Draft Additional Terms Conditions.doc

ADDITIONAL TERMS / CONDITIONS

Additional Terms and Conditions

1. Supervision and Direction. The Contractor shall provide direct supervision of its own employees, and shall not supervise, nor accept supervision, from any Government personnel. Contractor personnel replacement shall be accomplished without causing delays in the performance of this contract. Any replacement personnel must meet the contract requirements, be immediately able to comply with all security requirements, and replacement must be at no additional cost to the Government.

2 Contractor Identification. Contractor personnel performing services in support of this contract shall ensure that they are readily identifiable as employees of their specific contractor employees at all times.

(a) Without LAN Access. Contractor employees without access to Government LAN systems shall

i. Identify themselves as contractor personnel at the onset of every telephone call made from a Government telephone or any other phone if the call is made in support of any service provision to the Government;

ii. Identify themselves as contractor personnel at the onset of, and throughout, every meeting, conference or any other gathering attended in support of any service provision to the Government (this includes conversations incidental to the meeting, conference or gathering);

iii. Identify themselves as contractor personnel on any correspondence, documents or reports accomplished or sent in support of any service provision to Government, including but not limited to correspondence sent via the U.S. Mail, facsimile or electronic mail (email);

iv. Wear or display contractor provided nametags, badges or attire which display, at a minimum, the name of the contractor.

(b) With LAN access. Contractor employees with access to Government LAN systems shall

i. Comply with all requirements set forth in (a) of this subpart;

ii. Immediately notify the Contracting Officer if their email address does not provide identification that the assignee is contractor personnel IAW ARI 33-119, paragraph 5. The email address should include the designation “contractor” or an abbreviation thereof.

3. Organizational Conflicts of Interest Avoidance (Non-Compete Plan): By submission of its offer, and if successful, subsequent performance of services associated with this task order, the Contractor warrants that, to the best of its knowledge and belief, there are no relevant facts or circumstances which could 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 and provided a mitigation plan(s) to neutralize the actual or potential conflict. The Contractor agrees that if an actual or potential organizational conflict of interest is discovered after award, the Contractor shall make full disclosure in writing to the Contracting Officer and provide a mitigation plan(s). The Contracting Officer may terminate this contract for convenience, in whole or in part, if he/she deems termination necessary, to avoid an organizational conflict of interest. If the Contractor was aware of a potential organizational conflict of interest prior to award, or discovered an actual or potential conflict after award but did not disclose it, or misrepresented relevant information to the Contracting Officer, the Government may terminate the contract for cause, debar the Contractor from Government contracts, or pursue other remedies as may be permitted by law or this contract. Given the nature of the work being performed under this contract the following local clause is hereby included:

“Organizational divisions of the contractor and any organizational division of subcontractor, which organizational division is actually performing the contract effort, are precluded from bidding on future work supporting USSTRATCOM on which that organizational division of the contractor or subcontractor has worked or has had access to Government proprietary information. This preclusion will last for 12 months after contract performance ends. Organizational divisions are defined as being differentiated by Commercial and Government Entity (CAGE) codes. The contractor shall also be required to have each contractor and subcontractor employee working on this action sign a Non-Disclosure Statement for the company as well as company to company Non-Disclosure Statements as necessary. The employee is also required to submit an OGE 450 a financial disclosure form and disclosure of follow-on employment if leaving the company before contract end date.

The Contractor shall not hire any employee of the U.S. Government, if employment would create a conflict of interest IAW FAR 9.5. The Contractor shall not hire any employee of the Department of the Air Force, military or civilian, unless that employee first seeks and receives approval pursuant to DODD 5500-7-R and AFI 64-106. The Contractor shall not hire any employee of the Department of the Air Force if such employment would be contrary to the policies of AFI 64-106.

4. Security. Where classified information/data is involved, the contractor shall comply with DOD 5220.22M, Industrial Security Manual for Safeguarding Classified Information and Executive Order 12356, and the attached DD254. Security clearances will be processed IAW established procedures, and issuance will be the responsibility of the Government. The Government retains the right under this contract to deny access to any employees found to pose a security risk to the Government. When directed by the Contracting Officer, the Contractor shall remove any employee who endangers national security. Removal shall be at no cost to the Government.

5. Quality Assurance. The Government will evaluate the contractor’s performance by appointing a QAP, to monitor performance to ensure services are received. The Government representative will evaluate the contractor’s performance through intermittent inspections of the contractor’s quality control program and receipt of complaints from base personnel. The QAP will also verify invoices submitted by the contractor via Wide Area Work Flow (WAWF) to ensure that the services billed were received. IAW with FAR Clause 52.246-4, Inspection of Services – Fixed Price, the contractor shall be required to submit a Quality Control Plan upon contract award.

6. Data Rights and Classified Materials.

(a) Access. The contractor shall be provided access to information required to accomplish assigned tasks commensurate with security clearance and on a need to know basis.

(b) Retention. During the contract period, all data pertaining to this contract shall be returned to the Government upon contract expiration. The contractor shall not retain classified or unclassified material generated or received under this contract after the contract ends without approval of the appropriate office of primary responsibility.

(c) Government Rights to Deliverables. The Government has unlimited rights to all deliverables developed under this contract. The Government shall retain custody of all records associated with contractor deliverables and shall have exclusive control in the distribution of all written deliverables. The contractor shall not use any materials pertaining to this contract for business development or any other vendor strategic purposes.

7. Continuation of Contractor Services During Crisis. A crisis situation may include any emergency so declared by the President or a Combatant Commander, whether or not U.S. Armed Forces are involved, minimally encompassing civil unrest or insurrection, civil war, civil disorder, terrorism, hostilities buildup, wartime conditions, disasters, or international conflict presenting a serious threat to DoD interests. Contractors providing services to DoD are expected to use all means at their disposal to continue to provide such services, in accordance with the terms and conditions of the contract during periods of crisis, until appropriately released or evacuated by military authority. The Contractor would perform the same services, as during normal operations; however, the Contractor's work would be focused on the crisis tasks.

8. Use of Contractor Personnel. The Government outsources various types and levels of support. The Contractor shall cooperate with other Government support Contractors to the extent necessary to facilitate efficient, responsive provisions of service. The Contractor shall not, however, take direction from other Contractors, unless those other Contractors are designated as Government representatives, such as those working on Intra-Governmental Personnel Assignment (IPA). All modifications, realignment, or redirection of the contractor’s technical efforts and/or contract requirements shall be effected only by the written direction of the Contracting Officer. It is expressly understood that the operation of this clause is not basis for an equitable adjustment.

9. In-Sourcing of Contractor Support. The Government anticipates that positions under this contract may be in-sourced (converted) from Contractor to Government positions. The Government does not currently know with certainty the timing or number of positions that may be in-sourced. Due to the possibility of in-sourcing during the performance of this contract, the following local clause is hereby included:

“Functions performed under this contract are subject to In-Sourcing in accordance with DoD Resource Management Decision 802. In-Sourcing of functions performed under this contract does not constitute a breach of contract by the Government, nor does it constitute Termination for Convenience of the Government under FAR 52.249-4. Additionally, the Government reserves the right to a downward adjustment of contract price in the event of in-sourcing. Upon notification of In-Sourcing, the contractor shall submit a proposal for downward adjustment to the contracting officer within 10 calendar days or requested submittal date.”

10. Federal Holidays. The federal legal holidays observed on Air Force bases are listed. In the event that there is a discrepancy between the holidays listed here and holidays listed in the Offeror’s GSA Schedule, this contract takes precedence. Special observances or holidays designated by the President have no bearing on the legal holidays listed herein.

New Year’s Day

1 January

Martin Luther King’s Birthday

Third Monday in January

Presidents Day

Third Monday in February

Memorial Day

Last Monday in May

Independence Day

4 July

Labor Day

First Monday in September

Columbus Day

Second Monday in October

Veterans Day

11 November

Thanksgiving Day

Fourth Thursday in November

Christmas Day

25 December