Draft Solicitation

Section A - Solicitation/Contract Form A.1. In reference to block 12 of Standard Form 33, titled Solicitation, Offer and Award - Offerors are requested to extend their offers to a minimum of 120 calendar days from the date of receipt.

Section B - Supplies or Services and Prices B.1. The collective ceiling for the Fort Benning Maneuver Battle Lab (MBL), single award Indefinite Delivery/Indefinite Quantity (ID/IQ) contract (Phase-in period, Basic Ordering period, and four (4) one-year Optional Ordering periods) is $78,670,000.00 B.2. The guaranteed minimum for this contract is $100,000.00 and is applicable ONLY to the Basic Ordering period. There is no guaranteed minimum applicable to any Optional Ordering period. A task order will be issued to the awardee under this single award ID/IQ to satisfy the guaranteed minimum.

B.3. The Contract Line Item (CLIN) structure shall be established individually at the task order level. The Pricing of task orders shall be pursuant to the instructions and limitations provided at Section H, Special Contract Requirements.

B.4. For administrative purposes only, all CLINs have been prefilled except CLIN 0001.

B.5. CLINs 0500, 1500, 2500, 3500, and 4500 are not separately priced (NSP).

Phase-In Period

FFP

Contractor shall prepare to assume full responsibility for comprehensive support services provided to the Fort Benning Maneuver Battle Lab in strict compliance with all specifications, terms and conditions, and all other provisions contained herein.

Phase-in: 1 August 2011 through 31 August 2011

FOB: Destination

NET AMT

Firm-Fixed Price (FFP) Services

Provide comprehensive support services to Maneuver Battle Lab in accordance with the Performance Work Statement (PWS).

Basic Ordering Period: 1 September 2011 through 31 July 2012

NET AMT

Time and Materials (T&M) T&M Services

T&M

Provide comprehensive support services to Maneuver Battle Lab in accordance with the Performance Work Statement (PWS).

TOT ESTIMATED PRICE

CEILING PRICE

Labor Hour (LH) Services

LH

Provide comprehensive support services to Maneuver Battle Lab in accordance with the Performance Work Statement (PWS).

TOT ESTIMATED PRICE

CEILING PRICE

Contract Manpower Reporting (CMR)

Contract Manpower Reporting (CMR) shall be reported in accordance with paragraph 11 of Exhibit A, Performance Work Statement (PWS).

NET AMT

Dollars, U.S.

Other Direct Costs (ODCs)

COST

Other Direct Costs shall be in accordance with Section H, Special Contract Requirements.

ESTIMATED COST

FFP

Provide comprehensive support services to Maneuver Battle Lab in accordance with the Performance Work Statement (PWS).

1st Optional Ordering Period: 1 August 2012 through 31 July 2013

NET AMT

T&M

Provide comprehensive support services to Maneuver Battle Lab in accordance with the Performance Work Statement (PWS).

NET AMT

LH

Provide comprehensive support services to Maneuver Battle Lab in accordance with the Performance Work Statement (PWS).

NET AMT

Dollars, U.S.

COST

Other Direct Costs shall be in accordance with Section H, Special Contract Requirements.

NET AMT

FFP

Contract Manpower Reporting (CMR) shall be reported in accordance with paragraph 11 of Exhibit A, Performance Work Statement (PWS).

NET AMT

FFP

Provide comprehensive support services to Maneuver Battle Lab in accordance with the Performance Work Statement (PWS).

2nd Optional Ordering Period: 1 August 2013 through 31 July 2014

NET AMT

T&M

Provide comprehensive support services to Maneuver Battle Lab in accordance with the Performance Work Statement (PWS).

NET AMT

LH

Provide comprehensive support services to Maneuver Battle Lab in accordance with the Performance Work Statement (PWS).

NET AMT

Dollars, U.S.

COST

Other Direct Costs shall be in accordance with Section H, Special Contract Requirements.

NET AMT

FFP

Contract Manpower Reporting (CMR) shall be reported in accordance with paragraph 11 of Exhibit A, Performance Work Statement (PWS).

NET AMT

FFP

Provide comprehensive support services to Maneuver Battle Lab in accordance with the Performance Work Statement (PWS).

3rd Optional Ordering Period: 1 August 2014 through 31 July 2015

NET AMT

T&M

Provide comprehensive support services to Maneuver Battle Lab in accordance with the Performance Work Statement (PWS).

NET AMT

LH

Provide comprehensive support services to Maneuver Battle Lab in accordance with the Performance Work Statement (PWS).

NET AMT

Dollars, U.S.

COST

Other Direct Costs shall be in accordance with Section H, Special Contract Requirements.

NET AMT

FFP

Contract Manpower Reporting (CMR) shall be reported in accordance with paragraph 11 of Exhibit A, Performance Work Statement (PWS).

NET AMT

FFP

Provide comprehensive support services to Maneuver Battle Lab in accordance with the Performance Work Statement (PWS).

4th Optional Ordering Period: 1 August 2015 through 31 July 2016

NET AMT

T&M

Provide comprehensive support services to Maneuver Battle Lab in accordance with the Performance Work Statement (PWS).

NET AMT

LH

Provide comprehensive support services to Maneuver Battle Lab in accordance with the Performance Work Statement (PWS).

NET AMT

Dollars, U.S.

COST

Other Direct Costs shall be in accordance with Section H, Special Contract Requirements.

NET AMT

FFP

Contract Manpower Reporting (CMR) shall be reported in accordance with paragraph 11 of Exhibit A, Performance Work Statement (PWS).

NET AMT

Section C - Descriptions and Specifications C.1. The single award ID/IQ Performance Work Statement (PWS) for the Maneuver Battle Lab is provided in Section J, Exhibit A.

C.2. The PWS provided at Section J, Exhibit A sets forth the description of services that may be ordered under this contract.

C.3. Specific PWSs will be provided with each individual task order.

Section D - Packaging and Marking D.1. Specific packing and marking information for task order technical data and deliverables will be provided in each individual task order.

D.2. The contractor shall ensure that all items are preserved, packaged and marked in accordance with best commercial practices to meet packing requirements of the carrier and ensure a safe and timely delivery at the intended destination, consistent with applicable security requirements.

Section E - Inspection and Acceptance E.1. Inspection shall be accomplished by the Contracting Officer’s Representative (COR).

E.2. Specific inspection and acceptance information will be provided in each individual task order.

CLAUSES INCORPORATED BY REFERENCE

Section F - Deliveries or Performance F.1. Ordering Period: The ordering period for the Maneuver Battle Lab single award Indefinite Delivery/Indefinite Quality (ID/IQ) contract consists of an eleven (11) month Basic Ordering period, four (4) one-year Optional Ordering periods, and FAR Clause 52.217-8, Option to Extend Services up to six (6) months. There will be a thirty (30) day phase-in period prior to the Basic Ordering period. The anticipated phase-in and ordering periods are as follows:

PHASE-IN

01 August 2011 through 31 August 2011

BASE YEAR

01 September 2011 through 31 July 2012

OPTION YEAR 1

01 August 2012 through 31 July 2013

OPTION YEAR 2

01 August 2013 through 31 July 2014

OPTION YEAR 3

01 August 2014 through 31 July 2015

OPTION YEAR 4

01 August 2015 through 31 July 2016

F.2. Place of Performance: Work shall be performed primarily at Fort Benning, Georgia, and may also require occasional support at other Department of Defense (DoD) locations throughout the Continental United States (CONUS), and Outside Continental United States (OCONUS) including Iraq, Afghanistan and other potential future Theater of Operations. Specific task order deliveries and/or performance information will be provided in each individual task order.

CLAUSES INCORPORATED BY REFERENCE

Section G - Contract Administration Data G.1. Contract Administration Of Master Contracts:

a. In no event shall any understanding or agreement, contract modification, change order, or other matter in deviation from the terms of this contract between the Contractor and a person other than the Contracting Officer responsible for administraction of the contract be effective or binding upon the Government. All such actions must be formalized by a proper contractual document executed by the Contracting Officer.

b. The MICC-Fort Benning is responsible for contract administration of this contract.

Mission and Installation Contracting Command (MICC)

MICC – Fort Benning, ATTN: MIC-EI-BEN 6600 Meloy Drive

Bldg 6 Suite 250

Fort Benning, GA 31905-1300

c. All contract administration associated with individual task orders will be performed by the ordering office issuing the task order, unless otherwise designated.

G.2. Invoices And Payments:

a. Specific Invoicing/Payment instructions will be provided at the task order level.

b. Wide Area Work Flow (WAWF). WAWF Registration is mandatory. This application allows DOD vendors to submit and track Invoices and Receipt/Acceptance documents electronically. To use WAWF, contractors must enroll at the WAWF site and verify their computer system compatibility. Vendor/contractor registration information is at: https://wawf.eb.mil/vreg.htm and User training is at: https://www.wawftraining.com/.

The following is for information purposes only. The specific WAWF will be provided at the Task Order Level. The information codes will be coordinated at the Task Order level to assure a successful flow of WAWF documents.

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 (specify) ___________

WAWF Instructions

FORMCHECKBOX

Questions concerning payments should be directed to the Defense Finance and Accounting Service (DFAS) Indianapolis, 1-888-332-7366. Please have your purchase order/contract number ready when calling about payments.

FORMCHECKBOX

Questions concerning payments should be directed to the Defense Finance and Accounting Service (DFAS) Rome, NY, 1-800-553-0527. Please have your purchase order/contract number ready when calling about payments.

FORMCHECKBOX

Questions concerning payments should be directed to the Defense finance and Accounting Service (DFAS) Columbus, 1-800-756-4571 (option 2, 5) or faxed to 1-877-778-3758. 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/money/vendor. Your purchase order/contract number or invoice number will be required to inquire about the status of your payment.

TYPE OF DOCUMENT [check as appropriate]

[ ] 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)

[ ] 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:

ISSUE BY DODAAC:

ADMIN BY DODAAC:

INSPECT BY DODAAC:

ACCEPT BY DODAAC:

SHIP TO DODAAC:

INSPECTOR:

ACCEPTOR:

RECEIVING OFFICE POC: ________________

CONTRACT ADMIN:

CONTRACTING OFFICER: ________________

ADDITIONAL CONTACT:

LOCAL PROCESSING OFFICE DODAAC:

PAYMENT OFFICE FISCAL STATION CODE:

EMAIL POINTS OF CONTACT LISTING:

CLAUSES INCORPORATED BY FULL TEXT

Local Clause 5152.233-4000, AMC-Level Protest Program (Nov 2008)

If you have complaints about this procurement, it is preferable that you first attempt to resolve those concerns with the responsible contracting officer. However, you can also protest to Headquarters, AMC. The HQ, AMC-Level Protest Program is intended to encourage interested parties to seek resolution of their concerns within AMC as an Alternative Dispute Resolution forum, rather than filing a protest with the Government Accountability Office or other external forum. Contract award or performance is suspended during the protest to the same extent, and within the same time periods, as if filed at the GAO. The AMC protest decision goal is to resolve protests within 20 working days from filing. To be timely, protests must be filed within the periods specified in FAR 33.103. If you want to file a protest under the AMC-Level Protest Program, the protest must request resolution under that program and be sent to the address below. All other agency-level protests should be sent to the contracting officer for resolution.

HQ Army Material Command

Office of Command Counsel

9301 Chapek Rd, Room 2-1SE3401

Ft. Belvoir, VA 22060-5527

Facsimile number (703) 806-8866 or 8875

Packages sent by FedEx or UPS should be addressed to:

HQ Army Material Command

Office of Command Counsel

Room 2-1SE3401

1412 Jackson Loop

Ft. Belvoir, VA 22060-5527

The AMC-Level Protest procedures are found at: http://www.amc.army.mil/pa/COMMANDCOUNSEL.asp.

If internet access is not available, contact the contracting officer or HQ, AMC to obtain the AMC-Level Protest Procedures.

(End of Provision)

Section H - Special Contract Requirements

H. 1. Ordering Procedures.

H.1.1. Request for Task Order Response (RTOR):

a. As the needs exist for performance under the terms of this contract, a Contracting Officer from the MICC-Fort Benning will notify the Contractor of an existing requirement and provide the Contractor with a RTOR. RTORs may be transmitted to the Contractor via mail, e-mail, or facsimile. Oral requests may be issued when the requirements are urgent.

b. An RTOR indicating the task order type and the Statement of Objectives/Performance Work Statement/services to be accomplished will be presented to the Contractor. The types of task orders authorized for use under this contract are Firm-Fixed Price, Time and Material (T&M), and Labor Hour (LH). If a T&M and/or LH type task order is utilized, the Contracting Officer must prepare a Determination and Finding for Task Order Type and obtain approval at the appropriate level.

c. Upon the receipt of a RTOR from the Contracting Officer, the Contractor shall prepare a price proposal utilizing the appropriate labor categories and negotiated hourly labor rate included at Exhibit B of the contract. The price proposal and any supporting information/documentation shall be submitted to the Contracting Officer within three (3) working days of receipt of the RTOR, unless otherwise stated. The task order response shall contain the following information and documents:

1) Copy of the RTOR (including any applicable amendments)

2) Task Order Price Proposal

3) Supporting Task Order Price Proposal documents (as appropriate)

4) Technical Submission (as appropriate)

5) Supporting Technical Documents (as appropriate)

d. If necessary in the development of a Task Order Price Proposal, site visits will be considered as incidental to the work and included in the Contractor’s offered price. It is the Contractor’s responsibility to perform an accurate assessment to identify all tasks required to accomplish the work.

e. The Contracting Officer will evaluate the Contractor’s Task Order Price Proposal for price reasonableness and compliance with all the requirements of the RTOR. The Contracting Officer will negotiate with the Contractor when the proposed quality or level of work varies from what the Government estimated. After agreement has been reached, the Contracting Officer will issue a task order for performance of work.

H.1.2. Issuance of Task Orders.

a. A task order is the contractual instrument issued by the Contracting Officer to the Contractor to order services. The task order is issued upon agreement between the Contracting Officer and the Contractor on the performance of work, performance time, and the price for the work. If the Contractor receives a RTOR they believe to be outside of the scope and intent of the contract, a written notice shall be sent to the Contracting Officer describing how the RTOR is outside of the scope and intent of the contract. The Contracting Officer will assess the information as provided by the Contractor and provide an appropriate response as required.

b. All task orders are subject to the terms and conditions of this contract. In the event of conflict between a task order and this contract, the contract shall prevail.

c. Task orders will be issued using a DD Form 1155. Each task order will include the following information:

(i) Date of the Task Order

(ii) Contract number and Task Order number

(iii) Contract Line Item number (CLIN), description, quantity, unit prices and total CLIN price

(iv) Task Order price, delivery or performance data

(v) Accounting and appropriation data

(vi) Any other pertinent data

d. The Government reserves the right to cancel a proposed task order before or after receipt of Contractor’s proposal.

H.1.3. Task Order Review and Approval Procedures:

a. The Principal Assistant Responsible for Contracting (PARC), MICC provides contract review, approval, and oversight for all contracts and task orders prepared and awarded by all ordering offices that fall within the MICC area of responsibility.

b. The review and approval procedures are established in the Mission and Installation Contracting Command, Directorates of Contracting and Contracting Centers, Document Submission and Approval of Requirements, Contracting Information Letter (CIL) 09-13, Review and Approval Requirements for Contracting Actions or any other superseding/successor CILs.

H.2. Task Order Modifications.

a. Unforeseen Conditions. If during the course of work the Contractor encounters unforeseen conditions which impact the work and which could not be evaluated during the initial estimating procedures, the Contractor shall immediately notify the Contracting Officer and not proceed without the authorization of the Contracting Officer. Upon request from the Contracting Officer, the Contractor shall submit a revised price proposal addressing the unforeseen condition in the same manner and form as required for the initial TOR.

b. Performance Schedule. The Contractor shall submit any requests to modify the Performance Schedule, in writing to the Contracting Officer with an explanation for the deviation. The revised Performance Schedule shall indicate clearly, the added and/or deleted services and shall reflect the increase or decrease in time required to execute the services. Time will be adjusted in accordance with the affect the modification has on the critical path of the project. Upon request from the Contracting Officer, the Contractor shall submit a revised price proposal addressing the unforeseen condition in the same manner and form as required for the initial TOR.

c. Negotiated changes will be incorporated into the contract and/or task order through the issuance of a modification pursuant to the clauses contained in the basic contract.

H.3. Task Order Performance Schedule: A task order Performance Schedule shall define the overall time required to perform the identified services. Each major task, including beginning time and ending time, shall be identified within the schedule.

H.4. Task Order Funding: No unfunded task orders are authorized. Funding must be authorized at the task order level and must be the type deemed appropriate for the services to be acquired.

H.5. Pricing Matrices: The Pricing Matrices set forth the labor categories for each particular type of task order (FFP, T&M, and LH) that shall be used and the maximum rates that may be paid under this contract inclusive of options, if exercised.

H.6. Other Direct Costs (ODCs): ODCs are costs not previously identified as a direct material cost, direct labor cost, or indirect cost that can be identified specifically with a final cost objective and are only authorized to the extent that it is necessary for performance of task orders under this contract. Labor is not permitted to be proposed as an ODC. Allowable other direct costs will be determined by the Contracting Officer on a cost reimbursement basis only.

a. Travel: Reimbursement for local and international travel, subsistence, and lodging shall be paid to the Contractor only to the extent that it is necessary for performance of task orders under this contract. Official travel of Contractor personnel away from their duty station that was not identified in the negotiated task order shall not be undertaken unless advance written approval has been obtained from the task order Contracting Officer or COR. See FAR 31.205-46 for additional information regarding travel costs. Invitational Travel Orders will NOT be issued by the Government for Contractor travel. Only per diem that does not exceed the maximum rates shall be considered to be reasonable. Indirect rates commensurate with the firm’s disclosure statement/accounting practices are authorized for reimbursement. Fee or profit on travel expenses is not an allowable reimbursement.

NOTE: Additional travel requirements will be addressed specifically and in detail in each individual Task Order.

Travel Regulations: The following travel regulations may be used to determine reasonableness of travel:

(i) Federal Travel Regulations (in effect at the time of travel) prescribed by the General Services Administration for travel in the contiguous 48 United States.

(ii) Joint Travel Regulations Volume 2, DoD Civilian Personnel, Appendix A, prescribed by the DoD for travel in Alaska, Hawaii, The Commonwealth of Puerto Rico, and the territories and possessions of the United States.

(iii) Standardized Regulations, (Government Civilians, Foreign Areas), Section 925, “Maximum Travel Per Diem Allowances in Foreign Areas” prescribed by the Department of State.

b. Training: The Government will reimburse the Contractor for the initial training of contractor personnel as required when the MBL implements a new simulation, simulator, battle command system, or other software or hardware required by the Government. The Government will also reimburse the Contractor for the training of Simulation Interactors (SIs) as required to support specific experimentation efforts. The Contractor must obtain authorization for training from the Contracting Officer prior to training attendance or the cost incurred shall not be reimbursed.

H.7. Insurance:

a. General: In accordance with FAR clause 52.228-5, Insurance--Work on a Government Installation, incorporated in Section I, the Contractor shall secure, pay the premiums for and keep in force until the expiration of this contract, and any renewal thereof, adequate insurance to specifically include liability assumed by the Contractor under this contract. The Contractor shall maintain the following types of insurance and coverage listed below:

Insurance types and minimum amounts:

Workmen's compensation insurance as required by the laws of the State.

Comprehensive bodily injury liability insurance with limits of not less than $500,000 for each accident.

Property damage liability with a limit of not less than $100,000 for each accident.

Automotive bodily injury liability insurance with limits of not less than $200,000 for each person and $500,000 for each accident, and property damage liability insurance, with a limit of not less than $40,000 for each accident.

b. In accordance with FAR clause 52.228-7, Insurance-Liability to Third Persons, incorporated in Section I, the Contractor shall secure, pay the premiums for and keep in force until the expiration of this contract, and any renewal thereof, adequate insurance to specifically include liability assumed by the Contractor under this contract. The Contractor shall maintain the following types of insurance and coverage listed below:

Insurance types and minimum amounts:

Comprehensive general liability; $100,000 per person and $500,000 per accident for bodily injury. No property damage general liability insurance is required.

Automotive Insurance; $200,000 for each person and $500,000 for each accident for bodily injury and $20,000 per accident for property damage. Comprehensive form of policy is required.

Standard Workmen’s Compensation and Employers Liability Insurance (or where maritime employment is involved, Longshoremen’s and Harbor Worker’s Compensation Insurance, FAR clause 52.228-3 and 4) in the minimum amount of $100,000. Regarding FAR clause 52.228-8, Liability and Insurance —Leased Motor Vehicles, incorporated in Section I, the Contractor shall secure, pay the premiums and keep in force until the expiration of this contract, and any renewal thereof, adequate insurance to specifically include liability assumed by the Contractor under this contract for $200,000 for each person and $500,000 for death or bodily injury and $20,000 per occurrence for property damage or loss. Comprehensive form of policy is required.

c. The Contractor shall agree to insert the substance of these clauses in all sub-contracts hereunder.

H.8. Work on a Government Installation: In performing work under this contract or any task order on a Government installation or in a Government building, the Contractor shall fully comply with local military installation, city, state, and federal laws, regulations and/or ordinances pertinent to performance of the contractual services. Specifically, the Contractor shall:

a. Conform to the specific safety requirements established by this contract or in a task order;

b. Observe all rules and regulations issued by the installation Commanding Officer pertaining to fire, safety, security, sanitation, severe weather, admission to the installation, and conduct not directly addressed in this contract;

c. Take all reasonable steps and precautions to prevent accidents and preserve the life and health of the Government and Contractor personnel.

d. Take such additional immediate precautions as the Contracting Officer or COR may reasonably require for safety and accident prevention purposes;

e. Conform to all security requirements as specified in DD Form 254, and security requirements as specified in the Task Order PWS.

Each RTOR may provide additional information regarding work on Government installation.

H.9. Federal Holidays:

a. General: The Contractor shall not schedule interfacing work (meetings, approvals, deliveries, etc,) with the Government on any of the established holidays in the federal service, or any other day designated as a holiday in Federal Statutes or by Executive Order, except with the prior approval of the Contracting Officer or the COR. The following days have been established as legal public holidays in the federal service.

The following days are legally recognized holidays:

New Year's Day

1 January

Martin Luther King Jr.'s Birthday

3rd Monday in January

President's day

3rd Monday in February

Memorial Day

Last Monday in May

Independence Day

4th of July

Labor Day

1st Monday in September

Columbus Day

2nd Monday in October

Veteran's Day

11th of November

Thanksgiving Day

4th Thursday in November

Christmas Day

25 th December

*Memorial Day falls on the 5th Monday in 2016.

When one of the designated legal holidays falls on a Sunday, the following Monday will be observed as a legal holiday. When a legal holiday falls on a Saturday, the proceeding Friday is observed as a legal holiday. The list of holidays relates to Government duty days and is not intended to supplement or otherwise alter the provisions of any Wage Determination or Collective Bargaining Agreement regarding applicable paid holidays.

b. Additional Days: In addition to the days designated as holidays, the Government observes the following days:

(i) Any other day designated by Federal Statute

(ii) Any other day designated by Executive Order

(iii) Any other day designated by a Presidential Proclamation

c. Compensation: It is understood and agreed between the Government and the Contractor that observance of such days by Government personnel shall not be a reason for an additional period of performance or entitlement of compensation except as set forth within the contract. In the event the Contractor's personnel work during a holiday or other day observed by Government employees, the Contractor may reimburse them; however, no form of holiday or other premium compensation will be reimbursed by the Government, either as a direct or indirect cost, other than their normal compensation for the time worked. This provision does not preclude reimbursement for authorized overtime work to a task order, if applicable.

H.10. Organizational Conflict of Interest (OCI):

a. General: The Contractor shall receive no privileged, proprietary, or otherwise sensitive information without the Government’s knowledge and without both the Government and Contractor implementing appropriate safeguards or agreements thereon. Contractor shall not divulge any information accessed and obtained during the course of performing this task to other Contractor staff or anyone outside the Government. Specifically, in addition to any organizational conflict of interest provision, Contractor and subcontractor employees assigned to this contract where there will be privileged, proprietary or otherwise sensitive information shall be required, prior to working, to sign a non-disclosure statement for the Government agreeing not to share any information or data with other Contractor personnel not assigned to the project or, if assigned to the project, who has not signed a non-disclosure statement. The signed nondisclosure statements shall be furnished to the COR prior to contract performance. The company shall include, with its submission of the RFP, its plan to “firewall” these employees and enforce this provision (i.e., internal controls, Organizational Conflict of Interest (OCI) training, etc.) Contractor shall designate an OCI Administrator to ensure compliance with this requirement. That Compliance Officer shall conduct and submit to the Contracting Officer periodic OCI reviews to identify, certify the lack of any OCI and address any potential OCI identified during the life of the contract. Failure to adhere to these non-disclosure safeguards may result in termination of the ID/IQ or TO contract. Final authorship and copyright (if required) of any deliverable will be with the Government. The Contractor cannot gain any unfair advantage. The Contractor shall identify any organizational conflict of interest clauses they or their subcontractor’s for which firewalls/mitigation plans have been implemented, current or within three years of federal government contract services, by providing, with their offer, a copy of the clause, a description of the contract services performed, a contract number, a governmental point of contact, and a phone number for that point of contact. This information shall be provided as part of Contractor’s proposal Volume I- General.

b. Definitions:

"Organizational Conflict of Interest" means that because of other activities or relationships with other persons, a person is unable or potentially unable to render impartial assistance or advice to the Government, or the person's objectivity in performing the contract work is or might be otherwise impaired, or a person has an unfair competitive advantage. "Person" as used herein includes Corporations, Partnerships, Joint Ventures, Teaming Arrangements, and other business enterprises.

The term "Contractor" as used in this section, includes any person, firm or corporation which has a majority or controlling interest in the Contractor or in any parent corporation thereof, any person, firm, or corporation in whom the Contractor (or any parent or subsidiary corporation thereof) has a majority or controlling interest. The term also includes the corporate officers of the Contractor, those of any corporation which has a majority or controlling interest in the Contractor, and those of any corporation in which the Contractor (or any parent or subsidiary corporation thereof) has a majority or controlling interest. All references to the “Contractor” as contained in this section shall apply with equal force to all of these included.

c. Compliance: Compliance with this OCI requirement is a material obligation of this contract. The rights and remedies described herein shall not be exclusive and are in addition to other rights and remedies provided by law, including those set forth at FAR Part 9.5, Organizational and Consultant Conflicts of Interest, or elsewhere included in this contract. If the Contractor takes any action prohibited by this requirement or fails to take action required by this requirement, the Government may terminate this contract for default. For breach of any of the restrictions contained herein, 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. If in compliance with this section, the Contractor discovers and promptly reports an organizational conflict of interest subsequent to contract award, the Contracting Officer may choose to terminate this contract for convenience of the

Government, when such termination is deemed to be in the best interest of the Government.

H.11. Key Personnel Requirements

a. Certain experienced professional and/or technical personnel are essential for successful accomplishment of the work to be performed under this contract. These "Key Personnel" shall be identified by name within the contractor’s proposal and their qualifications shall be submitted for evaluation during the source selection process. The contractor agrees that such personnel shall not be removed or replaced within the performance of this contract unless the following measures are taken:

(1) If one or more of the key personnel, for any reason, becomes or is expected to become unavailable for work under this contract for a continuous period exceeding 30 work days, or is expected to devote substantially less effort to the work than indicated in the proposal or initially anticipated, the contractor shall, subject to the concurrence of the Contracting Officer and/or designated Contracting Officer Representative (COR), promptly replace personnel with personnel who possess equal, or better, qualifications as the original employee

(2) All requests for approval of substitutions hereunder must be in writing and provide a detailed explanation of the circumstances necessitating the proposed substitutions. The request must contain the qualifications for the proposed substitute and any other information requested by the Contracting Officer or designated COR. The Contracting Officer or designated COR must concur in writing with the change.

b. If the Contracting Officer or designated COR determines that suitable and timely replacement of Key Personnel who have been reassigned, terminated or have otherwise become unavailable for the contract work is not reasonably forthcoming or that the resultant reduction of productive effort would be so substantial as to impair successful completion of the contract, the Contracting Officer may terminate the contract for default or for the convenience of the Government, as appropriate, or make an equitable adjustment to the contract to compensate the Government for any resultant delay, loss or damage.

CLAUSES INCORPORATED BY FULL TEXT

252.203-7003 AGENCY OFFICE OF THE INSPECTOR GENERAL (SEP 2010)

The agency office of the Inspector General referenced in paragraphs (c) and (d) of FAR clause 52.203-13, Contractor Code of Business Ethics and Conduct, is the DoD Office of the Inspector

General at the following address:

DoD Office of the Inspector General, Investigative Policy and Oversight, 400 Army Navy Drive, Suite 1037, Arlington, VA 22202-4704, Toll Free Telephone: 866-429-8011.

5152.209-4000

DOD LEVEL I ANTITERRORISM (AT) STANDARDS (FEB 2009)

(a) Pursuant to Department of Defense Instruction Number 2000.16, “DoD Antiterrorism (AT) Standards,” dated October 2, 2006, each contractor employee requiring access to a Federally-controlled installation, facility and/or Federally-controlled information system(s) shall complete Level I AT Awareness Training on an annual basis and receive a certificate of completion. The training is accessible from any computer and is available at https://atlevel1.dtic.mil/at/. The contractor is responsible for ensuring that all applicable employees have completed antiterrorism awareness training and shall certify that their workforce has completed the training through the submission of completion certificate(s) to the Contracting Officer and the Contracting Officer’s Representative (if appointed) within five working days after contract award or prior to access to a Federally-controlled installation or information system.

(b) In the event that the automated system at https://atlevel1.dtic.mil/at/ is not available (e.g., server problems), Level I AT Awareness Training can be provided by a qualified instructor. However, if the training is not completed online, the Level I AT Awareness Instructor qualification must be coordinated with the Installation Antiterrorism Officer (or Installation Security equivalent) and the resultant name(s) of approved instructors shall be provided the contracting officer or designee along with all associated cost or schedule impacts to the contract.

(c) Antiterrorism performance (Level I AT Awareness Training attendance and compliance) may be documented as a performance metric under the resultant contract, and be part of past performance information in support of future source selections.

(End of clause)

Section I - Contract Clauses

CLAUSES INCORPORATED BY REFERENCE

CLAUSES INCORPORATED BY FULL TEXT

52.203-14 DISPLAY OF HOTLINE POSTER(S) (DEC 2007)

(a) Definition.

United States, as used in this clause, means the 50 States, the District of Columbia, and outlying areas.

(b) Display of fraud hotline poster(s). Except as provided in paragraph (c)--

(1) During contract performance in the United States, the Contractor shall prominently display in common work areas within business segments performing work under this contract and at contract work sites--

(i) Any agency fraud hotline poster or Department of Homeland Security (DHS) fraud hotline poster identified in paragraph (b)(3) of this clause; and

(ii) Any DHS fraud hotline poster subsequently identified by the Contracting Officer.

(2) Additionally, if the Contractor maintains a company website as a method of providing information to employees, the Contractor shall display an electronic version of the poster(s) at the website.

(3) Any required posters may be obtained as follows:

Poster(s) Obtain from

(i) Department of Defense (DoD) Defense Hotline

(ii) Website: http://www.dodig.mil/hotline/poster_download.cfm

(iii) Address: DoD Inspector General, ATTN: Defense Hotline, 400 Army Navy Drive, Arlington, VA 22202-4704

(c) If the Contractor has implemented a business ethics and conduct awareness program, including a reporting mechanism, such as a hotline poster, then the Contractor need not display any agency fraud hotline posters as required in paragraph (b) of this clause, other than any required DHS posters.

(d) Subcontracts. The Contractor shall include the substance of this clause, including this paragraph (d), in all subcontracts that exceed $5,000,000, except when the subcontract--

(1) Is for the acquisition of a commercial item; or

(2) Is performed entirely outside the United States.

(End of clause)

CLAUSES INCORPORATED BY FULL TEXT

52.216-18 Ordering. (OCT 1995)

(a) Any supplies and services to be furnished under this contract shall be ordered by issuance of delivery orders or task orders by the individuals or activities designated in the Schedule. Such orders may be issued from the date of contract award through 31 July 2012 or as extended via FAR clause 52.217-8 and/or 52.217-9.

(b) All delivery orders or task orders are subject to the terms and conditions of this contract. In the event of conflict between a delivery order or task order and this contract, the contract shall control.

(c) If mailed, a delivery order or task order is…