W9124J20R00050002, IMCOM SBS RFP Amendment 0002, 10 Feb 20.pdf

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 purpose of this solicitation amendment is to:

1. Provide responses to the questions & comments received in response to the solicitation on 4 Feb 20, in Attachment 8, W9124J20R0005 Solicitation Questions and Responses,

2. Incorporate the follow ing seven (7) revised documents into the Solicitation: 1. Section C-Performance Work Statement; 2. Section J, Attachment 3: SBS Sample Task Order Scenario; 3. Section J, Attachment 5: SBS Sample Task Order Scenario – Surge Throughput Listing; 4. Section J, Attachment 7: SBS Workload Data Listing; 5. Section J, Technical Exhibit B, Specific Relevant Contract Reference Sheet; 6. Section L, Proposal Preparation Instructions; and 7. Section M, Aw ard Evaluation Criteria, and

3. Extend the Proposal Submission Suspense/Deadline in Item 9 from 2:00 p.m. (Central), 24 Feb 20, to 2:00 p.m. (Central), 26 Feb 20.

1. CONTRACT ID CODE PAGE OF PAGES

J 1 60

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

16C. DATE SIGNED

BY 10-Feb-2020

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 W9124J20R0005

X 9B. DATED (SEE ITEM 11)

23-Jan-2020

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 X is extended, 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-Feb-2020

CODE

MICC - FSH

ATTN: MICC - FSH

2205 INFANTRY POST RD

210-466-2145

FORT SAM HOUSTON TX 78234-1361

W9124J 7. ADMINISTERED BY (If other than item 6)

4. REQUISITION/PURCHASE REQ. NO.

CODE

See Item 6

FACILITY CODECODE

EMAIL:TEL:

W9124J20R0005

SECTION SF 30 BLOCK 14 CONTINUATION PAGE

SUMMARY OF CHANGES

SECTION A - SOLICITATION/CONTRACT FORM

The required response date/time has changed from 24-Feb-2020 02:00 PM to 26-Feb-2020 02:00 PM.

SECTION C - DESCRIPTIONS AND SPECIFICATIONS

The following have been added by full text:

REVISED PWS

Performance Work Statement (PWS) Support Base Services (SBS) 2019 Vision Statement

Effective, timely, and scalable installation support base services that can surge to support expeditionary operations.

1. Introduction The SBS contract is designed to provide installation augmentation services without creating excess permanent capability for Installations supporting mobilization, deployments, redeployments, and demobilization in the continental U.S., Hawaii, Alaska and Puerto Rico. Services ordered through this SBS contract will minimize the number of mobilized RC units and Soldiers providing non-inherently Governmental functions addressed in the twelve task areas of this performance work statement.

1.1. Mission

When required, rapidly employ augmentation for installation support base services for non-inherently Governmental functions that exceed organic capabilities enabling Army Expeditionary support typified by surges resulting from Active Component (AC) and Reserve Component (RC) mobilization, deployment, redeployment and demobilization operations.

1.2. Background

IMCOM is responsible for providing support base services to the Army, which includes supporting AC deployments/redeployments and RC mobilizations/deployments/redeployments/ demobilizations. Installation Management Command (IMCOM) accomplishes this mission through United States Army Garrison (USAG) staffs which have historically been augmented during surge mobilizations/deployments of RC Soldiers. This PWS identifies SBS task areas required by Garrison staffs to support Army Dynamic Force Employment.

The SBS contract is designated as the primary installation vehicle to acquire augmentation of support base services (for non-inherently Governmental functions) that exceed the installations organic capabilities during named and expeditionary operations. IMCOM support of Dynamic Force Employment is typified by surges related to AC formations deployment/redeployment; Department of Defense (DoD) Contractors deployment/redeployment; and RC formations mobilization/deployment/redeployment and demobilization. The SBS contract is designed to provide installation augmentation services without creating permanent excess capacity for IMCOM managed installations.

1.3. Scope

Contractors shall provide support as outlined in this PWS and tailored to meet the needs of each installation in support of mobilizing/demobilizing RC units and AC/RC deployments and redeployments. Requirements against this contract at the installations will be written for non-inherently Governmental functions that exceed organic capabilities to enable Army expeditionary support responsibilities typified by surges related to mobilizing/demobilizing RC units and AC/RC deployment(s) and redeployment(s) operations. This may require work outside normal duty hours including 24-hour operations, to include Federal Holidays, and shift work as defined by the individual installations.

2. General Requirements Contractors shall focus on customers’ needs and perform in accordance with this PWS by consistently providing responsive, flexible, and cost effective service, while ensuring compliance with all directive publications listed in this PWS. The prime contractor(s) shall have the capability to manage multiple locations simultaneously, to ensure the operational needs of the Army are achieved. The contractor must also be capable of recruiting and providing a team of personnel that will be able to handle mobilization, deployment, redeployment and demobilization mission requirements. Often, these requirements are fluid, dynamic and can vary by installation. The installation requirements can develop with little advance warning and unanticipated volumes of units/personnel. The contractor must be able to respond to unexpected surge(s) with adequate numbers of qualified employees.

2.1. Non-Personal Services

The Government and the Contractor understand and agree that the services to be delivered are non-personal services and both parties recognize and agree that no employer-employee relationships exist between the Government and the Contractor and/or between the Government and the Contractors employees. Contactor personnel performing under this contract shall not be placed in a position where they are employed by a Federal Officer or are under the supervision, direction, or evaluation of a Federal Officer, military or civilian. The Government will neither supervise contractor employees nor control the method by which the contractor performs the required tasks. Under no circumstances will the Government assign tasks to, or prepare work schedules for, contractor employees. It shall be the responsibility of the contractor to manage its employees and to guard against actions that are of the nature of personal services, or give the perception of personal services. If particular actions constitute, or are perceived by the contractor to constitute personal services, it shall be the contractor's responsibility to notify the Procuring Contracting Officer (PCO) or Administrative Contracting Officer (ACO) immediately.

2.2. Business Relations

The contractor shall successfully integrate and coordinate all business relations activities needed to execute the requirement at the installation(s), including:

1. The timeliness, completeness and quality of problem identification;

2. Corrective action plans;

3. Proposal submittals;

4. Timely identification of issues/controversy;

5. Effective/responsive management of sub-contractors;

6. Customer satisfaction; and,

7. Professional and ethical behavior of the contractor management personnel.

All inquiries, comments, or complaints arising from any matter observed, experienced, or learned, as a result of or in connection with the performance of this contract, shall be directed to both the Contracting Officer Representative (COR) and the Contracting Officer (KO).

2.3. Contract Administration and Management

The Contractor shall comply with all applicable laws, rules and regulations as specified in this PWS and comply with the local procedures as specified by the installations. The following subsections specify requirements for contract, management, and personnel administration.

2.3.1. Contract Management

Notwithstanding the Contractors responsibility for total management during the performance of this contract, the administration of the contract requires maximum coordination between the Government and the Contractor. The contractor shall provide necessary infrastructure to support the tasks outlined in this PWS and as further defined in the installation(s) requirement(s)/PWS. The contractor shall establish processes and assign appropriate resources to effectively administer this requirement. The contractor shall establish clear organizational lines of authority and responsibility to ensure effective management of the resources assigned to the requirement. The contractor must maintain continuity between the support operations at the installation(s) and the contractor's corporate office(s).

2.3.1.1. Locations

All installations identified located in CONUS, Hawaii, Alaska and Puerto Rico are eligible for task orders under this acquisition provided the requirement is within scope of this PWS and approved by IMCOM Headquarters.

Mobilization Force Generation Installation (MFGI), Army Training Center (ATC), Power Projection Platforms or CONUS Replacement Center (CRC) locations, listed below, may have an increased likelihood of services under this acquisition. Installations designated as an MFGI, ATC, PPP, and CRC are subject to future change in accordance with Army operational requirements.

Fort Benning, GA Fort Bliss, TX Fort Bragg, NC Fort Buchanan, PR Fort Campbell, KY Fort Carson, CO Fort Drum, NY Fort Gordon, GA Fort Hood, TX Fort Hunter-Liggett, CA Fort Jackson, SC Fort Knox, KY Fort Lee, VA Fort Leonard Wood, MO Fort McCoy, WI Fort Polk, LA Fort Riley, KS Schofield Barracks, HI Fort Sill, OK Fort Stewart, GA Fort Wainwright, AK JB Elmendorf-Richardson, AK JB Langley-Eustis, VA JB Lewis-McChord, WA JB McGuire-Dix-Lakehurst, NJ JB San Antonio, TX Camp Atterbury, IN Camp Roberts, CA Camp Shelby, MS Gowen Field, ID

2.3.2. Contract Administration

The Contractor shall provide the necessary resources and infrastructure to manage, perform, and administer the contract. The contractor shall establish clear organizational lines of authority and responsibility to ensure effective management of the resources assigned to the requirement. The contractor must maintain continuity between the support operations at the installation(s) and the contractor's corporate office(s). The contractor shall respond to Government requests for contractual actions in a timely fashion and have a single point of contact between the Government and Contractor personnel assigned to support this contract or the requirements at the installation(s).

2.3.2.1. Post-Award Conference

The Contractors shall attend the post-award conference convened by the contracting activity or contract administration office in accordance with Federal Acquisition Regulation (FAR) Subpart 42.5. The post award conference will also be utilized to ensure the contractor understands all requirements.

2.3.2.2. Periodic Meetings

The contractor shall have periodic meetings with the KO to discuss any issues or concerns regarding this PWS. Such meetings will be recorded by the Government, signed by the KO, and/or COR, documented in the Contract file IAW AR 70-13, paragraph 4-4, b. (1), and distributed within five (5) workdays, after the meeting to the attendees. Meetings between the COR and the Administrative Contracting Officer (ACO) will be further specified in the individual task order PWS’s.

2.3.2.3. Conflicts of Interest

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 (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. 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. The same shall be disclosed for future requirements that arise at the installations.

2.3.3. Personnel Administration

The contractor shall provide the management and support as required for employees during designated Government, non-work days or other periods, where Government offices are closed due to weather or security conditions. The contractor shall provide administrative support to employees in a timely fashion (time keeping, leave processing, pay, emergency needs). The contractor shall assign work effort and maintaining proper and accurate time keeping records of personnel assigned to work on the requirement.

2.3.4. Personnel Appearance

Contractor personnel shall present a neat professional appearance and be easily identified.

2.3.4.1. Personnel Identification

All contract personnel shall be identified as a Contractor, i.e., badge, company logo etc. All contract personnel are required to identify themselves such that they avoid creating an impression in the minds of members of the public that they are Government officials. They shall ensure that all correspondence (documents, emails etc.) or reports produced by the Contractor are suitably marked as Contractor products or that Contractor participation is appropriately disclosed.

2.4. Subcontract Management

The contractor shall be responsible for all subcontract management necessary to integrate work performed on this requirement and shall be responsible and accountable for subcontractor performance on this requirement. The prime contractor shall manage work distribution to ensure there are no Organizational Conflict of Interest (OCI) considerations (Refer to FAR Subpart 9.5). Contractors may add subcontractors to their team after notification and agreement is consented by the Procuring Contracting Officer (PCO) or Administrative Contracting Officer (ACO). Cross teaming will be determined by the cognizant KO ordering services for the installation under this contract.

2.5. Contractor Personnel, Disciplines, and Specialties

Contractor personnel shall conform to standards of conduct and code of ethics, which are consistent with those applicable to Government employees as provided in the DOD 5500.7.R, Joint Ethics Regulation. Contractor personnel conduct shall not reflect discredit upon the Government. The Contractors employees shall observe and comply with all local policies and procedures. The Contractor is responsible for ensuring that any Contractor employees providing services under this contract conduct themselves and perform services in a professional, safe, and responsible manner. The Contractor shall remove, from the job site, any employee for reasons of misconduct or security. The Contractor shall ensure employee conduct complies with the Procurement Integrity Act as codified at 41 U.S.C. § 423, which prohibits disclosing or obtaining procurement-sensitive information, to include contractor bid or proposal information and source selection information. The Contractor shall also ensure that no Contractor employees conduct political related activities or events in Government Installations.

2.5.1. Personnel Qualifications and Key Personnel

The contractor shall accomplish the assigned work, and provide effective management, by employing and utilizing qualified personnel with appropriate combinations of education, training, and expertise. The contractor(s) shall ensure its employees meet the training requirements as specified in this PWS and as specified in the installation(s) requirements. If travel is required to meet the training requirements, the contractor(s) shall make necessary travel arrangements for its employees.

The contractor shall match personnel skills to the work or task with a minimum of under/over employment of resources. The contractor shall ensure the labor categories, labor rates, and man-hours utilized in the performance of task issued hereunder, will be the minimum necessary to accomplish the task. Utilization will be determined at the installation(s) by the cognizant KO. The PM shall have a minimum of five (5) years of expertise in the supervision of personnel providing services of similar size and scope of this requirement. The QC Manager shall have a minimum of five (5) years of expertise in managing quality control of services of similar size and scope of this requirement.

2.5.2 Certifications, Permits, and Licenses

Contractor shall obtain any necessary certifications, permits and licenses required as specified at the individual task order level prior to the beginning of the period of performance for the respective task order. The Contractor shall comply with any applicable Federal, State, County and Municipal laws, codes and regulations in connection with any order. The Contractor shall coordinate with the ordering office prior to obtaining any certifications, permits, and licenses for work to be done.

2.6. Location and Hours of Work

Accomplishment of the results contained in the individual task order PWS requires work at military installations.

Normal workdays are Monday through Friday except US Federal Holidays. Workers typically work eight (8) hours per day, 40 hours per week. Flextime workers start not earlier than 0600 and not later than 0900. Core hours of work are from 0900 to 1500 daily. All employees are expected to be available during core hours. However, the nature of this type of work, may require working outside normal duty hours, including 24-hour operations, holidays, and shift work.

2.6.1. Normal Work Week

a. A normal work week generally means a work week of 40 hours.

b. Overtime means time worked by a contractor's employee in excess of the employee's normal work week.

c. Overtime premium means the difference between the contractor's regular rate of pay to an employee for the shift involved and the higher rate paid for overtime; it does not include shift premium. Overtime shall be paid in accordance with Fair Labor Standard Act guidelines

2.6.2. Federal Holidays:

a. The following days are legally recognized holidays:

New Year's Day 1 January Martin Luther King Mr.’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 December

b. When one of the above 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.

c. In addition to the days designated as holidays, the Government observes the following days:

1. Any other day designated by Federal Statute

2. Any other day designated by Executive Order

3. Any other day designated by a Presidential Proclamation

d. 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 (see paragraph b, above), 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 if applicable to a TO.

e. When the Department of Defense grants excused absence to its employees, the Contractor agrees to continue sufficient personnel to perform critical tasks already in operation or scheduled, and the Contractor shall be guided by the instructions issued by the Task Order Contracting Officer (TOCO) or the Contracting Officer's Representative.

f. If Government personnel are furloughed, the Contractor shall contact the TOCO or the COR to receive direction. It is the Government's decision as to whether the contract price/cost will be affected as a result of Government shutdown and/or furloughed Government employees. In the event of a Government shutdown and/or furloughed Government employees does impact contract price/cost, a negotiated settlement will be reached as deemed appropriate by the Contracting Officer. Generally, the following situations apply:

1. Contractor personnel who are able to continue Task Order performance (either on site or at a site other than their normal workstation) shall continue to work and the Task Order price shall not be reduced or increased.

2. Contractor personnel who are not able to continue contract performance (e.g., support functions) may be asked to cease their work effort.

3. Nothing in this clause abrogates the rights and responsibilities of the parties relating to any “stop work” clause or provision included in other sections of this contract.

2.6.3. Work on a Government Installation

In performing work under this contract 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 required under this contract. Specifically, the Contractor shall:

a. conform to the specific safety requirements established by this contract;

b. the Contractor and his/her employees shall observe all rules and regulations issued by the installation

Commanding Officer pertaining to fire, safety, sanitation, severe weather, admission to the installation, conduct not directly addressed in this contract;

c. take all reasonable steps and precautions to prevent accidents and preserve the life and health of

Government and Contractor personnel connected in any way with performance under this contract; and,

d. take such additional immediate precautions as the Contracting Officer, COR or Task Monitor may reasonable require for safety and accident prevention purposes.

2.7. Travel / Temporary Duty (TDY)

Travel to other Government facilities or other contractor facilities will be specified in the individual task order PWS.

All travel requirements (including plans, agenda, itinerary, or dates) shall be pre-approved by the Government (subject to local policy procedures), and is on a strictly cost reimbursable basis. The contractor shall make necessary travel arrangements for employees. Costs for travel shall be billed in accordance with the regulatory implementation of Public Law 99-234 and FAR 31.205-46 Travel Costs (subject to local policy & procedures).

2.7.1 Reimbursement for 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. Invitational Travel Orders will NOT be issued by the Government for Contractor travel. Only per diem that does not exceed the maximum rates set forth in the following shall be considered to be reasonable. Indirect rates commensurate with the firm’s disclosure statement/accounting practices are authorized for reimbursement.

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

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

c. Standardized Regulations, (Government Civilians, Foreign Areas), Section 925, “Maximum Travel Per Diem Allowances in Foreign Areas” prescribed by the Department of State, for travel in areas not covered in

a. and b. above.

2.8. Purchase of Materials and Supplies

Materials and supplies necessary to perform orders issued under this contract will typically be provided by the Government or the contractor will be authorized to obtain them through normal Army supply channels. This is a services contract, and as such, purchases of supplies/materials should be kept at a minimum. For the acquisition of supplies and/or materials, the contractor shall have a Defense Contract Management Agency approved purchasing system and written authorization from the individual task order contracting officer representative. If an approved purchasing system is not available, the contractor shall follow the issuing task order contracting office procedures.

Before permitting any supplies/materials to be acquired under an order, ordering offices will have to meet/establish procedures for determining the prices/costs are fair and reasonable.

2.9. Conferences

The SBS MA ID/IQ Contracting Officer, individual Task Order Contracting Officer (TOCO), or their duly authorized representative, may call a conference as deemed necessary to discuss any phase of performance under a task order. The contractor agrees to attend conferences regarding task orders as required.

2.10 . Contractor Performance Evaluation

a. In compliance with FAR 42.15, Contractor Performance Information, an evaluation of contractor performance will be conducted at the TO level and will be conducted upon contract completion. Interim performance evaluations will be conducted annually for task orders with a period of performance, including options, exceeding one year. The evaluation shall include the information in FAR 42.1501, General.

b. Each completed evaluation will be provided to the contractor. The contractor will have a minimum of 30 calendar days to submit comments, rebutting statements or additional information. The Contracting Officer may discuss any unsatisfactory ratings with the contractor's Program Manager.

c. If there are any disagreements between the parties regarding the evaluation they will be handled in accordance with FAR 42.1503 (d).

2.11. Contractor Staff Training

a. The contractor shall provide fully trained and experienced technical and lead personnel required for performance. Any training needed by Contractor personnel in order to perform the functions specified in the Performance Work Statement (PWS) shall be performed by the Contractor at their own expense, and only when the conditions noted below are satisfied:

1) Contractors may be trained in rules, practices, procedures and/or systems that are unique to the

Government agency and essential to the performance of the contractor’s assigned duties, such as agency computer security procedures. However, because contractors are selected for their expertise in a subject-area, contractors may only be trained in skills they are not required to bring to the job. In short, the training must provide a benefit to the agency.

2) Contractor’s attendance must be incidental to the necessary and authorized training of Government employees; and

b. Training at Government expense will not be authorized for replacement personnel nor for the purpose of keeping Contractor personnel abreast of advances in the state-of-the-art, or for training Contractor employees on equipment, computer languages, and computer operating systems.

2.12. Organizational Conflicts of Interest (OCI)

a. 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 clause, 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 or as to which 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 clause shall apply with equal force to all of these included.

"Contract" and "task order" shall be used as applicable to the level at which this clause is being invoked.

b. Impact on Future Agency Contracts and Task Orders: The following examples illustrate situations in which questions concerning organizational conflicts of interest may arise. They are not all inclusive, but are intended to help the Contracting Officer apply general guidance to individual contract and task order situations:

Unequal access to information. Access to "nonpublic information" as part of the performance of a task order provided under the contract or work performed under a separate Government contract could provide the contractor a competitive advantage in a later competition. Such an advantage could easily be perceived as unfair by a competing vendor who is not given similar access to the relevant information. If the requirements of the Government procurement anticipate the successful vendor may have access to nonpublic information, the successful vendor should be required to submit and negotiate an acceptable mitigation plan. Alternatively, the "nonpublic information" may be provided to all vendors.

Biased ground rules. A contractor in the course of performance under a task order contract has in some fashion established important "ground rules" for another requirement, where the same contractor may be a competitor. For example, a contractor may have drafted the statement of work, specifications, or evaluation criteria of a future procurement. The primary concern of the Government in this case is that a contractor so situated could slant key aspects of a procurement in its own favor, to the unfair disadvantage of competing vendors. If the requirements of the Government procurement anticipate the contractor may have been in a position to establish important ground rules, including but not limited to those described herein, the contractor should be required to submit and negotiate an acceptable mitigation plan.

Impaired objectivity. A contractor in the course of performance of a task order or contract is placed in a situation of providing assessment and evaluation findings over itself, or another business division, or subsidiary of the same corporation, or other entity with which it has a significant financial relationship. The concern in this case is that the contractor's ability to render impartial advice to the Government could appear to be undermined by the contractor's financial or other business relationship to the entity whose work product is being assessed or evaluated.

In these situations, a "walling off" of lines of communication may well be insufficient to remove the perception that the objectivity of the contractor has been tainted. If the requirements of the Government procurement indicate that the successful vendor may be in a position to provide evaluations and assessments of itself or corporate siblings, or other entity with which it has a significant financial relationship, the affected contractor should provide a mitigation plan that includes recusal by the vendor from the affected contract work. Such recusal might include divestiture of the work to a third party vendor.

c. In order to prevent a future OCI resulting from potential bias, unfair competitive advantage, or impaired objectivity, the Contractor shall be subject to the following restrictions:

1) The Contractor shall be excluded from competition for, or award of any Government contracts as to which, in the course of performance of this contract, the Contractor has received advance procurement information before such information has been made generally available to other persons or firms.

2) The Contractor shall be excluded from competition for, or award of any Government contract for which the contractor actually assists in the development of the screening information request (SIR), specifications or statements of work.

3) The Contractor shall be excluded from competition for or award of any Government contract which calls for the evaluation of system requirements, system definitions, or other products developed by the Contractor under this contract or resulting task orders.

4) The Contractor shall be excluded from competition for, or award of any Government contract which calls for the construction or fabrication of any system, equipment, hardware, and/or software for which the Contractor participated in the development of requirements or definitions pursuant to this contract or resulting task order.

This clause shall not exclude the Contractor from performing work under any amendment or modification to this contract or from competing for award for any future contract for work that is the same or similar to work performed under this contract.

The agency may in its sole discretion, waive any provisions of this clause if deemed in the best interest of the Government. The exclusions contained in this clause shall apply for the duration of this contract and for three

(3) years after completion and acceptance of all work performed hereunder.

If any provision of this clause excludes the Contractor from competition for, or award of any contract, the Contractor shall not be permitted to serve as a subcontractor, at any tier, on such contract. This clause shall be incorporated into any subcontracts or consultant agreements awarded under this contract unless the Contracting Officer determines otherwise.

d. Affirmative Duties and Responsibilities for Government Contractors:

The Contractor warrants that to the best of its knowledge and belief, and except as otherwise set forth in the contract, the Contractor does not have any organizational conflict of interest(s) as defined in paragraph a. above.

The Contractor agrees that, if after award, it discovers an actual or potential organizational conflict of interest at the contract level it shall make immediate and full disclosure in writing to the SBS MA ID/IQ Contracting Officer.

Changes in the Contractor's relationships due to mergers, consolidations or any unanticipated circumstances may create an unacceptable organizational conflict of interest might necessitate such disclosure. The notification shall include a description of the actual or potential organizational conflict of interest, a description of the action that the Contractor has taken or proposes to take to avoid, mitigate, or neutralize the conflict, and any other relevant information that would assist the SBS MA ID/IQ Contracting Officer in making a determination on this matter.

The Contractor, upon identification of a potential conflict, shall submit requests to participate in the task order for written approval on a task order-by-task order basis, unless the Contractor is aware of multiple task orders that may create the appearance of a conflict, or be an actual conflict. In the case of the later, the contractor shall notify the SBS MA ID/IQ Contracting Officer as soon as the conflicts/apparent conflicts have been identified. This provision shall be in effect throughout the period of performance of this contract, any extensions thereto by change order or supplemental agreement, and for three years thereafter.

The contractor shall permit a Government audit of internal OCI mitigation procedures for verification purposes. The Government reserves the right to reject a mitigation plan, if in the opinion of the Contracting Officer, such a plan is not in the best interests of the Government.

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.

The Contracting Officer's decision as to the existence or nonexistence of an actual or potential organizational conflict of interest shall be final.

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 three 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 PCO for approval.

e. 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, 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 clause, 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.

2.13. OCI at the Task Order Level

a. OCI Possibilities.

It is recognized by the parties hereto that services provided under this contract may include advisory and assistance services and/or provide support in the preparation of specifications and work statements; technical evaluation of other Contractors products and services; preparation of policy and procedures; preparation or review of budgets or budgetary information; surveillance of other contractor’s services and work products; and, access to other contractors’ proprietary information. Such activities create a significant potential for certain conflicts of interest, as set forth in FAR 9.505-1, 9.505-2, 9.505-3, and 9.505-4.

It is the intention of the parties that the Contractor will 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 expertise gained during the performance of this contract. Therefore, the Contractor agrees that it will seek the prior written approval of the Task Order Contracting Officer before participating in any task order that may involve such a conflict.

The Contractor agrees that it shall not release, disclose, or use in any way that would permit or result in disclosure to any party outside the Government any information provided to the Contractor by the Government during or as a result of performance of this task order. Such information includes, but is not limited to, information submitted to the Government on a confidential basis by other persons. Further, the prohibition against release of Government provided information extends to cover such information whether or not in its original form, where the information has been included in Contractor generated work, or where it is discernible from materials incorporating or based upon such information. This prohibition shall not expire after a given period of time.

Whenever performance of this contract requires 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 Task Order Contracting Officer within fifteen (15) calendar days of execution.

The Contractor shall promptly notify the Task Order Contracting Officer, in writing, if it has been tasked to evaluate or advise the Government concerning its own products or activities or those of a competitor in order to ensure that proper safeguards exist to guarantee objectivity and to protect the Government's interest.

In the event that a task order is issued to the Contractor that would require activity that would create a potential conflict of interest, the Contractor shall:

1) Notify the Contracting Officer of a potential conflict, and;

2) Recommend to the Government an alternate tasking approach which would avoid the potential conflict, or,

3) Present for approval a conflict of interest mitigation plan that will:

i. Describe in detail the task order requirement that creates the potential conflict of interest; and,

ii. Outline in detail the actions to be taken by the Contractor or the Government in the performance of the task to mitigate the conflict, division of subcontractor effort, and limited access to information, or other acceptable means.

4) The Contractor shall not commence work on a task order related to a potential conflict of interest until specifically notified by the Contracting Officer to proceed.

5) If the Contracting Officer determines that it is in the best interest of the Government to issue a task order, notwithstanding a conflict of interest, a request for waiver shall be submitted in accordance with FAR 9.503.

6) Conflicts Of Interest Compliance Plan: In the event of a waiver is requested, the Contractor shall submit with its waiver request a Conflicts of Interest (COI) Compliance Plan to the Task Order Contracting Officer for approval. The COI Compliance Plan shall address the Contractor's approach for adhering to the applicable PWS section (paragraph 2.12) and describe its procedures for aggressively self-identifying and resolving both organizational and employee conflicts of interest. The overall purpose of the COI Compliance Plan is to demonstrate how the Contractor will assure that its operations meet the highest standards of ethical conduct, and how its assistance and advice are impartial and objective. The COI Compliance Plan shall specifically address:

– how the Contractor will protect confidential, proprietary, or sensitive information;

– preventing the existence of conflicting roles that might bias a contractor’s judgment; and,

– preventing an unfair competitive advantage.

Contractors are invited to review Federal Acquisition Regulation Subpart 9.5 “Organizational and Consultant Conflicts of Interest (OCI). “ Particular attention is directed to FAR 9.505, 9.505-1, 9.505-2, 9.505-3 and 9.505-4.

b. Avoidance of OCI.

The policy of the Government is to avoid contracting with contractors who have unacceptable organizational conflicts of interest as defined in H.12 a.

It is not the intention of the Government to foreclose a vendor from a competitive acquisition due to a perceived OCI. The Task Order Contracting Officers are fully empowered to evaluate each potential OCI scenario based upon the applicable facts and circumstances. The final determination of such action may be negotiated between the impaired vendor and the Task Order Contracting Officer. The Task Order Contracting Officer's business judgment and sound discretion in identifying, negotiating, and eliminating OCI scenarios should not adversely affect the Government’s policy for competition. The Government is committed to working with potential vendors to eliminate or mitigate actual and perceived OCI situations, without detriment to the integrity of the competitive process, the mission of the Government, or the legitimate business interests of the vendor community.

c. Examples of OCI concerns. These examples in which OCI issues may arise are not all inclusive, but are intended only to help the Task Order Contracting Officer apply general guidance to individual contract and task order situations.

1) Unequal Access to Information. Access to "nonpublic information" as part of the performance of a Government contract could provide the contractor a competitive advantage in a later competition for another Government contract. Such an advantage could easily be perceived as unfair by a competing vendor who is not given similar access to the relevant information. If the requirements of the Government procurement anticipate the successful vendor may have access to nonpublic information, all vendors should be required to submit and negotiate an acceptable mitigation plan.

2) Biased Ground Rules. A contractor in the course of performance of a Government contract, has in some fashion established a "ground rules" for another Government contract, where the same contractor may be a competitor. For example, a contractor may have drafted the statement of work, specifications, or evaluations criteria of a future Government procurement. The primary concern of the Government in this case is that a contractor so situated could slant key aspects of a procurement in its own favor, to the unfair disadvantage of competing vendors.

If the requirements of the Government procurement anticipate the successful vendor may be in a position to establish important ground rules, including but not limited to those described herein, the successful vendor should be required to submit and negotiate an acceptable mitigation plan.

3) Impaired objectivity. A contractor in the course of performance of a Government contract, is placed in a situation of providing assessment and evaluation findings over itself, or another business division, or subsidiary of the same corporation, or other entity with which it has a significant financial relationship.