H92222-09-R-0034 A0003.pdf

AMENDMENT OF SOLICITATION/MODIFICATION OF CONTRACT

Except as 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)

30-105-04EXCEPTION TO SF 30

APPROVED BY OIRM 11-84

STANDARD FORM 30 (Rev. 10-83) Prescribed by GSA

FAR (48 CFR) 53.243

The purpose of this amendment is to: 1. Revise Task order 2 SOO and SCI Addendum, 2. Modify RFP Section I Clause 52.244-2, 3. Revise Task order 4 ITO and DD254, 4. Add 52.223-2 and 52.223-17 to Section I, 5. Revise Section H clause H.15.1. Reference page 2 SF 30.

1. CONTRACT ID CODE PAGE OF PAGES

S 1 21

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

16C. DATE SIGNED

BY 09-Oct-2009

16B. UNITED STATES OF AMERICA15C. DATE SIGNED15B. CONTRACTOR/OFFEROR

(Signature of Contracting Officer)(Signature of person authorized to sign)

8. NAME AND ADDRESS OF CONTRACTOR (No., Street, County, State and Zip Code) X H92222-09-R-0034

X 9B. DATED (SEE ITEM 11)

10-Sep-2009

10B. DATED (SEE ITEM 13)

9A. AMENDMENT OF SOLICITATION NO.

11. THIS ITEM ONLY APPLIES TO AMENDMENTS OF SOLICITATIONS

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

Offer 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 copies 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 DATE 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 date 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, is required to sign this document and return copies to the issuing office.

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

10A. MOD. OF CONTRACT/ORDER NO.

2. AMENDMENT/MODIFICATION NO. 5. PROJECT NO.(If applicable)

6. ISSUED BY

3. EFFECTIVE DATE

09-Oct-2009

CODE

HQ USSOCOM SOAL-K

ATTN: DEANNA COX

7701 TAMPA POINT BLVD

MACDILL AFB FL 33621

H92222 7. ADMINISTERED BY (If other than item 6)

4. REQUISITION/PURCHASE REQ. NO.

CODE

See Item 6

FACILITY CODECODE

EMAIL:TEL:

H92222-09-R-0034

SECTION SF 30 BLOCK 14 CONTINUATION PAGE

SUMMARY OF CHANGES

The purpose of this Amendment is to accomplish the following:

1. Revise Task order 2 SOO and SCI Addendum

2. Modify RFP Section I Clause 52.244-2

3. Revise Task order 4 ITO and DD254

4. Add 52.223-2 and 52.223-17 to Section I

5. Revise Section H clause H.15.1 as outlined below

SECTION H - SPECIAL CONTRACT REQUIREMENTS

The following have been modified:

SECTION H CLAUSES

Section H Table of Contents

H.1 Reserved

H.2 5652.201-9002 Authorized Changes Only by Contracting Officer (2005)

H.3 5652.204-9003 Disclosure of Unclassified Information (2007)

H.4 Contractor Identification and Security Requirements, Also reference Section 3.2, PWS

H.5 Common Access Cards for Contractor Personnel

H.6 Government Contractor Relationships

H.7 Conduct of Personnel

H.8 Maintaining Personnel

H.8.1 Key Management Personnel Requirements Contract Level

H.9 Mission Essential Contractor Personnel

H.10 Deployments

H.10.1 SPOT Functions

H.11 Work Period and Authorized Holidays

H.12 5652.216-9005, Government Down Time for Various Reasons (2005)

H.13 Reserved

H.14 Decentralized Task Orders (Ordering Authority)

H.15 Organizational Conflict Of Interest and Protecting and Handling Proprietary Information

H.15.1 Organizational Conflict Of Interest

H.15.2 Protecting and Handling Proprietary Information

H.16 Associate Contractor Agreements

H.17 Cross-teaming

H.18 Prime-Subcontractor List

H.19 Subcontracting Requirement

H.20 Exercise of Contract Option Period

H.21 Small and Small Disadvantaged Subcontracting Requirements

H.21.1 Penalty for Failure to meet the Small and Small Disadvantaged Business Contracting Participation

H.21.2 Credit For Subcontracting to AbilityOne Firms

H.22 Procedures for Issuing, Evaluating, and Awarding Task Orders

H.22.1 Government Requests for Task Order Proposals

H.22.2 Submission of Task order Proposals

H.22.3 Government Evaluation of Task Order Proposals

H.22.4 Authorization to Proceed on Task Orders

H.22.5 Option exercises at Task order level

H.22.6 Task Order Completion

H.23 Fair Opportunity Exceptions

H.24 Task Order Ombudsman

H.25 Travel Requirements

H.26 Material

H.27 Allowable Costs direct support

H.28 Transfer of Business Unit Executing the Contract

H.29 Non-Displacement of Qualified Workers

Section H - Special Contract Requirements

H.2 5652.201-9002 Authorized Changes Only by Contracting Officer (2005)

The Contractor shall not comply with any order, direction or request of Government personnel unless it is issued in writing and signed by the Contracting Officer, or is pursuant to specific authority otherwise included as part of this contract. Except as specified herein, no order, statement, or conduct of Government personnel who visit the contractor’s facilities or in any other manner communicates with Contractor personnel during the performance of this contract shall constitute a change under the Changes clause in Section I. In the event the Contractor effects any change at the direction of any person other the Contracting Officer, the change will be considered to have been made without authority and no adjustment will be made in the contract price to cover any increase in cost incurred as a result thereof. The address and telephone number of the Contracting Officer is

Ms. Deanna Cox

USSOCOM, SOAL-KH

7701 Tampa Point Blvd.

MacDill AFB, FL 33621-5323 813-282-8795 X6109

H.3 5652.204-9003 Disclosure of Unclassified Information (2007)

(a) On September 21, 2001, the Department of Defense designated Headquarters US Special Operations Command (USSOCOM) a sensitive unit, as defined by Title 10 United States Code (USC) Section 130b (10 USC 130b). In keeping with this designation, unclassified information related to USSOCOM with respect to any military information, operations, technology, or acquisitions managed by USSOCOM or any of its component commands, will be designated Controlled Unclassified Information (CUI). As such, the contractor hereby unequivocally agrees that it shall not release to anyone outside the Contractor’s organization any unclassified information, regardless of medium (e.g., film, tape, document, contractor’s external website, newspaper, magazine, journal, corporate annual report, etc.), pertaining to any part of this contract or any program related to this contract, unless the Contracting Officer has given prior written approval. Furthermore, any release of information which associates USSOCOM, Special Operation Forces (SOF), any component command or any USSOCOM reporting organization with an acquisition program, contractor, or this contract is prohibited unless specifically authorized by USSOCOM.

(b) Request for approval shall identify the specific information to be released, the medium to be used, and the purpose for the release. The contractor shall submit the request to the Contracting Officer at least 45 days before the propose date for release for approval. No release of any restricted information shall be made without specific written authorization by the Contracting Office.

(c) The Contractor shall include a similar requirement in each subcontract under this contract.

Subcontractors shall submit request for authorization to release through the prime contractor to the Contracting Officer.

(d) The Contractor further understands that Title 18 USC Section 701 specifically prohibits the use of the USSOCOM emblem or logo in any medium (e.g., corporate website, marketing brochure, news paper, magazine, etc.) unless authorized in writing by USSOCOM. Forward any request to use the USSOCOM emblem or logo through the Contracting Officer.

H.4. Contractor Identification and Security Requirements, Also reference Section 3.2, PWS

a. The Contracting Officer intends to issue task orders whose scope of effort will be in support of classified programs. In order to be eligible to provide support to classified programs, prime contractors must possess a Top Secret facility clearance at time of contract award. Individuals performing work under resultant tasks orders must comply with applicable program security requirements which will require personnel security clearances up to and including Top Secret at time of award per Section 3.2 of the PWS and task order instructions. Specific task orders may also require individual personnel to have access to Sensitive Compartmented Information (SCI) or DCID 6/4 eligibility, Nuclear Command and Control (NC2), and possibly Special Access Information, such as Special Access Programs (SAP), Special Access Requirements (SAR), and Special Technical Operations (STO) clearances.

Therefore, although for prime award eligibility contractors need only show proof of Top Secret Facility Clearance per Sections L and M, however, contractors must be prepared to propose on efforts requiring higher security requirements at the task order levels after award. At this time all TS/SCI is performed on site.

b. Where classified information/data is involved, the contractor shall comply with the “National Industrial Security Program Operating Manual (NISPOM)” and the DD Form 254 (Contract Security Classification Specification) that is included as an attachment in Section J. (Ref FAR 52.204-2)

c. The contractor will be required to comply with all security requirements enforced by the applicable sponsoring Government agency. In accordance with DoD 5200.2-R, Personal Security Program, contractor personnel shall have as a minimum a favorable National Agency Check (NAC) completed before being permitted access to any Government automated information technology system.

d. When directed by the Contracting Officer, the contractor shall remove any employee who endangers national security. Removal shall not be a direct charge to the Government.

e. Contractor employees shall obtain and display identification/security badges to obtain access to any Government installation and any buildings used by the contractor. Contractor employees shall wear a Government-issued badge while in Government facilities. Contractor employees are required to clearly identify themselves as a contractor at all times whether in person or on the telephone. Further, sub-contractors must identify their respective prime contractors. If a contractor employee leaves the company or moves to a different agency for support under this contract they will be required to "check-out" with their Government representative (COR) and turn their badge into the Security Management Office (SMO) and clear all computer systems to which they have access.

Security clearances will be processed IAW established procedures, and will be the responsibility of the contractor.

f. The Government (DISCO) shall have and exercise full and complete control over granting, denying, withholding, or terminating security clearances for contractor employees. Furthermore, the Government reserves the right to grant personnel temporary security clearances in emergency situations. However, this shall incur no obligation on behalf of the Government to grant any of these personnel permanent clearances if the subsequent background investigation does not recommend the clearance.

g. The contractor’s employees are prohibited from possessing weapons, firearms or ammunition, on themselves or within their contractor-owned vehicle or privately owned vehicle while on any Government installation except IAW

252.225-7040 - CONTRACTOR PERSONNEL AUTHORIZED TO ACCOMPANY U.S. ARMED FORCES

DEPLOYED OUTSIDE THE UNITED STATES (JAN 2009).

h. The contractor shall control access to all Government provided lock combinations to preclude unauthorized entry.

The contractor is not authorized to record lock combinations without written approval by the Government. Records with written combination(s) to authorized secure storage containers, secure storage rooms or certified vaults, shall be marked and safeguarded at the highest classification level as the classified material(s) maintained inside the approved containers.

i. Contractor employees working within government facilities are required to attend/complete all command required security course (newcomers, Information Security, LAN, etc.). Prior to traveling outside of the U.S. on leave or temporary duty (TDY), contractor personnel must also receive anti-terrorism awareness training and threat briefings for their intended destination. Prime contractors are responsible for ensuring that their team members/subcontractors attend this required training.

H. 5 Common Access Cards for Contractor Personnel

(a) For installation(s)/location(s) cited in the contract, contractors shall ensure Common Access Cards (CACs) are obtained by all contract or subcontract personnel who meet one or both of the following criteria:

(1) Require logical access to Department of Defense computer networks and systems in either:

(i) the unclassified environment; or

(ii) the classified environment where authorized by governing security directives.

(2) Perform work which requires the use of a CAC for installation entry control or physical access to facilities and buildings.

(b) Contractors and their personnel shall follow the procedures outlined in the DMDC Contractor Verification System User Manual, Version 2.0.1 April 2009. The Trusted Agents for this contract are the Appointed CORs per task order. It is the responsibility of the prime contractors to ensure the CORs have all updated information in order to process timely reverifications and new requests in CVS.

During the performance period of the contract, the contractor shall:

(1) Return CACs in accordance with local policy/directives within 7 working days of a change in status for contractor personnel who no longer require logical or physical access;

(2) Return CACs in accordance with local policy/directives within 7 working days following a CACs expiration date; and

(3) Report lost or stolen CACs in accordance with local policy/directives.

(4) Within 7 working days following completion/termination of the contract, the contractor shall return all CACs issued to their personnel to the issuing office or the location specified by local policy/directives.

(5) Failure to comply with these requirements may result in withholding of final payment.

H.6 Government Contractor Relationships The Government and the contractor understand and agree that the services to be delivered under this contract by the contractor to the Government are non-personal services. The parties recognize and agree that no employer -employee relationships exist or will exist under the contract between the Government and Contractor and/or between the Government and the Contractor's employees. It is therefore, in the best interest of the Government to afford the parties a full and complete understanding of their respective obligations.

Contractor personnel under this contract shall not:

• be placed in a position where they are appointed or employed by a Federal Officer, or are under the supervision, direction, or evaluation of a Federal Officer, Military or Civilian.

• be placed in a staff or policy making position.

• be placed in a position of command, supervision, administration or control over Military or Civilian

Personnel, or personnel of other contractors, or become a part of the Government organization.

• be used for the purpose of avoiding manpower ceilings or other personnel rules and regulations or the Civil

Service Commission.

• Be used to perform inherently governmental functions IAW FAR 7.5

The services to be performed under this contract do not require the contractor or its employees to exercise personal judgment and discretion on behalf of the Government, but rather the contractor's employees will act and exercise personal judgment and discretion on behalf of the contractor.

Rules, regulations, directions and requirements which are issued by command authorities under their responsibility for good order, administration, and security are applicable to all personnel who enter the installation, or who travel on Government transportation. This is not to be construed or interpreted to establish any degree of Government control, which is inconsistent with a non-personal service contract. Reference Business Rules for further “do’s and don’ts” guidance on non-personal service contract support.

H.7 Conduct of Personnel The Contractor, including his assigned personnel, performing services on a military reservation shall be guided by and shall observe and comply with all applicable rules, regulations, directions and requirements pertaining to conduct of personnel on the military reservation as prescribed by the Commander of the military reservation during the performance of the required services. The Contractor further agrees to recognize the authority of the responsible military Commander to suspend, restrain or restrict the activities of Contractor personnel whenever in his judgment such action is deemed necessary for the protection of personnel and equipment under his military jurisdiction.

H.8 Maintaining Personnel The Government considers maintaining a low rate of personnel turnover an important performance measure of the success of this contract. It costs both the Government and the Contractor significant time and money to orient and in-process new personnel. Accordingly, when replacing personnel, the Contractor must ensure that the new personnel meet or exceed the stated qualification of the individuals originally proposed

H.8.1 Key Management Personnel Requirements Contract Level

Certain experienced professional and/or technical personnel are essential for successful accomplishment of the work to be performed under this contract. Such personnel are defined as "Key Management Personnel" and are those persons whose resumes were submitted for evaluation of the initial proposal. The contractor agrees that such personnel shall not be removed from the contract work or replaced without compliance with the following:

(1) If one or more of the key personnel, for any reason, becomes or is expected to become unavailable for work under this contract for a continuous period exceeding 30 work days, or is expected to devote substantially less effort to the work than indicated in the proposal or initially anticipated, the contractor shall, subject to the concurrence of the Contracting Officer or an authorized representative, promptly replace personnel with personnel of equal ability and qualifications.

(2) All requests for approval of substitutions hereunder must be in writing and provide a detailed explanation of the circumstances necessitating the proposed substitutions. The request must contain a resume for the proposed substitute, and any other information requested by the Contracting Officer. The Contracting Officer shall promptly notify the contractor of approval or disapproval in writing.

(3) If the Contracting Officer determines that suitable and timely replacement of Key Personnel who have been reassigned, terminated or have otherwise become unavailable for the contract work is not reasonably forthcoming or that the resultant reduction of productive effort would be so substantial as to impair successful completion of the contract, the Contracting Officer may terminate the contract for default or for the convenience of the Government, as appropriate, and will consider when assessing performance prior to exercising an option year.

H.9 Mission Essential Contractor Personnel The Contracting Officer has identified all or a portion of the services performed under this contract as “Essential DoD Contractor Services” as defined and described in DoD Instruction (DoDI) 3020.37, “Continuation of Essential DoD Contractor Services During Crises.” Hereafter, the personnel identified by the contractor to perform these services shall be referred to as “Mission Essential Contractor Personnel.”

If notification is provided that a task order will require mission essential support, the Contractor shall provide a written list of all “Mission Essential Contractor Personnel” to the Contracting Officer or designee. The list shall identify names and country(ies) where each employee will perform work under the task order.

As required to comply with or perform pursuant to DoD or SOCOM requirements, the contracting officer shall direct the contractor to comply with requirements intended to safeguard the safety and health of Mission Essential Contractor Personnel. The Contracting Officer may communicate the requirements through a letter of notification or other means, and subsequently modify the contract to incorporate the requirements via full text or by reference. The Contractor may file a proposal for cost or other impacts under the Changes clause or a Request for Equitable Adjustment.

H.10 Deployments All contractor personnel authorized to accompany U.S. Armed Forces deployed outside the United States must be accounted for in the Synchronized Predeployment and Operational Tracker (SPOT) Program located at https://spot.altess.army.mil/. Per DFARS 252.225-7040. All prime contracts will be pre-loaded in SPOT by the KO.

All contractors will be required to input the LOA requests per task order, per employee in SPOT and send to the applicable COR for that task order. After COR approval the KO will finalize and sign the LOA in SPOT.

H 10.1 The prime contractors will each have a Point of Contact that will process the LOAs within the SPOT system.

The COR will be assigned as the Government Authority and the Contracting Officer (KO) approves the LOA within the system. A complete SPOT guide will be provided via email to all prime contractors for assistance.

The basic process for LOA's is three steps:

Step 1: All prime contracts will be loaded in SPOT by SOAL KH; we will pre-load authorizations, privileges per the contract, etc. and ensure all CORS are in the SPOT system.

Step 2: An LOA is requested as part of creating a deployment (from contractor) at the task order level. The LOA is assigned to a Government Authority user (the COR).

Step 3: The Government Authority (COR) reviews the LOA inbox and authorizes the LOA.

Step 4: The Contracting Officer then reviews the LOA, inserts the accounting data from the task order, and approves. Once the KO approves the LOA it is digitally signed and available to be reviewed and printed.

H.11 Work Period and Authorized Holidays A standard work period of 40 hours Monday through Friday has been established for this contract for the majority of all required support. Command core hours are 0900-1500 hours, however, contractors are permitted to work flexible work hours to support their customer. Due to security restrictions, Contractors will not be permitted to work on Saturday, Sunday or legal holidays for on-site support unless authorized by the Contracting Officer or the Cognizant Contracting Officer Representative (COR). Contractors are responsible to manage the requirement to ensure task order ceiling hours are not exceeded in the case of cost type orders and additional funds will not be required by the Government. Proper notifications will be accomplished per limitations of cost reporting contract clauses.

• January 1st

• 3rd Monday of January

• 3rd Monday of February

• Last Monday of May

• July 4th

• 1st Monday of September

• 2nd Monday of October

• November 11th

• 4th Thursday in November

• December 25th

When one of the above designated legal holidays falls on a Sunday, the following Monday will be observed as a legal holiday. When one of the above designated legal holidays falls on a Saturday, the preceding Friday will be observed as a legal holiday .

H. 12 5652.216-9005, Government Down Time for Various Reasons (2005)

From time to time Government installations may be closed in response to an unforeseen emergency or similar occurrence, or by order of the President, Secretary of Defense, or installation commander. Designated emergencies include, but are not limited to, adverse weather such as snow or flood, an act of God such as a tornado or earthquake, acts of war or terrorism, computer failures, or a base disaster such as a natural gas leak or fire.

(1) Under such designated emergencies or other ordered base closures, contractor personnel will not be allowed on the Government installation unless specifically approved by the Contracting Officer in accordance with installation policies and procedures. If an emergency requiring installation closure occurs while contractor personnel are on the installation, contractor personnel shall promptly secure all government furnished property appropriately and evacuate in an expedient but safe manner unless otherwise directed by the Contracting Officer.

(2) If the installation closure causes a delay in the work required by the contract, the Government may:

(i) grant a time extension in each task order delayed by the closure equal to the time of the closure, subject to the availability of funds.

(ii) terminate the work or a portion of the work.

(iii) reschedule the work on any day satisfactory to both parties.

(iv) permit the contractor to perform at an off-site location during the period of installation closure if meaningful work can be accomplished. Contractor shall certify to the government by letter within 5 business days of returning to work the nature and scope of the work completed off-site. There shall be no adjustment to the contract labor rates for work performed off the installation.

(v) require that the Contractor continue on-site performance during the installation closure period in accordance with installation procedures.

H. 13 RESERVED

H. 14 Decentralized Task Orders (Ordering Authority) The GBPS contract allows for both centralized and decentralized execution of task orders. SOCOM and authorized users at the SOCOM Components may receive access to the GBPS contract for the purpose of awarding and administering task orders. Centralized orders will be issued and administered through HQ USSOCOM Directorate of Procurement, HQ Services Support Division, SOAL K and decentralized orders will be issued and administered through the requesting organization’s Cognizant Contracting Activity. The attached business rules referenced in Section G and Attachment 2 to Section J will be adhered to by all contract organizations granted this ordering authority. Contractors will be notified in writing which offices have been granted decentralized ordering authority during the performance of this contract if any.

H. 15 Organizational Conflict Of Interest and Protecting and Handling Proprietary Information

H.15.1 Organizational Conflict of Interest

(a) The work to be performed by the contractor under this contract is of such a nature that it may create an organizational conflict of interest as contemplated and defined by Subpart 9.5 of the Federal Acquisition Regulation (FAR). The contractor (as defined in paragraph (d) below) shall not engage in contract activities which may impair its ability to render unbiased advice and recommendations, or in which it may gain an unfair competitive advantage as a result of the knowledge, information and experience gained during the performance of this contract.

(b) The contractor shall not participate as a prime contractor, subcontractor, consultant or team member in any acquisition for services, hardware or software during the life of this contract or through the initial production contract, whichever is longer, where:

(1) The contractor, in performing a task/delivery order under this contract, has participated in requirements generation, requirements analysis, acquisition support, budget planning and management, business process reengineering, program planning and execution support, or statement of work preparation; or,

(2) The system, hardware, or software, being developed has the potential of being tested by the contractor under a task/delivery order issued under this contract; or,

(3) The contractor may have an unfair competitive advantage resulting from the information gained during the performance of a task/delivery order under this contract; or,

(4) Contractor performs technical evaluation of contractor proposal and/or products or services or provides advisory services in relation thereto.

(c) The Contractor may be required to perform technical evaluation of contractor offers and/or products as well as advisory and assistance services relative to the same. In these instances, the Contractor will not evaluate or advise the Government concerning its own products or activities.

(d) The term "contractor" herein used means:

(1) The organization entering into this contract with the Government;

(2) All business organizations with which it merges, joins or affiliates, now or in the future, and in any manner whatsoever, or which hold or may obtain, by purchase or otherwise, direct or indirect control of;

(3) Its parent organization (if any), and any of its present or future subsidiaries, associates, affiliates; and,

(4) Any organization or enterprise over which it has direct or indirect control (now or in the future).

(e) “Affiliates” means concerns and entities where one controls or has the power to control the other, or a third party or parties controls or has the power to control both. It does not matter whether control is exercised, so long as the power to control exists.

(f) Government representatives shall have access to the contractor's premises and the right to inspect all pertinent books and records in order to insure that the contractor is in compliance with Subpart 9.5 of the FAR and this provision.

(g) If the contractor, after award, discovers a potential organizational conflict of interest, a prompt and full disclosure shall be made in writing to the contracting officer. This disclosure shall include a description of the actions the contractor has taken or proposes to take to avoid or mitigate the conflict.

(h) The Government may waive application of this clause when it is determined to be in the best interest of the Government to do so.

(i) The contractor shall include this provision, including this paragraph, in subcontracts of any tier. The use of this clause in such subcontracts shall be read by substituting the word "subcontractor" for the word "contractor" wherever the latter appears.”

H.15.2 Protecting and Handling Proprietary Information

(a) During contract performance the contractor may, either directly or through the Government, receive proprietary technical data and computer software (hereafter “proprietary information") of other contractors. The contractor shall protect such proprietary information with the same caution that a reasonably prudent contractor would use to safeguard highly valuable property. Proprietary information shall not be duplicated, used or disclosed in whole or in part, without prior permission of the Government, for any purpose other than to perform this contract. This restriction does not limit the contractor's right to use, duplicate or disclose such information if such information was lawfully obtained by the contractor from other sources.

(b) The contractor shall enter into written agreements with all companies whose proprietary information it receives.

In addition, the contractor shall obtain individual non-disclosure agreements from all employees who have access to such data. The contractor shall furnish to the Contracting Officer (CO) copies of these written agreements.

(c) The contractor shall include this provision, including this paragraph, in subcontracts of any tier which involve access to information covered in paragraph (a) above. The use of this clause in such subcontracts shall be read by substituting the word "subcontractor" for the word "contractor" wherever the latter appears.

H.16 Associate Contractor Agreements The Contractor shall enter into Associate Contractor Agreements (ACA) for any portion of the contract requiring joint participation in the accomplishment of the Government’s requirement as specified in individual orders. Joint participation may involve entering into this agreement with another GBPS prime in support of one or more customers or it may also include agreements with other contract primes outside of GBPS as identified within a specific task order. The agreements shall include the basis for sharing information, data, technical knowledge, expertise, and/or resources essential to the interaction of the program support, which shall ensure the greatest degree of cooperation for the development of the program to meet the terms of the contract. Associate Contractor information identified below is to be provided for individual task orders as required.

(a) CONTRACTOR ADDRESS PROGRAM/CONTRACT

(b) ACAs shall include the following general information:

1) Identify the associate Contractors and their relationships.

2) Identify the program involved and the relevant Government contracts of the associate Contractors.

3) Describe the associate Contractor interfaces by general subject matter.

4) Specify the categories of information to be exchanged or support to be provided.

5) Include the expiration date (or event) of the ACA.

6) Identify potential conflicts between relevant Government contracts and the ACA; include agreements on protection of proprietary data and restrictions on employees.

(c) The cooperating Contactors shall provide a copy of such agreement to the Contracting Officer for review before execution of the document.

(d) The Contractor is not relieved of any contract requirements or entitled to any adjustments to the contract terms because of a failure to resolve a disagreement with an associate Contractor.

(e) Liability for the improper disclosure of any proprietary data contained in or referenced by any agreement shall rest with the parties to the agreement, and not the Government.

(f) All costs associated with the agreements are included in the negotiated cost of this contract. Agreements may be amended as required by the Government during the performance of this contract.

(g) The following Contractors are associate Contractors with whom agreements are required: (To be provided per task order if necessary)

H. 17 Cross-teaming Teaming arrangements in which Prime Contractors participate as a subcontractor/team member with another Prime Contractor are not authorized under this contract for task order competitions. In addition, an offeror under the contract solicitation may not compete to be the prime for one team and a subcontractor for another team. Contractor team arrangements will comply with FAR 9.6.

H. 18 Prime-Subcontractor List Any time a prime adds or delete a major subcontractor (performing 25% of the overall effort) the prime Contractor shall provide an updated list to the Contracting Officer or Administrative Contracting Officer for review and approval per FAR Part 44 . All prime contractors shall maintain an approved purchasing system, however, if during the period of performance the prime contractor does not have an approved purchasing system, 10 U.S.C. 2306 requires notification before the award of any cost-plus-fixed fee subcontract, or any fixed-price subcontract that exceeds the greater of the simplified acquisition threshold or 5 percent of the total estimated cost of the contract.

Primes are encouraged to foster long-term relations with subs on their teams. The prime Contractor is responsible for providing timely notification to the Government of any acquisition or mergers involving the prime contractor to include the potential impact on this contract.

H.19 Subcontracting Requirement The magnitude of this contract may require many business concerns to team, partner, and/or subcontract with other business concerns (large and small). The Government has set a small business subcontracting requirement of 30% of total contract dollars(less material, ODC, and Travel) for this contract. All large business prime contractors will be required to meet and maintain this requirement throughout the life of the contract. Data regarding each Contractor's subcontractor performance will be obtained as follows: after contract award, large business prime contractors shall submit documentation supporting actual total contract dollars subcontracted to small business concerns in accordance with eSRS contract clause. This 30% minimum requirement shall be evaluated by the ordering KO as part of a determination of past performance compliance for exercising an option period on that prime contractor's contract. Additionally, the Government shall be entitled to a unilateral reduction on contract price in an amount that, considering the circumstances, is determined to be equitable by the KO (see Clause H.21)

H.20 Exercise of Contract Option Period

Prior to exercising a prime award option period the Government will review the Contractor's performance based upon information obtained from all evaluation areas in the Contractor Performance Assessment Reports in CPARS and input obtained through internal sources, including the CORs IAW the QASP, meeting the contractual subcontracting requirements, quality of service, proven task order competitiveness, and proven cost control over the basic contract award period. At the time of review, if the Contracting Officer (KO) determines that a contractor's performance is unsatisfactory, the Government will not exercise the option on that specific contract. If at the time of review the KO determines that a Contractor's performance to that point is satisfactory, the Government may unilaterally exercise the option on that contract for that option period.

H.21 Small and Small Disadvantaged Subcontracting Requirements

The contractor's approved subcontracting plan is a material requirement of this contract. The subcontracting levels stated in the approved plan are the minimum requirements of the contract. The percentages stated in this clause are not goals; they are mandatory requirements. The minimum mandatory requirements are a percentage of total contract dollars (direct labor only, not inclusive of material, ODC, or Travel). Additionally, for task orders or task order modifications that will be performed entirely outside of the United States and its outlying areas those dollars will be excluded from the requirement for the 30% Small Business mandate.

CATEGORY MINIMUM

REQUIREMENT

Small business 30% Small disadvantaged ** 5% Woman owned** 3% HUBZone*** 0% Veteran owned** 3% Service Disabled Veteran Owned** 3%

**Included in 30% *** HUBZone Small Business subcontracting is highly encouraged. Any percentage of subcontracts awarded to HUBZone Contractors will be counted and included in the overall required 30%.

The firm(s) must be registered in the Central Contractors Registration https://www.bpn.gov/ccr/default.aspx Also recommend Pro-Net, Dynamic Small Business Search Engine http://dsbs.sba.gov/dsbs/search/dsp_dsbs.cfm

H.21.1 Penalty for Failure to meet the Small and Small Disadvantaged Business Contracting Participation

The initial evaluation of small business subcontracting performance will be the second regular Subcontracting Report for Individual Contracts and Summary Contract Report submission that occurs after the first, full 1 year period from contract award. All subcontracting reports will be submitted via eSRS. Additionally, starting at this same time period all prime contractors will begin including a separate report within the monthly reports required under PWS paragraph 3.1.1 which reports total direct labor dollars being subcontracted IAW H.21 above.

If the actual Small Business performance for the overall contract effort does not meet the mandatory goals stated in the approved subcontracting plan for each category, the Government shall be entitled to a reduction in profit/fee at the task order levels. Prior to exercising any task order option periods for a period of 1 year after the eSRS submission outlining unachieved goals, (i.e. if you have 20 task order options being exercised over the next year, all are effected) the government will be entitled to reduce the profit/fee that was negotiated and awarded for those option periods by 2.5% of the estimated cost for each option period being exercised for every task order over the next year (penalty period). For example, on a cost plus fixed fee task if the estimated cost is $100,000 and the fixed-fee is $10,000, the fee would be reduced by $2,500, to $7,500. On a firm fixed price task, if the negotiated cost was $100,000 and negotiated profit was $10,000, (totaling $110,000) the task price would be reduced by $2,500 and the resulting task price would be $107,500.

The reduction will effect that entire full option period year of that task order (example, a prime submits a report in May 2012 reflecting goals are not met; the prime currently has 10 active task orders with option years; prior to exercising any task order options from June 2012 to May 2013 the government will reduce the fee for the option period being exercised; if the task order option period exercised period of performance is Nov 2012 to Nov 2013, the fee reduction applies for that entire year).

In addition, if the contractor does not meet the 30% subcontracting requirement, the Government may elect not to exercise the next option period on that prime contractor's contract per the QASP or an option under a specific task order.

H.21.2 Credit For Subcontracting to AbilityOne Firms

There are no mandatory contractual requirements to subcontract to AbilityOne Firms. The Government is however offering an incentive to encourage prime contractors to provide subcontracting opportunities to AbilityOne. For each percentage point or fraction thereof subcontracted to an AbilityOne firm the prime contractor shall receive a corresponding 2 for 1 credit toward their total 30% Small Business mandate for the next reporting period.

Example, AbilityOne receives 1% of the total contract dollars (by prime contractor) during the base period of the contract. The prime contractor who subcontracts with AbilityOne will have already met 2% of their total subcontracting mandate.

H. 22 Procedures for Issuing, Evaluating, and Awarding Task Orders

General. This contract is designed to meet the wide and varied needs of USSOCOM. As such, FFP, FP LOE, FPIF, CPFF, and CPIF types of task orders may be awarded hereunder, however, FFP will be the preferred contract type to accompany performance based concepts to the maximum extent possible. The Government will determine the most appropriate task order contract type for each effort. The Government may unilaterally deviate from these procedures at any time as required. The Government intends to award the first four task orders based on the task proposals submitted with the contract proposal shortly after the prime awards are made and further discussions are not anticipated for these initial 4 awards. The basis of award of the 4 initial task orders will be in accordance with H.22.3. The Contractor shall normally have 25 days to submit their proposals, unless a) a longer timeframe is specified in the request for task order proposal, or b) it is an urgent requirement as addressed below in H.22.1 or c) the Government determines that the task order does not require a 25 day time period to submit a valid proposal. Accordingly, the amount of time for proposal submission will be 25 days for each task order unless so identified in the instructions to offerors (ITOs).

Contractors may submit alternative contract types but must fully explain the terms and conditions, as well as price benefits to the Government, in its alternate proposal. The Government may or may not consider the alternate approach. The Contractor shall perform in accordance with the awarded task order including all terms and conditions of the basic contract and any additional specific information awarded at the task order level. Task orders may include option year periods. The process for exercising task order options are included below under task order procedures.

H. 22.1 Government Requests for Task Order Proposals

Content and Transmission. When the Government has a requirement for work to be performed, the KO shall notify the Contractor(s) of: (1) the work to be performed via Statement of Objectives or other document that describes the Government’s requirements; (2) the desired performance period and (3) any other information considered to be of assistance to the Contractor in preparing a proposal in accordance with the ITO. The Request for Proposal (RFP) may be written or oral, and may be transmitted by any means including the mail, Internet, e-mail, telephone, or face-to-face. The standard method of transmission, however, shall be e-mail, via Internet in writing unless otherwise requested by the KO. The intent of the Government is to issue the RFP documents and then allow the prime contractors to meet with the requiring activity, the KO or contracting specialists, or others as required in order to allow the Government and Contractors to clarify any concerns, questions, expected outcomes or definitions included in the task order RFP. The Government intends to fully disclose any information with the contractors that is available in order to ensure all parties understand goals, risks and concerns in order to provide the best solutions possible with clearly outlined definitions of task order success.

Obligations. The task order RFP shall not obligate the Government to issue task orders under this contract, nor shall it authorize the Contractor to perform any work pursuant to such requests for proposal prior to the Contractor’s receipt of an authorized Notice to Proceed or issuance of formal task order DD 1155.

Urgent Requirements. In the event of an urgent requirement, the Contractor shall provide a written proposal within the timeframe specified by the KO in the specified format.

H.22.2 Submission of Task order Proposals

Standard Requirements. Contractors are required to submit a proposal for every requirement solicited without conflict unless granted a waiver in advance by the Contracting Officer (KO) or Ordering Officer (OO). If the Contractor has reason to request a waiver, but is not granted a waiver by the KO in advance, the Contractor shall submit a detailed statement of reason for a waiver to the KO within 2 days of task order RFP receipt.

Proposal Content. Proposals shall normally consist of a task order management proposal, a pricing proposal, and a Proposed Performance Work Statement (PWS). If an actual subject matter expert, specialist, or technical expert is proposed in order to provide services under the task order, a resume should be provided in the management proposal. Additionally, ITOs may specifically require the submission of certain resumes. Proposals will be reviewed by the Government and used as a basis for any required negotiations or discussions and the subsequent issuance of a task order. All task order proposals shall contain any and all information required to conduct an overall task order evaluation, including all details related to price or cost as applicable. Unless otherwise specified in the RFP, proposals shall contain the overall proposed approach to meeting the details of the SOO, including a proposed Performance Work Statement with performance metrics and pricing information described below. Though past performance on current task orders by each offeror will be considered in the overall evaluation of new competitive task orders, no past performance information will be required as a submission by the offerors at the task order level. During the initial task order evaluations, since current task order past performance has not yet been demonstrated, all prime offerors will be given a neutral rating.

Task Order Management Proposals shall contain the following information:

• An overall discussion of the Contractor’s Task Order Management approach (technical and management information as required) to meet the proposed PWS solution including performance measurements and exit criteria for task order completion. The Contractor shall also provide rationale as to why the proposed labor is appropriate to allow the Government to determine the contractor’s level understanding of the task to be performed. The basis of estimate shall be detailed sufficiently to understand the Offeror’s approach and shall include at a minimum the labor categories/skill levels required, labor hours per category, and basis for the proposed hours which were utilized to develop the Offeror’s price offer.

• A discussion regarding where the support will be provided associated with proposed solution. If the Government provides information that indicates that they desire the work to be performed on site, but the Contractor can provide an alternative solution off-site, it is the Contractors responsibility to address risk mitigation information to…