Draft RFP Section H - 3 February.docx

H.1 Ordering Orders will be awarded in accordance with FAR 16.505. In accordance with FAR 16.504, the Government has no obligation to issue any orders beyond the minimum guarantee of $150.00. The multiple award IDIQ maximum quantity of $XXX,XXX,XXX.XX is shared between all contract holders. The Government reserves the right to increase the overall maximum quantity to support future ecosystem needs.

If an order is not awarded to the contractor during the first four (4) years of the base ordering period, the contractor may submit an invoice for the minimum guaranteed amount at the end of the 4th year of the base ordering period.

In accordance with FAR 16.505(b), the Contracting Officer reserves the right to tailor the procedures of each order and shall state the procedures in the order solicitation. Orders will be awarded in accordance with FAR 16.505, FAR 52.216-19 and order requirements.

Contractors may choose to submit proposals in response to any proposal request at their discretion. The contractor shall propose in accordance with the terms & conditions issued under each order. In the event an order is restricted in accordance with FAR 16.505(b)(2), the order shall indicate the restriction and only contractors eligible to compete may submit a proposal in response to proposal requests.

Only multiple award IDIQ prime contract holders, designated by the CAGE code in the awarded contract SF 26, Block 7, may submit a proposal in response to an order proposal request.

The Government may award multiple orders in response to a requirement. The Government will identify the intention to award one (1) or more orders within proposal requests. Additional awards that result from a proposal request do not need to be awarded on the same day but will generally occur within a 90-day period unless otherwise specified in individual orders.

If multiple orders are made in response to a requirement, the Government reserves the right to negotiate a follow-on effort with only one, or more contractors or exercise options to proceed with only one, or more contractors.

H.2 Order Restrictions The Government will conduct appropriate market research specific to the requirements of each order. When the results of this market research indicate that a restriction to fair opportunity or a specific ordering pools may apply, the Government shall indicate the restrictions in proposal requests.

H.3 On-Ramps and Off-Ramps

The objective of on-ramps is to maintain competitive sources for orders and/or to obtain access to additional technologies and capabilities to support NGC2 ecosystem needs. The objective of an off-ramp is to reduce administrative burden and costs for the Government and contractors and to maintain streamlined and efficient processes on the contract. The Government reserves the right to review all contracts under the multiple award IDIQ vehicle to determine if the need exists to add additional contracts, and/or to determine if it is appropriate to remove existing contracts.

The Government intends to conduct market research to assess technologies and capabilities available in the open market and evaluate the benefit of conducting an on-ramp on the multiple award IDIQ vehicle. The Contracting Officer may also assess contractor performance and the amount of competition available by contract holders. The Government may conduct an on-ramp at any time of the ordering period for reasons such as, but not limited to, adequate competition, obtain access to additional technologies and capabilities, and support the needs of the ecosystem.

During an on-ramp, offerors who are not already a contract holder may be eligible to obtain a contract under the multiple award IDIQ vehicle. During the IDIQ ordering period the Government intends to create ordering pools under the multiple IDIQ vehicle that align with NGC2 ecosystem needs. If pools are established, contractors may be eligible for more than one (1) pool under the IDIQ vehicle. During on-boarding, contractors who are already an IDIQ holder under a different pool are required to submit all solicitation requirements to gain eligibility to any additional pools. The Government reserves to right to add, remove, and/or combine ordering pools under the multiple IDIQ if determined to be in the best interest of the Government.

The Government may conduct an on-ramp to this contract in accordance with the following:

a. Notice of an on-ramp solicitation and procedures will be publicized on the Sam.Gov;

b. The solicitation may identify ordering pool information, and the total approximate number of new contract awards the Government intends to make and, however the actual number of awards may depend on the number of quality proposals received and/or funding;

c. The basis for award under the solicitation will be substantially the same as the original solicitation; however, the Government reserves the right to tailor entry requirements for pools if established;

d. The terms and conditions, including ordering periods, of any contracts resulting from the solicitation will be materially identical to existing contracts under the multiple award IDIQ vehicle;

e. Onboarded multiple IDIQ award contract holders will be eligible to submit a proposal in response to order solicitations with the same rights and obligations as any other contractor on the multiple award IDIQ vehicle; and

f. The award of any new contracts or pool adjustments may change the existing overall multiple award IDIQ ceiling amount.

The Government may evaluate the benefit of conducting an off-ramp on the multiple award IDIQ vehicle on an annual basis. However, the Government may conduct an off-ramp at any time of the ordering period to reduce administrative burden and costs for the Government and contractors, and to maintain streamlined and efficient processes.

Contractors may be off ramped from individual pools or entirely from the IDIQ vehicle if any of the following conditions applies, but not limited to:

1. Any contractor that has not submitted an awardable proposal within 36 months.

2. Any contractor that has any unsatisfactory performance ratings in CPARS on orders.

The Government may off-ramp a contractor in accordance with the following:

a. The Contracting Officer will effect a no-cost settlement instead of issuing a termination notice if applicable;

b. The Contracting Officer will implement a termination for convenience in accordance with FAR clause 52.249-2, 52.249-4, 52.249-6, or 52.249-8 as applicable;

Any contractor that is off ramped from individual pools or entirely from the IDIQ shall not receive any further order awards, respective to the off-ramp event, under this contract. Any contractor that is off-ramped due to performance issues is restricted from future onboarding eligibility and may not be eligible for future on-boarding. However, any contractor that is off-ramped shall be responsible to continue performance on existing orders in accordance with the terms and conditions of orders, including order option periods, if exercised.

H.4 Ordering Pools

Contractors who are awarded an IDIQ contract as a result of the original solicitation release will be placed in an ‘awarded but not selected’ status. The Government intends to release an order solicitation for a prototyping effort after the multiple award IDIQ establishment and to award one (1) or more prototype orders from the solicitation. Offerors selected for the prototype award will be added to the prototype pool, which is subject to on-ramps and off-ramps in accordance with Section H.3.

The Government intends to on-ramp additional pools to support the NGC2 ecosystem. To maintain effective competition in each pool, the Government reserves the right to conduct market research and limit the number of contractors. Testing and evaluations conducted by the Government on any order(s) will be used to inform Government decisions going forward on as it pertains to on-ramp pools. The Government intends to regularly conduct market research to align NGC2 ecosystem needs and appropriate pools under the IDIQ for requirements. Proposal requests will specify pool limitations, if applicable. The USG intends to include, but are not limited to, ordering pools for the following:

Prototyping TBD - Government is assessing additional pool groupings and intends to provide an update at a later date.

H.5 Contracting Officer Representative (COR) The Contracting Officer will appoint a COR as required by policy for each order under the multiple IDIQ vehicle.

The COR’s delegated authority shall be made in writing, however the COR has no authority to make any commitments or changes that affect price, quality, quantity, delivery, or other terms and conditions of the contract nor in any way direct the contractor or its subcontractors to operate in conflict with the contract terms and conditions.

As necessary, the COR may issue technical guidance letters (TGL) in order to provide technical guidance or clarification concerning the details of specific services to be performed under an order. To be valid a TGL shall be within the general scope of work stated in the task order and it shall not require any adjustment to the price, fee, estimated costs, or delivery terms of the order.

Each TGL issued hereunder is subject to the terms and conditions of this contract. The TGL shall be in writing and shall include, as a minimum, the following information:

a. Effective date of the TGL;

b. Contract number, order number, and sequential TGL number; and

c. Reference to the relevant section of the PWS for the order.

The contractor shall not comply with any TGL it believes is not valid. In the event of a conflict between a TGL and the scope of order, the terms of the order shall control. In the event of a conflict between an order and the scope of the contract, the terms of the contract shall control. If the contractor believes or has reason to believe that a TGL is not valid, the contractor shall notify the Contracting Officer by email within two (2) business days of receiving the TGL in question. The Contracting Officer will give appropriate direction to the contractor and the COR to resolve the TGL issue.

H.6 Incentives/Disincentives

The Government intends to include incentives and disincentives in individual orders. The Government will consider the need for incentives/disincentives when appropriate, including applicable metrics, to align the USG objectives and motivate contractor efforts or discourage contractor inefficiencies. Incentives/disincentives will need to be justified in each order and tailored for specific objectives, such as, but not limited to expedited/late delivery schedules, technical performance, or award fee structures.

H.7 Commercial Solutions To foster innovation and competition, contractors are encouraged to propose open software architecture solutions. Commercial Solutions are to be acquired to the maximum extent practicable on a firm-fixed- price (FFP) and time-and-material (T&M) basis. Both commercial and non-commercial solutions may be needed to meet all requirements, this decision will be requirement specific and based on market research. Based on market research and requirements specific to additional pools that may be added, the Government may require additional contract types on future orders.

In accordance with AFARS 5139.101-90, Computer Hardware, Enterprise Software and Solutions (CHESS) is the mandatory source for commercial IT hardware and software purchases. Purchasers of IT requirements through a third party such as a system integrator must ensure solicitations and contract vehicles include the requirement to purchase through the CHESS and the DoD Enterprise Software Initiative (ESI) agreements unless an exception, waiver or Statement of Non-Availability (SONA) applies.

H.8 Contract Financing

Contracting financing, including progress payments and performance-based payments (PBPs) will be assessed at the order level. Individual Orders will need to include any appropriate clauses to the resultant award.

H.9 Organization Conflict of Interest (OCI) / OCI Mitigation Plan An organizational conflict of interest means that because of other activities or relationships with other persons, a person/company is unable or potentially unable to render impartial assistance or advice to the Government, or the person's/company’s objectivity in performing the contract work is or might be otherwise impaired or has an unfair competitive advantage. The Government seeks to acquire unbiased advice and/or goods and services from offerors/contractors that are free from, or have mitigated, Organizational Conflicts of Interest, as defined in FAR 2.101, relating to this contract.

In order to prevent an OCI issue relating to NGC2 ecosystem needs, the parties to this contract agree that the contractor’s future contracting with the Government may be restricted as outlined in FAR Subpart 9.5, if the offeror/contractor and the Government are unable to avoid, neutralize, or mitigate actual or potential OCI before contract award.

The Government will not automatically exclude an offeror from a competitive acquisition due to an actual or potential OCI. Contracting Officers are committed to working with potential contractors to eliminate or mitigate actual and potential OCI situations, without detriment to the integrity of the competitive process, NGC2 mission, or the legitimate business interests of the community.

If the offeror or contractor is aware, or should have been aware, of an OCI before award of this contract or any order against the contract and does not fully disclose that conflict to the Contracting Officer, the Government may terminate the contractor for default.

The offeror or contractor, by submitting an offer and/or signing the contract, warrants that it is not now aware of any actual or potential OCI relating to this contract.

After contract award, the contractor shall have an ongoing obligation to make “a prompt and full disclosure” to the Contracting Officer of any OCI that arises during the performance of the contract, as well as newly discovered conflicts that existed before contract award.

The OCI Mitigation Plan shall become part of the resultant contract, and the contractor shall update its OCI Mitigation Plan within 30 days of any changes to the legal construct of the organization, subcontractor changes, or significant management or ownership changes that would result in an actual or potential OCI under this contract.

H.10 Board of Directors The Government may establish an NGC2 Board of Directors after award. The intent of the board of directors is to discuss IDIQ contract risks, issues and opportunities related to the NGC2 ecosystem. If established, each contract holder will have the right to identify a primary and alternative employee for Government consideration to serve on the board. The Government reserves the right to limit the number of members on the board, however, will ensure that ample contractor representation is provided that promotes continuous competition and is conducted in a way that supports the collective interests of the ecosystem.

The Board of Directors is intended to be chaired by the Government if established. The Government may also appoint one, or more, contractor(s) to be responsible for the oversight of one, or more, pools under the multiple award vehicle, if applicable. The USG anticipates meetings to occur on a recuring basis, monthly or quarterly, with the Board of Directors. The Government will not reimburse contractors for any costs related to the Board of Directors unless explicitly defined in writing.

H.11 Other Considerations Additional CLINs may be added to orders as necessary to meet the requirements.

Government will not reimburse contractors for bid and proposal costs unless mutually agreed upon in writing in advance. This includes, but is not limited to, costs associated with any proposal requests, orders or order modification, on-ramp solicitations, or no-cost settlements.

The Government reserves the right to specify subcontracts, service providers and/or license agreements in orders.