LDP_RFP_3 March 2011.doc

UNCLASSIFIED

HM0177 – 10 – R – 0047

Human Development Technology and Services (HDT&S)

Leadership and Professional Development (LPD)

SECTION B – SUPPLIES OR SERVICES / PRICES

B.1

DESCRIPTION OF SERVICES – LEADERSHIP AND PROFESSIONAL DEVELOPMENT (LPD)

The Leadership and Professional Development (LPD) program currently provides a competency-based leadership development program for the NGA workforce from entry level employees up through senior executives and seeks to modernize this program in both curriculum content and the delivery strategies. The National Geospatial-Intelligence College (NGC) requires competency-based commercial training that is customized to reflect the NGA mission, vision, culture, and core values. The LPD program will fulfill the leadership and professional development needs of the growing NGA workforce and will provide the training needed for continuous growth of the personnel. The course offering covers various topics designed to improve the writing and presentation communication skills of the workforce as well as creating world-class leaders at all levels throughout the Agency.

B.2

LEADERSHIP AND PROFESSIONAL DEVELOPMENT BASE YEAR

Leadership Development Training The contractor shall provide services in accordance with Section C and all other terms and conditions stated herein, for Firm-Fixed-Price (FFP) Performance Based CLINs including their sub-CLINs and Cost Reimbursement CLIN as stated below:

CLIN 0001 Base

Year Course Customization: FFP (Performance Based)

CLIN 0002

Base

Year

CLIN 0003

Base

Year

NGA Campus EAST

NGA Campus WEST

CLIN 0004

Year Travel : Cost Reimbursement

Total Cost

$321,000

CLIN 0005

Base

Year Leadership Development Training: Option for Additional Courses: FFP Performance Based

This Option May be Exercised Multiple Times

NGA Campus EAST

NGA Campus WEST

CLIN 0006

Year Professional Development Training: Option for Additional Courses: FFP Performance Based

This Option May be Exercised Multiple Times

NGA Campus EAST

NGA Campus EAST

NGA Campus EAST

NGA Campus EAST

NGA Campus WEST

NGA Campus WEST

NGA Campus WEST

NGA Campus WEST

NOTE: Estimated annual throughput shall be in accordance with the PWS.

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LEADERSHIP AND PROFESSIONAL DEVELOPMENT OPTION YEAR 1

Leadership Development Training The contractor shall provide services in accordance with Section C and all other terms and conditions stated herein, for Firm-Fixed-Price (FFP) Performance Based CLINs including their sub-CLINs and Cost Reimbursement CLIN as stated below:

CLIN 0102

Option Year 1

CLIN 0103

Option Year 1

CLIN 0104

Travel : Cost Reimbursement

Total Cost

$321,000

CLIN 0105

Option Year 1 Leadership Development Training: Option for Additional Courses: FFP Performance Based

This Option May be Exercised Multiple Times

NGA Campus EAST

NGA Campus WEST

CLIN 0106

Professional Development Training: Option for Additional Courses: FFP Performance Based

This Option May be Exercised Multiple Times

NGA Campus EAST

NGA Campus EAST

NGA Campus EAST

One Course NGA Campus EAST

NGA Campus WEST

NGA Campus WEST

NGA Campus WEST

NGA Campus WEST

LEADERSHIP AND PROFESSIONAL DEVELOPMENT OPTION YEAR 2

The contractor shall provide services in accordance with Section C and all other terms and conditions stated herein, for Firm-Fixed-Price (FFP) Performance Based CLINs including their sub-CLINs and Cost Reimbursement CLIN as stated below:

CLIN 0202

Option Year 2

CLIN 0203

Option Year 2

CLIN 0204

Travel : Cost Reimbursement

Total Cost

$321,000

CLIN 0205

Option Year 2 Leadership Development Training: Option for Additional Courses: FFP Performance Based

This Option May be Exercised Multiple Times

NGA Campus EAST

NGA Campus WEST

CLIN 0206

Professional Development Training: Option for Additional Courses: FFP Performance Based

This Option May be Exercised Multiple Times

NGA Campus EAST

NGA Campus EAST

NGA Campus EAST

NGA Campus EAST

NGA Campus WEST

NGA Campus WEST

NGA Campus WEST

NGA Campus WEST

LEADERSHIP AND PROFESSIONAL DEVELOPMENT OPTION YEAR 3

The contractor shall provide services in accordance with Section C and all other terms and conditions stated herein, for Firm-Fixed-Price (FFP) Performance Based CLINs including their sub-CLINs and Cost Reimbursement CLIN as stated below:

CLIN 0302

Option Year 3

CLIN 0303

Option Year 3

CLIN 0304

Travel : Cost Reimbursement

Total Cost

$321,000

CLIN 0305

Option Year 3 Leadership Development Training: Option for Additional Courses: FFP Performance Based

This Option May be Exercised Multiple Times

NGA Campus EAST

NGA Campus WEST

CLIN 0306

Professional Development Training: Option for Additional Courses: FFP Performance Based

This Option May be Exercised Multiple Times

NGA Campus EAST

NGA Campus EAST

NGA Campus EAST

NGA Campus EAST

NGA Campus WEST

NGA Campus WEST

NGA Campus WEST

NGA Campus WEST

LEADERSHIP AND PROFESSIONAL DEVELOPMENT OPTION YEAR 4

The contractor shall provide services in accordance with Section C and all other terms and conditions stated herein, for Firm-Fixed-Price (FFP) Performance Based CLINs including their sub-CLINs and Cost Reimbursement CLIN as stated below:

CLIN 0402

Option Year 4

CLIN 0403

Option Year 4

CLIN 0404

Travel : Cost Reimbursement

Total Cost

$321,000

CLIN 0405

Option Year 4 Leadership Development Training: Option for Additional Courses: FFP Performance Based

This Option May be Exercised Multiple Times

NGA Campus EAST

NGA Campus WEST

CLIN 0406

Professional Development Training: Option for Additional Courses: FFP Performance Based

This Option May be Exercised Multiple Times

NGA Campus EAST

NGA Campus EAST

NGA Campus EAST

NGA Campus EAST

NGA Campus WEST

NGA Campus WEST

NGA Campus WEST

NGA Campus WEST

B.2 Performance Based Payment Schedule The Performance Based Payment Schedule for FFP (Performance Based) CLINs and sub-CLINs identified below:

Course Customization - 0001 (base year only) Career-Long Leadership Development Program Courses - 0002, 0102, 0202, 0302, 0402, 0002AA, 0102AA, 0202AA, 0302AA, 0402AA, 0002AB, 0102AB, 0202AB, 0302AB, 0402AB, 0002AC, 0102AC, 0202AC, 0302AC, 0402AC, 0002AD, 0102AD, 0202AD, 0302AD, 0402AD, 0002AE, 0102AE, 0202AE, 0302AE, 0402AE, 0002AF, 0102AF, 0202AF, 0302AF, 0402AF, 0002AG, 0102AG, 0202AG, 0302AG, 0402AG, 0002AH, 0102AH, 0202AH, 0302AH, 0402AH, 0002AI, 0102AI, 0201AI, 0302AI, 0402AI, 0002AJ, 0102AJ, 0202AJ, 0302AJ, 0402AJ, 0002AK, 0102AK, 0202AK, 0302AK and 0402AK Professional Development Training - 0003, 0103, 0203, 0303, 0403, 0003AA, 0103AA, 0203AA, 0303AA, 0403AA, 0003AB, 0103AB, 0203AB, 0303AB, 0403AB, 0003AC, 0103AC, 0203AC, 0303AC, 0403AC, 0003AD, 0103AD, 0203AD, 0303AD, 0403AD, 0003AE, 0103AE, 0203AE, 0303AE, 0403AE, 0003AF, 0103AF, 0203AF, 0303AF, 0403AF, 0003AG, 0103AG, 0203AG, 0303AG, 0403AG, 0003AH, 0103AH, 0203AH, 0303AH and 0403AH Leadership Development Training: Option for Additional Courses - 0005, 0105, 0205, 0305, 0405, 0005AA, 0105AA, 0205AA, 0305AA, 0405AA, 0005AB, 0105AB, 0205AB, 0305AB, 0405AB, 0005AC, 0105AC, 0205AC, 0305AC, 0405AC, 0005AD, 0105AD, 0205AD, 0305AD, 0405AD, 0005AE, 0105AE, 0205AE, 0305AE, 0405AE, 0005AF, 0105AF, 0205AF, 0305AF, 0405AF, 0005AG, 0105AG, 0205AG, 0305AG, 0405AG, 0005AH, 0105AH, 0205AH, 0305AH, 0405AH, 0005AI, 0105AI, 0201AI, 0305AI, 0405AI, 0005AJ, 0105AJ, 0205AJ, 0305AJ, 0405AJ, 0005AK, 0105AK, 0205AK, 0305AK and 0405AK Professional Development Training: Option for Additional Courses - 0006, 0106, 0206, 0306, 0406, 0006AA, 0106AA, 0206AA, 0306AA, 0406AA, 0006AB, 0106AB, 0206AB, 0306AB, 0406AB, 0006AC, 0106AC, 0206AC, 0306AC, 0406AC, 0006AD, 0106AD, 0206AD, 0306AD, 0406AD, 0006AE, 0106AE, 0206AE, 0306AE, 0406AE, 0006AF, 0106AF, 0206AF, 0306AF, 0406AF, 0006AG, 0106AG, 0206AG, 0306AG, 0406AG, 0006AH, 0106AH, 0206AH, 0306AH and 0406AH The contractor shall perform all of the contract requirements. The Government will apply the criteria shown in the QASP to the completed classes and deduct an amount from the Contractor’s invoice or otherwise withhold payment for unsatisfactory or non-performed work. The following percentages of withholds are applies to all invoice values.

NGA LPD Performance Based Scoring and Billing

A sample score sheet is attached to demonstrate how the Government will determine performance scores and invoice values.

The final applicable Contractor Quality Control Plan and Government Quality Assurance Surveillance Plan are subject to negotiations with the winning Offeror prior to implementation and will be contractually binding.

B.3 Travel Costs The contractor shall travel at cost (that is, inclusive of allowable and allocable direct cost pools, indirect cost pools, general administrative expenses, but exclusive of any amounts for profit/fee) in accordance with Section C and all other terms and conditions stated herein in support of this contract, as applicable. All costs for travel must be approved by the NGA Contracting Officer’s representative or designee, prior to incurring costs.

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SECTION C - DESCRIPTION/SPECIFICATIONS

C.1

PERFORMANCE REQUIREMENTS UNDER STATEMENT OF WORK/SPECIFICATION

Performance shall be in accordance with Section J.1, Attachment 1, entitled “Performance Work Statement – Leadership and Professional Development”.

C.2 Unearned Performance Cost

Unearned performance cost is defined as that portion of a fixed priced performance-based SubCLIN not earned during an evaluation period. The Contracting Officer may make the following unilateral disposition of all or any portion of the unearned performance cost:

a. Deobligate and thereby remove the unearned performance cost from further consideration of payment under the terms of the contract. This disposition would be accomplished by administrative modification to the contract.

C.3

SCOPE OF CONTRACT

The contractor shall furnish all labor and other direct cost items (travel, training, and materials) required under this contract, and as approved by the Contracting Officer. All equipment and other support services shall be provided / performed in conformance with the terms and conditions of this contract.

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SECTION D - PACKAGING AND MARKING

D.1 PRESERVATION, PACKAGING, PACKING, AND MARKING OF SHIPMENTS (COMMERCIALLY PACKAGED ITEMS)

(a) Preservation, packaging, packing, and marking shall be in accordance with standard practice for commercial packaging. Marking shall include:

Nomenclature

Quantity

Government Contract Number

From:

(Contractor name, address, and telephone number)

To:

(Name and address of place of shipment)

"NOT FOR OUTSIDE USE"

(b) Additional markings are stated below:

TO BE DETERMINED

D.2

PROHIBITED PACKING MATERIALS

The use of asbestos, excelsior, newspaper or shredded paper (all types including waxed paper, computer paper and similar hygroscopic or non-neutral material) is prohibited.

D.3

DISPOSAL OF PACKING MATERIALS

The contractor shall be responsible for removal and proper disposal of all packing and packaging materials.

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SECTION E - INSPECTION AND ACCEPTANCE

E.1 52.252-2

CLAUSES INCORPORATED BY REFERENCE (FEB 1998)

This Section incorporates one or more contract clauses by reference, with the same force and effect as if they were given in full text. Upon request, the Contracting Officer will make their full text available. Also, the full text of a may be accessed electronically at this/these address (es):

https://www.acquisition.gov/far/index.html http://www.acq.osd.mil/dpap/dars/dfarspgi/current/index.html 52.246-2

INSPECTION OF SUPPLIES - FIXED-PRICE (AUG 1996)

52.246-4

INSPECTION OF SERVICES - FIXED-PRICE (AUG 1996)

E.2

INSPECTION AND ACCEPTANCE (DESTINATION)

Inspection and acceptance for all services shall be at the destination by the receiving activity. Acceptance of the performance based CLINs shall be in accordance with Section J.1, Attachment 1, Performance Work Statement (PWS). In the event of a conflict between the applicable inspection clause (see E.1) and the PWS, the PWS shall take precedence.

Receiving activity shall execute acceptance certificate on the contractor prepared applicable inspection and receiving report form. The executed payment copy shall be forwarded to the payment office.

The Prompt Payament Act will not start until the QASP is reviewed and full acceptance or a deduction is recommended within 15 days after completion of a class.

E.3

PERFORMANCE OBJECTIVES – LPD

Performance shall be in accordance with Attachment 1, entitled “Performance Work Statement – Leadership and Professional Development”.

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SECTION F - DELIVERIES OR PERFORMANCE

F.1 52.252-2

CLAUSES INCORPORATED BY REFERENCE (FEB 1998)

This Section incorporates one or more contract clauses by reference, with the same force and effect as if they were given in full text. Upon request, the Contracting Officer will make their full text available. Also, the full text of a may be accessed electronically at this/these address (es):

https://www.acquisition.gov/far/index.html http://www.acq.osd.mil/dpap/dars/dfarspgi/current/index.html 52.242-15

STOP-WORK ORDER (AUG 1989)

52.242-17

GOVERNMENT DELAY OF WORK (APR 1984)

52.247-34

F.O.B. DESTINATION (NOV 1991)

F.2

PERIOD OF PERFORMANCE - LPD

(a) CLINs 0001 THRU 0006 (BASE YEAR) - The period of performance is from one year from the date of award.

(b) CLINs 0102 THRU 0106 (OPTION YEAR 1) – If and to the extent exercised, the period of performance shall be from one year from the end of the Base Year.

(c) CLINs 0202 THRU 0206 (OPTION YEAR 2) - If and to the extent exercised, the period of performance shall be from one year from the end of Option Year 1.

(d) CLINs 0302 THRU 0306 (OPTION YEAR 3) - If and to the extent exercised, the period of performance shall be from one year from the end of Option Year 2.

(e) CLINs 0402 THRU 0406 (OPTION YEAR 4) - If and to the extent exercised, the period of performance shall be from one year from the end of Option Year 3.

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SECTION G - CONTRACT ADMINISTRATION DATA

G.1

ACCOUNTING AND APPROPRIATION DATA

TBD

G.2 252.204-0002 Line Item Specific: Sequential ACRN Order. (SEP 2009) The payment office shall make payment in sequential ACRN order within the line item, exhausting all funds in the previous ACRN before paying from the next ACRN using the following sequential order: Alpha/Alpha; Alpha/numeric; numeric/alpha; and numeric/numeric.

G.3 NGA: 5X52.232-9000 Submission of Invoices (SEP 2010)

a. The contractor shall prepare each invoice in accordance with the Prompt Payment Act. Fax one copy to DFAS Indianapolis at 1-866-894-8007. DFAS Indianapolis prefers a faxed copy but will accept hard copy that is mailed to their office listed on the face of the contract/order.

b. At the same time of submission to the payments office, the contractor will fax one copy to the Contracting Officer and one copy to the Contracting Officer Representative.

c. The NGA receiver of the service or item will complete the receiving report and fax one copy to DFAS Indianapolis at 1-866-894-8007, and one copy to the contracting officer shown on the face page of this contract/order.

d. Contractors wishing to check the status of their vouchers should do so by using "myInvoice" at www.dfas.mil; click on the MyInvoice icon. Questions regarding vouchers or payments may also be directed to DFAS by calling 1-888-332-7366; select Option 2, then Option 2. When unable to obtain information on status of vouchers and payments via "myInvoice" and DFAS, questions may be directed to the contracting officer administering the contract. In the absence of an administrative contracting officer, contact the NGA procurement contracting officer, whose name and contact information appears on the face page of this contract/order.

G.4 252.204-7006

BILLING INSTRUCTIONS (OCT 2005)

When submitting a request for payment, the Contractor shall--

(a) Identify the contract line item(s) on the payment request that reasonably reflect contract work performance; and

(b) Separately identify a payment amount for each contract line item included in the payment request.

G.5 NGA: 5X201.602-2-91 Contracting Officer's Representative (COR) (JAN 2004) The following contracting officer's representative(s) (COR) are appointed to this contract:

PRIMARY: TBD

(Name and Title)

Organization, Mail Stop, E-mail, Phone and Fax

ALTERNATE:

TBD

(Name and Title)

Organization, Mail Stop, E-mail, Phone and Fax

For ordering contracts, the COR(s) will be identified on each delivery/task order.

The COR(s) has a written designation memorandum on file with the procurement office. This memorandum, as directed by DFARs 252.201-7000(b), specifies the extent of the COR’s authority to act on behalf of the contracting officer. This authority cannot be re-delegated to any other person. The alternate COR acts in behalf of the primary COR in absence of the primary COR and is appointed through a separate memorandum.

The primary responsibilities of CORs are:

1) Technical Liaison. Oversees the contractor’s technical effort to ensure that performance is in strict accordance with the terms and conditions of the contract. Is the primary interface between the contractor and the contracting officer on matters pertaining to the contractor’s technical performance. Answers technical questions, furnishes technical instruction and guidance to the contractor relating to contract specifications, and any other instructions of a technical nature necessary to perform the work as specified in the contract. CORs are not to tell the Contractor how to perform, but only what is required of a technical nature. If doubt exists as to whether information to be furnished falls within the scope of the contract, the COR is to coordinate action with the contracting officer prior to transmitting the information to the Contractor. Promptly responds to contracting officer queries for technical information and directs the contractor to submit requests for change, deviation or waiver in writing to the contracting officer. Keeps the contracting officer informed regarding communications with the contractor in order to prevent possible misunderstandings or situations that could affect contract terms and conditions and become the basis for future claims against the Government.

2) Monitoring contractor performance. Ensures delivery schedules are adhered to and provides quality assurance. Provides status to the contracting officer and other program personnel to ensure compliance with the technical requirements of the contract. If performance is not proceeding satisfactorily, or if problems are anticipated, promptly notifies the contracting officer and may provide a recommended technical course of correction action. Reviews and approves progress reports, technical reports, financial/management reports and other items requiring approval. Notifies the contracting officer if such reports or items should be rejected, stating the basis for rejection.

3) Technical Evaluation of Contractor Proposal. Evaluates contractor proposals for modifications and provides a written technical evaluation, to include price or cost elements, to the contracting officer.

4) Reviewing and Approving Payments and Acceptance. Reviews invoices and progress payments for accuracy and appropriateness and reports any discrepancies and provides concurrence (or non-concurrence) to the Contracting Officer. Approves payments and accepts work on the appropriate forms for services performed or supplies delivered.

5) Administration of Government Property. Submits to the contracting officer and property specialist a written evaluation of the disposition of any material/property furnished by the Government that is accountable to the contract.

6) Security. Coordinates all security requirements of the contract with the contractor and the agency security office, to include DD254s and contractor access to NGA networks. Ensures AIS accounts of departing NGA contractor on-site personnel are cancelled expeditiously. Keeps track of any classified documents or data provided and ensures return or destruction upon completion of the contract.

7) Maintenance of Files. Keeps a file of all records related to the contract to include, but not limited to, the contract, e-mail correspondence, formal written correspondence, reports, receiving and acceptance reports/forms, technical evaluations, trip reports, meeting notes, status reports, past performance reports, government property reports and closeout records.

8) Administration of On-Site contractor personnel information. Maintains information on contractors, prime and subs, performing on-site at NGA facilities. Coordinates with the contractors and the Human Resource Office (HR) all contractor data changes, to include arrival and departure, names, physical location(s), NGA organization code of office responsible for contractor-occupied-space, and employer name, address and phone. Approves badging of contractors upon contractor completion and submittal of Contractor Data Input Record Form to HR and a standardized NGA non-disclosure statement.

CORs shall not direct the contractor in any manner that would be of the type of supervision or control that converts an individual who is an independent Contractor (such as a contractor employee) into a Government employee.

Notwithstanding the delegated duties listed herein, the COR does not possess the authority of a contracting officer and, therefore, shall not alter the terms and conditions of the contract in any way, to include any commitments or changes that will affect cost, price, quality, quantity, delivery, or any other term or condition of the contract. The contracting officer is the only official with the authority to enter into or modify contractual agreements or commitments. Unauthorized acts could result in personal liability.

The duties and responsibilities set forth herein are not intended to be all-inclusive. The contracting officer may delegate additional functions as deemed necessary.

COR appointment and termination on a specific contract shall be effective upon contract/order award or execution of a modification to the contract by the contracting officer.

G.6

CONTRACT ADMINISTRATION

The component listed in Block 24 of the face page of this contract will be the Contract Administration Office in performance of certain assigned contract administration functions of the Contracting Office in accordance with FAR 42.201. The Contract Administration Office (CAO) assigned responsibility for this contract will advise the contractor of any necessary instructions and procedures to be followed in dealing with any applicable Government offices.

G.7

TRAVEL AND PER DIEM

Travel costs shall be allowed to the extent that they are reasonable, allocable, and determined to be allowable under FAR 31.205-46. The per diem allowance shall not be allowed when the period of official travel is 10 hours or less during the same calendar day. Travel by privately owned vehicle will be reimbursed at the current GSA approved mileage rate. Current travel policy and per diem rates may be obtained at the following Internet site: http://www.dtic.mil/perdiem/pdrates.html.

SECTION H - SPECIAL CONTRACT REQUIREMENTS

H.1 NGA: 5X52.209-9003 Protection of Information and Nondisclosure Agreements

(JUN 2009)

(a) Definitions. As used in this clause only:

(1) Protected Information and Computer Software means, unless specifically excluded by paragraph (2) below, all information and computer software, in any form or media, that in the course of performing work under this contract are disclosed to the Contractor, its subcontractors, or their employees, or to which those persons otherwise are given access to, by (i) NGA, (ii) other government agencies, (iii) foreign governments or (iv) other contractors while directly supporting NGA, which is accompanied by written legends identifying use or disclosure restrictions or disclosed under circumstances that the Contractor knows are subject to use or disclosure restrictions established in writing by the Government.

(2) Protected Information and Computer Software does not include information that:

(i) Has been released to the general public through no action of the undersigned in breach of this agreement or through no action of any other party in breach of any other obligation of confidentiality owing to the Government or the owner of the protected information or computer software;

(ii) Has been lawfully obtained by the recipient outside the course of the performance of this contract;

(iii) Has been properly licensed or provided directly by the owner (or other authorized source) of the information or computer software to the recipient to the extent so licensed or provided;

(iv) Is owned by the recipient or was developed independently of the disclosure hereunder; or

(v) Has been disclosed to the recipient by the Government with explicit authorization to use or disclose the information for another purpose, to the extent so authorized.

(b) Use and disclosure restrictions. The Contractor shall use and disclose Protected Information and Computer Software only as necessary for the performance of the requirements of this contract. Protected Information and Computer Software may not be used or disclosed for any other purpose, including bid or proposal preparation or business marketing, without the written approval of the Contracting Officer. Furthermore, unless otherwise directed by the Contracting Officer, the Contractor shall comply with all restrictions set forth in any legends, licenses or instructions provided to the Contractor or accompanying Protected Information and Computer Software or other written directives of the Government known to the Contractor. The use and disclosure obligations imposed by this paragraph shall expire as follows:

(1) There shall be no expiration date for the following Protected Information and Computer Software:

(i) Technical data or computer software containing Limited Rights, Restricted Rights, Government Purpose Rights, Special License Rights, or Unlimited Rights legends; (ii) information or software marked Limited Distribution (LIMDIS); (iii) information or software marked Source Selection Information; (iv) contract proposal information marked pursuant to FAR 52.215-1(e) limiting its use for proposal evaluation purposes only; (v) information and computer software marked Contractor Proprietary or a similar legend; (vi) data known by the Contractor to be protected by the Privacy Act; and (vii) information and software marked Controlled Unclassified Information (CUI) or For Official Use Only (FOUO).

(2) For other information or software accompanied at time of disclosure by a written legend identifying use or disclosure restriction time periods, the expiration date shall be as stated in or derived from the legend.

(3) For all other Protected Information and Computer Software, the expiration date shall be 3 years from the date the information or software is first disclosed to the Contractor.

Notwithstanding the above obligations, the Contractor is not in breach of this agreement if the Contractor uses or discloses Protected Information and Computer Software in response to an order of a court or administrative body of competent jurisdiction, but only to the extent permitted by that authority and only if the Contractor gives the Contracting Officer, to the extent practical, notice of the tribunal’s order before the use or disclosure is made that allows NGA a reasonable time to object to the order.

(c) Unauthorized Use or Disclosure. The Contractor shall immediately notify the Contracting Officer of any unauthorized use or disclosure known by the Contractor of Protected Information and Computer Software in violation of the obligations contained in this clause.

(d) Disposition. At the conclusion of performance of work under this contract, the Contractor shall immediately return to the Government all Protected Information and Computer Software in its possession. Furthermore, if an employee of the Contractor who has had access to Protected Information and Computer Software is terminated or reassigned and thus is no longer performing work under this contract, the Contractor shall immediately return all Protected Information and Computer Software in the employee’s possession. Moreover, if a Contractor’s employee is dedicated to support a specific NGA Office or Directorate or NGA program under this contract, but is subsequently reassigned to support another NGA Office or Directorate or NGA program under this contract, the Contractor shall immediately return all Protected Information or Computer Software in the employee’s possession previously furnished by the prior NGA Office or Directorate or NGA program. In lieu of returning Protected Information and Computer Software, the Contracting Officer or Contracting Officer’s representative may authorize the destruction of the information or the transfer of the information to another employee of the Contractor working under the contract. Finally, this clause shall not be interpreted as preventing the Contractor from retaining records required by statutes or other clauses of this contract, such as FAR 52.215-2 Audit and Records--Negotiations.

(e) Third party beneficiaries. This clause is executed for the benefit of the Government and the owners of Protected Information and Computer Software. The Government and the owners of Protected Information and Computer Software (and their delegatees, successors and assignees) are third party beneficiaries of the obligations contained in this clause who, in addition to any other legal rights they may have, are intended to have the rights of direct action against the Contractor or any person to whom the Contractor has disclosed or released Protected Information and Computer Software, to seek damages from any breach of this clause, or to otherwise enforce this clause.

(f) Duration. The above obligations imposed by this clause shall survive the termination or completion of this contract.

(g) Classified Information. This clause is in addition to and in no manner abrogates requirements, obligations or remedies regarding the protection of classified information and does not supersede the requirements of any laws, regulations, other directives or nondisclosure agreements regarding classified information.

(h) Other Restrictions. This agreement does not abrogate any other obligations currently placed upon the Contractor or which may be imposed upon the Contractor in the future by the Government or other persons; or remedies afforded those persons regarding those obligations.

(i) Nondisclosure agreements. The Contractor shall require and ensure that each of its employees who may receive or be given access to Protected Information and Computer Software signs the nondisclosure agreement provided by attachment to this contract prior to the employee performing work under this contract covered by the nondisclosure agreement. The Contractor shall maintain copies of signed nondisclosure agreements for a period of at least three years after final payment under this contract. At the direction of the Contracting Officer, the Contractor shall make those agreements available for inspection by the Contracting Officer and will furnish the Contracting Officer copies of those agreements at no additional cost to the Government if requested by the Contracting Officer.

(j) The Contractor shall include the substance of this clause in all subcontracts under this contract in which subcontractors may be disclosed or granted access to Protected Information and Computer Software.

H.2

KEY PERSONNEL

(a) The contractor shall assign to perform this contract those persons whose resumes were submitted with its proposal and who are identified below or in the contractor's proposal as key personnel. No substitutions of these key personnel shall be made except in accordance with this clause.

(b) The contractor agrees that during the first twelve months of contract performance, no personnel substitutions will be made unless necessitated by an individual's sudden illness, death, or termination of employment. In any of these events, the contractor shall promptly notify the Contracting Officer and provide the information required by paragraph (d) below on the proposed replacement for Government approval.

(c) After the initial twelve-month period, the Contractor must obtain Government approval of the substitution prior to removing the approved key personnel from performance. All proposed substitutions/additions must be submitted, in writing, to the Contracting Officer at least 60 days (120 days if security clearances are involved) in advance of the proposed substitution and provide the information required by paragraph (d) below.

(d) All requests for substitutions/additions must include a detailed explanation of the circumstances necessitating the proposed substitution or addition, a complete resume for the proposed substitute or addition including skills,…