FA4600-13-R-0002-0001_PMEAS_II__Amendment_1.doc

SECTION SF 30 BLOCK 14 CONTINUATION PAGE

The following items are applicable to this modification:

AMENDMENT #1

Amendment #1 to RFP FA4600-13-R-0002 is hereby being issued to update Addendum to 52.212-1 – Instructions to Offerors- Commercial Items and Addendum to 52.212-2 – Evaluation- Commercial Items and to update Additional Terms & Conditions. The following areas are being updated in response to questions and answers received.

The Purpose of amendment #1 is to:

A. Update Section L; Table 2.0 PMEAS II Proposal Organization & Page Count.

--Section L; Table 2.0 Organization & Page Count, Volume & Title II - Technical Capability and Proposal Risk (Sub-factors 1-3) is hereby changed –

From- Table 2.0 Technical Capability and Proposal Risk (Sub-factors 1-3).

To read- Table 2.0 Technical Capability and Technical Risk (Sub-factors 1-3).

B. Updated L4.1 General - Sentences 2, 4, and last two sentences.

-- L4.1 Sentence 2 is hereby changed-from- The Offeror's Technical Capability proposal shall be specific and complete.

to read- The Offeror's Technical Capability and Technical Risk proposal shall be specific and complete.

-- L4.1 Sentence 4 is hereby changed-from- The Offeror's technical capability should provide as specifically as possible the actual methodologies that will be used and how a successful partnership with the Government will be established in accomplishing/satisfying the PMEAS II requirements.

to read- The Offeror's technical capability and technical risk proposal should provide as specifically as possible the actual methodologies that will be used and how a successful partnership with the Government will be established in accomplishing/satisfying the PMEAS II requirements.

-- L4.1 Last two sentences is hereby changed-from- The Technical Capability Volume will be used to evaluate the Technical Capability and Technical Risk of the Offeror's proposal. Evaluation will be against the Technical Capability subfactors as specified in Addendum to FAR 52.212-2, Evaluation- Commercial Items, Evaluation Factors for Award, of this RFP.

to read- The Technical Capability and Technical Risk Volume will be used to evaluate the Technical Capability and Technical Risk of the Offeror's proposal. Evaluation will be against the Technical Capability and Technical Risk subfactors as specified in Addendum to FAR 52.212-2, Evaluation- Commercial Items, Evaluation Factors for Award, of this RFP.

C. Updated L4.2 Format and Specific Content. Volume II is the Technical Capability and Technical Risk Volume.

L4.2 Sentence 1 is hereby changed-from- The purpose of the Technical Capability and Technical Risk volume is to provide the Government the ability to evaluate the management and technical capability of the offeror to perform the PMEAS II support requirements.

to read- The purpose of the Technical Capability and Technical Risk volume is to provide the Government the ability to evaluate the management and technical capability and technical risk of the offeror to perform the PMEAS II support requirements.

D. Updated M3.5.1 Price. M3.5.1 Price, Sentence 1 is hereby changed

From- The offeror’s price proposal (see FAR 52.212-1, for price volume instructions) will be assessed for fairness and reasonableness using one or more of the techniques defined in FAR 15.404, and AFFARS 5315.305(a)(1).

To read- The offeror’s price proposal (see FAR 52.212-1, for price volume instructions) will be assessed for fairness and reasonableness using one or more of the techniques defined in FAR 15.404.

E. Add Paragraph 15, titled Planning, Programming, Budgeting, and Execution (PPBE) Requirements for Contractors to Additional Terms & Conditions as follows:

15. PLANNING, PROGRAMMING, BUDGETING, AND EXECUTION (PPBE) REQUIREMENTS FOR CONTRACTORS. Contractors are required to obtain a PPBE waiver: In the course of performance pursuant to PMEAS II requirements/tasks, the contractor will access nonpublic information, including Planning, Programming, Budgeting and Execution (PPBE) information. The contractor agrees that they will not use or disclose any such information unless authorized by the COR. Contractor further agrees that they will use their best efforts to ensure that their employees and others performing services under contract will not use or disclose any such information unless authorized by the COR. To that end, Contractor agrees that each of their employees and others performing duties under this contract will sign a Certificate of Nondisclosure. In addition, contractor personnel must be able to obtain the PPBE waiver from the Office of the Secretary of Defense (OSD). The request to OSD for this waiver shall be initiated by the COR/requesting office after contract award. (NOTE: Requirements/Tasks requiring PPBE access cannot be performed without this waiver.)

SUMMARY OF CHANGES

SECTION SF 1449 - CONTINUATION SHEET

The following have been modified:

ADDITIONAL TERMS & CONDITIONS

Additional Terms and Conditions

1. CONTRACTOR IDENTIFICATION REQUIREMENTS & PERFORMANCE OF WORK ON GOVERNMENT PREMISES

Contractor personnel performing services on Department of Defense installations or other Government facilities shall ensure that they are readily identifiable as Contractor employees.

a. Contractor employees shall:

(1) 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;

(2) Identify themselves as Contractor personnel in all recorded messages including those, which are heard by callers attempting to contact Contractor employees via answering machines or voice mail;

(3) Identify themselves as Contractor personnel at the onset of every meeting, conference or any other gathering attended in support of any service provision to the Government;

(4) identify themselves as Contractor personnel on any correspondence, documents or reports accomplished or sent in support of any service provision to the Government, including but not limited to, correspondence sent via the U.S. Mail, facsimile or electronic mail (email) inclusive of “out-of-office” replies;

(5) Wear or display Contractor provided nametags, badges or attire which display, at a minimum, the name of the Contractor.

b. Any work under this contract which is performed by the Contractor or any of its subcontractors on premises under Government control is subject to all requirements of this contract governing such work, and the following:

(1) All Contractor and subcontractor personnel shall, at all times, conspicuously display a distinctive badge provided by the Contractor, identifying such personnel as employees of the Contractor and shall observe and otherwise be subject to such security regulations as are in effect for the particular premises involved.

(2) All Contractor and subcontractor personnel shall be easily recognized by wearing Government provided security badges while working on Offutt Air Force Base.

(3) The Contractor shall provide direct supervision of its own employees but shall not supervise or accept supervision from any Government personnel.

(4) The Contractor shall designate to the Contracting Officer in writing an on-the-premises representative to serve as point of contact for the Contractor with the Contracting Officer or their duly authorized representative.

(5) All Contractor and subcontractor employees shall dress appropriately for a professional work environment.

2. Organizational Conflicts of Interest Avoidance (Non-Compete Plan): By submission of its offer, and if successful, subsequent performance of services associated with this contract, 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 clauses are hereby included:

2.1 ORGANIZATIONAL CONFLICT OF INTEREST

a. Purpose: The primary purpose of this clause is to aid in ensuring that:

(1) The Contractor's professional objectivity and judgment are not biased because of its present or currently planned interests (financial, contractual, organizational, or otherwise) which relate to work under this contract;

(2) The Contractor does not obtain an unfair competitive advantage by virtue of its access to nonpublic information regarding the Government's program plans and actual or anticipated resources; and

(3) The Contractor does not obtain any unfair competitive advantage by virtue of its access to proprietary information belonging to others.

b. Restrictions:

(1) The PMEAS effort consists of Planning, Programming, Budgeting and Execution (PPB&E), Program Management Office (PMO) Support that requires financial data, evaluation of requirements, costs, proposals, PWS, etc. This would be an OCI that cannot be mitigated. If a company bids and wins PMEAS II, then that company is agreeing to a non-compete for other STRATCOM related work and would not be able to compete on ITCC II, USAMS III, ISPAN dev/sustain work, C2 dev/sustainment, etc.

(2) The Contractor shall perform systems engineering and/or technical direction, but will not have overall contractual responsibility for the system's development, integration, assembly and checkout, or production. The parties recognize that the Contractor shall occupy a highly influential and responsible position in determining the system's basic concepts and supervising their execution by other Contractors. The Contractor's judgment and recommendations must be objective, impartial, and independent. To avoid the prospect of the Contractor's judgment or recommendations being influenced by its own products or capabilities, it is agreed that the Contractor is precluded for the life of the system from award of a DoD contract to supply the system or any of its major components, and from acting as a subcontractor or consultant to a DoD supplier for the system or any of its major components.

(3) The Contractor may gain access to proprietary information of other companies during contract performance. The Contractor agrees to enter into company-to-company agreements to (a) protect another company's information from unauthorized use or disclosure for as long as it is considered proprietary by the other company and (b) to refrain from using the information for any purpose other than that for which it was furnished. For information purposes, the Contractor shall furnish copies of these agreements to the Contracting Officer. These agreements are not intended to protect information which is available to the Government or to the Contractor from other sources and furnished voluntarily without restriction.

(4) The restrictions shall be included in all subcontracts, teaming arrangements, and other agreements calling for performance of work which is subject to the organizational conflict of interest restrictions identified in this clause, unless excused in writing by the Contracting Officer. The Contractor shall include this or substantially the same clause, including this paragraph, in consulting agreements and subcontracts of all tiers. The terms "Contract," "Contractor," and "Contracting Officer" will be appropriately modified to preserve the Government's rights. The Contractor agrees to accept and to complete this contract, and not to contract with Government prime Contractors or first-tier subcontractors in such a way as to create an organizational conflict of interest.

(5) The Contractor shall participate in the technical evaluation of other Contractors' proposals or products. To ensure objectivity, the Contractor is precluded from award of any supply or service contract or subcontract for the system or its major components. This does not apply to other technical evaluations concerning the system.

c. Scope: The restrictions described herein shall apply to performance or participation by the Contractor and any of its affiliates or their successors in interest (hereinafter collectively referred to as "Contractor") in the activities covered by this clause as prime Contractor, subcontractor, co-sponsor, joint venture, consultant, or in any similar capacity. The term "proprietary information" for purposes of this clause is any information considered so valuable by its owners that it is held secret by them and their licensees. Information furnished voluntarily by the owner without limitations on its use, or which is available without restrictions from other sources, is not considered proprietary.

(1) Maintenance of Objectivity: The Contractor shall be ineligible to participate in any capacity in contracts, subcontracts, or proposals thereof (solicited or unsolicited) which relate directly to the Contractor's performance of work under this contract. Furthermore, unless so directed in writing by the Contracting Officer, neither the Prime Contractor or its Sub-contractors shall perform any services under this contract on any of its own products or services, or the products or services of another firm if the Contractor is, or has been, substantially involved in their strategy development or marketing strategy or acquisition strategy for a product or service that they are delivering to the government via another contract. In addition, if the Contractor under this contract participates in the preparation of any, Statements of Work (SOW), Statement of Objectives (SOO), performance Work Statement (PWS), designs, specifications or other requirements documents to be used in competitive acquisitions, the Contractor shall be ineligible to perform or participate in any capacity in any contractual effort which is based on such requirements. Nothing in this subparagraph shall preclude the Contractor from competing for follow-on acquisitions involving the same or similar supplies or services based on such requirements if it is not otherwise prohibited by this clause, or any law or regulation.

(2) Access To and Use of Government Information: If the Contractor, in the performance of this contract, obtains access to information such as plans, policies, reports, studies, financial plans, or data which has not been released or otherwise made available to the public, the Contractor agrees that without prior written approval of the Contracting Officer, it shall not: (a) use such information for any private purpose unless the information has been released or otherwise made available to the public, (b) compete for work based on such information for a period of two (2) years after the completion of this contract, or until such information is released or otherwise made available to the public, whichever occurs first, (c) submit an unsolicited proposal to the Government which is based on such information until two (2) years after such information is released or otherwise made available to the public, or (d) release such information unless such information has previously been released or otherwise made available to the public by the Government.

(3) Access To and Protection of Proprietary Information: The Contractor agrees that, to the extent it receives or is given access to proprietary data, trade secrets, or other confidential or privileged technical, business, or financial information (hereinafter referred to as "proprietary data") under this contract, it shall treat such information in accordance with any restrictions imposed on such information. The Contractor further agrees to enter into a written agreement for the protection of the proprietary data of others and to exercise diligent effort to protect such proprietary data from unauthorized use or disclosure. In addition, the Contractor shall obtain from each employee who has access to proprietary data under this contract, a written agreement which shall in substance provide that such employee shall not, during his/her employment by the Contractor or thereafter, disclose to any entity or use for their benefit, proprietary data received in connection with the work under this contract. The Contractor will educate its employees regarding the philosophy of FAR Part 9.505-4 so that they will not use or disclose proprietary information or data generated or acquired in the performance of this contract except as provided herein.

d. Representations and Disclosures:

(1) The Contractor represents that it has disclosed to the Contracting Officer, prior to award, all facts relevant to the existence or potential existence of an OCI as that term is used in FAR Subpart 9.5.

(2) The Contractor represents that if it discovers an OCI or potential conflict of interest after award, a prompt and full disclosure shall be made in writing to the Contracting Officer. This disclosure shall include a description of the action the Contractor has taken or proposes to take in order to avoid or mitigate such conflicts.

e. Enforcement, Waiver, and Remedies:

(1) To ensure enforcement of this clause, the Contractor shall, prior to submission of any response to a Request for Proposal (RFP) or other solicitation issued by any unit within the Department of Defense notify the Contracting Officer in writing of its intention to participate in any acquisition resulting from such solicitation either as a prime or subcontractor, and shall describe the nature and extent of its planned participation. The Contracting Officer shall, in response to such notification, inform the Contractor, in writing, whether the restrictions and limitations of this clause apply to its planned participation in such other acquisition.

(2) The parties recognize that this clause has potential effects on the Contractors business opportunities with the Department of Defense, some of which will survive the performance of this contract, and that it is impossible to foresee each circumstance to which it might be applied in the future. Accordingly, the Contractor may at any time seek a waiver of this clause from the Contracting Officer by submitting a full written description of the requested waiver and the reasons in support thereof. Granting a waiver is in the sole discretion of the Contracting Officer responsible for the upcoming procurement, but factors favoring a waiver include:

(a) Granting the waiver significantly enhances competition in the acquisition for which the exception is being sought;

(b) Contractor participation in the particular competition does not create an appearance to a reasonably informed offeror that an unfair competitive advantage arises out of the SCS contract performance; and, as appropriate,

(c) The Contractor presents a specific OCI mitigation plan which, in the sole judgment of the Government, adequately mitigates both real and reasonably perceived OCIs. The Contractor's OCI Mitigation Plan will become an attachment to the contract.

(3) For breach of any of the above restrictions or for non-disclosure or misrepresentation of any relevant facts required to be disclosed concerning this contract, the Government may terminate this contract for default, disqualify the Contractor for subsequent related contractual efforts, and pursue such other remedies as may be permitted by law or this contract. If, however, in compliance with this clause, the Contractor discovers and promptly reports an OCI (or the potential thereof) subsequent to the award, the Contracting Officer may terminate.

(a) The following restrictions and definitions apply to prevent conflicting roles which may bias the Contractor's judgment or objectivity, or to preclude the Contractor from obtaining an unfair competitive advantage in concurrent or future acquisitions.

f. Descriptions or definitions:

"Contractor" means the business entity receiving the award of this contract, its parents, affiliates, divisions and subsidiaries.

"Development" means all efforts towards solution of broadly-defined problems. This may encompass research, evaluating technical feasibility, proof of design and test, or engineering of programs not yet approved for acquisition or operation.

"Proprietary Information" means all information designated as proprietary in accordance with law and regulation, and held in confidence or disclosed under restriction to prevent uncontrolled distribution. Examples include limited or restricted data, trade secrets, sensitive financial information, and computer software; and may appear in cost and pricing data or involve classified information.

"System" means the system that is the subject of this contract.

"System Life" means all phases of the system's development, production, or support.

"Systems Engineering" means preparing specifications, identifying and resolving interface problems, developing test requirements, evaluating test data, and supervising design.

"Technical Direction" means developing work statements, determining parameters, directing other Contractors' operations, or resolving technical controversies.

(End of clause)

2.2 OCI MITIGATION PLAN

OCI mitigation plans are required by all offerors prior to awarding this contract. Without a Government approved mitigation plan, the Government may not award a contract to an offeror that may have restrictions to compete on this contract due to conflicting activities. Offerors are encouraged to reference FAR Subpart 9.5, the various FAR supplements, and the OCI related documents that have been posted on the GPE for guidance in preparing their OCI mitigation plans. Offers that contend to not have any potential or real organizational conflicts of interest are required, at a minimum, to provide a signed statement asserting this claim.

(End of clause)

2.3 PREVENTING PERSONAL CONFLICTS OF INTEREST

a. Definitions. As used in this clause:

Acquisition function closely associated with inherently governmental functions means supporting or providing advice or recommendations with regard to the following activities of a Federal agency:

(1) Planning acquisitions.

(2) Determining what supplies or services are to be acquired by the Government, including developing statements of work.

(3) Developing or approving any contractual documents, to include documents defining requirements, incentive plans, and evaluation criteria.

(4) Evaluating contract proposals.

(5) Awarding Government contracts.

(6) Administering contracts (including ordering changes or giving technical direction in contract performance or contract quantities, evaluating contractor performance, and accepting or rejecting contractor products or services).

(7) Terminating contracts.

(8) Determining whether contract costs are reasonable, allocable, and allowable.

Covered employee means an individual who—

(1) Is an employee of the contractor or subcontractor, a consultant, a partner, or a sole proprietor; or

(2) Performs an acquisition function closely associated with inherently governmental functions.

Non-public Government information means any information that a covered employee gains by reason of work under a Government contract and that the covered employee knows, or reasonably should know, has been made public. It includes information that—

(1) is exempt from disclosure under the Freedom of Information Act (5 U.S.C. 552) or otherwise protected from disclosure by statute, Executive order, or regulation; or

(2) Has not been disseminated to the general public and is not authorized by the agency to be made available to the public.

Personal conflict of interest means a situation in which a covered employee has a financial interest, personal activity, or relationship that could compete with the employee’s ability to act impartially and in the best interest of the Government when performing under the contract.

(1) Among the sources of personal conflicts of interest are—

(i) Financial interests of the covered employee, of close family members, or of other members of the household;

(ii) Other employment or financial relationships (including seeking or negotiating for prospective employment or business); and

(iii) Gifts, including travel.

(2) Financial interests may arise from—

(i) Compensation, including wages,salaries, commissions, professional fees, or fees for business referrals;

(ii) Consulting relationships (including commercial and professional consulting and service arrangements, scientific and technical advisory board memberships, or serving as an expert witness in litigation);

(iii) Services provided in exchange for honorariums or travel expense reimbursements;

(iv) Research funding or other forms of research support;

(v) Investment in the form of stock or bond ownership or partnership interest (excluding diversified mutual fund investments);

(vi) Real estate investments;

(vii) Patents, copyrights, and other intellectual property interests; or

(viii) Business ownership and investment interests.

(b) Requirements. The Contractor shall—

(1) Have procedures in place to screen covered employees for potential personal conflicts of interest, including—

(i) Obtaining and maintaining a financial disclosure statement from each covered employee when the employee is initially assigned to the task under the contract;

(ii) Ensuring that the disclosure statements are updated by the covered employees at least on an annual basis; and

(iii) Requiring each covered employee to update the disclosure statement whenever his/her personal or financial circumstances change.

(2) For each covered employee—

(i) Prevent personal conflicts of interest, including not assigning or allowing a covered employee to perform any task under the contract if the Contractor has identified a personal conflict of interest for the employee that the Contractor or employee cannot satisfactorily prevent or mitigate in consultation with the contracting agency;

(ii) Prohibit use of non-public Government information for personal gain; and

(iii) Obtain a signed non-disclosure agreement to prohibit disclosure of nonpublic Government information.

(3) Inform covered employees of their obligation—

(i) To disclose and prevent personal conflicts of interest;

(ii) Not to use non-public Government information for personal gain; and

(iii) To avoid even the appearance of personal conflicts of interest;

(4) Maintain effective oversight to verify compliance with personal conflict-of-interest safeguards;

(5) Take appropriate disciplinary action in the case of covered employees who fail to comply with policies established pursuant to this clause; and

(6) Report to the Contracting Officer any personal conflict-of-interest violation by a covered employee as soon as it is identified. This report shall include a description of the violation and the actions taken by the Contractor in response to the violation. Personal conflict-of-interest violations include—

(i) Failure by a covered employee to disclose a personal conflict of interest; and

(ii) Use by a covered employee of nonpublic Government information for personal gain.

Except as provided for under subparagraph (d) hereof, the Contractor shall not assign, nor allow any employee for whom it receives payment under this contract to perform any task under this contract concerning any program, contract, or other matter in which that employee, or that employee's spouse, minor child or household member has a financial interest. For each employee who performs a task in violation of this prohibition, the price of the CLIN under which the Contractor receives payment for that performance shall be reduced by the product of the hourly rate prescribed for that employee in the schedule (including wages, indirect costs, general and administrative expenses and fee), multiplied by the number of hours in which that employee was performing the task in violation of this prohibition, and the Contractor shall forfeit any right to receive said payment. Direct and indirect costs allocable to the expended hours for which payment has been forfeited shall be accounted for as unallowable costs and shall not be charged to this or any other Government contract.

(c) Mitigation or waiver.

(1) In exceptional circumstances, if the Contractor cannot satisfactorily prevent a personal conflict of interest as required by paragraph (b)(2)(i) of this clause, the Contractor may submit a request to the Contracting Officer for—

(i) Agreement to a plan to mitigate the personal conflict of interest; or

(ii) A waiver of the requirement.

(2) The Contractor shall include in the request any proposed mitigation of the personal conflict of interest.

(3) The Contractor shall—

(i) Comply, and require compliance by the covered employee, with any conditions imposed by the Government as necessary to mitigate the personal conflict of interest; or

(ii) Remove the Contractor or subcontractor employee from performance of the contract or terminate the applicable subcontract.

(4) The Contracting Officer shall have the sole discretion to grant or deny the waiver in whole or in part. The Contracting Officer’s determination shall be discretionary, final and conclusive and not subject to appeal under the Disputes clause or the Contract Disputes Act of 1978.

(d) Remedies. In addition to other remedies available to the Government, the Contractor’s failure to comply with the requirements of paragraphs (b), (c)(3), or (e) of this clause may render the Contractor subject to—

(1) Suspension of contract payments;

(2) Loss of award fee, consistent with the award fee plan, for the performance period in which the Government determined Contractor non-compliance;

(3) Termination of the contract for default or cause, in accordance with the termination clause of this contract;

(4) Disqualification of the Contractor from subsequent related contractual efforts; or

(5) Suspension or debarment.

(e) Subcontract flowdown. The Contractor shall include the substance of this clause, including this paragraph (e), in subcontracts that exceed $100,000, and in which subcontractor employees may perform acquisition functions closely associated with inherently governmental functions.

(f) Records Inspection and Review. The Contractor shall, upon written request by the Contracting Officer, and at no increase in contract price, make any and all financial disclosure statements available to the Government for inspection and review.

(End of clause)

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.

3. 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.

4. Quality Assurance. The Government will evaluate the contractor’s performance by appointing a Contracting Officer Representative (COR), 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 COR 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.

5. 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.

6. 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. The performance of this contract is not considered mission essential during time of crisis. Should a crisis be declared, the Contracting Officer (CO) will verbally advise the contractor of the revised requirements, followed by written direction.

7. 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.

8. 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.”

9. Federal Holidays. The federal legal holidays observed on Air Force bases are listed. 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

10. Contract Type. This is a 100% Small Business Set Aside, Firm Fixed Price, Single Award contract with Cost Reimbursable Travel CLINs.

11. Scope for Additional Support. The Government may require additional support on this contract. The Government reserves the right to exercise within the scope level of effort an increase of up to 30% of the award value using the pre-negotiated pre-priced labor categories and rates as required.

12. Flowdown. The contractor shall flowdown all relevant clauses, terms, and conditions necessary to ensure subcontractor performance is held to the standards laid out in this contract.

13. Integrated Process Team (IPT)/Acquisition Parterning Process (AP2) User’s Guide (Attachment 4). The “Integrated Process Team (IPT) Process” means the process of concurrent requirements refinement, proposal development, fact-finding, and preliminary agreement between the Government and contractor in a noncompetitive acquisition. In this process, the government and contractor IPT members communicate in an ongoing, structured manner from early planning stages until final Proposal Request (PR) is issued.

14. BID AND PROPOSAL COST. Bid and Proposal costs for the original proposal and all future task/delivery orders and modifications shall be included as indirect cost.

15. PLANNING, PROGRAMMING, BUDGETING, AND EXECUTION (PPBE) REQUIREMENTS FOR CONTRACTORS. Contractors are required to obtain a PPBE waiver: In the course of performance pursuant to PMEAS II requirements/tasks, the contractor will access nonpublic information, including Planning, Programming, Budgeting and Execution (PPBE) information. The contractor agrees that they will not use or disclose any such information unless authorized by the COR. Contractor further agrees that they will use their best efforts to ensure that their employees and others performing services under contract will not use or disclose any such information unless authorized by the COR. To that end, Contractor agrees that each of their employees and others performing duties under this contract will sign a Certificate of Nondisclosure. In addition, contractor personnel must be able to obtain the PPBE waiver from the Office of the Secretary of Defense (OSD). The request to OSD for this waiver shall be initiated by the COR/requesting office after contract award. (NOTE: Requirements/Tasks requiring PPBE access cannot be performed without this waiver.)

52.212-1 INSTRUCTIONS TO OFFERORS--COMMERCIAL ITEMS (JULY 2013)

(a) North American Industry Classification System (NAICS) code and small business size standard. The NAICS code and small business size standard for this acquisition appear in Block 10 of the solicitation cover sheet (SF 1449). However, the small business size standard for a concern which submits an offer in its own name, but which proposes to furnish an item which it did not itself manufacture, is 500 employees.

(b) Submission of offers. Submit signed and dated offers to the office specified in this solicitation at or before the exact time specified in this solicitation. Offers may be submitted on the SF 1449, letterhead stationery, or as otherwise specified in the solicitation. As a minimum, offers must show--

(1) The solicitation number;

(2) The time specified in the solicitation for receipt of offers;

(3) The name, address, and telephone number of the offeror;

(4) A technical description of the items being offered in sufficient detail to evaluate compliance with the requirements in the solicitation. This may include product literature, or other documents, if necessary;

(5) Terms of any express warranty;

(6) Price and any discount terms;

(7) "Remit to" address, if different than mailing address;

(8) A completed copy of the representations and certifications at FAR 52.212-3 (see FAR 52.212-3(b) for those representations and certifications that the offeror shall complete electronically);

(9) Acknowledgment of Solicitation Amendments;

(10) Past performance information, when included as an evaluation factor, to include recent and relevant contracts for the same or similar items and other references (including contract numbers, points of contact with telephone numbers and other relevant information); and

(11) If the offer is not submitted on the SF 1449, include a statement specifying the extent of agreement with all terms, conditions, and provisions included in the solicitation. Offers that fail to furnish required representations or information, or reject the terms and conditions of the solicitation may be excluded from consideration.

(c) Period for acceptance of offers. The offeror agrees to hold the prices in its offer firm for 30 calendar days from the date specified for receipt of offers, unless another time period is specified in an addendum to the solicitation.

(d) Product samples. When required by the solicitation, product samples shall be submitted at or prior to the time specified for receipt of offers. Unless otherwise specified in this solicitation, these samples shall be submitted at no expense to the Government, and returned at the sender's request and expense, unless they are destroyed during preaward testing.

(e) Multiple offers. Offerors are encouraged to submit multiple offers presenting alternative terms and conditions or commercial items for satisfying the requirements of this solicitation. Each offer submitted will be evaluated separately.

(f) Late submissions, modifications, revisions, and withdrawals of offers:

(1) Offerors are responsible for submitting offers, and any modifications, revisions, or withdrawals, so as to reach the Government office designated in the solicitation by the time specified in the solicitation. If no time is specified in the solicitation, the time for receipt is 4:30 p.m., local time, for the designated Government office on the date that offers or revisions are due.

(2)(i) Any offer, modification, revision, or withdrawal of an offer received at the Government office designated in the solicitation after the exact time specified for receipt of offers is “late” and will not be considered unless it is received before award is made, the Contracting Officer determines that accepting the late offer would not unduly delay the acquisition; and--

(A) If it was transmitted through an electronic commerce method authorized by the solicitation, it was received at the initial point of entry to the Government infrastructure not later than 5:00 p.m. one working day prior to the date specified for receipt of offers; or

(B) There is acceptable evidence to establish that it was received at the Government installation designated for receipt of offers and was under the Government's control prior to the time set for receipt of offers; or

(C) If this solicitation is a request for proposals, it was the only proposal received.

(ii) However, a late modification of an otherwise successful offer, that makes its terms more favorable to the Government, will be considered at any time it is received and may be accepted.

(3) Acceptable evidence to establish the time of receipt at the Government installation includes the time/date stamp of that installation on the offer wrapper, other documentary evidence of receipt maintained by the installation, or oral testimony or statements of Government personnel.

(4) If an emergency or unanticipated event interrupts normal Government processes so that offers cannot be received at the Government office designated for receipt of offers by the exact time specified in the solicitation, and urgent Government requirements preclude amendment of the solicitation or other notice of an extension of the closing date, the time specified for receipt of offers will be deemed to be extended to the same time of day specified in the solicitation on the first work day on which normal Government processes resume.

(5) Offers may be withdrawn by written notice received at any time before the exact time set for receipt of offers. Oral offers in response to oral solicitations may be withdrawn orally. If the solicitation authorizes facsimile offers, offers may be withdrawn via facsimile received at any time before the exact time set for receipt of offers, subject to the conditions specified in the solicitation concerning facsimile offers. An offer may be withdrawn in person by an offeror or its authorized representative if, before the exact time set for receipt of offers, the identity of the person requesting withdrawal is established and the person signs a receipt for the offer.

(g) Contract award (not applicable to Invitation for Bids). The Government intends to evaluate offers and award a contract without discussions with offerors. Therefore, the offeror's initial offer should contain the offeror's best terms from a price and technical standpoint. However, the Government reserves the right to conduct discussions if later determined by the Contracting Officer to be necessary. The Government may reject any or all offers if such action is in the public interest; accept other than the lowest offer; and waive informalities and minor irregularities in offers received.

(h) Multiple awards. The Government may accept any item or group of items of an offer, unless the offeror qualifies the offer by specific limitations. Unless otherwise provided in the Schedule, offers may not be submitted for quantities less than those specified. The Government reserves the right to make an award on any item for a quantity less than the quantity offered, at the unit prices offered, unless the offeror specifies otherwise in the offer.

(i) Availability of requirements documents cited in the solicitation. (1)(i) The GSA Index of Federal Specifications, Standards and Commercial Item Descriptions, FPMR Part 101-29, and copies of specifications, standards, and commercial item descriptions cited in this solicitation may be obtained for a fee by submitting a request to--GSA Federal Supply Service Specifications Section, Suite 8100, 470 East L'Enfant Plaza, SW, Washington, DC

20407, Telephone (202) 619-8925, Facsimile (202) 619-8978.

(ii) If the General Services Administration, Department of Agriculture, or Department of Veterans Affairs issued this solicitation, a single copy of specifications, standards, and commercial item descriptions cited in this solicitation may be obtained free of charge by submitting a request to the addressee in paragraph (i)(1)(i) of this provision. Additional copies will be issued for a fee.

(2) Most unclassified Defense specifications and standards may be downloaded from the following ASSIST websites:

(i) ASSIST (http://assist.daps.dla.mil).

(ii) Quick Search (http://assist.daps.dla.mil/quicksearch).

(iii) ASSISTdocs.com (http://assistdocs.com).

(3) Documents not available from ASSIST may be ordered from the Department of Defense Single Stock Point (DoDSSP) by--

(i) Using the ASSIST Shopping Wizard (http://assist.daps.dla.mil/wizard);

(ii) Phoning the DoDSSP Customer Service Desk (215) 697-2179, Mon-Fri, 0730 to 1600 EST; or

(iii) Ordering from DoDSSP, Building 4, Section D, 700 Robbins Avenue, Philadelphia, PA 19111-5094, Telephone (215) 697-2667/2179, Facsimile (215) 697-1462.

(4) Nongovernment (voluntary) standards must be obtained from the organization responsible for their preparation, publication, or maintenance.

(j) Data Universal Numbering System (DUNS) Number. (Applies to all offers exceeding $3,000, and offers of $3,000 or less if the solicitation requires the Contractor to be registered in the System for Award Management (SAM) database. The offeror shall enter, in the block with its name and address on the cover page of its offer, the annotation “DUNS” or “DUNS +4” followed by the DUNS or DUNS +4 number that identifies the offeror's name and address. The DUNS +4 is the DUNS number plus a 4-character suffix that may be assigned at the discretion of the offeror to establish additional SAM records for identifying alternative Electronic Funds Transfer (EFT) accounts (see FAR Subpart 32.11) for the same concern. If the offeror does not have a DUNS number, it should contact Dun and Bradstreet directly to obtain one. An offeror within the United States may contact Dun and Bradstreet by calling 1-866-705-5711 or via the internet at http://fedgov.dnb.com/webform. An offeror located outside the United States must contact the local Dun and Bradstreet office for a DUNS number. The offeror should indicate that it is an offeror for a Government contract when contacting the local Dun and Bradstreet office.

(k) System for Award Management. Unless exempted by an addendum to this solicitation, by submission of an offer, the offeror acknowledges the requirement that a prospective awardee shall be registered in the SAM database prior to award, during performance and through final payment of any contract resulting from this solicitation. If the Offeror does not become registered in the SAM database in the time prescribed by the Contracting Officer, the Contracting Officer will proceed to award to the next otherwise successful registered Offeror.