.

x Mobility – Address how well the LTE mobility functions are working. Include the handover success rates.

Self-Organizing Network L.3.2.1.2.4.3

The Offeror shall describe any SON features and services proposed for the Band 14 RAN in terms of self-configuration, self-optimization, and self-healing. The Offeror shall provide the strategy, integration timeline for SON capabilities, and architecture proposed for SON.

Deployable Units and Temporary Coverage L.3.2.1.2.4.4

The Offeror shall describe the strategy for providing temporary incident-level coverage (Band 14 and non-Band 14) and addressing capacity issues using deployable units, satellite, direct mode, or a combination thereof. The proposed strategy shall describe how temporary coverage and capacity will be provided for areas that are not covered with persistent LTE services. The Offeror shall propose a single, nationwide strategy that describes regional variations. The Offeror shall also provide the following information in the strategy:

x Reference the five National Incident Management System (NIMS) types and planned events, specifically with respect to response time, coverage area, and required capacity.

x List permanent and temporary staging locations (e.g., in the event PSEs mobilize and pre-stage locations for hurricane or wildfire seasons) and proposed quantities of each type of deployable unit.

x Describe how deployable units will be integrated into the macro network and with other deployable units from a RAN perspective to avoid interference and enable handoff communications. Describe how deployable units will be integrated into the Core network and the types of available backhaul.

x Describe the operational aspects associated with each type of deployable, including activation methods, the typical time for deployment from request, operations and maintenance required, and associated costs.

x Describe the envisioned roles and responsibilities from PSEs, FirstNet, and the Offeror with respect to deployables and temporary coverage solutions. Propose a strategy on allowing PSEs to have ownership of deployable assets. Describe the service capabilities (e.g., voice, location, messaging and alerting, throughput, quality of service, priority and preemption) of each type of deployable unit and how the user experience may differ when using deployable units versus services available in areas of persistent coverage.

NPSBN RAN Enhancements L.3.2.1.2.4.5

The Offeror shall describe the proposed strategy to support necessary network expansion. The strategy shall address coverage, quality, and capacity improvements to the NPSBN and include methodologies and thresholds used to trigger Offeror-defined actions. Improvements may be needed to address the following areas:

x Coverage – Extension of coverage to serve new areas (e.g., increase of service area footprint) x Capacity – Additional capabilities to address network congestion (e.g., cell density) x Quality – Improvement of existing capabilities to meet local performance objectives (e.g., strengthening indoor and outdoor coverage)

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Table 4 Coverage Maps Required for Coverage and Capacity

Level Band Phase Maps Required Format Submittal Method Nationwide Non-Band

IOC-1, IOC-2,

IOC-3, IOC-4,

IOC-5

Five (5) nationwide maps of each file format, depicting coverage by technology: LTE, 3G, 2G, and roaming layers.

Esri shapefiles (.shp) and MapInfo (.grd/.tab) files*

Files shall be…