XCTC_Draft_IDIQ_RFP_2019-02-09.docx

W900KK-19-R-0003

Section A - Solicitation/Contract Form

SECTION A

A.1 The Exportable Combat Training Capability (XCTC) solicitation will result in a Single Source Indefinite Delivery Indefinite Quantity (IDIQ) contract with an ordering period of one base year and 4 option years. Initially, the Government will award the basic IDIQ contract as well as Task Order (TO) 0001.

A.2 The Not To Exceed Contract Ceiling amount is $555,000,000. The minimum amount and contract value for all TOs issued against this contract shall not be less than the minimum amount stated in Section D. The cumulative total of all TOs awarded as a result of this solicitation/contract will not exceed $555,000,000 during contract performance, to include option periods, without prior written approval from the Procuring Contracting Officer (PCO).

A.3 The Single Source IDIQ Contract Line Item Numbers (CLINs) are marked as Firm Fixed Price (FFP) but may be utilized for other contract types such as Cost, etc. for TOs issued under the resulting contract. Each future TO will be reviewed by the PCO to determine the applicable contract type to meet the requirements. The CLINs marked as FFP in Section B of this IDIQ are established for the sole purpose of facilitating administration of the contract in the Government’s Procurement Desktop Defense (PD2) system. The Government anticipates that most TO CLINs under XCTC will be FFP with travel on a Cost CLIN.

Section B - Supplies or Services and Prices

Exercise Planning and Support

FFP

In accordance with (IAW) Section C and as further specified within each Task Order issued under this contract.

FOB: Destination

PSC CD: U013

NET AMT

Property Management

In accordance with (IAW) Section C and as further specified within each Task Order issued under this contract.

NET AMT

Systems

In accordance with (IAW) Section C and as further specified within each Task Order issued under this contract.

NET AMT

Rotations

In accordance with (IAW) Section C and as further specified within each Task Order issued under this contract.

NET AMT

Travel (excluding rotations)

In accordance with (IAW) Section C and as further specified within each Task Order issued under this contract.

NET AMT

OPFOR Personnel and Materials

In accordance with (IAW) Section C and as further specified within each Task Order issued under this contract.

NET AMT

CDRLs

In accordance with (IAW) Section C and as further specified within each Task Order issued under this contract.

NET AMT

CMRA

In accordance with (IAW) Section C and as further specified within each Task Order issued under this contract.

NET AMT

Transition In

In accordance with (IAW) Section C and as further specified within each Task Order issued under this contract.

NET AMT

FFP

In accordance with (IAW) Section C and as further specified within each Task Order issued under this contract.

NET AMT

FFP

In accordance with (IAW) Section C and as further specified within each Task Order issued under this contract.

NET AMT

FFP

In accordance with (IAW) Section C and as further specified within each Task Order issued under this contract.

NET AMT

FFP

In accordance with (IAW) Section C and as further specified within each Task Order issued under this contract.

NET AMT

FFP

In accordance with (IAW) Section C and as further specified within each Task Order issued under this contract.

NET AMT

FFP

In accordance with (IAW) Section C and as further specified within each Task Order issued under this contract.

NET AMT

FFP

In accordance with (IAW) Section C and as further specified within each Task Order issued under this contract.

NET AMT

FFP

In accordance with (IAW) Section C and as further specified within each Task Order issued under this contract.

NET AMT

FFP

In accordance with (IAW) Section C and as further specified within each Task Order issued under this contract.

NET AMT

FFP

In accordance with (IAW) Section C and as further specified within each Task Order issued under this contract.

NET AMT

FFP

In accordance with (IAW) Section C and as further specified within each Task Order issued under this contract.

NET AMT

FFP

In accordance with (IAW) Section C and as further specified within each Task Order issued under this contract.

NET AMT

FFP

In accordance with (IAW) Section C and as further specified within each Task Order issued under this contract.

NET AMT

FFP

In accordance with (IAW) Section C and as further specified within each Task Order issued under this contract.

NET AMT

FFP

In accordance with (IAW) Section C and as further specified within each Task Order issued under this contract.

NET AMT

FFP

In accordance with (IAW) Section C and as further specified within each Task Order issued under this contract.

NET AMT

FFP

In accordance with (IAW) Section C and as further specified within each Task Order issued under this contract.

NET AMT

FFP

In accordance with (IAW) Section C and as further specified within each Task Order issued under this contract.

NET AMT

FFP

In accordance with (IAW) Section C and as further specified within each Task Order issued under this contract.

NET AMT

FFP

In accordance with (IAW) Section C and as further specified within each Task Order issued under this contract.

NET AMT

FFP

In accordance with (IAW) Section C and as further specified within each Task Order issued under this contract.

NET AMT

FFP

In accordance with (IAW) Section C and as further specified within each Task Order issued under this contract.

NET AMT

FFP

In accordance with (IAW) Section C and as further specified within each Task Order issued under this contract.

NET AMT

FFP

In accordance with (IAW) Section C and as further specified within each Task Order issued under this contract.

NET AMT

FFP

In accordance with (IAW) Section C and as further specified within each Task Order issued under this contract.

NET AMT

FFP

In accordance with (IAW) Section C and as further specified within each Task Order issued under this contract.

NET AMT

FFP

In accordance with (IAW) Section C and as further specified within each Task Order issued under this contract.

NET AMT

FFP

In accordance with (IAW) Section C and as further specified within each Task Order issued under this contract.

NET AMT

FFP

In accordance with (IAW) Section C and as further specified within each Task Order issued under this contract.

NET AMT

FFP

In accordance with (IAW) Section C and as further specified within each Task Order issued under this contract.

NET AMT

FFP

In accordance with (IAW) Section C and as further specified within each Task Order issued under this contract.

NET AMT

FFP

In accordance with (IAW) Section C and as further specified within each Task Order issued under this contract.

NET AMT

FFP

In accordance with (IAW) Section C and as further specified within each Task Order issued under this contract.

NET AMT

CONTRACT MINIMUM/MAXIMUM QUANTITY AND CONTRACT VALUE

The minimum quantity and contract value for all orders issued against this contract shall not be less than the minimum quantity and contract value stated in the following table. The maximum quantity and contract value for all orders issued against this contract shall not exceed the maximum quantity and contract value stated in the following table.

MINIMUM

QUANTITY

MINIMUM

AMOUNT

MAXIMUM

QUANTITY

MAXIMUM

AMOUNT

$10,000.00

$555,000,000.00

DELIVERY/TASK ORDER MINIMUM/MAXIMUM QUANTITY AND ORDER VALUE

The minimum quantity and order value for each Delivery/Task Order issued shall not be less than the minimum quantity and order value stated in the following table. The maximum quantity and order value for each Delivery/Task Order issued shall not exceed the maximum quantity and order value stated in the following table.

MINIMUM

QUANTITY

MINIMUM

AMOUNT

MAXIMUM

QUANTITY

MAXIMUM

$10,000.00

$555,000,000.00

CLIN DELIVERY/TASK ORDER MINIMUM/MAXIMUM QUANTITY AND CLIN ORDER VALUE

The minimum quantity and order value for the given Delivery/Task Order issued for this CLIN shall not be less than the minimum quantity and order value stated in the following table. The maximum quantity and order value for the given Delivery/Task Order issued for this CLIN shall not exceed the maximum quantity and order value stated in the following table.

CLIN

MINIMUM

QUANTITY

MINIMUM

AMOUNT

MAXIMUM

QUANTITY

MAXIMUM

SUPPLIES OR SERVICES AND PRICE

B.1 The direct labor rates, escalation rates, indirect rates, and fully burdened labor rates (exclusive of profit/fee), as proposed (or negotiated, if applicable) in the Cost/Price Excel Workbook, for both the prime and the subcontractor(s), regardless of performance location, will be binding (and will be incorporated into Section J of the resultant contract) and shall be the rates (subject to “Language for Subsequent Contract” below) used at the TO level for the purposes of TO proposal, evaluation, and determination of fair and reasonable price.

LANGUAGE FOR SUBSEQUENT CONTRACT:

For the purposes of TO proposal, evaluation, and determination of fair and reasonable price, the direct labor rates are binding and incorporated within Section J of this contract. Also, for the purposes of TO proposal, evaluation, and determination of fair and reasonable price, escalation factors, indirect rates, and fully burdened labor rates (exclusive of profit/fee) are binding and incorporated within Section J of this contract.

In the event a new subcontractor (or subcontractors) is (are) required (other than those included in clause 52.244-2(j)) OR if an existing subcontractor needs to utilize an additional (but existing) labor category, the direct labor rates, indirect rates, and fully burdened labor rates associated with that subcontractor shall be proposed, negotiated (if applicable), and incorporated within Section J of this contract prior to any TO award which includes the new subcontractor(s).

The direct labor rates, escalation factors, indirect rates, and fully burdened labor rates (exclusive of profit/fee) will be used, if required, to extend services if the Option to Extend Services (FAR 52.217-8) is exercised IAW FAR 37.111 Extension of Services: “the contracting officer may include an option clause (see FAR 17.208(f) [FAR 52.217-8]) in solicitations and contracts which will enable the Government to require continued performance of any services within the limits and at the rates specified in the contract.”

Section C - Descriptions and Specifications

PERFORMANCE WORK STATEMENT

The contractor shall furnish the necessary resources required to perform the work described in the Performance Work Statement (PWS), TO PWSs, and all associated attachments/exhibits referenced in Section J.

Section D - Packaging and Marking

Basic IDIQ: Not applicable.

Task Order: Packaging and marking information to be provided at the Task Order level.

Section E - Inspection and Acceptance

INSPECTION AND ACCEPTANCE TERMS

Supplies/services will be inspected/accepted at:

CLAUSES INCORPORATED BY REFERENCE

Section F - Deliveries or Performance

DELIVERIES OR PERFORMANCE

F.1 DELIVERY INFORMATION

The below delivery information may be adjusted depending on actual date of contract award; contract award is expected for fourth quarter, Government Fiscal Year 2019.

F.2 ORDERING PERIOD

The contract is expected to have a base year and four one-year option ordering periods which will be specified in the Ordering Clause 252.216-7006 at time of contract award.

DELIVERY INFORMATION

Section G - Contract Administration Data

CLAUSES INCORPORATED BY FULL TEXT

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

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

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

(End of clause)

252.232-7006 WIDE AREA WORKFLOW PAYMENT INSTRUCTIONS (MAY 2013)

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

Department of Defense Activity Address Code (DoDAAC) is a six position code that uniquely identifies a unit, activity, or organization.

Document type means the type of payment request or receiving report available for creation in Wide Area WorkFlow (WAWF).

Local processing office (LPO) is the office responsible for payment certification when payment certification is done external to the entitlement system.

(b) Electronic invoicing. The WAWF system is the method to electronically process vendor payment requests and receiving reports, as authorized by DFARS 252.232-7003, Electronic Submission of Payment Requests and Receiving Reports.

(c) WAWF access. To access WAWF, the Contractor shall--

(1) Have a designated electronic business point of contact in the System for Award Management at https://www.acquisition.gov; and

(2) Be registered to use WAWF at https://wawf.eb.mil/ following the step-by-step procedures for self-registration available at this Web site.

(d) WAWF training. The Contractor should follow the training instructions of the WAWF Web-Based Training Course and use the Practice Training Site before submitting payment requests through WAWF. Both can be accessed by selecting the “Web Based Training” link on the WAWF home page at https://wawf.eb.mil/.

(e) WAWF methods of document submission. Document submissions may be via Web entry, Electronic Data Interchange, or File Transfer Protocol.

(f) WAWF payment instructions. The Contractor must use the following information when submitting payment requests and receiving reports in WAWF for this contract/order:

(1) Document type. The Contractor shall use the following document type(s).

TBD at the TO level

(2) Inspection/acceptance location. The Contractor shall select the following inspection/acceptance location(s) in WAWF, as specified by the contracting officer.

TBD at the TO level

(3) Document routing. The Contractor shall use the information in the Routing Data Table below only to fill in applicable fields in WAWF when creating payment requests and receiving reports in the system.

Routing Data Table* Field Name in WAWF Data to be entered in WAWF

(4) Payment request and supporting documentation. The Contractor shall ensure a payment request includes appropriate contract line item and subline item descriptions of the work performed or supplies delivered, unit price/cost per unit, fee (if applicable), and all relevant back-up documentation, as defined in DFARS Appendix F, (e.g. timesheets) in support of each payment request.

(5) WAWF email notifications. The Contractor shall enter the email address identified below in the “Send Additional Email Notifications” field of WAWF once a document is submitted in the system.

TBD at the TO level

(g) WAWF point of contact. (1) The Contractor may obtain clarification regarding invoicing in WAWF from the following contracting activity's WAWF point of contact.

(2) For technical WAWF help, contact the WAWF helpdesk at 866-618-5988.

Section H - Special Contract Requirements

SPECIAL CONTRACT REQUIREMENTS

H.1 AVAILABILITY OF DATA ITEM DESCRIPTIONS (DIDs)

All Data Item Descriptions (DIDs) are available online via the Acquisition Streamlining and Standardization Information System located at http://quicksearch.dla.mil.

H.2 AUTHORIZED CHANGES ONLY BY THE CONTRACTING OFFICER

H.2.1 Except as specified in paragraph below, no order, statement, or conduct of Government personnel who visit the contractor’s facilities or in any other manner communicates with contractor personnel during the performance of this contract shall constitute a change under the “Changes” Clause of this contract.

H.2.2 The contractor shall not comply with any order, direction or request of Government personnel unless it is issued in writing and signed by the Contracting Officer, or is pursuant to specific authority otherwise included as a part of this contract.

H.2.3 The Contracting Officer is the only person authorized to approve changes in any of the requirements of this contract and notwithstanding provisions contained elsewhere in this contract, the said authority remains solely the Contracting Officer’s. In the event the contractor effects any change at the direction of any person other than the Contracting Officer, the change will be considered to have been made without authority and no adjustment will be made in the contract price to cover any increase in charges incurred as a result thereof.

H.3 REIMBURSEMENT OF TRAVEL, PER DIEM, AND SPECIAL MATERIAL COSTS

a. Area of Travel. Performance under this contract may require travel by contractor personnel. If travel, domestic or overseas, is required, the contractor is responsible for making all necessary arrangements for its personnel. These include but are not limited to: medical examinations, immunizations, passports/visas/etc., and security clearances.

b. Travel Policy. The Government will reimburse the contractor for allowable travel costs incurred by the contractor in performance of the contract IAW FAR Subpart 31.205-26. Travel required by tasks assigned under this contract shall be governed IAW: Federal Travel Regulations (FTR), prescribed by the General Services Administration, for travel in the contiguous United States; Joint Travel Regulation (JTR), Volume 2, DoD Civilian Personnel, Appendix A, prescribed by the Department of Defense, for travel in Alaska, Hawaii, and other outlying areas of the United States; and Standardized Regulations (Government Civilians, Foreign Areas), Section 925, "Maximum Travel Per Diem Allowances for Foreign Areas," prescribed by the Department of State, for travel in areas not covered by FTR and JTR.

c. Travel. Travel or subsistence for work performed in support of an XCTC rotation shall not be separately charged. Travel and subsistence are authorized for travel beyond a fifty-mile radius of the contractor’s office whenever a task assignment requires work to be accomplished at a temporary alternate worksite. No travel or subsistence shall be charged for work performed within a fifty-mile radius of the contractor’s office. The contractor shall not be paid for travel or subsistence for contractor personnel who reside in the metropolitan area in which the tasks are being performed. Travel performed for personal convenience, in conjunction with personal recreation, or daily travel to and from work at the contractor’s facility will not be reimbursed.

(1) For travel costs other than described in paragraph (c) above, the contractor shall be paid on the basis of actual amount paid to the extent that such travel is necessary for the performance of services under the contract and is authorized by the COR in writing.

(2) When transportation by privately owned conveyance is authorized, the contractor shall be paid on a mileage basis not to exceed the applicable Government transportation rate as contained in the JTR or SR. Authorization for the use of privately owned conveyance shall be indicated in the basic contract. Distances traveled between points shall be shown on invoices as listed in standard highway mileage guides. Reimbursement will not exceed the mileage shown in the standard highway mileage guides.

(3) The contractor agrees, in the performance of necessary travel, to use the lowest cost mode commensurate with the requirements of the mission as set forth in the basic. When it is necessary to use air or rail travel, the contractor agrees to use coach, tourist class, or similar accommodations to the extent consistent with the successful and economical accomplishment of the mission for which the travel is being performed.

(4) The contractor’s invoices shall include receipts or other evidence substantiating actual costs incurred for authorized travel. In no event will such payments exceed the rates of common carriers.

d. Vehicle and/or Truck Rentals. Vehicle and/or Truck Rentals for work performed in support of an XCTC rotation shall not be separately charged. The contractor shall be reimbursed for actual rental/lease of special vehicles and/or trucks (i.e., of a type not normally used by the contractor in the conduct of its business) only if authorized in the basic contract or upon approval by the COR. Reimbursement of such rental shall be made based on actual amounts paid by the contractor. Use of rental/lease costs of vehicles and/or trucks that are of a type normally used by the contractor in the conduct of its business are not subject to reimbursement.

e. Car Rental. Car Rentals for work performed in support of an XCTC rotation shall not be separately charged. The contractor shall be reimbursed for car rental, exclusive of mileage charges, as authorized in the basic contract or upon approval by the COR, when the services are required to be performed beyond the normal commuting distance from the contractor’s facilities. Car rental for a team on TDY at one site will be allowed for a minimum of four (4) persons per car, provided that such number or greater comprise the TDY team.

f. Per Diem. The contractor shall not be paid for per diem for contractor personnel who reside in the metropolitan areas in which the tasks are being performed. Per Diem shall not be paid on services performed within a fifty-mile radius of the contractor’s home office or the contractor’s local office. Per Diem is authorized for contractor personnel beyond a fifty-mile radius of the contractor’s home or local offices whenever a task assigned requires work to be done at a temporary alternate worksite. Per Diem shall be paid to the contractor only to the extent that overnight stay is necessary and authorized under this contract. The authorized per diem rate shall be the same as the prevailing per diem in the worksite locality. These rates will be based on rates contained in the JTR or SR. The applicable rate is authorized at a flat seventy-five (75%) percent on the day of departure from contractor’s home or local office, and on the day of return. Reimbursement to the contractor for per diem shall be limited to actual payments to per diem defined herein. The contractor shall provide actual payments of per diem defined herein. The contractor shall provide supporting documentation for per diem expenses as evidence of actual payment. For long-term travel required (travel for a period of 31 days or more) at one location, the applicable Meals and Incidental Expenses rate is authorized at a flat rate of 75% of the TDY location for all CONUS and OCONUS travel.

g. Shipboard Stays. Whenever work assignments require temporary duty aboard a Government ship, the contractor will be reimbursed IAW the Joint Travel Regulations, Paragraph C4558, Per Diem For Travel By Ship.

h. Special Material. “Special material” includes only the costs of material, supplies, or services which is peculiar to the ordered data and which is not suitable for use in the course of the contractor’s normal business. It shall be furnished pursuant to specific authorization approved by the COR. The contractor will be required to support all material costs claimed by its costs less any applicable discounts. “Special materials” include, but are not limited to, graphic reproduction expenses, or technical illustrative or design requirements needing special processing.

H.4 SMALL BUSINESS PARTICIPATION

H.5.1 Small Business Participation data shall be submitted on a semi-annual basis in accordance with the Small Business Participation Commitment form (or CDRL in Section J). If, at any time during contract performance, the Contracting Officer determines that Small Business participation levels are not being maintained at or above the requirement, the Contractor will be required to submit a plan for reallocating resources in a manner that will ensure the requirement will be met. The reallocation plan should be submitted no later than 15 days after notice from the Contracting Officer and implementation should begin within 20 days thereafter.

H.5.2 Awardees proposed Small Business Participation Commitment Document and requirements will be incorporated into the resulting contract as a Section J attachment. Small Business participation dollars and percentages shall be measured by comparing the total actual contract dollars performed by Small Business concerns to the total yearly obligated value of the contract. Failure to meet the overall Small Business Participation in each 12 months of performance beginning upon contract award will affect the assessment provided in the Contractor Performance Assessment Report under Small Business Subcontracting.

Section I - Contract Clauses

CLAUSES INCORPORATED BY FULL TEXT

52.203-13 CONTRACTOR CODE OF BUSINESS ETHICS AND CONDUCT (OCT 2015)

Agent means any individual, including a director, an officer, an employee, or an independent Contractor, authorized to act on behalf of the organization.

Full cooperation—

(1) Means disclosure to the Government of the information sufficient for law enforcement to identify the nature and extent of the offense and the individuals responsible for the conduct. It includes providing timely and complete response to Government auditors' and investigators' request for documents and access to employees with information;

(2) Does not foreclose any Contractor rights arising in law, the FAR, or the terms of the contract. It does not require--

(i) A Contractor to waive its attorney-client privilege or the protections afforded by the attorney work product doctrine; or

(ii) Any officer, director, owner, or employee of the Contractor, including a sole proprietor, to waive his or her attorney client privilege or Fifth Amendment rights; and

(3) Does not restrict a Contractor from--

(i) Conducting an internal investigation; or

(ii) Defending a proceeding or dispute arising under the contract or related to a potential or disclosed violation.

Principal means an officer, director, owner, partner, or a person having primary management or supervisory responsibilities within a business entity (e.g., general manager; plant manager; head of a division or business segment; and similar positions).

Subcontract means any contract entered into by a subcontractor to furnish supplies or services for performance of a prime contract or a subcontract.

Subcontractor means any supplier, distributor, vendor, or firm that furnished supplies or services to or for a prime contractor or another subcontractor.

United States means the 50 States, the District of Columbia, and outlying areas.

(b) Code of business ethics and conduct. (1) Within 30 days after contract award, unless the Contracting Officer establishes a longer time period, the Contractor shall--

(i) Have a written code of business ethics and conduct;

(ii) Make a copy of the code available to each employee engaged in performance of the contract.

(2) The Contractor shall--

(i) Exercise due diligence to prevent and detect criminal conduct; and

(ii) Otherwise promote an organizational culture that encourages ethical conduct and a commitment to compliance with the law.

(3)(i) The Contractor shall timely disclose, in writing, to the agency Office of the Inspector General (OIG), with a copy to the Contracting Officer, whenever, in connection with the award, performance, or closeout of this contract or any subcontract thereunder, the Contractor has credible evidence that a principal, employee, agent, or subcontractor of the Contractor has committed--

(A) A violation of Federal criminal law involving fraud, conflict of interest, bribery, or gratuity violations found in Title 18 of the United States Code; or

(B) A violation of the civil False Claims Act (31 U.S.C. 3729-3733).

(ii) The Government, to the extent permitted by law and regulation, will safeguard and treat information obtained pursuant to the Contractor's disclosure as confidential where the information has been marked “confidential” or “proprietary” by the company. To the extent permitted by law and regulation, such information will not be released by the Government to the public pursuant to a Freedom of Information Act request, 5 U.S.C. Section 552, without prior notification to the Contractor. The Government may transfer documents provided by the Contractor to any department or agency within the Executive Branch if the information relates to matters within the organization's jurisdiction.

(iii) If the violation relates to an order against a Governmentwide acquisition contract, a multi-agency contract, a multiple-award schedule contract such as the Federal Supply Schedule, or any other procurement instrument intended for use by multiple agencies, the Contractor shall notify the OIG of the ordering agency and the IG of the agency responsible for the basic contract.

(c) Business ethics awareness and compliance program and internal control system. This paragraph (c) does not apply if the Contractor has represented itself as a small business concern pursuant to the award of this contract or if this contract is for the acquisition of a commercial item as defined at FAR 2.101. The Contractor shall establish the following within 90 days after contract award, unless the Contracting Officer establishes a longer time period:

(1) An ongoing business ethics awareness and compliance program.

(i) This program shall include reasonable steps to communicate periodically and in a practical manner the Contractor's standards and procedures and other aspects of the Contractor's business ethics awareness and compliance program and internal control system, by conducting effective training programs and otherwise disseminating information appropriate to an individual's respective roles and responsibilities.

(ii) The training conducted under this program shall be provided to the Contractor's principals and employees, and as appropriate, the Contractor's agents and subcontractors.

(2) An internal control system.

(i) The Contractor's internal control system shall--

(A) Establish standards and procedures to facilitate timely discovery of improper conduct in connection with Government contracts; and

(B) Ensure corrective measures are promptly instituted and carried out.

(ii) At a minimum, the Contractor's internal control system shall provide for the following:

(A) Assignment of responsibility at a sufficiently high level and adequate resources to ensure effectiveness of the business ethics awareness and compliance program and internal control system.

(B) Reasonable efforts not to include an individual as a principal, whom due diligence would have exposed as having engaged in conduct that is in conflict with the Contractor's code of business ethics and conduct.

(C) Periodic reviews of company business practices, procedures, policies, and internal controls for compliance with the Contractor's code of business ethics and conduct and the special requirements of Government contracting, including--

(1) Monitoring and auditing to detect criminal conduct;

(2) Periodic evaluation of the effectiveness of the business ethics awareness and compliance program and internal control system, especially if criminal conduct has been detected; and

(3) Periodic assessment of the risk of criminal conduct, with appropriate steps to design, implement, or modify the business ethics awareness and compliance program and the internal control system as necessary to reduce the risk of criminal conduct identified through this process.

(D) An internal reporting mechanism, such as a hotline, which allows for anonymity or confidentiality, by which employees may report suspected instances of improper conduct, and instructions that encourage employees to make such reports.

(E) Disciplinary action for improper conduct or for failing to take reasonable steps to prevent or detect improper conduct.

(F) Timely disclosure, in writing, to the agency OIG, with a copy to the Contracting Officer, whenever, in connection with the award, performance, or closeout of any Government contract performed by the Contractor or a subcontractor thereunder, the Contractor has credible evidence that a principal, employee, agent, or subcontractor of the Contractor has committed a violation of Federal criminal law involving fraud, conflict of interest, bribery, or gratuity violations found in Title 18 U.S.C. or a violation of the civil False Claims Act (31 U.S.C. 3729-3733).

(1) If a violation relates to more than one Government contract, the Contractor may make the disclosure to the agency OIG and Contracting Officer responsible for the largest dollar value contract impacted by the violation.

(2) If the violation relates to an order against a Governmentwide acquisition contract, a multi-agency contract, a multiple-award schedule contract such as the Federal Supply Schedule, or any other procurement instrument intended for use by multiple agencies, the contractor shall notify the OIG of the ordering agency and the IG of the agency responsible for the basic contract, and the respective agencies' contracting officers.

(3) The disclosure requirement for an individual contract continues until at least 3 years after final payment on the contract.

(4) The Government will safeguard such disclosures in accordance with paragraph (b)(3)(ii) of this clause.

(G) Full cooperation with any Government agencies responsible for audits, investigations, or corrective actions.

(d) Subcontracts.

(1) The Contractor shall include the substance of this clause, including this paragraph (d), in subcontracts that have a value in excess of $5.5 million and a performance period of more than 120 days.

(2) In altering this clause to identify the appropriate parties, all disclosures of violation of the civil False Claims Act or of Federal criminal law shall be directed to the agency Office of the Inspector General, with a copy to the Contracting Officer.

52.209-11 REPRESENTATION BY CORPORATIONS REGARDING DELINQUENT TAX LIABILITY OR A

FELONY CONVICTION UNDER ANY FEDERAL LAW (FEB 2016)

(a) As required by sections 744 and…