Solicitation Amendment HT003826RE0010002 SF 30.pdf

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11. THIS ITEM ONLY APPLIES TO AMENDMENTS OF SOLICITATIONS

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

Offers 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 electronic communication 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 letter or electronic communication, provided each letter or electronic communication 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 NUMBER AS DESCRIBED IN ITEM 14.

CHECK ONE A. THIS CHANGE ORDER IS ISSUED PURSUANT TO: (Specify authority) THE CHANGES SET FORTH IN ITEM 14 ARE MADE IN THE CONTRACT ORDER

NUMBER IN ITEM 10A.

B. THE ABOVE NUMBERED CONTRACT/ORDER IS MODIFIED TO REFLECT THE ADMINISTRATIVE CHANGES (such as changes in paying office, appropriation data, 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.)

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

15B. CONTRACTOR/OFFEROR

(Signature of person authorized to sign)

15C. DATE SIGNED 16B. UNITED STATES OF AMERICA

(Signature of Contracting Officer)

16C. DATE SIGNED

Previous edition unusable STANDARD FORM 30 (REV. 11/2016) Prescribed by GSA FAR (48 CFR) 53.243

AMENDMENT OF SOLICITATION/MODIFICATION OF CONTRACT 1. CONTRACT ID CODE PAGE OF PAGES

2. AMENDMENT/MODIFICATION NUMBER 3. EFFECTIVE DATE 4. REQUISITION/PURCHASE REQUISITION NUMBER 5. PROJECT NUMBER (If applicable)

6. ISSUED BY CODE 7. ADMINISTERED BY (If other than Item 6) CODE

8. NAME AND ADDRESS OF CONTRACTOR (Number, street, county, State and ZIP Code) (X) 9A. AMENDMENT OF SOLICITATION NUMBER

9B. DATED (SEE ITEM 11)

10A. MODIFICATION OF CONTRACT/ORDER NUMBE

10B. DATED (SEE ITEM 13)

CODE FACILITY CODE

SF 30 BLOCK 14 CONTINUATION PAGE

SUMMARY OF CHANGES

The following revisions have been made in response to industry questions and as a result of the contract Block 14 (Description of Amendment/Modification):

writing system updates for provisions and clauses.

1. 52.212-1, Table 2: Proposal Volumes, has been revised to update the file name for Volume II: Factor 2.

2. 52.212-1, Table 2: Proposal Volumes, has been revised to increase the page limits for Volume I: Factor I - Challenge Scenario 1a and Volume I: Factor 1 - Challenge Scenario 1b from 8 pages to 10 pages.

3. 52.212-1, Section 2.3 provided a due date and time for questions specific to revisions made in either Amendment 0001 and 0002.

4. 52.212-1, VOLUME III: CONTRACT DOCUMENTS, Section (2) has been revised to provide that the proposal is valid 180 calendar days from the date specified for receipt of offers.

5. Revised PWS Section 6 Transition-out Period and Exhibit A005 Transition-Out Plan CDRL to remove contract requirement.

6. Revised Special Contract Requirement, Addendum 1 - Organizational Conflict of Interest (OCI) to move this requirement to the task order level and remove the last sentence of Section V. Notification/Mitigation.

7. Removed 52.219-4 due to not evaluating price at the IDIQ level.

8. Added clause 52.233-1 - Alternate I now available in the contract writing system.

9. Added provision 252.204-7008 now available in the contract writing system.

10. Revised provision titles 52.212-1 and 52.212-2 as now available in the contract writing system.

All other terms and conditions remain unchanged.

Special Contract Requirements

Header Miscellaneous Text (Modified):

SOFA Contract Clause

INVITED CONTRACTOR OR TECHNICAL REPRESENTATIVE STATUS UNDER U.S. - REPUBLIC OF KOREA (ROK)

Invited Contractor (IC) and Technical Representative (TR) status shall be governed by the U.S.- ROK Status of Forces Agreement (SOFA) as implemented by United States Forces Korea (USFK) Reg 700-19, which can be found under the "publications" tab on the US Forces Korea homepage http://www.usfk.mil

(a) Definitions. As used in this clause--

"U.S. - ROK Status of Forces Agreement" (SOFA) means the Mutual Defense Treaty between the Republic of Korea and the U.S. of America, Regarding Facilities and Areas and the Status of U.S. Armed Forces in the Republic of Korea, as amended.

"Combatant Commander" means the commander of a unified or specified combatant command established in accordance with 10 U.S.C. 161. In Korea, the Combatant Commander is the Commander, United States Pacific Command.

"United States Forces Korea" (USFK) means the subordinate unified command through which US forces would be sent to the Combined Forces Command fighting components.

"Commander, United States Forces Korea" (COMUSK) means the commander of all U.S. forces present in Korea. In the Republic of Korea, COMUSK also serves as Commander, Combined Forces Command (CDR CFC) and Commander, United Nations Command (CDR UNC).

"USFK, Assistant Chief of Staff, Acquisition Management" (USFK/FKAQ) means the principal staff office to USFK for all acquisition matters and administrator of the U.S.-ROK SOFA as applied to US and Third Country contractors under the Invited Contractor (IC) and Technical Representative (TR) Program (USFK Reg 700-19).

"Responsible Officer (RO)" means a senior DOD employee (such as a military E5 and above or civilian GS-7 and above), appointed by the USFK Sponsoring Agency (SA), who is directly responsible for determining and administering appropriate logistics support for IC/TRs during contract performance in the ROK.

(b) IC or TR status under the SOFA is subject to the written approval of USFK, Assistant Chief of Staff, Acquisition Management (FKAQ), Unit #15289, APO AP 96205-5289.

(c) The contracting officer will coordinate with HQ USFK/FKAQ, IAW Revolutionary Federal Acquisition Regulation (FAR) Overhaul (RFO) 25.8, and USFK Reg 700-19. FKAQ will determine the appropriate contractor status under the SOFA and notify the contracting officer of that determination.

(d) Subject to the above determination, the contractor, including its employees and lawful dependents, may be accorded such privileges and exemptions under conditions and limitations as specified in the SOFA and USFK Reg 700-19. These privileges and exemptions may be furnished during the performance period of the contract, subject to their availability and continued SOFA status. Logistics support privileges are provided on an as-available basis to properly authorized individuals. Some logistics support may be issued as Government Furnished Property or transferred on a reimbursable basis.

(e) The contractor warrants and shall ensure that collectively, and individually, its officials and employees performing under this contract will not perform any contract, service, or other business activity in the ROK, except under U.S. Government contracts and that performance is IAW the SOFA.

(f) The contractor's direct employment of any Korean-National labor for performance of this contract shall be governed by ROK labor law and USFK regulation(s) pertaining to the direct employment and personnel administration of Korean National personnel.

(g) The authorities of the ROK have the right to exercise jurisdiction over invited contractors and technical representatives, including contractor officials, employees and their dependents, for offenses committed in the ROK and punishable by the laws of the ROK. In recognition of the role of such persons in the defense of the ROK, they will be subject to the provisions of Article XXII, SOFA, related Agreed Minutes and Understandings. In those cases in which the authorities of the ROK decide not to exercise jurisdiction, they shall notify the U.S. military authorities as soon as possible. Upon such notification, the military authorities will have the right to exercise jurisdiction as is conferred by the laws of the U.S.

(h) Invited contractors and technical representatives agree to cooperate fully with the USFK Sponsoring Agency (SA) and Responsible Officer (RO) on all matters pertaining to logistics support and theater training requirements. Contractors will provide the assigned SA prompt and accurate reports of changes in employee status as required by USFK Reg 700-19.

(i) Theater Specific Training. Training Requirements for IC/TR personnel shall be conducted in accordance with USFK Reg 350-2 Theater Specific Required Training for all Arriving Personnel and Units Assigned to, Rotating to, or in Temporary Duty Status to USFK. IC/TR personnel shall comply with requirements of USFK Reg 350-2.

HT003826RE0010002

(j) Except for contractor air crews flying Air Mobility Command missions, all U.S. contractors performing work on USAF classified contracts will report to the nearest Security Forces Information Security Section for the geographical area where the contract is to be performed to receive information concerning local security requirements.

(k) Invited Contractor and Technical Representative status may be withdrawn by USFK/FKAQ upon:

(1) Completion or termination of the contract.

(2) Determination that the contractor or its employees are engaged in business activities in the ROK other than those pertaining to U.S. armed forces.

(3) Determination that the contractor or its employees are engaged in practices in contravention to Korean law or USFK regulations.

(l) It is agreed that the withdrawal of invited contractor or technical representative status, or the withdrawal of, or failure to provide any of the privileges associated therewith by the U.S. and USFK, shall not constitute grounds for excusable delay by the contractor in the performance of the contract and will not justify or excuse the contractor defaulting in the performance of this contract. Furthermore, it is agreed that withdrawal of SOFA status for reasons outlined in USFK Reg 700-19, Section II, paragraph 6 shall not serve as a basis for the contractor filing any claims against the U.S. or USFK. Under no circumstance shall the withdrawal of SOFA Status or privileges be considered or construed as a breach of contract by the U.S. Government.

(m) Support.

(1) Unless the terms and conditions of this contract place the responsibility with another party, the COMUSK will develop a security plan to provide protection, through military means, of Contractor personnel engaged in the theater of operations when sufficient or legitimate civilian authority does not exist.

(2)

(i) All Contractor personnel engaged in the theater of operations are authorized resuscitative care, stabilization, hospitalization at level III military treatment facilities, and assistance with patient movement in emergencies where loss of life, limb, or eyesight could occur. Hospitalization will be limited to stabilization and short-term medical treatment with an emphasis on return to duty or placement in the patient movement system.

(ii) When the Government provides medical or emergency dental treatment or transportation of Contractor personnel to a selected civilian facility, the Contractor shall ensure that the Government is reimbursed for any costs associated with such treatment or transportation.

(iii) Medical or dental care beyond this standard is not authorized unless specified elsewhere in this contract.

(3) Unless specified elsewhere in this contract, the Contractor is responsible for all other support required for its personnel engaged in the theater of operations under this contract.

(n) Compliance with laws and regulations. The Contractor shall comply with, and shall ensure that its personnel supporting U.S Armed Forces in the Republic of Korea as specified in paragraph (b)(1) of this clause are familiar with and comply with, all applicable--

(1) United States, host country, and third country national laws;

(2) Treaties and international agreements;

(3) United States regulations, directives, instructions, policies, and procedures; and

(4) Orders, directives, and instructions issued by the COMUSK relating to force protection, security, health, safety, or relations and interaction with local nationals. Included in this list are force protection advisories, health advisories, area (i.e. "off-limits"), prostitution and human trafficking and curfew restrictions.

(o) Vehicle or equipment licenses. IAW USFK Regulation 190-1, Contractor personnel shall possess the required licenses to operate all vehicles or equipment necessary to perform the contract in the theater of operations. All contractor employees/dependents must have either a Korean driver's license or a valid international driver's license to legally drive on Korean roads.

(p) Evacuation.

(1) If the COMUSK orders a non-mandatory or mandatory evacuation of some or all personnel, the Government will provide assistance, to the extent available, to United States and third country national contractor personnel.

(2) Non-combatant Evacuation Operations (NEO).

(i) The contractor shall designate a representative to provide contractor personnel and dependents information to the servicing NEO warden as required by direction of the Responsible Officer.

(ii) If contract period of performance in the Republic of Korea is greater than six months, non emergency essential contractor personnel and all IC/TR dependents shall participate in at least one USFK sponsored NEO exercise per year.

(q) Next of kin notification and personnel recovery.

(1) The Contractor shall be responsible for notification of the employee-designated next of kin in the event an employee dies, requires evacuation due to an injury, or is missing, captured, or abducted.

(2) In the case of missing, captured, or abducted contractor personnel, the Government will assist in personnel recovery actions in accordance with DOD Directive 2310.2, Personnel Recovery.

(3) IC/TR personnel shall accomplish Personnel Recovery/Survival, Evasion, Resistance and Escape (PR/SERE) training in accordance with USFK Reg 525-40, Personnel Recovery Procedures and USFK Reg 350-2 Theater Specific Required Training for all Arriving Personnel and Units Assigned to, Rotating to, or in Temporary Duty Status to USFK.

(r) Mortuary affairs. Mortuary affairs for contractor personnel who die while providing support in the theater of operations to U.S. Armed Forces will be handled in accordance with DOD Directive 1300.22, Mortuary Affairs Policy and Army Regulation 638-2, Care and Disposition of Remains and Disposition of Personal Effects.

(s) USFK Responsible Officer (RO). The USFK appointed RO will ensure all IC/TR personnel complete all applicable training as outlined in this clause.

(END)

ADDENDUM 1 - Organizational Conflict of Interest

This Addendum will be invoked at the task order level when applicable.

This contract is likely to introduce biased ground rules, hinder objectivity, and create unequal access to information.

To mitigate potential conflicts of interest, the Contractor, by mutual agreement, will be ineligible to perform (as a contractor, subcontractor, or team member) on any future contracts or agreements with our for the duration of this [specific agency partners or subordinate organizations will be identified at the task order level] contract and for twelve (12) months following its conclusion. This exclusion does not apply to follow-on actions that directly continue the effort under this contract.

For more information on Organizational Conflicts of Interest, please refer to RFO 9.5.

I. Definitions:

Unless otherwise specified in this provision, the terms used in this provision are defined in the RFO and DFARS RFO Class Deviation, as applicable.

- For the purposes of this addendum, the term "contractor" means the contractor, its subsidiaries and affiliates, subcontractors, vendors, Contractor consultants, joint ventures, contractor teaming arrangements, involving the contractor, and any entity with which the contractor may hereafter merge or affiliate and any other successor or assignee of the contractor.

II. Warranty Against Conflicts of Interest.

The Contractor warrants, by signing this solicitation or any subsequent contract, that it will not perform DHMS related work for similar projects under other government contracts, as described above. In the event of a breach of this warranty, the Government may, at its sole discretion:

Terminate this contract for cause. The Contractor shall not be entitled to any reimbursement of costs incurred or payment of fees under this agreement. Additionally, the Contractor shall not be able to allocate or charge any such costs, directly or indirectly, to any other government contract.

Pursue any other remedies available under law or regulation.

III. Non-Disclosure.

To ensure the protection of other contractors' proprietary information, the Contractor shall enter into a Mutual Non-Disclosure Agreement (NDA) [see DHA NDA Form 49]. with the Government, which is provided at Attachment 18. Ask your Contracting Officer for a copy of DHA NDA Form 49 if you do not have access to the latest version. This NDA will:

a. Mirror the Level of Protection afforded by Government employees handling such information.

b. Require Contractor Training. The Contractor must train their employees on proper handling of this confidential information.

c. Require employees to sign acknowledging the sensitive nature of the information and the potential consequences of unauthorized use.

d. Give Government Review and Access Control. The Government will determine whether a bona fide need exists for individual employees to access this information. Only authorized personnel will be granted access.

e. Limit Dissemination. Contractor employees must be further trained to understand that unauthorized disclosure (to other employees or government personnel) violates their company NDAs.

IV. Associate Agreements.

If a contractor conditions access to their proprietary information, all entities may be required to execute non-disclosure, non-compete, or business associate agreements directly with other contractors prior to obtaining access to proprietary information, as required.

V. Notification/Mitigation.

If the Contractor identifies an actual or potential Organizational Conflict of Interest (OCI) that has not already been adequately disclosed and resolved (or waived in accordance with RFO 9.503), the Contractor shall make a prompt and full disclosure in writing to the Contracting Officer. This disclosure shall include a description of the OCI and the action(s) the Contractor has taken, or proposes to take, in order to resolve the conflict. The Contractor may also identify actions the Government may take to address or resolve the OCI.

VI. Flow Down.

The Contractor shall include the substance of this addendum, including this paragraph (VII), in all subcontracts. The terms "Contractor" and "Contracting Officer" shall be appropriately modified to reflect the change in parties and to preserve the Government's rights. If the Contractor believes, based on the circumstances of a particular subcontract, that flow down is not in the Government's best interest, the Contractor shall notify and receive approval from the Contracting Officer to waive the flow down on a case-by-case-basis.

VII. Disclosure.

The Contractor is notified that future solicitations issued by Contracting Division - Defense Healthcare Management Systems will require disclosure of work performed under this contract as a matter of compliance. Further, the Contractor agrees that it will notify any potential Prime on future solicitations issued by Contracting Division - Defense Healthcare Management Systems, prior to executing any teaming or subcontracting arrangements established to respond to any such solicitation.

VIII. Termination of Restraint.

The restraints of this addendum expire twelve (12) months after performance under this contract ceases.

(END)

ADDENDUM 2 - Limited Disclosure of Contractor Confidential Business Information

Due to the size and complexity of DHMS, the Government has supplemented its staff with support contractors. For those contractors to fully engage in DHMS activities, the DHMS will be required to release some confidential business information to the support contractor. This addendum informs the contractors of these circumstances and requires commercially consistent safeguards and protections for all parties relative to the sharing of this information.

I. Definitions:

"Confidential Business Information," (Information) as used in this addendum, includes any financial, business, economic, or technical data, including software or its documentation, regardless of form or storage method (physical, electronic, graphical, photographic, written). Information qualifies as confidential if it meets all three conditions:

a. The owner has taken reasonable steps to keep it secret, and

b. It has independent economic value because it is not generally known or easily obtainable by the public, and

c. It includes technical data as defined in DFARS RFO Class Deviation 252.227-7990 and computer software/documentation as defined in DFARS RFO Class Deviation 227.7101.

II. Limited Release of Information.

The government may share Information submitted by the contractor or its subcontractors with certain individuals employed by support contractors and their subcontractors involved in this agreement. This may include information typically considered confidential. By submitting a proposal or signing this agreement, the contractor and its subcontractors agree to this limited release, but only for the purposes outlined in Section IV of this addendum.

III. Permitted Sharing of Information.

Circumstances where the Government may release the contractor's or subcontractors' Information include the following:

a. Agreement Administration Support: With employees of other contractors and subcontractors who help the government manage and process information and documents related to agreements, such as file management and agreement closeout.

With employees of other contractors and subcontractors who assist the government with accounting tasks, including access to b. Accounting Support:

Invoice/Voucher.

With employees of other contractors and subcontractors who help the government with technical and c. Technical and Administrative Support:

administrative tasks, such as monitoring agreement progress and providing financial oversight.

With employees of other contractors and subcontractors who advise or provide technical assistance to support d. Project/Program Management Support:

the government's management and oversight of its projects and programs.

IV. Protections for Contractor Information.

The government understands its obligation to protect the contractor and its subcontractors from potential harm caused by sharing Confidential Business Information. The government will only allow the limited information sharing described in sections IV(a), IV(b), IV(c), and IV(d) under the following conditions:

a. Need-to-Know: The Government determines that access is required by other contractors and their subcontractors to perform the tasks described in paragraphs (IV)(a), (IV)(b), (IV)(c), and (IV)(d);

Access to Information is restricted to individuals with a bona fide need to possess; b. Restricted Access:

Contractors and subcontractors with access to the Information must agree, through their contracts or separate corporate c. Non-Disclosure Agreements:

non-disclosure agreements, to protect the information with the same level of care used by government employees. These agreements must require the contractors and subcontractors to:

i. Train their employees on how to properly handle the Information.

ii. Have employees sign company non-disclosure agreements acknowledging the sensitivity of the Information and the potential consequences of unauthorized use. The government must receive copies of these employee agreements.

d. Limited Use: Contractors and their subcontractors performing the tasks described in sections IV(a) through (d) have agreed under their agreement or a separate non-disclosure agreement to not use the Information for any purpose other than performing the tasks described in paragraphs IV(a) through (d);

Contractors and subcontractors with access to technical data, computer software, or computer software documentation must e. Technical Data Protection:

have a Use and Non-Disclosure Agreement as specified in DFARS RFO Class Deviation 227.7103-7; and, Before releasing Information to non-government personnel for the tasks described in sections IV(a) through (d), the government will provide f. Notification:

the contractor with a list of the companies receiving access and a point of contact for those entities. The government may also provide copies of any Non- Disclosure Agreements upon request.

This addendum does not affect the government's responsibilities under the Freedom of Information Act.g. Freedom of Information Act (FOIA) The contractor agrees to include this addendum, and require its inclusion, in all subcontracts at any tier that involve the h. Subcontractor Inclusion furnishing of Confidential Business Information.

(END)

ADDENDUM 3 - Pre-Award Identification and Assertion of Restrictions on Commercial Technical Data and Commercial Computer Software

I. Definitions:

Unless otherwise specified in this provision, the terms used in this provision are defined in the RFO and DFARS RFO Class Deviation, as applicable.

a. Third-party is any party other than the Government and the Contractor, such as subcontractors.

b. Third-party License is a license not executed directly between the Government and the Contractor.

II. Identification and Assertion of Restrictions.

The Offeror shall refrain from delivering to the Government any commercial technical data (TD), commercial computer software (CS), or commercial computer software documentation (CSD), including any from a third party, if it bears restrictive markings or is otherwise subject to restrictions on access, use, modification, reproduction, release, performance, display, or disclosure. However, if such data or software falls under these restrictions, it must be clearly identified in accordance with the following requirements:

a. Pre-Award Identification and Assertion.

The Offeror shall identify all technical data, commercial computer software, and commercial computer software documentation, including third-party that it proposes will be delivered or otherwise provided throughout the entire contract (including all Delivery/Task Orders, if issued, and Option CLINs, if exercised) with rights more restrictive than Unlimited Rights as follows:

i. The Offeror shall identify and assert any restrictions for all commercial technical data, commercial computer software, and commercial computer software documentation using the format provided in the table located in section iv below.

ii. An Offeror's failure to submit, complete, or sign the identification and assertions required by this provision with its offer may render the offer ineligible for award.

iii. If the Offeror is awarded a contract, the assertions identified in this provision will be listed in an Attachment to that Contract.

b. Copies of Commercial Licenses.

The Offeror shall provide copies of all commercial license(s) to commercial technical data, commercial computer software, or commercial computer software documentation, including third party licenses, that the Offeror proposes to deliver under this contract. The Government will review the licenses to ensure that the license terms are consistent with the federal procurement law and meet the Government program's user needs as defined in the sub-paragraphs below.

All such commercial licenses will be made part of an Attachment to the Contract at award. If the Offeror intends to deliver commercial technical data under the terms of DFARS RFO Class Deviation 252.227-7990, Technical Data-Commercial Products and Commercial Services instead of its own commercial license, the Offeror shall include DFARS RFO Class Deviation 252.227-7990 in the Pre-Award table found in the table located in section iv below.

i. Typical licensing terms that are inconsistent with federal procurement law can include, but are not limited to:

1. - must be Federal law and venue, Jurisdiction and venue

2. - Anti-Deficiency Act violation, Indemnification of vendor and automatic renewals

3. - Contract will take precedence over license, Order of Precedence

4. - disputes must be in accordance with Disputes clause in Contract, Dispute resolution

5. - no injunctive relief against the Government is available, per 28 USC (S)1498(b). Injunctive relief

6. This list is not all-inclusive but is intended to convey the most common license terms that are problematic to the Government and that must be resolved prior to award.

ii. Regarding the Government program's user needs for technical data and computer software delivered under this contract, the Government will need the rights to use, modify, release, display, disclose and distribute commercial computer software and commercial technical data associated with interface deliverables and commercial technical data associated with training deliverables outside of the Government for DHMS Purposes, but only under conditions that prohibit any further distribution by the third party recipient for any purpose. "PEO DHMS Purposes" is defined in the clause IP License Agreement. When exercising such rights the Government intends to use the Non-Disclosure Agreement found at DFARS RFO Class Deviation 227.7103-7, Non-Disclosure Agreement, or utilize substantially similar language incorporated in the recipient's contract with the Government.

iii. If the Offeror intends to use and deliver to the Government third party commercial TECHNICAL DATA, COMMERCIAL COMPUTER SOFTWARE, or COMMERCIAL COMPUTER SOFTWARE DOCUMENTATION in the performance of the contract, the Offeror shall list such commercial TECHNICAL DATA, COMMERCIAL COMPUTER SOFTWARE, or COMMERCIAL COMPUTER SOFTWARE DOCUMENTATION in paragraph (f). The Offeror shall ensure the license addresses the Government criteria in paragraph (d) and its sub-paragraphs.

c. Use of Commercial Computer Software Without Delivery.

The Government treats Open Source Software (OSS) as a category of commercial computer software. If the Offeror proposes to deliver OSS while performing the Contract, the Contractor shall follow the same procedures prescribed in this provision for commercial computer software. Additionally, if the Offeror proposes to use, but not deliver, commercial computer software (including OSS), the Contractor must ensure that such use does not: (i) create, or purport to create, any Government distribution obligations with respect to the computer software deliverables, or (ii) grant, or purport to grant, to any third party any rights to or immunities under Government intellectual property or Government data rights to the Government computer software deliverables.

Finally, if the Offeror proposed to use, but not deliver, commercial computer software that is not OSS, the Offeror shall state whether the Government will need such commercial computer software for the Government's DHMS Purposes.

d. Table Format for Identification and Assertion of Restrictions.

The Contractor shall identify all commercial TECHNICAL DATA, COMMERCIAL COMPUTER SOFTWARE, and COMMERCIAL COMPUTER SOFTWARE DOCUMENTATION as follows:

Identification of Commercial Technical Data/Computer Software (Including Open Source Software) Use and Modifications

Commercial Technical Data/ Computer Software Title, Version #, and License*

Technical Use/ Implementing Approach **

If OSS, Was OSS modified by Contractor? ***

Name of Contractor, including third parties, asserting restrictions****

Enter "none" when all data or software will be submitted without restrictions.

* For commercial technical data (other than computer software documentation) related to items, components, or processes developed at private expense, identify both the deliverable technical data (by CDRL, if applicable) and each such items, component, or process. For computer software or computer software documentation identify the computer software or computer software documentation (by CDRL, if applicable). The complete title and version number of the computer software shall be listed. If Open Source Software (OSS), the OSS license and version number shall be listed. If a version number is not available, the Contractor shall state no version number. If commercial technical data is being delivered under the terms of DFARS RFO Class Deviation 252.227-7990, then DFARS 252.227-7990 shall be listed. It the OSS was downloaded from a website, the website address shall also be provided. Enter none if all commercial technical data or commercial computer software will be submitted without restrictions.

** The functionality of the commercial computer software shall be described, as well as where it is being used within the larger computer software deliverable (if applicable).

*** If OSS is being used, the Offeror shall state whether it has modified the OSS.

**** Corporation, individual, or other person as appropriate.

(END)

ADDENDUM 4 - IP License Agreement

I. Definitions:

Unless otherwise specified in this addendum, the terms used in this addendum are defined in the RFO and DFARS RFO Class Deviation as applicable.

a. AGREEMENT, means this License AGREEMENT for DHMS IP, as embodied in this addendum, and all amendments/modifications and supplements thereto.

b. CONTRACT, means contract number [HT003826DXXXX]*.

c. CS, means DHMS IP that is computer software.

d. IP, means intellectual property embodied in the form of Technical Data, Computer Software, trade secrets, copyrights, or patents. For purposes of this AGREEMENT, IP does not include knowhow or other unrecorded forms of proprietary knowledge.

e. PEO DHMS, means the Program Executive Office - Defense Healthcare Management Systems, its subordinate Programs and Projects, and its federal partners, including but not limited to the Federal Electronic Health Record Management (FEHRM) Office, the Department of Veterans Affairs, and the United States Coast Guard, and any other partners that are added during performance of this agreement.

f. PEO DHMS IP, means

i. Noncommercial Technical Data and Computer Software that is listed in proposals for notifications submitted or issued under the CONTRACT, and incorporated in the resulting CONTRACT, with other than Government Purpose Rights (GPR);

ii. Commercial Technical Data and Computer Software listed in proposals for notifications submitted or issued under the CONTRACT, and incorporated in the resulting CONTRACT.

iii. Does not include

1. any Technical Data and Computer Software that is not listed in the CONTRACT (which must be delivered with Unlimited Rights);

2. commercial Computer Software not listed in the CONTRACT; or

3. any Trademarks or Service Marks owned or controlled by CONTRACTOR.

g. PEO DHMS Purposes means purposes of:

i. Documenting procedures and methodologies utilized within PEO DHMS,

ii. Training required to implement new processes and transform culture, as well as to indoctrinate new employees and contractors to PEO DHMS standard practices.

h. SPECIFICALLY NEGOTIATED LICENSE RIGHTS, means the rights to:

i. Access, use, modify, reproduce, release, perform, display, or disclose PEO DHMS IP within the GOVERNMENT without restriction; and,

ii. Subject to the terms of this AGREEMENT, release, distribute or disclose PEO DHMS IP outside the GOVERNMENT and authorize persons to whom release, or disclosure has been made to use, modify, reproduce, release, perform, display, or disclose the software or documentation for PEO DHMS

PURPOSES.

i. TECHNICAL DATA, means PEO DHMS IP that is technical data that includes Computer Software documentation.

II. Reference.

a. DFARS RFO Class Deviation 252.227-7989, Rights in Technical Data--Other Than Commercial Products and Commercial Services, as applicable

b. DFARS RFO Class Deviation 252.227-7990, Technical Data-Commercial Products and Commercial Services, as applicable

c. DFARS RFO Class Deviation 252.227-7992 , Identification and Assertion of Use, Release, or Disclosure Restrictions

d. DFARS RFO Class Deviation 252.227-7997, Validation of Asserted Restrictions

III. Grant of Rights.

a. Subject to the terms and conditions of this AGREEMENT, CONTRACTOR grants SPECIFICALLY NEGOTIATED LICENSE RIGHTS in the PEO DHMS IP to the GOVERNMENT.

b. CONTRACTOR shall not assert patent rights, trade secret protections, data rights, or any form of intellectual property protection, either against GOVERNMENT or against third parties, which would limit the GOVERNMENT's full exercise of its SPECIFICALLY NEGOTIATED LICENSE RIGHTS in the

PEO DHMS IP.

c. The GOVERNMENT shall have Unlimited Rights in all other Technical Data and Computer Software (other than the PEO DHMS IP as listed above) that have been delivered under the CONTRACT, unless data rights on such Technical Data and Computer Software has been previously asserted in provision a data rights assertions list that complies with DFARS RFO Class Deviation Clause 252.227-7992, Identification and Assertion of Use, Release, or Disclosure Restrictions.

d. The GOVERNMENT shall have the rights to use, modify, reproduce, perform, display, release, or disclose in whole or in part, in any manner, and for any purpose whatsoever, and to have or authorize others to do so any commercial Technical Data or Computer Software (other than PEO DHMS IP) that is delivered under the CONTRACT, unless that commercial Technical Data/Computer Software is not PEO DHMS IP, and is listed in a task order (as modified if post-award assertions are accepted by the Government) with license terms that are consistent with federal procurement law.

IV. Title.

a. The GOVERNMENT acknowledges that title to and ownership of all intellectual property rights in the PEO DHMS IP are and shall remain with CONTRACTOR and its licensors. The GOVERNMENT acquires only the rights to the PEO DHMS IP as defined herein and in accordance with this AGREEMENT and does not acquire any ownership rights or title in or to the PEO DHMS IP or that of CONTRACTOR's licensors. Accordingly, the GOVERNMENT shall:

i. not alter, publish, republish, perform, distribute, assign, sublicense, sell, adapt, lease, rent, reverse compile, reverse engineer, reverse assemble, transmit, display, decompile, translate, or use the PEO DHMS IP other than as expressly permitted by this AGREEMENT;

ii. take appropriate action by instruction, agreement, or otherwise, to ensure that the PEO DHMS IP are used solely in the manner permitted under this

AGREEMENT;

iii. act promptly to prevent any breach hereof of the Grant of Rights by any of its employees, agents, or contractors; and,

iv. immediately notify CONTRACTOR of any material violation of this Grant of Rights in this AGREEMENT.

V. Marking Requirements.

a. CONTRACTOR shall mark all PEO DHMS IP delivered under the AGREEMENT as follows:

Special License Rights - The Government's rights to use, modify, reproduce, release, perform, display, or disclose this technical data/computer software are restricted by Contract No. HT003826DXXXX*. Any reproduction of technical data or portions thereof marked with this legend must also reproduce the markings.

b. CONTRACTOR may also place copyright notices on such Technical Data/Computer Software in the following format: "(c) YYYY, CONTRACTOR." The GOVERNMENT will not remove any copyright notices from the PEO DHMS IP, provided the copyright notice is in the format prescribed in this section.

However, the CONTRACTOR may not add any additional language to the copyright notice (such as "All Rights Reserved", for example) that could cause confusion to future end users as to the scope of SPECIFICALLY NEGOTIATED LICENSE RIGHTS in the PEO DHMS IP in any copyright notice placed on PEO DHMS IP delivered under the CONTRACT with SPECIFICALLY NEGOTIATED LICENSE RIGHTS. The GOVERNMENT shall have the rights to remove such language without notice to CONTRACTOR, and at CONTRACTOR's expense.

VI. Disputes.

a. Marking Disputes.

i. Any disputes regarding CONTRACTOR's or any third party's markings of PEO DHMS IP under this AGREEMENT, other than as agreed to in Section V, shall be addressed in accordance with the clause DFARS RFO Class Deviation 252.227-7997 ("Validation of Asserted Restrictions"), as applicable.

ii. If unjustified or nonconforming third-party markings are found in PEO DHMS IP, CONTRACTOR agrees (at its cost) to:

1. obtain written permission from the third party to allow the GOVERNMENT to remove or ignore the marking (provided the GOVERNMENT uses the applicable PEO DHMS IP in accordance with this AGREEMENT); or,

2. modify the PEO DHMS IP by replacing it with other PEO DHMS IP that is at least functionally equivalent to the PEO DHMS IP at issue, and that is not marked with third party markings. In cases where the PEO DHMS IP is modified and/or replaced, the GOVERNMENT shall be afforded a reasonable opportunity to transition to the modified/replacement PEO DHMS IP before discontinuing use of the PEO DHMS IP containing the third-party markings.

iii. Other Disputes Not Related to Markings.

All other disputes arising under this AGREEMENT shall be governed by the Disputes clause in the CONTRACT.

VII. Representations, Warranties, and Indemnification.

a. CONTRACTOR represents and warrants with respect to the PEO DHMS IP that it has the corporate power to extend the rights in this AGREEMENT, and that it has not made and will not make any commitments to others that are inconsistent with or in derogation of such rights.

b. CONTRACTOR represents that as of the date of the AGREEMENT, the PEO DHMS IP that is CS is free of reasonably detectable computer viruses, self-help code and unauthorized code. "Self-help code" means any back door, time bomb, drop dead device or other software routine designed to disable a computer program automatically with the passage of time or under the positive control of anyone other than GOVERNMENT. "Unauthorized code" means any virus, trojan horse, worm or other software routines or hardware designed to permit unauthorized access, to disable, erase or otherwise harm software, hardware, or data or to perform any other such actions.

c. CONTRACTOR agrees to:

i. defend the GOVERNMENT and its officers, employees, and authorized contractors against any claim by a third-party claimant alleging infringement of any United States patent, copyright, or trade secret arising out of GOVERNMENT's use of PEO DHMS IP consistent with the license grant hereunder (each, a "third-party claim"), and

ii. pay all expenses, damages, judgments and costs (including any reasonable attorney fees, collectively, the "losses"), that a court finally awards against GOVERNMENT or its authorized agents or that are included in a negotiated settlement approved by CONTRACTOR, provided, that, GOVERNMENT promptly notifies CONTRACTOR in writing of the alleged claim; cooperates with CONTRACTOR in the defense of the third-party claim, at CONTRACTOR's expense; and allows CONTRACTOR to control the defense and any related settlement negotiations for the third-party claim.

CONTRACTOR's duties of defense and indemnification are limited to infringements that are due to CONTRACTOR's actions or that CONTRACTOR knew or should have known about as of the award date of the CONTRACT.

d. CONTRACTOR has no obligation to defend or indemnify GOVERNMENT against any claim arising from or related to:

i. PEO DHMS IP that has been altered by the Government or another contractor after delivery by the CONTRACTOR; and

ii. use of the PEO DHMS IP in combination with other hardware or software when the claim is based on the combination.

e. If a third-party claim is made or appears likely to be made, GOVERNMENT agrees to permit CONTRACTOR to

i. obtain rights to allow the GOVERNMENT to continue to use the PEO DHMS IP pertaining to the third-party claim,

ii. modify it, or

iii. replace it with other PEO DHMS IP that is at least functionally equivalent to the PEO DHMS IP at issue. In cases where the PEO DHMS IP is modified or replaced, the GOVERNMENT shall be afforded a reasonable opportunity to transition to the modified/replacement PEO DHMS IP before discontinuing use of the PEO DHMS IP pertaining to the third-party claim. After transitioning to the replacement PEO DHMS IP, the GOVERNMENT shall return the discontinued PEO DHMS IP to CONTRACTOR upon its written request to GOVERNMENT. CONTRACTOR and the GOVERNMENT will then promptly negotiate a fair refund to be paid to the GOVERNMENT.

f. The GOVERNMENT represents that it shall require recipients to execute the non-disclosure agreement specified at DFARS RFO Class Deviation 227.7103-7, use and Non-Disclosure Agreement (NDA), or that the recipient, if a contractor, has DFARS RFO Class Deviation 252.227-7994 Limitations on the Use or Disclosure of Government-Furnished Information Marked with Restrictive Legends incorporated into its contract, before disclosing any PEO DHMS IP to a recipient outside of GOVERNMENT. A copy of the executed NDA shall be provided to CONTRACTOR. The NDA shall name the CONTRACTOR as a third-party beneficiary, to provide the CONTACTOR an opportunity to enforce the NDA, if needed.

VIII. Delivery.

Ordering and Delivery Requirement.

The GOVERNMENT shall make all reasonable efforts to specify what PEO DHMS IP is required to be delivered at the award of each modification. However, because of the complexity of the procurement, the GOVERNMENT cannot be certain that it has ordered all PEO DHMS IP that is needed for PEO DHMS Purposes. Therefore, the parties agree that execution of the CONTRACT constitutes a GOVERNMENT ordering of PEO DHMS IP and a request for delivery of PEO DHMS IP by the Government, but only for purposes of satisfying the FAR/DFARS formalities so that the SNLR in the PEO DHMS IP vest in the GOVERNMENT. The actual delivery requirements, procedures (access, transfer, etc.) and timetables shall be in accordance with the CONTRACT.

IX. General.

a. Integration and Order of Precedence.

This AGREEMENT is part of the CONTRACT, and together they shall be the entire agreement between the parties in relation to the PEO DHMS IP, to the exclusion of all antecedent or present representations, undertakings, agreements, or warranties, express or implied. In case of conflicts between the AGREEMENT and another part of the CONTRACT, the CONTRACT Order of Precedence clause shall govern whether the AGREEMENT or the CONTRACT shall take precedence.

b. Failures and Omissions.

A failure or omission by either party to enforce any remedy for any breach of any term or condition of this AGREEMENT shall not be construed as a waiver of such term or conditions.

c. Assignment, Sublicensing and Transfer.

This AGREEMENT shall not be assigned, sublicensed nor transferred by CONTRACTOR without prior written agreement of GOVERNMENT. The CONTRACTOR shall flow down the requirements of this agreement to all subcontractors.

d. Articles, Sections and Paragraphs.

The division of this AGREEMENT into articles, sections, and/or paragraphs and the insertion of paragraph headings are for convenience of reference only and shall not affect the construction or interpretation of the terms of this AGREEMENT.

e. Amendments and Modifications.

No amendments to or modifications of this AGREEMENT shall be effective unless reduced to writing and executed by the Parties hereto.

f. No Endorsement.

THIS AGREEMENT DOES NOT IN ANY MANNER CONSTITUTE AN ENDORSEMENT BY GOVERNMENT OF ANY RESULTS, RESULTING DESIGNS, HARDWARE, SOFTWARE OR ANY OTHER APPLICATIONS RESULTING FROM THE USE OF PEO DHMS IP UNDER THIS AGREEMENT. THIS AGREEMENT DOES NOT OBLIGATE THE GOVERNMENT IN ANY WAY, SHAPE OR FORM TO AWARD FUTURE PROCUREMENTS TO

CONTRACTOR.

g. Choice of Law.

This AGREEMENT is subject solely to United States Federal law for all purposes, including, but not limited to, jurisdiction and venue, determining the validity of this AGREEMENT, the meaning of its provisions, and the rights, obligations, and remedies of the parties.

h. CONTRACTOR Contractual Obligations.

Nothing in this AGREEMENT excuses or relieves CONTRACTOR from its performance of any contractual requirements with or contractual obligation to GOVERNMENT that is beyond the scope of this AGREEMENT.

i. Technical Data/Computer Software Classification.

j. GOVERNMENT and CONTRACTOR agree that PEO DHMS IP associated with training as defined in section I is necessary for training on PEO DHMS, and as such is classified as Operations, Maintenance, Installation and Training IP.

(END)

ADDENDUM 5 - Software Licensing and Software Maintenance

I. Definitions:

Unless otherwise specified in this addendum, the terms used in this addendum are defined in the RFO and DFARS RFO Class Deviation, as applicable.

a. Authorized end-users - Government and non-Government personnel authorized by the Government to use a system, including partner personnel from other Government Agencies, or private sector partners.

b. Cloud Computing - As defined in DFARS RFO Class Deviation 252.239-7010, means a model for…