HC1047-18-R-4007_Draft_RFP_Ver2.docx

HC1047-18-R-4007

Section B - Supplies or Services and Prices

SCHEDULE OF SERVICES

Section B - Supplies or Services and Prices

B.1 SCHEDULE OF SERVICES

Schedule of Services Excel Workbook (i.e. CLIN Structure) Attachment 6.

B.2 MAXIMUM CONTRACT CEILING AND MINIMUM CONTRACT GUARANTEE

a) The awardee’s pricing information will be incorporated into Section B of the resultant contract and will represent the ceiling pricing for the duration of the Indefinite-Delivery, Indefinite-Quantity (ID/IQ).

b) Maximum. The maximum contract ceiling value of this single-award procurement is established at $8.2 Billion dollars.

c) Minimum. The minimum guarantee is $5,000 dollars.

d) The Government has no obligation to issue Task Orders to the Contractor beyond the amount specified in paragraph (c).

B.3 SERVICE CONTRACT LABOR STANDARDS (SCLS) GENERAL EXEMPTION

The ID/IQ contract labor categories are considered bona fide executive, administrative, professional labor and are exempt from the SCLS if used to perform the type of professional IT services within the scope of this contract. The ID/IQ Contract does not include wage determinations or SCLS clauses.

B.4 TASK ORDER CONTRACT TYPES

Defense Enterprise Office Solution (DEOS) is a single-award ID/IQ Contract for Department of Defense that allows for the issuance of firm-fixed-price task orders. Cost reimbursable line items may be included in task orders for Travel and Other Direct Costs.

B.5 FIXED PRICE (FP) LABOR RATES

The firm-fixed-price labor rates proposed represent the Offeror’s fully-burdened fixed price hourly labor rates for each skill classification for work performed. These rates will be used as ceiling labor rates for pricing of all labor proposed under future fixed priced Task Orders issued under this ID/IQ Contract.

B.6 TRAVEL PRICING

Contractor personnel may be required to travel to support the requirements of this contract as stated in individual Task Orders (TOs). Local travel and travel outside of the local area may be required both in the United States, including its territories and possessions and Non-United States, territories and possessions. For those TOs requiring travel, the Contractor shall include estimated travel requirements in the proposal as required by the Ordering Contracting Officer (OCO), unless plug numbers are provided by the Government. Travel shall not commence without written consent in accordance with instructions in the TO.

If authorized in the Task Order, travel will be reimbursed at actual cost in accordance with the limitations set forth in FAR Subpart 31.205-46, Travel Costs. Profit shall not be applied to travel costs. To the extent authorized by the Task Order, Contractors may apply indirect costs to travel in accordance with the Contractor’s usual accounting practices consistent with FAR 31.2. The OCO must identify a not-to-exceed travel ceiling under a separate CLIN on the Task Order.

B.7 OTHER DIRECT COSTS (ODCs)

ODCs may consist of software, materials, and Task Order-related items that are incidental to the services being performed. The cost of general-purpose items required for the conduct of the Contractor’s normal business operations will not be considered an allowable ODC in the performance of this contract. Profit is not allowed on ODCs for any Task Order; however, applicable burdens are allowed in accordance with Contractor’s accounting practices. If applicable, the OCO must identify a not-to-exceed ODC ceiling under a separate CLIN on the Task Order.

B.8 WORK OUTSIDE THE UNITED STATES, INCLUDING ITS TERRITORIES AND POSSESSIONS

It is anticipated that there may be Task Orders under this contract for work in the Non-United States, territories and possessions.

The Contractor will be compensated for work performed pursuant to the Task Order. Standard references for pricing include:

The U.S. Department of State’s Bureau of Administration, Office of Allowances, (https://aoprals.state.gov/) publishes quarterly report indexes of living costs abroad, per-diem rate maximums, quarter’s allowances, hardship differentials, and danger pay allowances for Contractors to follow when proposing on locations outside of the United States, including its territories and possessions. No allowances, other than those listed by the U. S. Department of State, shall be allowed on Task Orders.

The Department of State Standardized Regulations (DSSR) are the controlling regulations for allowances and benefits available to all U.S. Government civilians assigned to foreign areas; however, Contractors assigned to Non-United States, territories and possessions under this contract shall not exceed the allowances and benefits in the DSSR.

For Non-United States, territories and possessions Task Orders where costs are not specifically addressed in the DSSR, the Government will reimburse the Contractor for all reasonable, allowable, and allocable costs in accordance with FAR 31, Contract Cost Principles and Procedures.

NIPR Environment

FFP

United States, Including its Territories and Possessions **See Schedule of Services (CLIN Structure) Attachment 06 for further information** FOB: Destination

NET AMT

NIPR Environment

Locations outside the United States, Territories and Possessions **See Schedule of Services (CLIN Structure) Attachment 06 for further information**

NET AMT

SIPR Environment

United States, Including Its Territories and Possessions **See Schedule of Services (CLIN Structure) Attachment 06 for further information**

NET AMT

SIPR Environment

Locations outside the United States, Territories and Possessions **See Schedule of Services (CLIN Structure) Attachment 06 for further information**

NET AMT

D-DIL

Denied, Disconnected, Intermittent, and Limited Bandwidth (D-DIL) NIPR Environment **See Schedule of Services (CLIN Structure) Attachment 06 for further information**

NET AMT

D-DIL

Denied, Disconnected, Intermittent, and Limited Bandwidth (D-DIL) SIPR Environment **See Schedule of Services (CLIN Structure) Attachment 06 for further information**

NET AMT

Other Direct Costs

COST

**See Schedule of Services (CLIN Structure) Attachment 06 for further information** **Refer to section B.7**

ESTIMATED COST

Travel

COST

**See Schedule of Services (CLIN Structure) Attachment 06 for further information** **Refer back to section B.6**

ESTIMATED COST

FFP

United States, Including its Territories and Possessions **See Schedule of Services (CLIN Structure) Attachment 06 for further information**

NET AMT

FFP

Locations outside the United States, Territories and Possessions **See Schedule of Services (CLIN Structure) Attachment 06 for further information**

NET AMT

FFP

United States, Including Its Territories and Possessions **See Schedule of Services (CLIN Structure) Attachment 06 for further information**

NET AMT

FFP

Locations outside the United States, Territories and Possessions **See Schedule of Services (CLIN Structure) Attachment 06 for further information**

NET AMT

FFP

Denied, Disconnected, Intermittent, and Limited Bandwidth (D-DIL) NIPR Environment **See Schedule of Services (CLIN Structure) Attachment 06 for further information**

NET AMT

FFP

Denied, Disconnected, Intermittent, and Limited Bandwidth (D-DIL) SIPR Environment **See Schedule of Services (CLIN Structure) Attachment 06 for further information**

NET AMT

COST

**See Schedule of Services (CLIN Structure) Attachment 06 for further information** **Refer to section B.7**

ESTIMATED COST

COST

**See Schedule of Services (CLIN Structure) Attachment 06 for further information** **Refer back to section B.6**

ESTIMATED COST

Section C - Descriptions and Specifications

SPECIAL INSTRUCTIONS

Section C - Descriptions and Specifications

C1. IDENTIFICATION OF NON-DISCLOSURE REQUIREMENTS

The Contractor shall have access to information, records, and live data which may be sensitive and/or proprietary, including information about Government files, source selection activities and processes, system vulnerabilities, data processing activities or functions, user IDs, passwords, and other sensitive information. The Contractor shall not divulge information about Government files, source selection activities and processes, or any other sensitive information to anyone not authorized to receive such information. The Contractor shall ensure that other persons are authorized to receive sensitive information before releasing it to them. See Attachment 15 for Non-Disclosure Agreement (NDA) for Contractor Personnel. The NDA must be executed between the Contractor employee and the Government before the employee has access to the Joint Information Environment (JIE) or Government furnished information. The NDA form may be revised during the life of the contract. Updated NDAs may be required throughout the life of the contract.

C.2 DoD ENTERPRISE SERVICE MANAGEMENT FRAMEWORK (DESMF)

All IT service requirements contained within the Functional Requirements Document (FRD) and Statement of Objectives (SOO), and the resultant Performance Work Statement (PWS) shall be conducted in accordance with the DESMF.

C.3 CONTRACTOR FURNISHED EQUIPMENT

Contractor Furnished Equipment (CFE) employed for remote access to a Government network must meet or exceed equivalent Government Furnished Equipment (GFE) cyber security computing requirements. The Contractor shall ensure that all CFE (hardware and software) employed to access these environments meet the following minimum Government cyber security requirements and provide periodic certification of compliance as a pre-requisite to being granted net-work access.

a) Use of personally-owned systems is prohibited;

b) Operating systems and applications must be configured for compliance with the applicable Security Technical Implementation Guides (STIGs);

c) DoD approved anti-virus and anti-spyware software must be installed and signatures must be configured to automatically update on a daily basis;

d) DoD approved host-level firewall must be utilized and configured to permit traffic by exception only, dropping all other traffic. If the host-level firewall provides intrusion detection or prevention, the signatures or rules must be updated at the same intervals as the antivirus software;

e) Computers must be Information Assurance Vulnerability Management (IAVM) compliant;

f) Computers must be scanned with the currently approved DoD scanner solution at a minimum of every 30 days. All vulnerabilities must be remediated and reported to the cognizant Information Assurance Manager;

g) Contractor employees must possess a current Government issued Common Access Card (CAC) and install Government certified CAC readers; and

h) Verification of compliance with these requirements must be provided to an appointed Government representative on a monthly basis.

Section D - Packaging and Marking

PACKAGING AND MARKING

D-1 All unclassified data and deliverable contract line items shall be preserved, packaged, packed and marked and must conform to normal commercial packing standards to assure safe delivery at destination.

D-2 Classified reports, data, and documentation shall be prepared for shipment in accordance with National Industrial Security Program Operating Manual (NISPOM), DOD 5220.22-M dated February 28, 2006 and the DD 254 - Contract Security Classification Specification.

D-3 The Contractor shall mark all shipments under this contract in accordance with the addition of ASTM-D-3951-90 “Standard Practice for Commercial Packaging” in effect on the date of the contract.

D-4 The Contractor shall comply with FED STD 313 (Symbols for Packages and Containers for Hazardous Industrial Chemical and Materials) to the extent applicable.

Section E - Inspection and Acceptance

INSPECTION AND ACCEPTANCE CRIT

Section E - Inspection and Acceptance

E.1 INSPECTION AND ACCEPTANCE CRITERIA

Inspection and acceptance of all work, performance, reports and other deliverables will be conducted by the designated COR(s) at the task order-level.

The basis for acceptance shall be in compliance with the requirements set forth in the contract and/or task order. Deliverable items rejected under the resulting contract shall be corrected in accordance with the applicable instructions in the contract or task order-level PWS.

In addition, the COR(s) may solicit input from other Government entities such as the DISA Field Security Office (FSO) and applicable DoD Commands (e.g. Joint Interoperability Test Command (JITC)) based on the provisions and service level agreements prior to formal acceptance. The following criteria will be used as required for inspection and acceptance:

a) “Acceptance,” as used in this clause, means the act of an authorized representative of the Government by which the Government assumes for itself, or as an agent of another, ownership of existing and identified deliverables, or approves specific services, as partial or complete in performance of the contract and subsequent task orders. Upon acceptance, the Government will own data rights to all reporting required in this contract, including as a minimum: all monitoring data of DoD use, design/architecture documentation, change control documentation, and all security validation reporting and documentation.

b) Notwithstanding inspection and acceptance by the Government or any provision concerning the conclusiveness thereof, the Contractor warrants that all deliverables provided and services performed under this contract shall, at the time of acceptance, be free from defects in workmanship and conform to the requirements of this contract and subsequent task orders. The Contracting Officer or COR will give written notice of any defect or non-conformance to the Contractor within 30 days from the date of receipt by the Government. This notice shall state either that the:

· Contractor shall correct or re-perform any defective or non-conforming services; or

· Government does not require correction or re-performance.

c) If the Contractor is required to correct or re-perform, it shall be at no cost to the Government, and any services corrected or re-performed by the Contractor shall be subject to this clause to the same extent as work initially performed.

INSPECTION AND ACCEPTANCE TERMS

Supplies/services will be inspected/accepted at:

CLAUSES INCORPORATED BY REFERENCE

Section F - Deliveries or Performance

PERFORMANCE

Section F - Deliveries or Performance

F.1 BASIC CONTRACT ORDERING PERIOD

The ordering period of this contract is a five year base period with a one (1) five-year option period. The Contractor’s pricing submitted for contract year one will coincide with the contract award date. After the basic contract ordering period expires, the basic contract will remain an active contract until the final task order period of performance is completed and shall govern the terms and conditions with respect to active task orders to the same extent as if it were completed during the basic contract ordering period.

F.2 TASK ORDER PERIOD OF PERFORMANCE

The period of performance for each task order placed under the basic contract will be specified in the individual Task Order. All the following conditions apply:

a) Under no circumstances may a task order be placed under the basic contract if the basic contract has expired or been terminated;

b) No task orders may exceed five years, inclusive of options, from the date that the order is placed; and,

c) No task orders may extend more than five years after the expiration of the basic contract.

F.3 TASK ORDER OPTION PERIODS

Option period on task orders may be exercised beyond the end of the ID/IQ ordering period if the option period was included and evaluated at initial issuance of the task order. In accordance with FAR 52.216-22, the contract shall govern the Contractor's and Government's rights and obligations with respect to any order issued during the effective period of this contract, including option periods that may be exercised after the Contract's ordering period has expired.

F.4 TASK ORDER TRANSITION PLANS

At the end of the task order period of performance, the incumbent Contractor shall transition activities to the incoming Contractor or to the sustainment Contractor with minimal disruption of services to the Government. The Contractor shall maintain sufficient qualified staff to meet all requirements of this effort. The Contractor shall submit a written transition plan unless designated otherwise by the OCO. The Contractor shall also identify those actions, plans, procedures, and timelines necessary to ensure a smooth transition-out for the follow-on Contractor. The Contractor shall provide a transition plan subject to Government approval. The Contractor shall provide transition information and briefings to the COR prior to expiration dates. Task orders issued under the ID/IQ contract may include transitions in/out requirements.

F.5 PLACE OF PERFORMANCE

The services to be provided under the basic contract shall be accomplished at the locations identified in the task orders and may include of the United States territories and possessions and locations outside of the United States territories and possessions. The place of performance and/or delivery requirements will be specified in each individual task order.

Section G - Contract Administration Data

CLAUSES INCORPORATED BY FULL TEXT

52.204-9000 Points of Contact (AUG 2005)

Contracting Officer Name: Juan Marshall Organization/Office Symbol: PSD/PL62 Phone No.:

E-Mail Address:

Contract Specialist Name: Wayne Fagan Organization/Office Symbol: PSD/PL62 Phone No.:

E-Mail Address:

Customer/COR Point of Contact Name:

Organization/Office Symbol:

Phone No.:

E-Mail Address:

Contractor Point of Contact Contractor Legal Business Name:

DUNS:

CAGE CODE:

Contractor POC:

E-Mail Address:

Phone Number:

Fax Number:

(End of clause)

252.201-7000 CONTRACTING OFFICER'S REPRESENTATIVE (DEC 1991)

(a) "Definition. Contracting officer's representative" means an individual designated in accordance with subsection 201.602-2 of the Defense Federal Acquisition Regulation Supplement and authorized in writing by the contracting officer to perform specific technical or administrative functions.

(b) If the Contracting Officer designates a contracting officer's representative (COR), the Contractor will receive a copy of the written designation. It will specify the extent of the COR's authority to act on behalf of the contracting officer. The COR is not authorized to make any commitments or changes that will affect price, quality, quantity, delivery, or any other term or condition of the contract.

252.232-7003 ELECTRONIC SUBMISSION OF PAYMENT REQUESTS AND RECEIVING REPORTS (JUNE 2012)

(a) Definitions. As used in this clause–

(1) Contract financing payment and invoice payment have the meanings given in section 32.001 of the Federal Acquisition Regulation.

(2) Electronic form means any automated system that transmits information electronically from the initiating system to all affected systems. Facsimile, e-mail, and scanned documents are not acceptable electronic forms for submission of payment requests. However, scanned documents are acceptable when they are part of a submission of a payment request made using Wide Area WorkFlow (WAWF) or another electronic form authorized by the Contracting Officer.

(3) Payment request means any request for contract financing payment or invoice payment submitted by the Contractor under this contract.

(4) Receiving report means the data required by the clause at 252.246-7000, Material Inspection and Receiving Report.

(b) Except as provided in paragraph (c) of this clause, the Contractor shall submit payment requests and receiving reports using WAWF, in one of the following electronic formats that WAWF accepts: Electronic Data Interchange, Secure File Transfer Protocol, or World Wide Web input. Information regarding WAWF is available on the Internet at https://wawf.eb.mil/.

(c) The Contractor may submit a payment request and receiving report using other than WAWF only when–

(1) The Contracting Officer administering the contract for payment has determined, in writing, that electronic submission would be unduly burdensome to the Contractor. In such cases, the Contractor shall include a copy of the Contracting Officer's determination with each request for payment;

(2) DoD makes payment for commercial transportation services provided under a Government rate tender or a contract for transportation services using a DoD-approved electronic third party payment system or other exempted vendor payment/invoicing system (e.g., PowerTrack, Transportation Financial Management System, and Cargo and Billing System);

(3) DoD makes payment for rendered health care services using the TRICARE Encounter Data System (TEDS) as the electronic format; or

(4) When the Governmentwide commercial purchase card is used as the method of payment, only submission of the receiving report in electronic form is required.

(d) The Contractor shall submit any non-electronic payment requests using the method or methods specified in Section G of the contract.

(e) In addition to the requirements of this clause, the Contractor shall meet the requirements of the appropriate payment clauses in this contract when submitting payments requests.

Section H - Special Contract Requirements

H.1 SECURITY CLEARANCES

Individual task orders may require Secret or Top Secret (TS) Facility Site Clearances, or may not require a Facility Site Clearance at all. Contract awardees that do not possess the appropriate level Facility Site Clearance, prior to the contract award date, will not be permitted to propose on those Task Orders. Awardees who gain a TS Facility Site Clearance after award would be eligible to propose on subsequent TS level Task Orders. A TS Facility Site Clearance is not required at time of proposal submission for the ID/IQ awards.

The ID/IQ contract’s firm-fixed-price ceiling rates cover work at all classifications levels and will not be adjusted based on task order classification levels.

If an individual task order is issued by another agency, they may issue their own DD254 with their own specific security requirements for the individual task order.

The Contractor is responsible for providing personnel with appropriate security clearances to ensure compliance with Government security regulations, as specified on individual task orders. The Contractor shall fully cooperate on all security checks and investigations by furnishing requested information to verify the Contractor employee's eligibility for any required clearance.

H.2 LOGISTICAL SUPPORT PRIVILEGES

As specified on individual task orders, the Contractor may be required to provide support in Non-United States Territories and Possessions areas. At the discretion of the Military Theatre Commander, the Government may authorize use of the following (this is not an all-inclusive list):

1. Military or other U.S. Government Clubs, exchanges, or other non-appropriated fund organizations;

1. Military or other U.S. Government commissary stores;

1. Military or other U.S. Government postal facilities;

1. Utilities and services in accordance with priorities, rates or tariffs established by military or other U.S. Government agencies;

1. Military Payment Certificate (MPC), where applicable;

1. Military or other U.S. Government banking facilities; and

1. Military or other U.S. Government provided telephones, lines, and services with direct dialing capability and access to the Defense Switched Network (DSN). The precedence of usage shall be coincident with the urgency of the requirement and in accordance with Government and Military regulations.

H.3 LICENSE AGREEMENT OR TERMS OF USE

The Contractor agrees that, in the event of any conflict or inconsistency between the terms of the Addendum, located in Section J (attachment 14), and the terms of the License Agreement. The terms of the Addendum will supersede and be controlling. The offeror acknowledges that the Addendum will become a binding part of the contract and all orders issued thereunder with the Government in the event its proposal is accepted and selected for award.

The Government accepts commercial terms in a License Agreement only to the extent that those terms do not conflict with Federal law and only to the extent those terms meet the Government’s needs.

H.4 CONSISTENCY WITH COMMERCIAL OFFERINGS AND ENHANCEMENTS

The Government intends to obtain services under the DEOS Cloud Service Offering (CSO) contract in a manner that is consistent with the CSO and enhancements. The DEOS CSO shall be comprised of components that are always up-to-date. Services at the user-level and all of the underlying infrastructure, including the operating system and service-level security patches, shall, as a minimum, provide content equivalent to user bundles provided by the Contractor to commercial subscribers.

As modifications and/or enhancements are made to the CSO (e.g., increased functionality or new service offerings that are currently being procured by the Government as a separately priced contract line item but may be included as part of the enhancement/modification), the Contractor shall provide the Government with the same modifications and/or enhancements at no additional cost to the Government.

H.5 PRICING PARITY WITH COMMERICAL OFFERINGS AND PRICE REDETERMINATION

The Government expects the Contractor to provide pricing to the Government that is equal to or better than pricing provided to the private sector for comparable commercially available service offerings throughout the life cycle of the contract. The pricing established in Section B of the contract is considered the ceiling pricing for orders under the indefinite delivery / indefinite quantity (ID/IQ) contract and discounts to the ceiling pricing are expected to ensure that the pricing offered to the Government remains equal to or better than discounted pricing offered to large scale private sector corporations for commensurate commercially available service offerings. The Contractor shall, at the request of the Contracting Officer, provide commercial price lists, information on discounts provided to other large commercial customers, and/or other forms of other than certified cost and pricing data to ensure that pricing under the contract is fair and reasonable based upon prevailing market pricing for comparable CSO at the time of task order issuance.

The Government reserves the right to conduct price redetermination under this contract should pricing being provided to the Government under the contract be higher than established pricing for commercial SaaS services comparable to the user groups specified in Section C of this contract. Within 45 calendar days (or sooner) of whenever the Contractor lowers its prices of its CSO, the Contractor shall submit a revised Contract CSO Price List at a rate (that is, a discount or premium in relation to the published commercial cloud price) no less favorable to the Government than the rate offered herein to the Government on the most similar product or service currently included in the Cloud Services Price list.

The Government’s review will be conducted 12 months after contract award, and then on a bi-annual basis (i.e., every two years) thereafter; however, the Government reserves the right to conduct more frequent reviews of market pricing to ensure that the Government receives the best value product at fair and reasonable prices for the duration of the contract. In the event that there is a lack of parity with commercial pricing for the same or similar services, the Contractor shall negotiate new pricing for the CSO that is fair and reasonable when compared to market conditions at the time of the negotiation. Any changes to established ceiling prices as a result of the redetermination will be incorporated into Section B of the contract via modification and will take precedence over ceiling prices established at the time of contract award. In addition, in the event that the re-determined pricing is less than the pricing established on active task orders under the contract, the lower price will be incorporated into the active task orders via modification. Reserving the right to conduct price redetermination does not commit the Government to conduct redetermination.

H.6 INITIAL STAND-UP USER SUBSCRIPTIONS/LICENSES

The DEOS will consist of six distinct environments as delineated in Section C. The Government will procure the minimum number of licenses required to stand-up the six distinct environments (i.e., established, accredited, and is operationally ready to support users). The minimum number of user licenses necessary to stand-up the various environments will be negotiated at the task order-level for each of the six environments.

User licenses required to consume the DEOS services will not be procured by the Government until such time that the initial stand-up of the specific environment is completed. The Government envisions the issuance of initial task orders to stand-up each of the six environments as delineated above. For illustration purposes, once the initial stand-up of the United States, Territories and Possessions NIPR environment is completed, the Government will procure user licenses and the associated services necessary to integrate, migrate and consume the DEOS services. Procurement of the user licenses and associated services may be accomplished via the issuance of a separate and distinct task order or may be included as pre-priced options within the initial stand-up task orders at the discretion of the Government. Pre-priced options for user licenses and associated services, if utilized, will not be exercised until such time that stand-up of the specific environment is completed.

H.7 ASSOCIATE CONTRACTOR AGREEMENTS

The Contractor shall enter into Associate Contractor Agreements (ACAs) for any portion of the contract requiring joint participation in the accomplishment of the DEOS requirement. The agreements shall include the basis for sharing information, data, technical knowledge, expertise, and/or resources essential to the integration of the DEOS solution which shall ensure the greatest degree of cooperation for the development of the program to meet the terms of the contract. Associate contractors will be identified by the Government. ACAs are not required between the prime contractor and its teaming partners under the contract. ACAs shall include the following general information:

1. Identification of the associate contractors and their relationships;

1. Identification of the program involved and the relevant Government contracts of the associate contractors;

1. Description of the associate contractor interfaces by general subject matter;

1. Specification of the categories of information to be exchanged or support to be provided;

1. Expiration date of the ACA; and,

1. Identification of potential conflicts between relevant Government contracts and the ACA (including agreements on protection of proprietary data and restrictions on employees).

Draft ACAs shall be provided to the Contracting Officer for review before execution of the ACA by the cooperating contractors. The Contractor shall not be 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. Liability for the improper disclosure of any proprietary data contained in or referenced by an ACA shall rest with the parties to the agreement, and not the Government. All costs associated with ACAs are included in the negotiated price of this contract. Agreements may be amended as required during the performance of this contract. The following contractors are associate contractors with whom agreements are required:

To be provided

H.8 CONTRACT TRANSITION

At the conclusion of the contract and task orders thereunder, or any other time directed by the Contracting Officer, the Contractor shall effect an orderly and efficient transition of the CSO from the incumbent Contractor team to the successor contractor’s team (or the Government). ACAs, as discussed in Section H.8., are mandatory between the incumbent Contractor and the successor contractor. The Contractor shall transition all Government data hosted in the CSO to the successor contractor (or the Government), as directed by the Contracting Officer. The Contractor shall not be relieved of any contract requirements, to include Service Level Agreements, or entitled to any adjustments to the contract terms during transition activities. Operational availability shall be maintained at the levels specified through the conclusion of the task order period of performance.

H.9 GOVERNMENT PROCUREMENT TO BUY-BACK NON-UNITED STATES, TERRITORIES AND POSSESSIONS INFRASTRUCTURE

Section B of the contract includes pricing for the Government to procure the Non-United States, Territories and Possessions NIPRNet and SIPRNet infrastructure from the Contractor in the event that it is determined to be in the best interest of the Government. Pricing for the procurement of the infrastructure from the Contractor is based upon a price per operational environment (i.e., NIPRNet/SIPRNet). The Government reserves the right to procure the infrastructure from the Contractor at any point during the contract at the prices specified in Section B of the negotiated contract. In the event that the Government determines to exercise the right to procure the infrastructure from the Contractor, the Contracting Officer will provide advanced written notification of its intent to the Contractor at least 60 days prior to initiating the formal contract action to procure the infrastructure. The result of this procurement is the transition of the Contractor’s role for all deployment models back to the Government or the successful offeror in subsequent acquisition. The term infrastructure as utilized in this section is defined as the DEOS collection of hardware, related equipment used to deploy, operate, monitor, manage and/or support the operational CSO that is placed inside of a DoD facility.

H.10 INDEMNIFICATION

The Contractor shall indemnify the Government and its officers, agents, and employees acting for the Government against any liability arising out of the performance of this contract, including costs and expenses, incurred as the result of the Contractor’s unauthorized introduction of copyrighted material, information subject to a right of privacy, and any libelous or other unlawful matter into Government data. The Contractor agrees to waive any and all defenses that may be asserted for its benefit, including (without limitation) the Government Contractor’s Defense.

The Contractor shall indemnify the Government and its officers, agents, and employees acting for the Government against any liability arising out of the performance of this contract, including costs and expenses, incurred as the result of (i) the Contractor’s unauthorized disclosure of trade secrets, copyrights, contractor bid or proposal information, source selection information, classified information, material marked “For Official Use Only”, information subject to a right of privacy or publicity, personally identifiable information as defined in OMB Memorandum M-07-19 (July 12, 2006), or any record as defined in 5 U.S.C. § 552a; or (ii) the Contractor’s unauthorized introduction of any libelous or other unlawful matter into Government data. The contractor agrees to waive any and all defenses that may be asserted for its benefit, including without limitation the Government Contractor’s Defense.

In the event of any claim or suit against the Government on account of any alleged unauthorized disclosure or introduction of data or information arising out of the performance of this contract or services performed under this contract, the Contractor shall furnish to the Government, when requested by the Contracting Officer, all evidence and information in the Contractor’s possession pertaining to such claim or suit. Such evidence and information shall be furnished at the expense of the Contractor; provided, however, that an equitable adjustment shall be made under this clause, and the contract modified in writing accordingly, if the claim or suit is withdrawn, settled, or adjudicated in favor of the Government, and the basis for the claim or suit, regardless of outcome, was not due to any act or omission of the Contractor.

The provisions of this paragraph do not apply unless the Government provides notice to the Contractor as soon as practicable of any claim or suit, affords the Contractor an opportunity under applicable laws, rules, or regulations to participate in the defense of the claim or suit, and obtains the Contractor’s consent to the settlement of any claim or suit other than as required by final decree of a court of competent jurisdiction; and these provisions do not apply to any libelous or other unlawful matter contained in such data furnished to the Contractor by the Government and incorporated in data to which this clause applies. Further, this indemnity shall not apply to—

1. A disclosure or inclusion of data or information upon specific written instructions of the Contracting Officer directing the disclosure or inclusion of such information or data; or,

1. A third-party claim that is unreasonably settled without the consent of the Contractor, unless required by final decree of a court of competent jurisdiction.

Indemnification by the Contractor protects the Government when third parties sue the Government for a tort when the Service Provider, not the Government, was liable. Indemnification shall also allow the Government to recoup any costs related to a third party law suit. The Contractor shall indemnify the Government regarding third party torts relevant to the conduct of the contract.

Any other terms or conditions notwithstanding, this contract or agreement shall not and does not require the Government to (i) indemnify the Contractor or any person or entity for damages, costs, fees, or any other loss or liability, which would violate the Anti- Deficiency Act (31 U.S.C. § 1341) (ADA), or (ii) automatically renew this contract or agreement at any time in the future, which would violate the ADA. Any such provisions set forth in this contract or agreement are unenforceable against the Government.

H.11 INSURANCE

The Contractor shall have the necessary and relevant insurance to pay for any costs stemming from a breach of DoD data or to recover from any degradation of the service-related DoD capability. Prior to commencing performance under this contract, the Contractor shall provide proof of insurance to the Contracting Officer. The Contractor shall resubmit the proof of insurance within 30 days of notification of any material change that occurs during the performance of the contract. Any subcontracts under this contract that require work with or in support of storage and retrieval of electronic/digital government data and shall require subcontractors to provide and maintain the insurance required. The Contractor shall maintain a copy of all subcontractors’ proofs of required insurance and shall make copies available to the Contracting Officer upon request.

H.12 JURISDICTION

The Contractor shall only release DoD data pursuant to a court order from a United States (U.S.) Federal Court. The Service Provider shall not place or transfer DoD data into or through a foreign jurisdiction such that any servers would be subject to the laws of that jurisdiction or otherwise risk DoD data being seized by the foreign Government.

H.13 LAW ENFORCEMENT

The Contractor shall acknowledge and affirm that United States (U.S.) Federal law enforcement officials do not need a warrant or a subpoena to access Government data on any system or media employed by the Contractor or their subcontractors or other partners, or allies, to deliver or otherwise support the contracted service for the U.S. Government, subject to requirements for access to classified information and release thereof, if applicable. As specified by the Contracting Officer, the Contractor shall provide immediate access to all Government data and Government-related data impacting Government data for review, scan, or conduct of a forensic evaluation and physical access to any contractor facility with Government data.

If the Government data is co-located with the non-Government data, the Contractor shall isolate the Government data into an environment where it may be reviewed, scanned, or forensically evaluated in a secure space with access limited to authorized Government personnel identified by the Contracting Officer, and without the Contractor’s involvement. The Contractor shall record all physical access to the cloud storage facilities and all logical access to the Government data. This may include the entrant’s name, role, purpose, account identification, entry and exit time. Such records shall be provided to the Contracting Officer or designee in accordance with the contract or upon request to comply with federal authorities.

H.14 NOTIFICATION

The Contractor shall notify the Government within 60 minutes of any warrants, seizures, or subpoenas it receives, including those from another Federal Agency that could result in the loss or unauthorized disclosure of any Government data. The Contractor shall cooperate with the Government to take all measures to protect Government data from any loss or unauthorized disclosure that might reasonably result from the execution of any such warrant, seizure, subpoena, or similar legal process.

H.15 ADDITIONAL SECURITY

Security requirements are a material condition of this contract. This contract shall be subject to immediate termination for default, without the requirement for a cure notice, when it has been determined by the Contracting Officer that a failure to fully comply with the security requirements of this contract resulted from the willful misconduct or lack of good faith on the part of any one of the Contractor's directors or officers, or on the part of any of the managers, superintendents, or equivalent representatives of the Contractor who have supervision or direction of:

1. All or substantially all of the Contractor's business; or

1. All or substantially all of the Contractor's operations at any one plant or separate location in which this contract is being performed; or

1. A separate and complete major industrial operation in connection with the performance of this contract.

When deficiencies in the Contractor's security program are noted which do not warrant immediate default, the Contractor shall be provided a written notice of the deficiencies and be given a period of 90 days (or other period as specified by the OCO) in which to take corrective action. If corrective action is not completed in the given period, the Contracting Officer may terminate the whole or any part of this contract for default. The Contractor shall maintain and administer, in accordance with all relevant clauses and provisions set forth or incorporated into this contract, a security program that meets the requirements of these documents.

H.16 FedRAMP/DoD PROVISIONAL AUTHORIZATION (PA) WARNING(S) AND REPORTING

In accordance with the DoD CC Security Requirements Guide (SRG), the Contractor (i.e. Cloud Service Provider, Reseller, etc.) shall notify the Government immediately (within one business day of receipt) if they are issued warning(s) or notifications of pending changes in FedRAMP Joint Authorization Board (JAB) Provisional Authorization(s) (PA) which could jeopardize authorization of the provisional and/or final authorization to connect. If the Contractor does not notify the Government within the specified timeframe (i.e. within one business day of receipt), the Government reserves the right to terminate the contract depending on the severity of the incident.

The Contractor shall provide all reports required to be completed; including self-assessments required by the FedRAMP Continuous Monitoring Strategy Guide to the Agency’s designated security point of contact. In addition, the Government may request additional reports based on data required to be collected by FedRAMP’s continuous monitoring requirements. If requested, the Contractor will provide the report to the Government within 10 calendar days.

H.17 OPERATIONS SECURITY (OPSEC) REQUIREMENTS

As defined in DoD Directive 5205.02 and DoD 5205.02-M, Operations Security (OPSEC), sensitive information is information requiring special protection from disclosure that could cause compromise or threat to our national security, any organization, activity, family member, civilian or contractor. Critical Information is defined as information important to the successful achievement of U.S. objectives and missions, or which may be of use to an adversary of the United States. It consists of specific facts about friendly capabilities, activities, limitations (includes vulnerabilities), and intentions needed by adversaries for them to plan and act effectively so as to degrade friendly mission accomplishment. All critical information is sensitive, but not all sensitive information is critical.

The Contractor shall not release sensitive information to the general public without prior written approval from the Contracting Officer. All contractor requests to release sensitive information shall be in writing and clearly explain the necessity for release of the information and consequences if approval is not granted. Contractor employees who are U.S. citizens shall be provided access to sensitive information on a "need to know" basis required to fulfill the terms and conditions of the contract. Foreign National (FN) employees’ access to information will be limited to non-sensitive information. FN access to sensitive information will be approved in writing by the Contracting Officer on a case-by-case basis, and will be strictly limited to the information that the employee must know in order to fulfill the terms and conditions of the contract and/or order.

The Contracting Officer will provide the Contractor with a list of known Critical Information (CI) pertinent to contract requirements and threat information pertinent to contract and/or task order location as soon as possible after award. Critical Information and threat information shall be used by the Contractor’s appointed OPSEC Manager to prepare an OPSEC Plan.

The Contractor shall be responsible for establishing and maintaining an OPSEC program to adequately manage, protect and control sensitive information that has been provided or generated under the contract. The Contractor shall prepare and submit a written OPSEC Plan to the Contracting Officer for approval IAW DD 1423 within 30 business days after receipt of any CI/threat from the list provided. The Contracting Officer will coordinate with the Government OPSEC Officer and advise the Contractor in writing of the approval, conditional approval or disapproval of the plan within 10 business days of receipt.

The Contractor shall conduct annual self-assessments of their OPSEC program and submit annual written assessments to the Contracting Officer in the anniversary month of contract award. OPSEC Assessment checklists and sample assessment responses will be provided in advance by the Government as tools to aid the Contractor in assessing their OPSEC program.

The Contractor shall provide OPSEC training to all employees regarding the safeguarding of sensitive information prior to employees being allowed access to such information, and annually thereafter.

The Contractor shall destroy all sensitive program material at the completion of the contract so as to ensure the information cannot be accessed or utilized for any purpose and notify the Contracting Officer in writing of its destruction.

These same requirements will flow down to all subcontractors working on or provided any sensitive information related to the contract.

H.18 EMERGENCY MAINTENANCE

The Contractor shall make arrangements with the Government to ensure that any emergency or unscheduled maintenance that will affect the Government’s ability to use the proposed CSO is reported to the Government via the COR.in advance, with as much lead time as possible.