Amendment_No._3_CONTINUATION_PAGES.pdf

80GSFC17R0018

Amendment No. 3

BLOCK 14 CONTINUATION PAGE(S)

1. Clause G.2 1852.216-76 AWARD FEE FOR SERVICE CONTRACTS (APR 2012) is deleted and replaced as follows:

G.2 1852.216-76 AWARD FEE FOR SERVICE CONTRACTS (APR 2012)

(a) The contractor can earn award fee from a minimum of zero dollars to the maximum stated in NASA FAR Supplement clause 1852.216-85, "Estimated Cost and Award Fee" in this contract.

(b) Beginning 6 months after the effective date of this contract, the Government shall evaluate the Contractor's performance every 6 months to determine the amount of award fee earned by the contractor during the period. The Contractor may submit a self-evaluation of performance for each evaluation period under consideration. These self-evaluations will be considered by the Government in its evaluation. The Government's Fee Determination Official (FDO) will determine the award fee amounts based on the Contractor's performance in accordance with the SENSE Performance Evaluation Plan. The plan may be revised unilaterally by the Government prior to the beginning of any rating period to redirect emphasis.

(c) The Government will advise the Contractor in writing of the evaluation results. The NASA/Shared Service Center Financial Management Division (FMD) Accounts Payable will make payment based on issuance of a unilateral modification by the Contracting Officer.

(d) The Contracting Officer may direct the withholding of earned award fee payments until a reserve is set aside in an amount that the Contracting Officer considers necessary to protect the Government's interest relative to an orderly and timely closeout of the contract. This reserve shall not exceed 15 percent of the contract’s total potential award fee or $100,000, whichever is less.

(e) The amount of award fee which can be awarded in each evaluation period is limited to the amounts set forth in the SENSE Performance Evaluation Plan. Award fee which is not earned in an evaluation period cannot be reallocated to future evaluation periods.

(f)(1) Provisional award fee payments will be made under this contract pending the determination of the amount of fee earned for an evaluation period. If applicable, provisional award fee payments will be made to the Contractor on a monthly payments basis. The total amount of award fee available in an evaluation period that will be provisionally paid is the lesser of a percent not to exceed 80 percent or the prior period's evaluation score.

(2) Provisional award fee payments will be superseded by the final award fee evaluation for that period. If provisional payments exceed the final evaluation score, the Contractor will either credit the next payment voucher for the amount of such overpayment or refund the difference to the Government, as directed by the Contracting Officer.

(3) If the Contracting Officer determines that the Contractor will not achieve a level of performance commensurate with the provisional rate, payment of provisional award fee will be discontinued or reduced in such amounts as the Contracting Officer deems appropriate. The Contracting Officer will notify the Contractor in writing if it is determined that such discontinuance or reduction is appropriate.

(4) Provisional award fee payments will be made prior to the first award fee determination by the Government.

(g) Award fee determinations are unilateral decisions made solely at the discretion of the Government.

(End of clause)

2. Provision L.16 NOTICE OF POTENTIAL ORGANIZATIONAL CONFLICTS OF INTEREST is deleted and replaced as follows:

L.16 NOTICE OF POTENTIAL ORGANIZATIONAL CONFLICTS OF INTEREST

(a) Notice. The Contracting Officer has determined that this acquisition may give rise to an organizational conflict of interest (OCI). Accordingly, the attention of prospective Offerors is invited to FAR Subpart 9.5 --Organizational Conflicts of Interest. The Contracting Officer shall not award a contract until NASA determines any conflict of interest is reasonably resolved. The Contracting Officer has the sole authority to determine whether an organizational conflict of interest exists and to determine whether the organizational conflict of interest has been reasonably resolved. The OCI Submission, comprised of the Offeror’s OCI Assessment and its OCI Plan, will not be evaluated as part of Mission Suitability. However, before being eligible to receive an award, the Offeror shall have an approved OCI Plan (including mitigation plans for any identified OCIs). As such, the Government may communicate with any Offeror at any time during the evaluation process concerning its OCI Submission.

(b) Description of Potential Conflict. The nature of this organizational conflict of interest is: access to sensitive information, biased ground rules and impaired objectivity.

(c) Responsibility of Offeror. (1) Applying the principles of FAR Subpart 9.5, each Offeror shall assess whether there is an OCI associated with the proposal it submits. The Offeror must explain the actions it intends to use to resolve any OCI identified by the Government or identified through its own assessment.

(2) Offerors shall inform the Contracting Officer of any potential conflicts of interest, including those involving contracts with other Government organizations, as part of its OCI Submission in paragraph (g) below. The Contracting Officer will use this information to determine whether resolution of those conflicts will be required.

(3) If the Offeror’s proposed action to resolve an organizational conflict of interest is not acceptable, the Contracting Officer will notify the Offeror, providing the reasons why its proposed resolution is not considered acceptable and allow the Offeror a reasonable opportunity to respond before making a final decision on the organizational conflict of interest. In the event that the Offeror is not successful in resolving an identified conflict to the satisfaction of the Contracting Officer, the Offeror may be determined to be ineligible for award.

(d) Representation. By submission of its offer, the Offeror represents, to the best of its knowledge and belief, that –

(1) there are no relevant facts that could give rise to an OCI, as defined in FAR Part 2; or

(2) the Offeror has disclosed all relevant information regarding any actual or potential conflicts of interest.

(e) Termination for default. If the successful Offeror was aware, or should have been aware, of an OCI before award of this contract and did not fully disclose that conflict to the Contracting Officer, the Government may terminate the contract for default.

(f) Waiver. The agency reserves the right to waive the requirements of FAR 9.5, in accordance with FAR 9.503

(g) The offeror’s OCI Submission, which will be considered part of the Offer Volume, shall contain the following:

(1) OCI Assessment. The offeror shall identify any organizational interests (financial, contractual or other) that would be affected by performance of the Statement of Work requirements, whether by it or its proposed subcontractors. This includes recently performed (within the prior 12 months), currently performed, or planned work, whether as a prime contract holder or a subcontractor.

A. The Offeror shall include a discussion of any conflicts or potential conflicts arising from its performance on any NASA contracts as either a prime or subcontractor. The Offeror shall also address any non-NASA contracts that may give rise to an OCI. For all contracts, the Offeror shall provide: the name, address, and telephone number of the customer(s); the agency (if applicable);

contract number (if applicable); a description of the services rendered; and the name of an officer or employee of the Offeror who is knowledgeable about the services rendered.

B. For financial conflicts that could arise from performance of the SOW requirements of this contract, the Offeror shall address the nature and extent of the financial interest and any entity or entities involved in the financial relationship.

C. If any of the interests identified above may give rise to a conflict or potential conflict, the offeror shall address how it will avoid, nuetralize, or mitigate the OCI. Sufficient information must be provided to allow a meaningful evaluation of the potential effect of the interest on the performance of the statement of work.

(2) OCI Plan. The offeror shall submit an OCI Plan that, once approved by the Contracting Officer, will be incorporated into any resulting contract. If the offeror has identified a conflict or potential conflict in response to paragraph (g)(1) above, its Plan shall describe its neutralization, mitigation or avoidance measures for each such identified conflict or potential conflict. At a minimum, the plan shall also contain the following:

A. Demonstration of ability to define and properly identify the three types of organizational conflicts of interest that may arise (Unequal Access to Information, Biased Ground Rules, and Impaired objectivity)

B. Identification and description of company roles, responsibilities, and procedures for screening (i.e., identifying/recognizing, analyzing/evaluating, resolving, and reporting) existing and new business opportunities for actual/potential OCIs.

C. Description of how the offeror intends to notify employees of the requirements of this plan, report any breaches to the Contracting Officer, and implement any necessary corrective actions.

D. Identification of any affiliated companies/entities (e.g., a parent company or a wholly-owned subsidiary) and procedures for coordinating OCIs with such affiliated companies/entities.

E. Reporting of all potential/actual OCIs identified during performance of the contract to the Contracting Officer. An OCI report shall include (1) a description of the conflict, (2) the plan for resolving the conflict, and (3) the benefits/risks vis-à-vis contract performance associated with plan approval/acceptance.

F. Explanation of how the contractor will flow down the provisions of this mitigation plan to any subcontractor that may have a conflict with regard to performing the requirements of this contract.

G. Description of any organizational and employee sanctions for violations of established OCI procedures/requirements/guidelines.

H. As indicated above, if the award of this contract creates a perceived or actual conflict of interest, the Plan should incorporate a discussion of the conflict and associated mitigation, neutralization, or avoidance strategies. Further, the Plan must describe its approach for updating the Plan to address OCIs that may arise during performance. The Plan should also reflect that any updates must be approved by the contracting officer and the updates/changes to the Plan must be incorporated in the contract to be effective.

I. As this contract contains NASA FAR Supplement clause 1852.237-72, Access to Sensitive Information, the Plan shall also address all items required by that clause, including:

i. Utilize any sensitive information coming into its possession only for the purpose of performing the services specified in its contract.

ii. Safeguard sensitive information coming into its possession from unauthorized use and disclosure.

iii. Allow access to sensitive information only to those employees that need it to perform services under its contract.

iv. Preclude access and disclosure of sensitive information to persons and entities outside of the service provider’s organization.

v. Include a non-disclosure statement, requirement of employees having access to sensitive information.

vi. Include a Cleared Authorized Employees List for contract or task order

(End of Provision)

Clause L.14 GSFC 52.215-230 PAST PERFORMANCE VOLUME (JUN 2014) is deleted and replaced as follows:

L.14 GSFC 52.215-230 PAST PERFORMANCE VOLUME (JUN 2014)

An Offeror’s past performance record indicates the relevant quantitative and qualitative aspects of performing services or delivering products similar in size and content to the requirements of this acquisition.

The Offeror shall provide, at a minimum, the following information in support of its proposal to facilitate the evaluation of the Offeror’s past performance as related to the requirements of the proposed contract.

(a) INFORMATION FROM THE OFFEROR

Prime Offerors shall furnish the information requested below for all of their most recent contracts (completed and ongoing) for similar efforts with a minimum average annual cost/fee incurred of $35M that your company has had within the last 5 years of the RFP release date.

For the purposes of the Past Performance Volume, a proposed significant subcontractor is defined as any proposed subcontractor that is estimated to meet/exceed an average annual cost/fee of $15M. Note, the definition of significant subcontractor for the past performance evaluation may be different than for the cost evaluation. The Offeror shall provide the information requested below for any significant subcontractor(s) for those similar efforts within the last 5 years of the RFP release date with a minimum average annual cost/fee incurred of at least 25% of the estimated average annual dollar value of the proposed significant subcontract.

For example (note, these example numbers may not relate to this specific procurement), if a procurement is valued at an average annual value of $50M and a proposed significant subcontractor for the effort has a proposed average annual cost/fee of $16M, the Offeror shall provide relevant current/past contract references that have a minimum average annual cost/fee incurred at/above $4M (25% of $16M) for that significant subcontractor.

If a prime Offeror or significant subcontractor is submitting past performance data on a current/past contract vehicle that includes multiple tasks, orders, etc., all effort under that contract vehicle may be consolidated for the purposes of meeting the average annual cost/fee incurred in the instructions above and for the purpose of evaluating contract relevance for the proposed requirement.

The Offeror shall provide an estimated value and percentage of work to be performed on this contract by the Prime Offeror and each significant subcontractor. Indicate the primary functions (SOW, WBS, etc.)

to be performed by the Prime Offeror and each proposed significant subcontractor. Indicate which contracts are most related (i.e. similar in size and content) and how they are related to the proposed effort, as well as which contracts were performed by the division of your company (if applicable) that will perform the proposed contract/subcontract.

If applicable, Offerors may provide the experience or past performance of a parent or affiliated or predecessor company to an Offeror (including Joint Venture prime partner companies and/or a parent or affiliated company that is being otherwise proposed as a subcontractor on this effort) where the firm’s proposal demonstrates that the resources of the parent or affiliate or predecessor will affect the performance of the Offeror. The Offeror shall demonstrate that the resources of the parent or affiliate or predecessor company (its workforce, management, facilities or other resources) shall be provided or relied upon for contract performance such that the parent or affiliate or predecessor will have meaningful involvement in contract performance.

Past performance information classified at the Collateral Confidential and/or Secret Level shall be: (1) submitted by the proposal due date; (2) segregated from the unclassified information and packaged separately in accordance with mailing procedures for classified documentation; and (3) referenced in the unclassified documentation. Evaluators desiring to submit past performance information at the Top Secret or Sensitive Compartmented Information (SCI) levels shall notify the Contracting Officer who will make arrangements for transmission.

The Offeror shall provide the following information on all past/current contract references that meet the above criteria for the Prime Offeror and each significant subcontractor:

• Customer's name, address, and telephone number of both the lead contractual and technical personnel most familiar with the Offeror’s performance record. (Please verify the telephone numbers provided are current and correct).

• Cage Code and/or DUNS Number of the contractor performing the work.

• Contract number, type, and total original and present or final contract value.

• The current contract expenditures incurred to date, the date in which the expenditures have been incurred through, and the Average Annual Cost/Fee Incurred to Date. For example (note, these example numbers may not relate to this specific procurement):

A current five year contract that you are performing has a total estimated value of $100,000,000. As of the latest cost report which reflected cost/fee through the first 2 years and 4 months of performance, the total amount of cost/fee incurred by the Offeror over the duration of the contract was $43,500,000.

In this example, an Offeror would provide the following: Current

Contract Expenditures incurred to Date: $43,500,000

Date in which Expenditures have been incurred through: Insert Date of cost report that indicated cost/fee total of $43,500,000 after 2 years and 4 months of performance.

Average Annual Cost/Fee Incurred to Date: $18,669,528 ($43,500,000/2.33 years)

• Date of contract, place(s) of performance, and delivery dates or period of performance.

• Brief description of contract work and comparability to the proposed effort. It is not sufficient to state that it is comparable in magnitude and scope. Rationale must be provided to demonstrate that it is comparable.

• Method of acquisition: competitive or noncompetitive.

• Nature of award: initial or follow-on. If initial, indicate whether award was preceded by a

Government, customer, or Offeror financed study.

• Identify and explain major technical problems and how they were overcome. List any major deviations or waivers to technical requirements that were granted by the customer.

• Identify and explain completion successes and delays, including adherence to program schedules.

Provide an assessment of the performance (technical and schedule) on these past programs and support these assessments with metrics such as award or incentive fees earned.

• Cost management history; identify and explain any cost overruns and underruns, and cost incentive history, if applicable.

• Average number of personnel on the contract per year and percent turnover of personnel per year.

• Recent customer evaluations of past performance including Award Fee Evaluation results, Fee

Determination Official letters, Annual Performance Evaluation Forms, etc. (Excluded from the page limitation).

• Small Business Subcontracting Plan history; provide latest Individual Subcontract Report (ISR) and Summary Subcontract Report (SSR) (formerly known as the SF 294 and 295 reports) and supporting rationale (Excluded from the page limitation).

Statement of contract past safety performance and a record of your company’s OSHA recordable injuries and illnesses for the past 3 years.

List any contracts terminated (partial or complete) within the past 5 years and basis for termination (convenience or default). Include the contract number, name, address, and telephone number of the terminating officer (please verify telephone numbers). Include contracts that were "descoped" by the customer because of performance or cost problems. (Excluded from the page limitation).

(b) PRIOR CUSTOMER LIST

The Offeror shall include a list of prior customers in accordance with paragraph (a), including name of individual, phone number, organization, and contract number. Offerors shall include in their proposal the written consent of their proposed significant subcontractors to allow the Government to discuss the subcontractors' past performance evaluation with the Offeror.

(End of provision)