Performance_Worksheet.docx

PERFORMANCE WORK STATEMENT (PWS)

(Advanced Negotiation and Mediation Training) Part I

General Information

1. GENERAL: This is a non-personnel services contract to Advanced Negotiation and Mediation Training. The Government shall not exercise any supervision or control over the contract service providers performing the services herein. Such contract service providers shall be accountable solely to the Vendor who, in turn is responsible to the Government.

1.1. Description of Services/Introduction: Vendor shall provide training in accordance with the following:

· Quantity: Vendor shall provide THREE (3) courses with up to 20 students per course for a total of 60 students annually.

· Projected Schedule: Training shall begin as soon as practical with all courses completed within one year of contract date. Period of performance will be a minimum of ONE (1) course in the second quarter of the FY19, ONE (1) course in the third quarter of the FY19 and ONE (1) course in the fourth quarter of FY19. This and any refinement of training dates will be made after award with no less than 15 day notice to the Vendor to begin training.

· Price is inclusive of all training materials, facility usage, instructors, role players and equipment used.

1.2. Background: The 83RD Civil Affairs Battalion as a subordinate unit of the U.S. Army Forces Command (FORSCOM) and deploys worldwide and conduct operations in foreign environments. The 83RD Civil Affairs Battalion continually deploys its forces to developing and war torn nations to support Geographic Combatant Commands and United States Embassies’ Objectives. The Battalion’s contributions to these objectives involve addressing civil vulnerabilities, which enable violent extremist organizations (VEOs) to gain influence over vulnerable populations. Routinely these civil vulnerabilities involve a wide range of developmental issues including economic disparities between groups, which contribute to political instability. VEO leadership often uses real or perceived injustices to drive an insurgency. Both military operations and insurgent actions can adversely affect business and the economy of a region; such disruption can generate resentment against the Host Nation Government. Conversely, restoring or repairing production and distribution systems can energize the economy, create jobs and growth, and positively influence local perceptions serving to counter the influence and narratives of VEOs. Basic training received during the Civil Affairs Qualification Course does not include baseline negotiations instruction. This training would greatly benefit teams and better enable them to influence vulnerable populations. Civil Affairs Soldiers have a unique requirement to adeptly negotiate with key leaders, from the municipal to international levels, viable, sustainable solutions to persistent problems with a clear understanding of unintended consequences; this ability is paramount to mission success throughout the world.

1.3. Objectives: Curriculum for this training course shall be culturally specific, based on the regional orientation of each course and iteration. The government will provide the region of emphasis at least 15 days in advance of training, and training will include the topics listed below:

1.3.1. Determine whether to pursue negotiations or to meet objectives and mission requirements in other ways.

· Establish a negotiation strategy before entering negotiations.

· Establish all necessary protocols for negotiation

· Discuss the crucial elements of every negotiation

· Use of Neuro Linguistic Programming (NLP) in the conduct and preparation of meetings and negotiations to determine the opponent’s strategy and windows for agreement.

· Establish rapport and trust

· Explain the three primary negotiating styles: hard or winning at all costs; soft or easy with concessions: and principled or negotiating for mutual satisfaction

· Use of external power in negotiations

· Elicitation and counter elicitation techniques

· Recognize and manipulate non-verbal communications especially those unique to the region or country of deployment

· Preparation and use of interpreters

· Termination of meetings and defining points of agreement

· Preparing meeting reports to include results, biographic, and other information

· Fundamentals of behavior and communication

· Overviews of cultures and society.

· Cross-cultural concepts of status, leadership, and organization

· Conflict management and constructive confrontation.

· Culture-specific scenarios, education and training that relate to the Area of Responsibility of the unit in training

· Regional authenticity

· Linguistic proficiency enhancement

· Social mediation and conflict resolution

1.4. Scope: The Institution shall provide all training materials, instructors, facilities and all other items and services (not specifically identified herein to be Government-furnished), necessary to conduct a minimum 5-day resident course of instruction on Advanced Negotiation Training, specifically in developing and fragile states. The Vendor shall accomplish all training objective of the 83RD Civil Affairs Battalion encompassing Advanced Negotiation Training subject matters as iterated throughout the Performance Work Statement (PWS).

1.5. Period of Performance: Training will begin as soon as practical with all courses completed within one (1) year of contract base and option periods. Refinement of training dates will be made after award with no less than 15 day notice to the Vendor to begin training.

Proposed Training dates:

28 JAN – 1 FEB 2019 (2QTRFY19)

20 MAY – 24 MAY 2019 (3QTRFY19)

29 JUL – 4 AUG 2019 (4QTRFY19)

1.6. General Information

1.6.1. Quality Control: The policy of the Government for Vendor Quality Control and Government quality assurance and applicable definitions is provided in Part 46 of the Federal Acquisition Regulation. The Vendor is required to control quality of service delivery and provide only services which conform to contract requirements. Perfect performances are not required for the control of quality to be satisfactory; however, specific service delivery must be in substantial compliance with contract requirements and be suitable for the intended purpose of the contract. The overall control of quality must meet or exceed industry standards for the required service. The Vendor shall immediately respond in writing to any Contract Discrepancy Report issued by the Contracting Officer, explaining why the discrepancy occurred and how it will be prevented in the future.

1.6.1.1. Quality Control Program: The Government is committed to a highly interactive relationship between quality control by the Contractor and quality assurance by the government recipient of services. This relationship shall be achieved through an effective Prevention Based Quality Control Program dedicated to ensuring the best possible products and services to end users. The Contractor shall provide their final written Quality Control Plan (QCP) no later than (NLT) 10 days after contract award and within five (5) days of any proposed changed [to the COR and KO] if QCP is submitted with Contractors proposal.

1.6.1.1.1. The Contractor’s quality program shall demonstrate its prevention-based outlook by meeting the objectives stated in the PWS throughout all areas of performance. The QCP shall be developed to specify the Contractor’s responsibility for management and quality control actions to meet the terms of the contract. The QCP as a minimum shall address continuous process improvement; procedures for scheduling, conducting and documentation of inspection; discrepancy identification and correction; corrective action procedures to include procedures for addressing Government discovered non-conformances; procedures for root cause analysis to identify the root cause and root cause corrective action to prevent re-occurrence of discrepancies; procedures for trend analysis; procedures for collecting and addressing customer feedback/complaints.

1.6.1.1.2. The Contractor shall provide electronically, all reports generated as a result of the Contractor’s quality control efforts NLT 48hrs after course completion. This shall include any summary information used to track quality control, including any charts/graphs.

1.6.1.1.3. The Contractor’s QCP shall be incorporated into and become part of this contract after the plan has been accepted by the KO. Proposed changes made after KO acceptance shall be submitted in writing through the COR to the KO for review and acceptance prior to implementing any revision. The Contractor’s QCP shall be maintained throughout the life of the contract and shall include the Contractor’s procedures to routinely evaluate the effectiveness of the plan to ensure the Contractor is meeting the performance standards and requirements of the contract.

1.6.1.2. Contractor Discrepancy Report (CDR): When the Contractor's performance is unsatisfactory, a CDR will be issued. The Contractor shall reply in writing within five (5) work days from the date of receipt of the CDR, giving the reasons for the unsatisfactory performance, corrective action taken, and procedures to preclude recurrence.

1.6.1.3. Quality Assurance: The Government will periodically evaluate the Vendor’s performance using a Government Quality Assurance Surveillance Plan. The Government will measure the Vendor’s control of quality against the performance thresholds specified in the Requirements Summary. If re-performance of a service delivery is required, the original inspection will be recorded as unsatisfactory. When overall monthly performance for a required service meets or exceeds the performances threshold, quality control is satisfactory. Only the original inspection results by the Governments will be used to make this evaluation. Failure to meet the performance threshold for a required service means that the quality control for that service for the observation period is unsatisfactory. Each service will be evaluated each observation period, which is generally one month.

1.6.2. Property Management System: The Contractor shall establish a system to manage Government Furnished Equipment (GFE); Material in its possession to control, use, preserve, protect, repair and maintain. The Property Management System (PMS) must be adequate to satisfy the requirements of Property Management in accordance with (IAW) FAR clause 52.245-1 Government Property.

1.6.3. Recognized Federal Holidays: The Vendor will not be required to work on the following holidays:

1.6.3.1. When a holiday occurs on a Saturday, Federal employees are normally granted the previous Friday as the holiday observance. When a holiday occurs on a Sunday, Federal employees are normally granted the following Monday as the holiday. The contractor shall work on the days the Government is scheduled to work.

1.6.3.2. Reschedule the work so it is performed the following day unless the following day falls on a weekend.

1.6.3.2.2. Reschedule the work on any day that is mutually satisfactory.

1.6.4. Hours of Operation: The Vendor is responsible for conducting business between the hours of 0900-1700 Monday thru Friday except Federal Holidays. The Vendor must at all times maintain an adequate workforce for the uninterrupted performance of all tasks defined within the PWS. When hiring personnel, the Vendor shall keep in mind that the stability and continuity of the workforce are essential.

1.6.5. Place of Performance: The work to be performed under this contract will be performed at a suitable location identified by the Vendor that enables the Vendor to quickly and efficiently rotate staff and tailor instruction. The training will be conducted at a location within a 50 mile radius of the training facility with the intent of maximizing training and minimizing distraction.

1.6.6. Security Requirements: The vendor and all associated sub-Vendors shall brief all employees on the local iWATCH program (training standards provided by the requiring activity ATO). This locally developed training will be used to inform employees of the types of behavior to watch for and instruct employees to report suspicious activity to the COR or the designated security office. Training shall be completed within [60] calendar days of contract award and within [30] calendar days of new employees’ commencing performance with the results reported to the COR no later than [90] days after contract award and new employees’ commencing performance. Per AR530-1, Operations Security, new contract employees must complete OPSEC Level I training within 30 calendar days of reporting for duty. All contract employees must complete annual OPSEC Awareness Training.

1.6.7. Safeguarding For Official Use Only (FOUO) Information. During normal duty hours, the Contractor shall place information determined to be FOUO in an out-of-sight location, if visitors, casual traffic, and other non- Government/Non-Contractor personnel have access to the work area. During non-duty hours and at the close of business, the Contractor shall store FOUO records, so as to preclude unauthorized access. The transmission, termination of, and disposal of, FOUO documents will be consistent with Army Regulations (AR) 380-5, Protection of FOUO, Information and Installation Policy.

1.6.8. Physical Security Plan. This portion of the Contractor’s security program shall address physical security aspects associated with contract performance and describe how the Contractor shall prevent unauthorized access, vandalism, pilferage, larceny, sabotage, and arson directed toward Contractor-controlled facilities and Government Furnished Property (GFP). The following regulations shall apply when developing the physical security plan: ARs 190-11, 190-13, and 190-51; Department of Defense (DOD) 4500.9-R, and Department of Defense Instruction (DODI) 5100.76 and DODI 5220.22, and applicable Fort Bragg regulation or policies. The Contractor shall develop and implement a physical security plan in accordance with AR 190-13.

Key Control. N/A

Information Security Plan. The Contractor shall develop and implement an Information Security Plan IAW AR 380-5 AR 380-67, Fort Bragg (FB) 380-5, FB 380-67, and FORSCOM Supplement 1 to AR 380-5, for the control of classified information. The Contractor’s information security program shall include applicable provisions of AR 380-series regulations.

National Industrial Security Program (NISP). The Contractor shall implement and maintain a security program for control of personnel, property, and information, including, unclassified and classified materials, documents, and records. Contractor shall comply with FAR 52.204-2, Security Requirements. This clause involves access to information classified “Confidential,” “Secret,” or “Top Secret” and requires Contractors to comply with - (1) The Security Agreement (DD Form 441), including the National Industrial Security Program Operating Manual (DoD 5220.22-M); any revisions to DOD 5220.22-M, notice of which has been furnished to the Contractor. In addition, the Contractor’s security program shall include provisions for, but not limited to:

--Initial and Annual Operations Security (OPSEC) awareness training IAW AR 530-1.

--Receiving, storing, disseminating, transmitting, transporting, and protecting items classified as CONFIDENTIAL or SECRET by the Government, including the use of courier cards.

--In-processing and out-processing Contractor personnel for security matters.

--Obtaining Contractor personnel security clearances.

--Documenting and reporting actual and potential security problems.

--Initiating proper procedures to correct documented problems and implementing corrective procedures in the Contractor's security program.

--Filing Classified Documents. All Government-furnished classified and unclassified files in existence at the contract performance start date and those generated under this contract shall be maintained in accordance with AR 25-400-2 or other applicable regulations. Files shall be transferred to the KO or designated representative upon completion of the contract period or last day of contract performance, whichever comes first. Such files are the property of the U.S. Government. The Contractor shall provide security of classified documents in accordance with AR 380-5 and DOD 5200.1-R, NISP Operating Manual.

1.6.7. Special Qualifications.

1.6.7.1.1. The Contractor shall be responsible for ensuring all personnel performing work under this contract possess and maintain current certifications as indicated in PWS [1.6.6.]; security requirements during the execution of this contract.

1.6.7.1.2. Contractor personnel performing work under this contract shall be able to read, write, speak, and understand the English language to effectively carry out all contract requirements. They shall have a command of both the written and spoken English language to properly clearly, and effectively communicate in person or via electronic devices (telephone or Email) with co-workers, customers, and the general public.

1.6.7.1.3. Contractor personnel performing work under this contract shall be U.S. citizens unless the provisions of Army Regulation 25-2, Information Assurance have been fully completed and approval has been granted by the Government for the non-U.S. citizen to perform the required support.

1.6.7.1.4. Contractor shall be responsible for ensuring all personnel performing work under this contract possess and maintain current Information Assurance Technician (IAT) Level I professional certification during the execution of this contract.

1.6.7.1.5.1. (PARC Policy Alert 14-33, Homeland Security Presidential Directive 12 (HSPD-12) issued 31 Dec 13:

1.6.7.1.6. (if applicable) Anti-Terrorism Program

1.6.7.1.6.1. At a minimum the following needs to be incorporated IAW PARC Policy Alert 14-33, Homeland Security Presidential Directive 12 (HSPD-12) issued 31 Dec 13.

1.6.7.1.6.1. Anti-Terrorism (AT) Level I Training: Contractor personnel performing work under this contract that require access to Army installations, facilities and controlled access areas shall complete AT Level I awareness training within 30 calendar days after commencing performance under this contract. The Contractor shall submit employee certificates of completion within 30 calendar days after completion of the training. AT Level I awareness training is available at the following website: https://atlevel1.dtic.mil/at

1.6.7.1.7. iWATCH Training: The Contractor shall brief all personnel performing work under this contract on the local iWATCH program [training standards provided by the requiring activity Anti-Terrorism Office (ATO)]. This local developed training will be used to inform employees of the types of behavior to watch for and instruct employees to report suspicious activity to the COR. This training shall be completed within 30 calendar days of contract award with the results reported to the COR NLT 45 calendar days after contract award. New employees shall complete the training within 10 calendar days of commencing performance of work under this contract.

1.6.7.1.8. OPSEC Training: Per AR 530-1, Operations Security, new contract employees shall complete Level I OPSEC training within 30 calendar days of their reporting for duty and annually thereafter.

1.6.8. Post Award Conference/Periodic Progress Meetings: The Vendor agrees to attend any post award conference convened by the contracting activity or contract administration office in accordance with Federal Acquisition Regulation Subpart 42.5. The contracting Officer, Contracting Officers Representative (COR), and other Government personnel, as appropriate, may meet periodically with the Vendor to review the Vendor’s performance. At these meetings the contracting officer will apprise the Vendor of how the Government views the Vendor’s performance and the Vendor will apprise the Government of the problems, if any, being experienced. Appropriate action shall be taken to resolve outstanding issues. These meetings shall be at no additional cost to the Government.

1.6.9. Contracting Officer Representative (COR): The (COR) will be identified by separate letter. The COR monitors all technical aspects of the contract and assists in contract administration. The COR is authorized to perform the following functions: assure that the Vendor performs the technical requirements of the contract: perform inspections necessary in connection with contract performance: maintain written and oral communications with the Vendor concerning technical aspects of the contract: issue written interpretations of technical requirements, including Government drawings, designs, specifications: monitor Vendor’s performance and notifies both the contracting officer and Vendor of any deficiencies; coordinate availability of Government furnished property, and provide site entry of Vendor personnel. A letter of designation issued to the COR, a copy of which is sent to the Vendor, states the responsibilities and limitations of the COR, especially with regard to changes in cost or price, estimates or changes in delivery dates. The COR is not authorized to change any of the terms and conditions of the resulting order.

1.6.10. Key Personnel: The following personnel are considered key personnel by the Government: Contract Manager, alternate contract manager. The Vendor shall provide a contract manager who shall be responsible for the performance of the work. The name of this person and an alternate who shall act for the Vendor when the manager is absent shall be designated in writing to the contracting officer. The contract manager or alternate shall have full authority to act for the Vendor on all contract matters relating to daily operation of this contract. The contract manager or alternate shall be available by phone between 0900-1700, Monday thru Friday except Federal Holidays or when the Government facility is closed for administrative reasons. Qualifications for all key personnel are listed below:

· The Instructors shall have a minimum of five years of experience of teaching advanced negotiations and related fields.

· The Instructors shall have cultural expertise and expansive knowledge in the specified region he/she is instructing.

· The Vendor shall employ a sufficient cadre of instructors with negotiations and cultural expertise in specified region of instruction. The cadre must be willing and able to mentor civil affairs teams through the training.

· The Vendor shall provide reach back support to the 83RD Civil Affairs Battalion, especially forward deployed elements, to reinforce instruction during the course of the contract. This means that as long as the contract is in place, any former student can contact the Cadre of Instructors by phone during their scheduled business hours (Monday-Friday 0800-1800). Any reach back support is to be documented and submitted to the COR in writing on a quarterly basis.

· The Vendor shall provide all direct labor, travel expenses, training material and training aids to include a visitor’s book per training event/office supplies/ equipment/ etc., supervision of Vendor personnel, and all other items and services not specifically identified herein, necessary to conduct a 5 day course on advanced negotiations conducted at a location resourced by the Vendor. This training shall be unclassified to encompass instruction on all concerns as iterated throughout this statement of work.

1.6.10.1. The follow are considered key personnel by the Government: The Contractor shall provide a Program Manager (PM) who shall be responsible for the performance of the work under this contract. The name of this person, and an Alternate PM (APM), who shall act for the Contractor when the PM is absent, shall be designated in writing to the KO at the post award conference. The PM or APM shall have full authority to act for the Contractor on all contract matters relating to daily operation of this contract. The PM or APM shall be available between the hours of 7:30 AM to 4:30 PM, Monday through Friday, except federal holidays or when the government facility is closed for administrative reasons

1.6.11. Contractor Personnel:

1.6.11.1. Identification of Contractor Personnel: All contract personnel attending Government hosted meetings, answering Government telephones, and working in other situations where their Vendor status is not obvious to third parties are required to have an Identification Badge to identify themselves as such to avoid creating an impression in the minds of members of the public that they are Government officials. They must also ensure that all documents or reports produced by the Vendor are suitably marked as Vendor products or that Vendor participation is appropriately disclosed.

1.6.11.2. Contractor Personnel Appearance and Performance: It is essential that all Contractor personnel meet the highest standards of professionalism and personal integrity. The Contractor shall ensure their personnel do not perform work under the influence of alcohol, illegal prescribed drugs or any other incapacitating agents. Contractor personnel shall be neatly groomed and dressed in business casual attire to present a professional appearance at all times.

1.6.12. Contractor Travel: Any travel by vendor employed Instructors will be at the Vendor's expense.

1.6.12.1. Travel Templates. The Contractor shall produce a long distance travel request template, local travel log template, and a long distance trip report template. The templates shall be submitted to the COR within ten (10) days after contract award for approval.

The long distance travel request template shall include, at a minimum: Name, duty position, justification for travel, mode of travel, distance of travel, estimated time of travel, and POC of travel at the support site.

1.6.12.1.1. The Local Travel Log template shall include, at a minimum: Name, duty position, reason for travel, key personnel assisted (name, position, and phone number), significant activities accomplished during visit, follow-up requirements, recommendations/comments and signature block.

1.6.12.1.2. Long Distance Trip Report. Upon completion of long distance travel, a Long Distance Trip Report is required. Trip Reports shall be provided to COR within five (5) work days after travel has been completed. Additionally, all trip reports for the month will be rolled up into the monthly TSR. This report shall be submitted on the approved template and provide a synopsis of accomplishments performed during the travel period. The Contractor shall submit monthly invoices for reimbursement citing the appropriate CLIN. Each individual travel instance must be captured; copies of receipts, travel vouchers, etc. shall be attached to the invoice to support charges. Original receipts shall be maintained by the Contractor and made available to Government auditors upon request.

1.6.12.1.2.1. The long distance trip report template shall include at a minimum: Travelers name, position, reason for travel, mode of travel, duration of travel, destinations, organization visited, key personnel assisted (name, position, and phone number), significant activities accomplished, systems involved, discussion background, follow-up requirements, recommendations/ comments, and signature block.

1.6.13. Other Direct Costs (ODC): The Vendor should provide a local training facility conducive to collegiate level study i.e. a large classroom to facilitate group exercises.

1.6.14. Data Rights: The Government has unlimited rights to all documents/material produced under this contract. All documents and materials produced under this contract shall be Government owned and are the property of the Government with all rights and privileges of ownership/copyright belonging exclusively to the Government. These documents and materials may not be used or sold by the Vendor without written permission from the contracting officer. All materials supplied to the Government shall be the sole property of the Government and may not be used for any other purpose. This right does not abrogate any other Government rights.

1.6.15. Organizational Conflict of Interest: Vendor and Sub Contractor personnel performing work under this contract may receive, have access to, or participate in the development of proprietary or source selection information (e.g., cost or pricing information, budget information or analyses, specifications or work statements, etc.) or perform evaluation services which may create a current or subsequent organizational conflict of interests (OCI) as defined in FAR subpar 9.5. The Vendor shall notify the contracting officer immediately whenever it becomes aware that such access or participation may result in any actual or potential OCI and shall promptly submit a plan to the contracting officer to avoid or mitigate any such OCI. The Vendor’s mitigation plan will be determined to be acceptable solely at the discretion of the contracting officer and in the event the contracting officer unilaterally determines that any such OCI cannot be satisfactorily avoided or mitigated, the contracting officer may affect other remedies as he or she deems necessary, including prohibiting the Vendor from participation in subsequent contracted requirements which may be affected by the OCI.

1.6.15.1. Purpose. To aid in ensuring that:

1.6.15.1.1. The Contractor does not obtain an unfair competitive advantage by establishing the ground rules for a future competition;

1.6.15.1.2. The Contractor's objectivity and judgment are not biased because of its present or future interests (financial, contractual, organizational, or otherwise) which relate to work performed under this contract; and

1.6.15.1.3. The Contractor does not obtain an unfair competitive advantage by virtue of its access to non-public or proprietary information belonging to others.

1.6.15.2. Definitions.

1.6.15.2.1. The term “Contractor” herein used in section 1.6.16., Organizational Conflict of Interest, means: (a) the organization (hereinafter referred to as "it" or "its") entering into this agreement with the Government; (b) all business organizations with which it may merge, join or affiliate now or in the future and in any manner whatsoever, or which hold or may obtain, by purchase or otherwise, direct or indirect control of it; (c) it’s parent organization, if any and any of its present or future subsidiaries, associates, affiliates, or holding companies, and; (d) any organization or enterprise over which it has direct or indirect control now or in the future.

1.6.15.2.2. The term "proprietary information" for purposes of section 1.6.16., Organizational Conflict of Interest, means any information considered so valuable by its owners that it is held secret by them and their licensees. Information furnished voluntarily by the owner without limitations on its use, or which is available without restrictions from other sources, is not considered proprietary.

1.6.15.3. Organizational Conflicts of Interest Examples. The following examples illustrate situations in which organizational conflicts of interest may arise. These examples are not all inclusive.

1.6.15.3.1. Biased Ground Rules. This type of conflict may arise in situations where a company sets the ground rules for a future competition. For example, when a Contractor develops requirements then competes to provide products or services to satisfy those requirements, thus obtaining a competitive advantage.

1.6.15.3.2. Impaired Objectivity. This type of conflict may exist where a Contractor’s obligations under a contract require objectivity, but another role of the Contractor casts doubt on its ability to be truly objective. An example of this type of conflict is where a Contractor’s work under one contract entails evaluating itself, its affiliates, or its competitors under a separate contract.

1.6.15.3.3. Unequal Access to Information. This type of conflict may arise when a Contractor has access to nonpublic or proprietary information as part of its performance under a contract that gives it an unfair advantage in a competition for a later contract.

1.6.15.4. General Constraints. The provisions of FAR Subpart 9.5, Organizational and Consultant Conflicts of Interest, concerning organizational conflicts of interest govern this contract. Potential conflicts may exist in accordance with FAR 9.505-1, Providing Systems Engineering and Technical Direction, through 9.505-4, Obtaining Access to Proprietary Information. In this regard, the Contractor is responsible for identifying any actual or potential organizational conflicts of interest to the KO that arise as the result of performance under this contract. To avoid or mitigate a potential conflict related to performance under this contract, the KO will impose appropriate constraints such as the constraints discussed below. Since it is impossible to foresee all of the circumstances that might give rise to organizational conflicts of interest, the constraints discussed below are not all inclusive and the KO may impose constraints other than, or in addition to, the constraints listed below.

1.6.15.4.1. The Contractor agrees that if it provides, under a contract or task order or delivery order, systems engineering and technical guidance for systems and programs, but does not have overall contractual responsibility, it will not be allowed to be awarded a contract or task or delivery order to supply the system or any of its major components or be a subcontractor or consultant to a supplier of the system or any of its major components (FAR 9.505-1).

1.6.15.4.2. The Contractor agrees that if it prepares complete specifications for non-developmental items or assists in the preparation of work statements for a system or services under a contract or task order or delivery order, it will not be allowed to furnish these items, either as a prime Contractor, a subcontractor or as a consultant (FAR 9.505-2).

1.6.15.4.3. The Contractor agrees that it will neither evaluate nor advise the Government with regard to its own products or activities. The Contractor will objectively evaluate or advise the Government concerning products or activities of any prospective competitors (FAR 9.505-3).

1.6.15.4.4. The Contractor agrees that if it gains access to proprietary information of other companies, it will exercise diligent effort to protect such proprietary information from unauthorized use or disclosure (FAR 9.505-4). In addition, the Contractor agrees to protect the proprietary information of other organizations disclosed to the Contractor during performance of this contract with the same caution that a reasonably prudent Contractor would use to safeguard highly valuable property. The Contractor also agrees that if it gains access to the proprietary information of other companies it will enter into written agreements with the other companies to protect their information from unauthorized use or disclosure for as long as it remains proprietary and to refrain from using the information for any purpose other than that for which it was furnished. The Contractor shall provide copies of such agreements to the KO.

1.6.15.4.5. If the Contractor, in the performance of this contract, obtains access to plans, policies, reports, studies, financial plans, data or other information of any nature which has not been released or otherwise made available to the public, the Contractor agrees that without prior written approval of the KO, it shall not: (a) use such information for any private purpose unless the information has been released or otherwise made available to the public, or (b) release such information unless release is otherwise authorized under the contract or such information has previously been released or otherwise made available to the public by the Government.

1.6.15.5. Non-Disclosure Agreements. The Contractor shall obtain from each employee who has access to proprietary information under this contract, a written agreement which shall in substance provide that such employee shall not, during his/her employment by the Contractor or thereafter, disclose to others or use for their benefit, proprietary information received in connection with the work under this contract. The Contractor will educate its employees regarding the restrictions imposed by FAR 9.505-4, so that they will not use or disclose proprietary information or data generated or acquired in the performance of this contract, except as provided herein.

1.6.15.6. Training. The Contractor shall effectively educate its employees, through formal training, company policy, information directives and procedures, in an awareness of the legal provisions of FAR Subpart 9.5 and its underlying policy and principles, so that each employee will know and understand the provisions of that Subpart and the absolute necessity of safeguarding information from anyone other than the Contractor's employees who have a need to know, and the U.S. Government.

1.6.15.7. Subcontracts. The Contractor agrees that it will include the provisions in paragraphs 1.6.15.4., 1.6.15.5., and 1.6.15.6., above and this paragraph in consulting agreements, teaming agreements, and subcontracts of all tiers, which involve access to information or the performance of services described in paragraph 1.6.15.4., above. The use of section 1.6.15., in such agreements, shall be read by substituting the word "consultant" or "subcontractor" for the word "Contractor" whenever the latter appears.

1.6.15.8. Additional Constraints. If this contract provides for the issuance of task or delivery orders, such orders may impose additional requirements and/or restrictions relating to 1.6.15., to include the requirement for the Contractor and its subcontractors and employees to furnish the Government with written non-disclosure agreements or statements of no conflict of interest. With regard to any proposal submitted by the Contractor, in response to a Request for Task or Delivery Order Proposal, by submitting its proposal the Contractor represents that it has disclosed to the KO, prior to the issuance of the task or delivery order, all facts relevant to the existence or potential existence of organizational conflict of interest as that term is used in FAR Subpart 9.5.

1.6.15.9. Conflicts Involving Future Procurements. The award of this contract government taskings or acquiescence in the Contractor’s performance of services hereunder shall not constitute or be interpreted as a determination that the Contractor is eligible to participate in future procurements, developmental efforts, implementation efforts, or related activities. Only the KOs for such efforts, applying the rules, principles, and procedures of FAR Subpart 9.5, have the authority to determine whether a conflict exists, in connection with such procurements.

1.6.15.10. Representations and Disclosures.

1.6.15.10.1. The Contractor represents that it has disclosed to the KO, prior to award of this contract, all facts relevant to the existence or potential existence of organizational conflict of interest as that term is used in FAR Subpart 9.5.

1.6.15.10.2. The Contractor represents that if it discovers an organizational conflict of interest or potential conflict of interest after award of this contract, a prompt and full disclosure shall be made in writing to the KO. This disclosure shall include a description of the action the Contractor has taken or proposes to take in order to avoid or mitigate such conflict.

1.6.15.11. Remedies and Waiver.

1.6.15.11.1. For breach of any of the above restrictions or for non-disclosure or misrepresentation of any relevant facts required to be disclosed concerning this contract, 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. If, however, in compliance with section 1.6.16., the Contractor discovers and promptly reports an organizational conflict of interest (or the potential thereof) subsequent to contract award, the KO may terminate this contract [or any task or delivery order issued under this Contract] for convenience, if such termination is deemed to be in the best interest of the Government.

1.6.15.11.2. The parties recognize that this clause has potential effects, which will survive the performance of this contract, and that it is impossible to foresee each circumstance to which it might be applied in the future. Accordingly, the Contractor may at any time seek a waiver from the cognizant KO by submitting a full written description of the requested waiver and the reasons in support thereof (FAR 9.503).

1.6.16. Phase-In/Phase-Out Periods: To minimize any decreases in productivity and to prevent possible negative impacts on additional services, the Vendor shall have personnel on board, during phase in/ phase out periods. During the phase in period (30 days minimum), the Vendor shall become familiar with performance requirements in order to commence full performance of services on the contract start date.

1.6.16.1. Phase-In: To minimize any decreases in productivity and to prevent possible negative impact on additional services, the Contractor shall have all key personnel on board, during the month phase-in period. During the phase-in period, the Contractor shall become familiar with performance requirements, in order to commence full performance of services on the start of the base period of performance.

1.6.16.2. Phase-Out: Prior to the completion of this contract, an observation period shall occur, at which time team management personnel of the incoming Contractor may observe operations. This will allow for orderly turnover of facilities, equipment, and records and will help to ensure continuity of services. The outgoing Contractor is ultimately responsible for performing full services IAW the contract, during the phase-out period, and shall not defer any requirements for the purpose of avoiding responsibility or of transferring, such responsibility to the succeeding Contractor. The outgoing Contractor shall fully cooperate with the succeeding Contractor and the Government, so as not to interfere with their work or duties.

PART 2

DEFINITIONS & ACRONYMS

2. DEFINITIONS AND ACRONYMS:

2.1. DEFINITIONS: (List any terms used within the PWS that require further definition. At a minimum, insert the definitions provided below, unless otherwise indicated).

2.1.1. CONTRACTOR. A supplier or vendor awarded a contract to provide specific supplies or service to the Government. The term used in this contract refers to the prime.

2.1.2. CONTRACTING OFFICER (KO). A person with authority to enter into, administer, and/or terminate contracts, and to make related determinations and findings on behalf of the Government. Note: The only individual who can legally bind the Government.

2.1.3. CONTRACTING OFFICER'S REPRESENTATIVE (COR). An employee of the U.S. Government appointed by the contracting officer to administer the contract. Such appointment shall be in writing and shall state the scope of authority and limitations. This individual has authority to provide technical direction to the Contractor, as long as that direction is within the scope of the contract, does not constitute a change, and has no funding implications. This individual does NOT have authority to change the terms and conditions of the contract.

2.1.4. CONTRACTOR PERSONNEL. Contractor and subcontractor employees performing working under this contract.

2.1.5. DEFECTIVE SERVICE. A service output that does not meet the standard of performance associated with the Performance Work Statement (PWS).

2.1.6. DELIVERABLE. Anything that can be physically delivered, but may include non-physical things, such as meeting minutes or reports.

2.1.7. FACILITY CLEARANCE. (If applicable) A facility clearance (FCL) is an administrative determination that, from a national security standpoint, a facility is eligible for access to classified information at the same or lower classification category as the clearance being granted. The FCL may be granted at the Confidential, Secret, or Top Secret level. The FCL includes the execution of a Department of Defense Security Agreement (DD Form 441). Under the terms of the agreement, the Government agrees to issue the FCL and inform the Contractor as to the security classification of information to which the Contractor will have access. The Contractor, in turn, agrees to abide by the security requirements set forth in the National Industrial Security Program Operating Manual, commonly referred to as the NISPOM.

2.1.8. GOVERNMENT-FURNISHED PROPERTY (GFP) OR GOVERNMENT PROPERTY (GP). (If applicable)[i.e., Equipment (GFE) and/or Material (GFM)]. Property [i.e., Equipment, Material] in the possession of or directly acquired by the Government and subsequently made available to the Contractor.

2.1.9. KEY PERSONNEL. Contractor employees who are critical for achieving PWS objectives. Key personnel shall meet position qualification and experience requirements indicated in the PWS. When key personnel qualifications are used as an evaluation factor in “Best Value” procurement, the Contracting Officer is the only one authorized to concur with key personnel replacement after award of the contract. When proposed key personnel resumes are used as an evaluation factor in best value procurement, a letter of commitment may be required from the individual whose resume is provided.

2.1.10. LOCAL TRAVEL: Any travel that is required to perform services IAW the PWS that is within a 50-mile radius of the place of performance.

2.1.11.

2.1.12. PERFORMANCE PREQUIREMENT SUMMARY (PRS). A listing of the service outputs under the contract that are to be evaluated by the COR on a regular basis, the surveillance methods to be used for these outputs, and the performance requirement of the listed outputs.

2.1.13. PHYSICAL SECURITY. Actions that prevent the loss or damage of government property.

2.1.14. PROPERTY ADMINISTRATOR (PA). (If applicable) The authorized representative of the Contracting Officer appointed in accordance with agency procedures, responsible for administering the contract requirements and obligations relating to government property in the possession of a Contractor.

2.1.15. PROPERTY MANAGEMENT SYSTEM. (If applicable) System established by the Contractor that is used to manage GFP/GFE in its possession to control, use, preserve, protect, repair, and maintain.

2.1.16. QUALITY ASSURANCE. A planned and systematic pattern of all actions necessary to provide confidence that adequate technical requirements are established; products and services conform to established technical requirements; and satisfactory performance is achieved. For the purposes of this document, quality assurance refers to actions by the Government.

2.1.17. QUALITY ASSURANCE SURVEILLAND PLAN (QASP). The Government’s organized written document specifying the surveillance methodology to be used for surveillance of Contractor performance.

2.1.18. QUALITY CONTROL. All necessary measures taken by the Contractor to assure that the quality of an end product or service shall meet contract requirements.

2.1.19. SUBCONTRACTOR. One that enters into a contract with a prime Contractor. The Government does not have privity of contract with the subcontractor.

2.1.20. WORK DAY. (Or ‘Business Day’ IAW what is used in PWS) The length of time during a day in which the Contractor provides services, in accordance with the contract. Also referred to as Business Day.

2.1.21. WORK WEEK. Monday through Friday, unless otherwise specified.

2.2. ACRONYMS:

PART 3

GOVERNMENT FURNISHED PROPERTY, EQUIPMENT, AND SERVICES

3. GOVERNMENT FURNISHED ITEMS AND SERVICES:

3.1. Services: N/A

3.2. Facilities: N/A

3.3. Utilities: N/A

3.4. Equipment: N/A

3.5. Materials: N/A

PART 4

CONTRACTOR FURNISHED ITEMS AND SERVICES

4. CONTRACTOR FURNISHED ITEMS AND RESPONSIBILITIES:

4.1. General: The Contractor shall furnish all supplies, equipment, facilities and services required to perform work under this contract that are not listed under Part 3 of this PWS.

4.2. Secret Facility Clearance: (If applicable; facility clearance required when Contractor to perform at their site. Secrete Clearance is a form of an ‘individual’s clearance level). The Contractor shall possess and maintain a SECRET facility clearance from the Defense Security Service. The Contractor’s employees, performing work in support of this contract, shall have been granted a SECRET security clearance from the Defense Industrial Security Clearance Office. The DD254 is provided as Technical Exhibit [indicate #].

4.3. Materials: The Contractor shall provide materials, supplies, interpreters if…