Signature_Technical_Support_Solicitation_Modification.pdf

W911W5-16-R-0008

AMENDMENT OF SOLICITATION/MODIFICATION OF CONTRACT

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)

30-105-04EXCEPTION TO SF 30

APPROVED BY OIRM 11-84

STANDARD FORM 30 (Rev. 10-83)

Prescribed by GSA

FAR (48 CFR) 53.243

The prupose of this amendment is to correct the follow ing administrative errors:

a. Correct Table L1 Volume III page limit from 6 to 20 pages.

b. Add Clause 52.219-9. (Small Business Subcontracting Plan).

c. Change Key Personnel in H012 FROM: Contract Manager and Alternate Contract Manager TO: Geophysical & IR Analyst.

d. Nothing else follow s.

1. CONTRACT ID CODE PAGE OF PAGES

S 1 34

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

16C. DATE SIGNED

BY 13-May-2016

16B. UNITED STATES OF AMERICA15C. DATE SIGNED15B. CONTRACTOR/OFFEROR

(Signature of Contracting Officer)(Signature of person authorized to sign)

8. NAME AND ADDRESS OF CONTRACTOR (No., Street, County, State and Zip Code) X W911W5-16-R-0008

X 9B. DATED (SEE ITEM 11)

22-Apr-2016

10B. DATED (SEE ITEM 13)

9A. AMENDMENT OF SOLICITATION NO.

11. THIS ITEM ONLY APPLIES TO AMENDMENTS OF SOLICITATIONS

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

Offer 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 telegram 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 telegram or letter, provided each telegram or letter 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 NO. AS DESCRIBED IN ITEM 14.

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

CONTRACT ORDER NO. IN ITEM 10A.

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

10A. MOD. OF CONTRACT/ORDER NO.

2. AMENDMENT/MODIFICATION NO. 5. PROJECT NO.(If applicable)

6. ISSUED BY

3. EFFECTIVE DATE

10-May-2016

CODE

CDR, HQUSAINSCOM (NGIC)

2055 BOULDERS ROAD

CHARLOTTESVILLE VA 22911-8318

W911W5 7. ADMINISTERED BY (If other than item 6)

4. REQUISITION/PURCHASE REQ. NO.

CODE

See Item 6

FACILITY CODECODE

EMAIL:TEL:

SECTION SF 30 BLOCK 14 CONTINUATION PAGE

SUMMARY OF CHANGES

SECTION H - SPECIAL CONTRACT REQUIREMENTS

The following have been modified:

SPECIAL CONTRACT REQUIREMENTS

SECTION H TABLE OF CONTENTS

H001 ANALYTICAL PRODUCTS

H002 ARMY ELECTRONIC INVOICING INSTRUCTIONS

H003 CONTRACTOR AVAILABILITY

H004 CONTRACTOR IDENTIFICATION

H005 CONTRACTOR PERFORMANCE ASSESSMENT REPORTING SYSTEM – CPARS

H006 CONTRACTOR PERSONNEL SUPERVISION

H007 FEDERAL HOLIDAYS

H008 GOVERNMENT- FURNISHED PROPERTY (GFP)

H009 GOVERNMENT SHUTDOWN REQUIREMENTS FOR ESSENTIAL CONTRACTOR PERSONNEL

H010 INCORPORATION OF SECTION K

H011 INSURANCE CLAUSE IMPLEMENTATION

H012 KEY PERSONNEL

H013 MANPOWER REPORTING REQUIREMENT/ACCOUNTING FOR CONTRACT SERVICES

H014 NONDISCLOSURE OF INFORMATION

H015 ORGANIZATIONAL CONFLICT OF INTEREST (OCI)

H016 OTHER DIRECT COST (ODC) APPROVAL

H017 QUALITY CONTROL

H018 RIGHT OF REPLACEMENT

H020 SMALL BUSINESS SUBCONTRACTING PLAN

H021 USE OF CONTRACTOR SUPPORT

Note: All INSCOM Clauses H001 – H021 are dated June 2014.

H001

ANALYTICAL PRODUCTS

All analytical products must comply with NGIC Analytic Standards, including but not limited to the Director of

National Intelligence Community Directives (ICD) 203 (Analytic Standards), 206 (Sourcing Requirements for

Disseminated Analytic Products), and 208 (Write for Maximum Utility). The contractor shall insure compliance with the above directives ICD 203, 206 and 208 which are unclassified and available on the web at:

http://www.fas.org/irp/dni/icd/icd-203.pdf http://www.fas.org/irp/dni/icd/icd-206.pdf http://www.fas.org/irp/dni/icd/icd-208.pdf http://www.fas.org/irp/dni/icd/icd-203.pdf

H002

ARMY ELECTRONIC INVOICING INSTRUCTIONS

Contractor shall submit payment request using the following method(s) as mutually agreed to by the Contractor, the

Contracting Officer, the contract administration office, and the payment office.

Wide Area Workflow (WAWF) (see instructions below)

Web Invoicing System (WInS)(https://ecweb.dfas.mil)

American National Standards Institute (ANSI) X.12 electronic data interchange (EDI) formats

(http://www.X12.org and http://www.dfas.mil/ecedi)

Other (please specify)____________________________________

DFAS POC and Phone: Customer Service, DFAS Rome (800) 553-0527

WAWF is the preferred method to electronically process vendor request for payment. This application allows DOD vendors to submit and track Invoices and Receipt/Acceptance documents electronically. Contractors electing to use

WAWF shall (i) register to use WAWF at https://wawf.eb.mil and (ii) ensure an electronic business point of contact

(POC) is designated in the System for Award Management (SAM) site at https://www.sam.gov/portal/public/SAM/ within ten (10) calendar days after award of this contract/order.

WAWF Instructions

The vendor shall self-register at the web site https://wawf.eb.mil. Once registration has been completed, the vendor must notify the appropriate buyer or contracting officer that they’re ready to start using WAWF. Vendor training is available on the internet at http://wawftraining.com. For more information, call 1-866-618-5988.

Questions concerning payments should be directed to the Defense Finance and Accounting Service (DFAS)

[Customer Service, DFAS Rome (800) 553-0527 or fax to (877) 575-3332]. Please have your purchase order/contract number ready when calling about payments.

You can easily access payment and receipt information using the DFAS web site at http://www.dfas.mil/dfas/contractorsvendors/phonenumbers.html. Your purchase order/contract number or invoice number will be required to inquire about the status of your payment.

The following codes and information will be required to assure successful flow of WAWF documents.

TYPE OF DOCUMENT

Commercial Item Financing

Construction Invoice (Contractor Only)

Invoice (Contractor Only)

Invoice and Receiving Report (COMBO)

Invoice as 2-in-1 (Services Only)

Performance Based Payment (Government Only)

Progress Payment (Government Only) https://ecweb.dfas.mil/ http://www.x12.org/ http://www.dfas.mil/ecedi https://wawf.eb.mil/ https://www.sam.gov/portal/public/SAM/ https://wawf.eb.mil/ http://wawftraining.com/ http://www.dfas.mil/dfas/contractorsvendors/phonenumbers.html https://wawf.eb.mil/SUM%20RoboHelp%20Web%20Help/Detailed_Document_Information/Scribble530.htm https://wawf.eb.mil/SUM%20RoboHelp%20Web%20Help/Detailed_Document_Information/Scribble540.htm https://wawf.eb.mil/SUM%20RoboHelp%20Web%20Help/Detailed_Document_Information/Scribble550.htm https://wawf.eb.mil/SUM%20RoboHelp%20Web%20Help/Detailed_Document_Information/Scribble560.htm https://wawf.eb.mil/SUM%20RoboHelp%20Web%20Help/Detailed_Document_Information/Scribble570.htm https://wawf.eb.mil/SUM%20RoboHelp%20Web%20Help/Detailed_Document_Information/Scribble580.htm https://wawf.eb.mil/SUM%20RoboHelp%20Web%20Help/Detailed_Document_Information/Scribble590.htm

Cost Voucher (Government Only)

Receiving Report (Government Only)

Receiving Report With Unique Identification (UID) Data (Government Only)

UID is a new globally unique “part identifier” containing data elements used to track DoD parts through their life cycle.

Summary Cost Voucher (Government Only)

CAGE CODE: TBD

ISSUE BY DODAAC: W911W5

ADMIN BY DODAAC: W911W5

INSPECT BY DODAAC: W911W5

ACCEPT BY DODAAC: W911W5

SHIP TO DODAAC: W911W5

PAYMENT OFFICE FISCAL STATION CODE: HQ0302

EMAIL POINTS OF CONTACT LISTING: ROME-VENDORPAY@DFAS.MIL

INSPECTOR: thomas.r.myers.civ@mail.mil

ACCEPTOR: thomas.r.myers.civ@mail.mil

RECEIVING OFFICE POC: thomas.r.myers.civ@mail.mil

CONTRACTING OFFICER: jessica.c.mullins.civ@mail.mil

CONTRACT ADMINISTRATOR: quammie.j.semper.mil@mail.mil

H003

CONTRACTOR AVAILABILITY

(a) The Contractor agrees to attend any post award conference convened by the contracting activity or contract administration office in accordance with Federal Acquisition Regulation (FAR) Subpart 42.5. In addition, the

Contracting Officer (KO), Contracting Officers Representative (COR), and other Government personnel, as appropriate, may meet periodically with the Contractor to review the Contractor's performance. At these meetings the KO will provide the Contractor with feedback on performance and the Contractor will submit feedback to the

KO on any problems experienced on the part of the Government. Appropriate action shall be taken to resolve outstanding issues. These meetings shall be at no additional cost to the Government.

(b) Availability of Contractor Personnel and Access to Facilities. During the progress of work called for herein, the

Contractor shall, upon request of the KO or designated COR, make available any of his personnel engaged in the performance of the work for conferences with the KO or his duly authorized representative or other Intelligence

Community offices/organizations. In the event that Government personnel visit the Contractor’s facility for the purpose of conferences or study of work in progress, the Contractor shall make available to the Government representative adequate meeting space, as necessary, at no additional cost to the Government.

https://wawf.eb.mil/SUM%20RoboHelp%20Web%20Help/Detailed_Document_Information/Scribble610.htm https://wawf.eb.mil/SUM%20RoboHelp%20Web%20Help/Detailed_Document_Information/Scribble620.htm https://wawf.eb.mil/SUM%20RoboHelp%20Web%20Help/Detailed_Document_Information/Receiving_Report_With_UID_Data.htm https://wawf.eb.mil/SUM%20RoboHelp%20Web%20Help/Detailed_Document_Information/Scribble630.htm mailto:ROME-VENDORPAY@DFAS.MIL mailto:thomas.r.myers.civ@mail.mil mailto:thomas.r.myers.civ@mail.mil mailto:thomas.r.myers.civ@mail.mil mailto:jessica.c.mullins.civ@mail.mil mailto:quammie.j.semper.mil@mail.mil

(c) The Contractor shall have the capability to rapidly provide replacement personnel from among its other company employees until such time as permanent personnel can be provided. This change shall be coordinated with the COR.

The Contractor shall have available at the request of the COR or Requiring Activity (RA) a list of all personnel providing services under this contract. The listing shall be current and accurate at all times and include at a minimum: name, title, company (prime or subcontractor), location, phone #, email address, and any other information the Contractor deems necessary.

H004

CONTRACTOR IDENTIFICATION

In accordance with Homeland Security Presidential Directive No. 12 (HSPD-12), when Contractor personnel perform the services required in this contract on a Government installation, they are required to possess and wear an identification badge which displays his or her name and his or her “Contractor” status. The Contractor shall ensure

Contractor personnel identify themselves as Contractors when attending meetings, answering Government telephones, providing any type of written correspondence, or working in situations where their actions could be construed as official Government acts. All documents or reports produced by Contractors are to be suitably marked as Contractor-produced products or Contractor participation is appropriately disclosed. While performing in a

Contractor capacity, Contractor personnel are prohibited from using their retired or reserve component military rank or title in all written and verbal communications.

H005

CONTRACTOR PERFORMANCE ASSESSMENT REPORTING SYSTEM – CPARS

(a) The COR will use the Contractor Performance Assessment Reporting System (CPARS) web-enabled application or appropriate replacement system to collect and manage a library of automated contractor performance evaluations. The COR will be responsible for the automated contractor performance evaluations to be completed in accordance with FAR Part 42. FAR Part 42 identifies requirements for documenting contractor performance for systems and non-systems acquisitions. The CPARS applications are designed for UNCLASSIFIED use only.

Classified information is not to be entered into these systems. In general, contractor performance assessments or evaluations provide a record, both positive and negative, for a given contract during a specified period of time.

When evaluating contractor performance each assessment or evaluation is based on objective facts and is supported by program and contract management data, such as cost performance reports, customer comments, quality reviews, technical interchange meetings, financial solvency assessments, production management reviews, contractor operations reviews, functional performance evaluations, and earned contract incentives.

(b) In accordance with FAR Part 42.15, and as otherwise provided by this contract, the contractor’s performance under this contract shall be subject to evaluation as follows:

(1) Final evaluation shall be conducted for all task orders after completion of contract performance; and

(2) Interim evaluations may be conducted at the Government’s discretion.

(c) Past performance evaluation reports shall be retained by the Government to provide source selection information for a period not to exceed three years after contract completion. In accordance with FAR 9.105-1(c), the KO shall also consider relevant past performance information when making responsibility determinations.

(d) The KO shall provide appropriate extracted information from the completed interim (if applicable) and final reports to the contractor as soon as practicable after completion of the report. The contractor shall have a maximum of 30 calendar days after the date of the letter forwarding the information to submit written comments, rebutting statements, or additional information. The Government will consider rebuttals and other information provided by the contractor and will render a final determination regarding the contractor’s performance during that period of the evaluation.

H006

CONTRACTOR PERSONNEL SUPERVISION

(a) The Contractor’s personnel shall at all times be considered and recognized as employees of the Contractor and under the Contractor’s control.

(b) The Contractor shall provide a program manager or supervisor who has daily knowledge of support requirements and the ability to effectively synchronize and prioritize personnel, equipment and simultaneous production schedules to meet routine and dynamic mission requirements.

(a) Contractor’s personnel shall be accountable solely to the Contractor, who in turn is responsible to the

Government for executing all terms and conditions of the contract.

(d) In order to ensure the services are satisfactorily performed, the KO or the COR shall issue directions and requirements within the scope of the AAAP Support Performance Work Statement (PWS) concerning the work to the designated team lead of the Contractor who shall, in turn, ensure the requested services are performed in a manner consistent with the terms of the contract.

H007

FEDERAL HOLIDAYS

Federal Law (5 U.S.C. 6103) establishes the following public holidays for Federal employees:

New Year’s Day

Birthday of Martin Luther King, Jr.

Washington’s Birthday

Memorial Day

Independence Day

Labor Day

Columbus Day

Veterans Day

Thanksgiving Day

Christmas Day

When a holiday falls on a nonworkday -- Saturday or Sunday -- the holiday usually is observed on Monday (if the holiday falls on Sunday) or Friday (if the holiday falls on Saturday).

Unless otherwise specified, the Contractor is to observe the Federal Holidays as set forth above.

H008

GOVERNMENT-FURNISHED PROPERTY (GFP)

(a) Pursuant to the Government Property clause herein, the Government shall furnish the item(s) of property listed below as Government-Furnished Property (GFP) to the Contractor for use in performance of this contract.

ITEM # NSN NOUN PART# QTY DELIVERY DATE

As required by each Task Order.

(b) The Contractor shall verify the quantity and condition of the property identified above immediately upon receipt.

Shortages and/or damaged or defective property shall be promptly reported to the KO after verification made by a designated representative of the KO.

(c) When deemed necessary, a representative of the KO will be present to inspect the condition of the property prior to packaging thereof for return to the Government. In order to accommodate this inspection requirement, the

Contractor shall provide the KO with at least 24 hours prior notice so that personnel may be assigned for these examinations.

(d) On 31 March of each calendar year, or within 30 days of expiration or termination of the contract, whichever occurs first, the Contractor shall provide an accounting of all Government property which has come into its possession or custody under the contract. Upon completion of the contract, the Contractor shall obtain disposition instructions from the Government Property Administrator of the activity having responsibility for administration of the contract.

H009

GOVERNMENT SHUTDOWN REQUIREMENTS FOR ESSENTIAL CONTRACTOR PERSONNEL

(a) Government Closure. In the event the US Government Office of Personnel Management (OPM) officially announces closure of the Federal Government, and federal employees (other than emergency essential personnel) are not required to report to work, the Contractor shall follow this guidance:

(1) Personnel who, in accordance with the terms of the contract, perform their contractual duties on a

Government installation or in a Government facility but have not been designated emergency essential personnel or are not fulfilling 24/7 requirements shall not report for duty under this contract and the Contractor shall not invoice for those hours.

(2) Personnel who have been designated in writing by the COR or verbally notified by the KO (written confirmation will be provided within five (5) business days after designation as Emergency Essential) as emergency essential shall report to work.

(3) Personnel fulfilling 24/7 contract requirements (if any) who are not emergency essential but who are already at work may remain at work if approved by the COR.

(b) Installation, Post or Facility Closure. The installation, post or facility commander may, at their discretion, close the post, installation or facility even if the Government is otherwise open. In this case, (i.e., if the Government is open but the post, installation, or facility is closed), Contractor personnel will not be able to report regardless of status. The Contractor shall not invoice for these hours. Unless the cognizant Government authority directs personnel to leave the installation, Contractor personnel on site at the time of the closure may stay to complete their shifts at the discretion of the Contractor taking into account safety and other issues. Contractors may bill for hours worked.

(c) Announcements. The Contractor is responsible for monitoring announcements and informing employees of

Federal Government or installation closures.

(d) Alternate Duty Sites. In the case of Government-wide or installation, post or facility closure, the Contractor personnel whose place of duty is the installation or facility are not authorized to perform at an alternate duty site unless the KO approves the type of work and the alternate location in writing in advance. (Except in the instance of a Continuity of Operations (COOP) level event).

(e) The COR shall notify the contractor as to the instructions that are to be followed in the event of a

Government shutdown. The contractor is responsible for the notification of its personnel.

H010

INCORPORATION OF SECTION K

Section K of the solicitation is hereby incorporated by reference.

H011

INSURANCE CLAUSE IMPLEMENTATION

The Contractor shall obtain and maintain the minimum kinds and amounts of insurance during performance of this contract as specified by FAR 28.307-2, Liability, and contemplated by FAR 52.228-7, Insurance--Liability to Third

Persons.

H012

KEY PERSONNEL

(a) Key personnel are those persons, whether employed by the contractor or by one of the contractor’s prospective subcontractors, who will occupy any of the critical key personnel positions. These personnel are required to establish and manage critical support functions identified in the Signature Technical Support Performance Work

Statement (PWS). The Contractor shall identify and provide resumes of all proposed key personnel. Contractors may propose additional key position(s) and name(s) of the key personnel in addition to the positions listed below.

Position Name of Key Personnel* Email Phone #

Geophysical Analyst

IR Analyst

*Offeror shall fill in the table and insert rows for additional key personnel as necessary.

(b) The contractor shall notify the KO prior to making any change in key personnel, as identified in their proposal submission.

(c) Prior to directing any of the specified key personnel to other programs, the contractor shall submit justification to substitute key personnel at least 30 calendar days prior to the substitution. Justification shall be in sufficient detail, to include the replacement’s resume, to permit evaluation of the impact of the proposed change on the program and its schedule. No substitution shall be made by the contractor without the advanced written consent of the KO of any anticipated change. The contractor shall demonstrate to the satisfaction of the KO that the qualifications of the prospective personnel are equal to or better than the qualifications of the personnel being replaced.

(d) In the event the contractor's personnel performance is unsatisfactory to the Government, the KO reserves the right to request and receive satisfactory replacement.

H013

MANPOWER REPORTING REQUIREMENT/ACCOUNTING FOR CONTRACT SERVICES

The Office of the Assistant Secretary of the Army (Manpower & Reserve Affairs) operates and maintains a secure

Army data collection site where the contractor will report ALL contractor manpower (including subcontractor manpower) required for performance of this contract. The contractor is required to completely fill in all the information in the format using the following web address: https://cmra.army.mil . The required information includes: (1) Contracting Office, Contracting Officer, Contracting Officer’s Technical Representative; (2) Contract number (3) Beginning and ending dates covered by reporting period; (4) contractor name, address, phone number, email address, identity of contractor employee entering data; (5) Estimated direct labor hours (including subcontractors); (6) Estimated direct labor dollars paid this reporting period (including sub-contractors); (7) Total payments (including sub-contractors); (8) Predominant Federal Service Code (FSC) reflecting services provided by contractor (and separate predominant FSC for each sub-contractor if different); (9) Estimated data collection cost;

(10) Organizational title associated with the Unit Identification Code (UIC) for the Army Requiring Activity (the https://cmra.army.mil/

Army Requiring Activity is responsible for providing the contractor with its UIC for the purposes of reporting this information); (11) Locations where contractor and sub-contractors perform the work (specified by zip code in the

United States and nearest city, country, when in an overseas location, using standardized nomenclature provided on website); (12) presence of deployment or contingency contract language; and (13) Number of contractor and subcontractor employees deployed in theater this reporting period (by country). As part of its submission, the contractor will also provide the estimated total cost (if any) incurred to comply with this reporting requirement.

Reporting period will be the period of performance not to exceed 12 months ending September 30 of each

Government fiscal year and must be reported by 31 October of each calendar year. Contractors may use a direct

[Extensible Markup Language] XML data transfer to the database server or fill in the fields on the website. The

XML direct transfer is a format for transferring files from a contractor’s systems to the secure web site without the need for separate data entries for each required data element at the web site. The specific formats for the XML direct transfer may be downloaded from the web site.

H014

NONDISCLOSURE OF INFORMATION

(a) Nondisclosure of Sensitive and/or Proprietary Data. The Contractor recognizes that in the performance of this contract it may receive or have access to certain sensitive information, including information provided on a proprietary basis by other contractors, equipment manufacturers, and other private or public entities. The Contractor agrees to use and examine this information exclusively in the performance of this contract and to take the necessary steps in accordance with Government regulations to prevent disclosure of such information to any party outside the

Government.

(b) Indoctrination of Personnel. The Contractor agrees to indoctrinate its personnel who have access as to the sensitive nature of the information and the relationship under which the contractor has possession of or access to the information. Contractor personnel shall not engage in any other action, venture or employment wherein sensitive information will be used for the profit of any party other than those furnishing the information. The Nondisclosure

Agreement (NDA) for Contractor Employees as provided below shall be signed by all indoctrinated personnel prior to work commencing. The Contractor shall restrict access to sensitive/proprietary information to the minimum number of employees necessary for contract performance.

(c) Remedy for Breach. The Contractor agrees that any breach or violation of the certifications or restrictions of this clause shall constitute a material and substantial breach of the terms, conditions and provisions of the contract and that the Government may, in addition to any other remedy available, terminate this contract for default in accordance with the provisions of FAR 52.249-6. Nothing in this clause or contract shall be construed to mean that the Government shall be liable to the owners of proprietary information in any way for the unauthorized release or use of proprietary information by this contractor or its subcontractors.

(d) Nondisclosure Agreement (NDA) for Contractor Employees. Prior to commencement of work, Contractor personnel will be required to sign the NDA provided below. The successful Contractor will provide a list of executed NDAs with a self certification within 15 days of award to the KO and COR.

H015

ORGANIZATIONAL CONFLICT OF INTEREST (OCI)

(a) Performance under this contract may create potential organizational conflicts of interest such as are contemplated by FAR Part 9.505. The Contractor shall not engage in any other contractual or other activities which could create an organizational conflict of interest with its position under this contract; which might impair its ability to render unbiased advice and recommendations; or in which it may derive an unfair competitive advantage as a result of knowledge, information, and experience gained during the performance of this contract. This provision shall apply to the prime Contractor and all subcontractors. This provision shall have effect throughout the period of performance of this contract, any extensions thereto by change order or supplemental agreement, and for two (2) years thereafter. The Government may terminate this contract for default, disqualify the Contractor for subsequent related contractual efforts, and pursue such other remedies as may be permitted by law or this contract, upon determination an OCI has occurred.

(b) The work performed under this contract may create a significant potential for certain conflicts of interest, as set forth in FAR Parts 9.505-1, 9.505-2, 9.505-3, and 9.505-4. It is the intention of the parties hereto to prevent both the potential for bias in connection with the Contractor’s performance of this contract, as well as the creation of any unfair competitive advantage as a result of knowledge gained through access to third-party proprietary information.

(c) Whenever performance of this contract provides access to another Contractor’s proprietary information, the

Contractor shall:

(i) enter into a written agreement with the other entities involved, as appropriate, in order to protect such proprietary information from unauthorized use or disclosure for as long as it remains proprietary; and

(ii) refrain from using such proprietary information other than as agreed to, for example to provide assistance during technical evaluation of other Contractors' offers or products under this contract. An executed copy of all proprietary information agreements by individual personnel or on a corporate basis shall be furnished to the KO within fifteen (15) calendar days of execution.

(d) The Contractor shall obtain from each of its employees, whose anticipated responsibility in connection with the work under this contract may be reasonably expected to involve access to such information subject to the limitations described in this clause, a written agreement, which, in substance, shall provide such employee will not, during its employment by the Contractor, or thereafter, improperly disclose such data or information.

(e) The Contractor shall hold the Government harmless and will freely indemnify the Government as to any cost/loss resulting from the unauthorized use or disclosure of any third-party proprietary information by its employees, the employees of subcontractors, or by its agents.

(f) For breach of any of the above restrictions or for nondisclosure or misrepresentation of any relevant facts required to be disclosed concerning this contract, the Government reserves the right to terminate this contract for default, disqualify the Contractor for subsequent related contractual efforts, and to pursue such other remedies as may be available under law.

(g) The Contractor shall include the same provisions as are expressed in this clause, including this paragraph, in all subcontracts awarded for performance of any portion of this requirement. This restriction is applicable throughout the period of performance of the subcontract, and any extensions thereof by change order or supplemental agreement, and for two (2) years thereafter. When the provisions of this clause are included in a subcontract, the term "contracting officer" shall represent the head of the Contracts Office of the prime contract.

Any deviations or less restrictive coverage deemed necessary or required by the prime Contractor for a particular subcontract must first be submitted to the Government KO for approval. Subcontractors, on a case-by-case basis, may make a request, through the prime Contractor, for a revision to OCI Clause restrictions outlined above.

H016

OTHER DIRECT COST (ODC) APPROVAL

(a) Materials. Except for those items proposed by the Contractor and agreed upon by the Government and

Contractor during negotiations, any material purchased by the Contractor for use under this contract must be approved by the Contracting Officer (KO) prior to its purchase. The Government shall not be liable for material purchased without the KO's prior consent.

(b) Travel. The Contracting Officer's Representative (COR) shall approve all travel requests in writing in advance. As required, the KO will issue travel orders to personnel that will be departing CONUS for travel to

OCONUS locations. Transportation, per diem, air fare, auto rental, out of pocket expenses, and other allowable expenses shall be reimbursed in accordance with the limitations of the Joint Travel Regulation.

Note: Use of government discounted fares cannot be a requirement imposed by the KO. The individual airlines must agree to offer these fares to contractor personnel and that agreement is incorporated in the General Service

Administration contract.

H017

QUALITY CONTROL

(a) Quality Control Plan (QCP). The QCP shall be utilized by the contractor throughout the performance of this contract. After receiving approval of the QCP by the Government, the contractor shall notify the KO in writing of any proposed change to the plan. The KO may also propose changes, when necessary, in writing to the contractor for action. The contractor shall review the QCP in its entirety at least once a year to ensure that the plan is current and complete. Results of the review and/or changes to the plan shall be submitted in writing to the KO for review.

Note: The Government reserves the right to have the contractor update or revise, as required, the QCP for specific task orders at no cost to the Government.

(b) Quality Assurance Surveillance Plan (QASP). The contractor is responsible for management and quality control actions to meet the terms of the contract. The QASP defines the process the Government uses to evaluate the contractor’s execution of the PWS. The QASP explains what the Government will be monitoring, how the monitoring will take place, who will conduct the monitoring, and how monitoring efforts and results will be documented. The Government reserves the right to revise the QASP to ensure that it remains a valid, useful, and enforceable document throughout the performance of the contract.

(c) Performance Evaluation Meetings. The contractor’s program manager shall meet periodically with the

COR to discuss and evaluate the contractor’s performance. Should the Government issue a Contract Discrepancy

Report, the parties shall meet as soon as practicable to resolve the outstanding performance issues. Should the parties fail to come to a satisfactory resolution, the matter will be referred to the KO.

H018

RIGHT OF REPLACEMENT

The Government reserves the right to direct any contractor employee to be removed from performance, directly or indirectly, whenever there is probable cause to believe, on the basis of all facts available, that such action is warranted in the interest of national security. This action shall be made whether or not the cause is deemed of sufficient severity to warrant action to terminate the contractor’s or individual’s security clearance. The

Government also reserves the right to remove any contractor for the purpose of conducting any investigation of alleged misconduct that may, in the opinion of the KO, jeopardize the security of the project.

H019

SECURITY REQUIREMENTS

(a) The contractor shall maintain and administer a security program in accordance with the National Industrial

Security Program Manual (NISPOM), DoD 5220.22-M, all applicable Department of Defense (DoD) and

Department of the Army (DA) security policies, procedures, and directives, including the DD Form 254, and the

Director of National Intelligence policies for access to SCI.

(b) The manuals, regulations and directives listed below provide the necessary guidance for physical, personnel, and information security for safeguarding SCI and are part of the security classification specification for this contract:

DoD 5105.21-M-1, SCI Security Manual, Administrative Security

Signals Intelligence Security Regulations (SISR) (available from the contract monitor (CM))

Imagery Policy Series (available from the CM)

ICD 503-Intelligence Community Technology Systems Security Risk Management, Certification and

Accreditation

AR 25-2, Information Assurance

AR 380-28, Department of the Army Special Security System

Army Handbook for SCI Contracts

(c) All DD Forms 254 prepared for subcontractors involving access to SCI under this contract must be forwarded to the Contracting Officer (KO) for approval and then to HQ INSCOM, ACofS Security, G2, Contractor

Support Element (CSE) for review and concurrence prior to award of the subcontract. In accordance with DoD

Manual 5105.21, Volume 1/2/3, 19 October 2012, the Cognizant Security Authority (CSA) is the U.S. Army

Contractor Support Element (CSE) and supporting Special Security Officer (SSO), Fort Meade, MD. The Contract

Monitor (CM) or COR is a representative of Headquarters, U.S. Army Intelligence and Security Command.

(d) This contract requires access to classified information. There shall be no dissemination or publication, except within and between the contractor and any subcontractors, or information developed under this contract or contained in the reports to be furnished pursuant to this contract without prior written approval of the Contracting

Officer (KO). Physical, personnel, and information security measures are part of the security specifications for this contract as outlined in the DD Form 254, in accordance with emerging Intelligence Community Directives (ICDs), NISPOM Supplement, and all other Government security regulations and directives. The Government shall be responsible for furnishing classification guidance to the contractor for services to be performed as required. The contractor shall comply with special instructions and controls for handling, processing, storing, and transmission of classified information in accordance with applicable Government regulations, manuals and directives. Additional

SCI security requirements are delineated in the addendum to the DD Form 254.

(e) Loss or suspension of required security clearance as set forth in the DD Form 254 will result in the contractor’s inability to perform in accordance with the terms and conditions of this contract. As a result of this failure to perform, the contractor is subject to termination under the appropriate termination clause herein.

(f) The Contractor's Special Security Officer (CSSO)/Facility Security Officer (FSO) shall have oversight responsibility for all security activities and requirements associated with this contract. The CSSO/FSO shall ensure all contractor personnel employed on this contract are U.S. citizens and have a current final TS clearance based upon a current SSBI and have been indoctrinated into SCI by appropriate central adjudication facility (CAF). The contractor shall also be responsible for ensuring the availability of eligible personnel for positions/functions requiring polygraphs for access to certain Government SCI facilities and/or networks.

(g) Personnel Security Clearances.

(1) All contractor personnel performing under this contract shall be U.S. Citizens, possess a current final

TOP SECRET clearance based upon a Single Scope Background Investigation (SSBI) and shall be indoctrinated into Sensitive Compartmented Information (SCI). Some positions may require CI Polygraph. The contractor is responsible for obtaining all necessary security clearances for contractor personnel. The contractor shall maintain and administer a security program in accordance with the NISPOM, DoD 5220.22-M. Applicable security regulations are specified in the DD 254 and the SCI Addendum as shown in the Request for Proposal (RFP).

(2) An integral part of the manning requirements includes the requirement for a security clearance. Strict adherence to the policies and procedures governing security clearances is required. The contractor must be prudent in the screening and selection of personnel that will be subjected to a background investigation. All contractor personnel assigned to or visiting CONUS or OCONUS locations (including during the phase-in period) must be cleared for TS and be eligible for indoctrination into SCI prior to beginning contract performance. For initial assignment, transfer and temporary duty (TDY), clearance certification must be submitted to the COR at least 30 calendar days prior to the anticipated arrival at destination. Most stations require different levels of access and some stations may require polygraphs. When access to a station requires a polygraph, the contractor will be allowed 90 days from the time written notice is issued by the Government to have polygraph-cleared personnel ready to deploy.

(3) Polygraphs. Individuals identified by the contractor as candidates will be scheduled by the

Government for a counterintelligence polygraph (CIPG) to be conducted by Government Polygraph Program personnel. Application of the CIPG must receive prior approval by the KO. Contractor support personnel shall be subject to Counter Intelligence screening/re-screening at any stage of employment and at any time with and without notice and may be selected for polygraph screening or re-screening at the discretion of the Government.

(4) Counterintelligence-Focused Security Review. All contractor support personnel shall be subject to

Counterintelligence-Focused Security Review at any stage of employment and at any time with and without notice and may be selected for polygraph screening or re-screening at the discretion of the Government.

Counterintelligence-Focused Security Review may include, but is not limited to: Background checks and interviews, credit checks, criminal records checks, immigration records checks, other agency name checks, and substance abuse checks (including urinalysis, breathalyzer, blood tests, and other appropriate instruments). All deployed contractor personnel must have current and valid passports and obtain appropriate country visas and work permits, as required.

(h) The contractor shall be responsible for processing all necessary security clearances and identification of contractor personnel. All such personnel are entitled to a Common Access Card for computer access, and may be entitled to a Common Access Card for logistical support in overseas areas. See Army Regulation (AR) 600-8-14.

The contractor will ensure that all badges and cards are returned and Government accounts are closed.

(i) The contractor shall provide their DSS FL 381-R letter received from the Defense Security Service (DSS) that grants their Top Secret facility clearance at proposal and notify the Government throughout the term of the contact if there is any change thereto.

(j) Military security requirements in the performance of this contract shall be maintained in accordance with the DD Form 254 attached to this award. This contract document is UNCLASSIFIED.

(k) Personnel shall comply with all local security and safety requirements. The contactor shall report security and safety violations immediately to the KO, and other local authorities as appropriate. Lost Government-issued security badges must be reported immediately to KO and HQ INSCOM Security Office.

(l) Dissemination of Information.

(1) The Contractor shall not release sensitive information to the general public without prior written approval from the Contracting Officer. All Contractor requests to release sensitive information shall be in writing and clearly explain the necessity for release of the information and consequences if approval is not granted. All material produced by the Contractor which will be released to the general public will be subject to OPSEC and

Security reviews from INSCOM OPSEC Officer, Special Security Officer (SSO), Anti-terrorism Officer (ATO), and

INSCOM Public Affairs Office prior to release. The Contractor shall destroy all sensitive program material at the completion of the contract so as to ensure the information cannot be accessed or utilized for any purpose. The

Contractor will also notify the Contracting Officer in writing of its destruction. These same requirements will flow down to all subcontractors working on or provided any sensitive information related to the contract.

(2) Performance under this contract may require the contractor to access data and information proprietary to a Government agency, another Government contractor or of such nature that its dissemination or use other than as specified in the work statement would be adverse to the interests of the Government or others. Neither the contractor, nor contractor personnel, shall divulge nor release data or information developed or obtained under performance of this contract, except to authorized Government personnel or upon written approval of the KO. The contractor shall not use, disclose, or reproduce proprietary data that bears a restrictive legend, other than as specified in this contract or any information at all regarding this agency.

(3) Disclosure of information regarding operations and services of the activity to persons not entitled to receive it and failure to safeguard any classified information that may come to the contractor (or any persons under the contractor’s control) in connection with work under this contract, may subject the contractor, contractor’s agent, or employees to criminal liability under Title 18, sections 793 and 798 of the United States Code. Neither the contractor nor the contractor’s employees shall disclose or cause to be disseminated, any information concerning the operations of the activity, which could result in, or increase the likelihood of, the possibility of a breach of the activity’s security or interrupt the continuity of its operations.

(4) There shall be no dissemination or publication, except within and between the contractor and any subcontractors, of information developed under this contract or contained in the reports to be furnished pursuant to this contract without prior written approval of the KO. The contractor shall direct to the KO all inquiries, comments, or complaints arising from matters observed, experienced, or learned as a result of, or in connection with the performance of this contract, the resolution of which may require the dissemination of official information.

(m) Information Technology Security and Software Certification.

(1) The contractor certifies that it will undertake to ensure that any software to be provided or any

Government-furnished software to be returned, under this contract will be provided or returned free from computer virus, which could damage, destroy, or maliciously alter software, firmware, or hardware, or which could reveal to unauthorized persons any data or other information accessed through or processed by the software.

(2) The contractor shall immediately inform the COR and KO when there is a reasonable suspicion that software to be provided or returned, or associated with production may cause the harm described in the paragraph above.

(3) The contractor acknowledges its duty to exercise reasonable care in the course of contract performance to include the following:

(i) Using on a regular basis current versions of commercially available anti-virus software to guard against computer viruses when introducing maintenance, diagnostic, or other software into computers; and

(ii) Prohibiting the use of non-contract related software on computers, especially from unknown or unreliable sources.

(n) Derivative Documentation/Files. All documents and files (hardcopy and electronic) containing classified information produced as a result of contract award, inclusive of Task Orders, shall be considered property of the

United States Government. The Contractor shall provide/reproduce such documents for the Government upon request within the time period permitted for retention of classified information as identified in the National

Industrial Security Program Operating Manual (NISPOM) (DoD 5220-22-M).

(o) Configuration Management. Configuration management of the technical facilities (e.g., mission systems, equipment, software, and all configuration items thereof) shall be the authority of the Government. The applicable

Government Configuration Control Board (CCB) will approve all changes to baseline configurations before they are implemented. The contractor shall take appropriate action to implement CCB decisions made by the Government.

(p) Computer Security: AR 25-2, 23 March 2009, Information Assurance.

(1) A well-protected DoD/Army network enables organizations to easily handle the increasing dependence on the Internet. For a DoD/Army organization to be successful, it needs to integrate information that is secure from all aspects of the organization. The purpose of this policy is to outline the acceptable use of computer equipment within a DoD/Army organization. These rules are in place to protect the employee and the organization.

Inappropriate use exposes DoD/Army units to risks including attacks, compromise of network systems and services, and legal issues. This policy applies to all employees, contractors, consultants, temporary employees, and other workers assigned to the DoD/Army organizations.

(2) Annual security education, training, and awareness programs are to be developed and conducted that address, at a minimum, physical security, acceptable use policies, malicious content and logic, and non-standard threats such as social engineering.

(q) Intelligence Oversight: Army Regulation (AR) 381-10, 3 May 2007, U.S. Army Intelligence Activities;

DoD Regulation 5240.1-R; and Executive Order 12333.

(1) The term “Intelligence Oversight” came about as a result of a Government review involving congressional hearings in the early 1970s of alleged constitutional abuses by DoD intelligence components.