PWS DRAFT_W9124J25RCPST_9.12.24.pdf

PERFORMANCE WORK STATEMENT (PWS)

For

Office of the Chief of Public Affairs (OCPA) Communication Planning and Support Services

September 12, 2024

PART 1

GENERAL INFORMATION

1. General: This is a non-personal services contract to provide OCPA Operations Support, Communication Research, Analysis and Evaluation, Communication Planning, Communication Product Development, Army Outreach Support, Professional Development and Training, Exhibit Management, and Executive Communication Support. 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 contractor who, in turn, is responsible to the government.

1.1 Description of Services/Introduction: The contractor shall provide all personnel, equipment, supplies, facilities, transportation, tools, materials, supervision, and other items necessary to perform communication planning and support services for the Office of the Chief of Public Affairs, Army Public Affairs program as defined in this Performance Work Statement, except for those items specified in Part 3 as government furnished property and services. The contractor shall perform to the standards in this contract.

1.2 Background: The Office of the Chief of Public Affairs (OCPA) is responsible for fulfilling the Army's obligation to keep the American people and the Army informed and helps to establish the conditions that lead to confidence in America's Army and its readiness to conduct operations in peacetime, conflict and war. Army Public Affairs is comprised of Soldiers and Officers adept at planning and executing a commander’s communication strategy through corporate communication, media and stakeholder engagements, and community outreach activities directed toward external and internal publics with interest in the Department of Defense. The proactive release of accurate information puts U.S. Military operations in context, facilitates informed perceptions about Military operations, counters misinformation and disinformation, and helps achieve national, strategic, operational and tactical objectives. PA exists to maintain the trust and confidence of the American public and deter adversaries at home and abroad.

1.3 Objectives: This effort is for the procurement of support services which include:

management and technical expertise to provide operational support, development, coordination, integration, synchronization, program management, prototype development and fabrication and employment of supporting materials including, but is not limited to, graphics, web-based materials and brochures.

1.3.1. The Contractor shall provide technical expertise in business best practices, process engineering, full-spectrum communication, information technology (IT) operations; and management in support of Business Rules and OCPA Operations Support; Communication Research, Analysis and Evaluation; Communication Planning; Communication Product

Development; Army Outreach Support; Professional Development and Training; Exhibit Management; and Executive Communication Support. The Contractor shall provide support of Army communication challenges which involve extremely sensitive issues, large programs, supporting Soldiers and Families and telling the Army story to diverse audiences and centers of influence.

1.4 Scope: The Army is leveraging new and improved models and means of communication modes in the information age. The Office of the Chief of Public Affairs must keep pace with the information environment and lead within it through informed and agile communication strategies. Therefore, the Contractor shall be able to conceptually develop and implement communication strategies, processes, and products that are critical to this effort.

1.5 Period of Performance: The period of performance shall be for one (1) base year of 12 months and four (4) 12-month option years. The period of performance reads as follows:

Phase-In 3 December 2024 through 2 January 2025 Base Year: 3 January 2025 through 2 December 2025 Option Year I: 3 December 2025 through 2 December 2026 Option Year II 3 December 2026 through 2 December 2027 Option Year III: 3 December 2027 through 2 December 2028 Option Period IV: 3 December 2028 through 2 December 2029

1.6 General Information

1.6.1 Quality Control Quality control is the responsibility of the contractor. The contractor is responsible for the delivery of quality services/supplies to the government (see FAR 46.202-1 Contracts for commercial products and commercial services and FAR 52.246-1, Contractor Inspection Requirements). The contractor shall develop, implement and maintain an effective quality control system that includes a written Quality Control Plan (QCP). The QCP shall implement standardized procedure/methodology for monitoring and documenting contract performance to ensure all contract requirements are met. The contractors’ QCP must contain a systematic approach to monitor operations to ensure acceptable services/products are provided to the government. 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; and procedures for collecting and addressing customer feedback/complaints. The contractor shall upon request provide to the government its quality control documentation. The contractor shall deliver within 30 days after contract award or with the contractor’s proposal if it is an evaluation factor, three copies of a comprehensive written QCP shall be submitted to the contracting officer (KO) and contracting officer representative (COR) within five (5) working days when changes are made thereafter.

The Contractor shall develop and maintain an effective Quality Control Program (QCP) to ensure services are performed in accordance with this PWS. The Contractor shall develop and implement procedures to identify, prevent, and ensure non-recurrence of defective services. The Contractors QCP is the means by which the Contractor assures themselves that their work complies with the requirements of the contract. After acceptance of the Quality Control Plan (QCP) the Contractor shall receive the Contracting Officers acceptance in writing of any proposed change to his (QC) system. Government will request the contractor to submit a corrective action plan and/or corrective actions needed to get back on schedule.

1.6.2 Quality Assurance: The government shall evaluate the contractor’s performance under this contract in accordance with the Quality Assurance Surveillance Plan. This plan is a government only document primarily focused on what the government must do to assure that the contractor has performed in accordance with the requirements of the contract.

1.6.3 Recognized Federal Government Holidays: The Contractor is not required to perform services on the following Federal holidays, with the exception of Columbus Day, which is not a recognized holiday for the purposes of this contract and the Contractor shall be required to provide support.

New Year’s Day 1st day of January Martin Luther King Jr. Day 3rd Monday of January Presidents Day 3rd Monday of February Memorial Day Last Monday of May Juneteenth 19th day of June Independence Day 4th day of July Labor Day 1st Monday of September Veterans Day 11th day of November Thanksgiving Day 4th Thursday of November Christmas Day 25th day of December

1.6.4 Hours of Operation: The Contractor shall be responsible for conducting business with the Government and providing onsite support between the hours of 0700 - 1800 EST, Monday - Friday, except designated Recognized Federal Government Holidays or when the Government facility is closed due to local or national emergencies, administrative closings, or similar Government directed facility closings. The contractor shall also provide media alerts from a remote location from 1800-2000 EST, Monday – Friday. The Contractor shall be responsible for providing weekend support for Paragraph 5.3.9.1, and 5.3.10.1 from 2300 Friday through 1900 Sunday. The Contractor shall have a plan in place to deliver the 0530 daily media report using offsite personnel. Information concerning methods of notification will be provided by the Government for weather/disaster delays. Unless as otherwise determined by the Federal Government, no price adjustments will be made for any delays resulting from an installation closing or delayed opening. To maintain stability and continuity, the Contractor shall at all times provide an adequate workforce for the uninterrupted performance of all tasks defined within this PWS when the Government facility is not closed for the aforementioned reasons. When hiring personnel, the contractor shall keep in mind that the stability and continuity of the workforce are essential.

1.6.4.1 Mission Essential/Critical Operations. The Contractor shall maintain a Contingency Operations Plan to take into consideration, and support of, short term unusual circumstances such as war, terrorist activity, declared emergency, contingency operations or military exercises as required. The Contractor shall coordinate with designated alternate locations to continue operations based on environmental permissibility when the Pentagon executes Continuity of Operations (COOP).

1.6.5 Place of Performance: The work to be performed under this contract shall be performed at Office of the Chief of Public Affairs, 1500 Army Pentagon, Washington DC 20310. The Government will provide a limited government workspace. No more than eleven (11) workspaces will be provided by the Government, as specified in Part 3 of this PWS. The work to be performed under this contract shall be performed at a Government provided space and at an offsite Contractor location. Telecommuting or “teleworking” may be authorized in coordination with the COR and Government PM on a situational basis.

1.6.6 Type of Contract: The government will award a firm fixed priced contract.

1.6.7 Security Requirements: Contractor personnel shall have access to unclassified Government data to accomplish work under this contract. The Contractor shall comply with all applicable security contract clauses and requirements. The Contractor shall be responsible for ensuring that the provisions of security related contract clauses flow down to their subcontractors as well as any lower tier subcontractors. Only U.S. citizens are authorized to perform work on this contract.

1.6.7.3 Security In-Briefing and Background Checks. Contractor personnel shall receive annual security briefings.

1.6.7.4 Physical Security: The contractor shall be responsible for safeguarding all government equipment, information and property provided for contractor uses well as, unclassified, privileged, confidential, information sensitive in nature and Controlled Unclassified Information (CUI). Failure to safeguard any privileged information may subject the Contractor and/or the Contractor's employees to criminal liability under Title 18, section 793 of the United States Code. Provisions of the Privacy Act apply to all records and reports maintained by the Contractor. All information, data, programs and materials developed at Government expense during the course of this contract are the property of the Government and shall be marked and handled as CUI with distribution statements applied in accordance with DoD Instruction 5230.24, Distribution Statements on Technical Documents. CUI materials must be collected in burn bags that are provided by the Government. The Government will coordinate for disposal of the burn bags on a routine basis. At the close of each work period, government facilities, equipment, and materials shall be secured.

1.6.7.5 Storage Rules and Regulations. The Contractor shall be capable of handling, receiving and storing documents, and equipment at a security classification of unclassified. The Contractor shall comply with the facility’s rules and regulations governing the storage (all mediums) and protection of unclassified, privileged, confidential, information sensitive in nature and CUI.

1.6.7.2 Key Control. The contractor shall establish and implement methods of making sure all keys/key cards issued to the contractor by the government are not lost or misplaced and are not used by unauthorized persons. NOTE: All references to keys include key cards. No keys issued to the contractor by the government shall be duplicated. The contractor shall develop procedures covering key control that shall be included in the Quality Control Plan. Such procedures shall include turn-in of any issued keys by personnel who no longer require access to locked areas.

The contractor shall immediately report any occurrences of lost or duplicate keys/key cards to the contracting officer.

1.6.7.2.1. In the event keys, other than master keys, are lost or duplicated, the contractor shall, upon direction of the contracting officer, re-key or replace the affected lock or locks; however, the government, at its option, may replace the affected lock or locks or perform re-keying. When the replacement of locks or re-keying is performed by the government, the total cost of re-keying or the replacement of the lock or locks shall be deducted from the monthly payment due the contractor. In the event a master key is lost or duplicated, all locks and keys for that system shall be replaced by the government and the total cost deducted from the monthly payment due the contractor.

1.6.7.2.2. The contractor shall prohibit the use of government issued keys/key cards by any persons other than the contractor’s employees. The contractor shall prohibit the opening of locked areas by contractor employees to permit entrance of persons other than contractor employees engaged in the performance of assigned work in those areas, or personnel authorized entrance by the contracting officer.

1.6.7.3 Lock Combinations. The contractor shall establish and implement methods of ensuring that all lock combinations are not revealed to unauthorized persons. The contractor shall coordinate with the government to ensure that lock combinations are changed when personnel having access to the combinations no longer have a need to know such combinations. These procedures shall be included in the Contractor’s Quality Control Plan.

1.6.8 Personal Identity Verification (PIV). See 1.6.14 Identification of Contractor Employees

1.6.9 Visit Notification. N/A

1.6.10 Special Qualifications: See 1.6.13 Key Personnel for Special Qualifications.

1.6.11 Post Award Conference/Periodic Progress Meetings: The contractor 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, Post Award Orientation. The contracting officer, COR, and other government personnel, as appropriate, will shall meet periodically, quarterly as a minimum, with the contractor to review the contractor's performance.

At these meetings the contracting officer will apprise the contractor of how the government views the contractor's performance and the contractor will must apprise the government of 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.

1.6.12 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 contractor performs the technical requirements of the contract; perform inspections necessary in connection with contract performance; maintain written and oral communications with the contractor concerning technical aspects of the contract; issue written interpretations of technical requirements, including government drawings, designs, and specifications; monitor contractor's performance and notify both the contracting officer and contractor of any deficiencies; coordinate availability of government furnished property; and facilitate site entry of contractor personnel. A letter of designation issued to the COR, a copy of which is sent to the contractor, 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 contract or task orders.

1.6.13 Key Personnel: All Contractor personnel (inclusive of those that work both onsite and offsite) shall have a background investigation complete. Those personnel working onsite requiring a Common Access Card shall have additional requirements as outlined below.

1.6.13.1 The following personnel are considered key personnel by the government: Program Manager, Alternate Program Manager, Exhibit Manager, Senior Researcher, Communication Strategist, Web Knowledge Manager, Graphic Designer, Communication Strategist Associate, Senior Researcher (offsite) and Digital Social Media Analytics. The contractor 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 contractor 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 contractor on all contract matters relating to daily operation of this contract. The Program Manager or alternate shall be located at the Pentagon and be available between the hours of 0700-1800 EST Monday through Friday except federal holidays or when the Pentagon is closed for local or national emergencies, administrative closings, or similar Government directed facility closings. Any replacements for the Program Manager or alternate shall comply with the experience qualifications listed below and must be approved by the Contracting Officer. Qualifications for all personnel are listed below:

1.6.13.2 All Contractor personnel shall be fluent in the English language and have the ability to read, write, and comprehend the English language. All personnel shall possess and demonstrate experience with the Microsoft Office Suite programs including Word, Power Point and Excel in their respective jobs/positions as applied to their respective duties/required performance.

Contractor shall provide personnel conducting research and analysis work be proficient in manipulating a variety of the top industry platforms with sophisticated Boolean searches.

1.6.13.3 Contractor Personnel Qualifications. The Contractor shall provide resumes on all SMEs as part of the solicitation process and whenever the Contractor hires new personnel.

Personnel

Completed Degree from an

Accredited College or University

Specialized Work Experience

Security Clearance

During Contract

Performance

Required Certifications or Special Requirements

Program Manager/Public Affairs/ Strategic Communications Master’s degree

15 years demonstrated professional experience, with 5 years of continuous experience at the strategic level

Secret

Project Management Professional

(PMP)

certification

Alternate Program Manager/Lead Senior Strategic Communication Strategist

Bachelor’s degree

15 years demonstrated professional experience, with 5 years of continuous experience at the strategic level

Secret N/A

Exhibit Manager/Communication Strategist-Senior

Bachelor’s degree

5 years demonstrated strategic/tactical/media communication level experience within the last 10 years.

Secret

N/A

Senior Researcher/task leader

PhD 5 years demonstrated social science or behavioral research experience.

Secret

N/A

Communication Strategist intermediate

Bachelor’s degree

5 years demonstrated strategic/tactical/media communication level experience within the last 10 years.

Secret N/A

Web Knowledge Manager/Strategic Communication- Senior

Bachelor’s degree

5 years demonstrated strategic/tactical/media communication level experience within the last 10 years.

Secret N/A

Graphic Designer/Analyst

Bachelor’s degree

5 years demonstrated strategic/tactical/media communication level experience within the last 10 years.

Secret N/A

Communication Strategist Associate- Intermediate (offsite)

Bachelor’s degree

5 years demonstrated strategic/tactical/media communication level

Secret N/A experience within the last 10 years.

Senior Researcher (offsite)/Marketing specialist to include weekend

Bachelor’s degree

5 years demonstrated strategic/tactical/media communication level experience within the last 10 years.

Secret N/A

Digital Social Media Analytics

Bachelor’s degree

5 years demonstrated strategic/tactical/media communication level experience within the last 10 years.

Secret N/A

1.6.13.4 Contractor Personnel Training. The Contractor shall provide qualified personnel who are capable of assuming their duties at award inception. Training for Contractor personnel shall be at the contractor’s expense.

1.6.14 Identification of Contractor Employees: The contractor (to include subcontractors) shall provide each employee an identification (ID) badge, which includes at a minimum, the company name, employee name and a color photo of the employee. ID badges for key personnel shall also indicate their job title. ID badges shall be worn at all times during which the employee is performing work under this contract. Each contractor (to include subcontractors) employees shall wear the ID badge in a conspicuous place on the front of exterior clothing and above the waist except when safety or health reasons prohibit. The contractor (to include subcontractors) shall be responsible for collection of ID badges upon completion of the contract or termination of employee. A listing of issued identification cards shall be furnished to the contracting officer prior to the contract performance date and updated as needed to reflect contractor and subcontractor personnel changes. All contract personnel attending meetings, answering government telephones, and working in other situations where their contractor status is not obvious to third parties are required 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 contractors are suitably marked as contractor products or that contractor participation is appropriately disclosed.

1.6.14.1 Corporation affiliation shall be referenced on all written documentation that refers to Contractor personnel. This is required for internal and external communication. Similarly, the Contractor affiliation shall be identified when answering phone calls and at the beginning of any meeting or conference (in person or on phone) where Contractor personnel are in attendance.

Only Contractor personnel working full time at the Pentagon shall be issued a CAC card.

1.6.15 Anti-Terrorism and Operations Security Requirements:

1.6.15.1. AT Level I Training. All contractor employees, to include subcontractor employees, requiring access to Army installations, facilities and controlled access areas shall complete AT Level I awareness training within 30 calendar days after contract start date or effective date of incorporation of this requirement into the contract, whichever is applicable and annually thereafter. The contractor shall submit certificates of completion for each affected contractor employee and subcontractor employee, to the COR or to the contracting officer, if a COR is not assigned, within 05 calendar days after completion of training by all employees and subcontractor personnel. AT level I awareness training is available at the following website:

https://jko.jten.mil.

1.6.15.2. Access and general protection/security policy and procedures. Contractor and all associated sub-contractors employees shall provide all information required for background checks to meet installation access requirements to be accomplished by installation Provost Marshal Office, Director of Emergency Services or Security Office. Contractor workforce must comply with all personal identity verification requirements (FAR clause 52.204-9, Personal Identity Verification of Contractor Personnel) as directed by DOD, HQDA and/or local policy.

In addition to the changes otherwise authorized by the changes clause of this contract, should the Force protection Condition (FPCON) at any individual facility or installation change, the Government may require changes in contractor security matters or processes.

1.6.15.3. For contractors requiring Common Access Card (CAC). Before CAC issuance, the Contractor employee requires, at a minimum, a favorably adjudicated National Agency Check with Inquiries (NACI) or an equivalent or higher investigation in accordance with Army Directive 2014-05. The Contractor employee will be issued a CAC only if duties involve one of the following: (1) Both physical access to a DoD facility and access, via logon, to DoD networks on-site or remotely; (2) Remote access, via logon, to a DoD network using DoD-approved remote access procedures; or (3) Physical access to multiple DoD facilities or multiple non-DoD federally controlled facilities on behalf of the DoD on a recurring basis for a period of 6 months or more. At the discretion of the sponsoring activity, an initial CAC may be issued based on a favorable review of the FBI fingerprint check and a successfully scheduled NACI at the Office of Personnel Management.

1.6.15.4. For contractors that do not require CAC but require access to DOD facility or installation. Contractor and all associated subcontractors employees shall comply with adjudication standards and procedures using the National Crime Information Center Interstate Identification Index (NCIC-III) and terrorist Screening Database (TSDB) (Army Directive 2014- 05-/AR 190-13), applicable installation, facility and area commander installation/facility access and local security policies and procedures, (provided by government representative), or, at OCONUS Locations, in accordance with status of forces agreements and other theater regulations.

1.6.15.5. iWATCH Training. The contractor and all associated sub-contractors 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. This training shall be completed within 30 calendar days of contract award and within 05 calendar days of new employees commencing performance with the results reported to the COR NLT 30 calendar days after contract award.

1.6.15.6. For contracts that require a formal OPSEC program. The contractor shall develop an OPSEC Standing Operating Procedure (SOP)/Plan within ninety (90) calendar days of contract award, to be reviewed and approved by the responsible Government OPSEC officer. This plan shall include a process to identify critical information, where it is located, who is responsible for it, how to protect it and why it needs to be protected. The Contractor shall implement OPSEC measures as ordered by the commander. In addition, the contractor shall have an identified certified Level II OPSEC coordinator per AR 530-1 (DI-MGMT-80934C).

1.6.15.7. For contracts that require Operations Security (OPSEC) Training. Per AR 530-1, Operations Security, the contractor employees shall complete Level I OPSEC training. New employees must be trained within 30 calendar days of their reporting for duty and annually thereafter. OPSEC Awareness for Military Members, DoD Employees and Contractors is available at the following website: https://securityawareness.usalearning.gov/

1.6.15.8. For Cyber Awareness (Information assurance (IA)/information technology (IT)) training. All contractor employees and associated subcontractor employees must complete the DOD Cyber awareness training before issuance of network access and annually thereafter. All contractor employees working IA/IT functions must comply with DoD and Army training requirements in DODD 8570.01, DoD 8570-01-M and AR 25-2 within six months of appointment to IA/IT functions. DoD Cyber Awareness Challenge Training is available at the following website: https://cs.signal.army.mil/:

1.6.15.9 Threat Awareness Reporting Program. For all contractors with security clearances. Per AR 381-12 Threat Awareness and Reporting Program (TARP), Contractor employees must receive annual TARP training by a CI agent or other trainer as specified in 2-4b of AR 381-12.

The contractor shall provide a copy of the certificates to the COR within 30 calendar days of their reporting duty and annually thereafter.

1.6.16. Supervision of Contractor Employees: The government will not exercise any supervision or control over contractor or subcontractor employees while performing work under the contract. Such employees shall be accountable solely to the contractor, not the government.

The contractor, in turn, shall be accountable to the government for contractor or subcontractor employees.

1.6.17 Contractor Travel: Other than local travel within the National Capital Region (NCR) to attend meetings and events, no travel will be required during the contract period of performance.

1.6.18 Other Direct Costs (ODC): The Government will reimburse the Contractor for ODC items at cost. The Contractor shall provide receipts to the COR for all ODC items purchased for this contract. For ODC items with a price exceeding $150,000.00, the contractor shall solicit at a minimum three (3) quotes and provide the quotes to the COR for review prior to making the purchase. The Government COR shall authorize in writing all purchases of ODC items in excess of $150,000.00. Any unauthorized ODC purchases will not be reimbursed by the Government.

1.6.18.1 ODCs include the following:

a. Materials to include industry recognized software to support traditional media and social media data collection, analysis, assessment and evaluation

b. Pentagon Visitors Center Exhibit

c. Pentagon OCPA Hallway Exhibit

d. Semi-Permanent Suite Exhibit

e. Maintenance Services for exhibits

f. Specialty services or development of specialized products or software solutions

1.6.19 Data Rights: The government has unlimited rights to all documents/material produced under this contract. All documents and materials, to include the source codes of any software, 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 contractor 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.

1.6.20 Organizational Conflict of Interest: Contractor and subcontractor 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 Subpart 9.5. The Contractor shall notify the KO 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 KO to avoid or mitigate any such OCI. The Contractor’s mitigation plan will be determined to be acceptable solely at the discretion of the KO, and in the event the KO unilaterally determines that any such OCI cannot be satisfactorily avoided or mitigated, the KO may affect other remedies as he or she deems necessary, including prohibiting the Contractor from participation in subsequent contracted requirements which may be affected by the OCI.

a. Definitions.

(1) The term “Contractor” herein used 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) its 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.

(2) The term "proprietary information" for purposes of this clause 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.

b. 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) 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.

(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.

(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.

c. 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 Contracting Officer that arise as the result of performance under this contract. To avoid or mitigate a potential conflict related to performance under this contract, the Contracting Officer will impose appropriate constraints such as the constraints discussed below.

Since it is impossible to foresee all the circumstances that might give rise to organizational conflicts of interest, the constraints discussed below are not all inclusive and the Contracting Officer may impose constraints other than, or in addition to, the constraints listed below.

(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

(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 shall not be allowed to furnish these items, either as a prime Contractor, a Subcontractor or as a consultant.

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

(4) The Contractor agrees that if it gains access to proprietary information of other companies, it shall exercise diligent effort to protect such proprietary information from unauthorized use or disclosure. 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 shall 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 Contracting Officer.

(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 Contracting Officer, 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.

e. 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 shall educate its employees regarding the restrictions so that they shall not use or disclose proprietary information or data generated or acquired in the performance of this contract except as provided herein.

f. Training. The Contractor shall effectively educate its employees, through formal training, company policy, information directives and procedures, in an awareness of the legal issues so that each employee shall know and understand 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.

g. Subcontracts. The Contractor agrees that it shall include the provisions in paragraphs d., e., and f. 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 d. above. The use of this clause in such agreements shall be read by substituting the word "consultant" or "Subcontractor" for the word "Contractor" whenever the latter appears.

h. Additional Constraints. If this contract provides for the issuance of task or delivery orders, such orders may impose additional requirements and restrictions relating to this clause 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 Contracting Officer, prior to the issuance of the task or delivery order, all facts relevant to the existence or potential existence of organizational conflict of interest.

i. Conflicts Involving Future Procurements. The award of this contract, task or delivery orders issued under 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 Contracting Officers for such efforts, applying the rules, principles, and procedures have the authority to determine whether a conflict exists in connection with such procurements.

j. Representations and Disclosures.

(1) The Contractor represents that it has disclosed to the Contracting Officer, prior to award of this contract, all facts relevant to the existence or potential existence of organizational conflict of interest.

(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 Contracting Officer. 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.

k. Remedies and Waiver.

(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 this clause, the Contractor discovers and promptly reports an organizational conflict of interest (or the potential thereof) subsequent to contract award, the Contracting Officer 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.

(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 Contracting Officer by submitting a full written description of the requested waiver and the reasons.

1.6.21 COMBAT TRAFFICKING IN PERSON.

IAW FAR 52-222-50. Contractor Requirements.

The Contractor shall –

(1) Notify its employees of

(i) The U.S. Government's zero tolerance policy.

(ii) Actions that will be taken against employees for violations of this policy.

(2) Take appropriate action.

Part II, Trafficking in Persons (TIP)

1. The Contractor has a procedure for notifying employees of TIP and proof of such notification on file via:

i. Training records or

ii. Employee signature

2. Has documented actions on file citing appropriate action to TIP violations.

3. Record of documented violations to date (if any).

4. The Contractor has a procedure for notifying the Contracting Officer if information is received or actions related to TIP are observed.

1.6.22 PHASE IN /PHASE OUT PERIOD : To minimize any decreases in productivity and to prevent possible negative impacts on additional services, the contractor shall have personnel on board, during the thirty (30) day phase in and thirty (30) day phase out periods. During the phase in period, the contractor shall become familiar with performance requirements in order to commence full performance of services on the contract start date.

1.6.22.1. Planning: The Transition Plan shall identify, at a minimum, how the transition will minimize the impact on current mission / activities while ensuring the completeness of the transition; who / what is impacted by the transition; the activities that need to be accomplished in order to successfully effect the transition, the impact on the organization; the roles and responsibilities of all who participate in the transition plan; the detailed schedule (no longer than 3 weeks for transition) to be followed in order to successfully effect the transition and how any issues or discrepancies will be resolved.

1.6.22.2. Transitioning Strategy: The overall strategy shall be built around maintaining the mission with minimal impact to not only the timeliness of the process but also to ensure that critical data and knowledge transfer occurs. It shall also serve as the framework for the contract execution. At a minimum the following areas shall be addressed.

a. Key positions

b. Knowledge transfer

c. Impacts

d. Risk

e. Schedule

1.6.22.3. Phase-In: A 30-day smooth and orderly transition between the contractor and the predecessor contractor is necessary to assure minimum disruption to vital contractor services and Government activities.

1.6.22.4. The contractor shall not disrupt official Government business or in any way interfere with the assigned duties of the predecessor contractor employees. The contractor may notify the predecessor contractors employees that the contractor will be assuming services upon the contract start date. The contractor shall not interview, recruit, schedule interviews or conduct extensive discussions with the predecessor contractor employees while they are on duty.

PART 2

DEFINITIONS & ACRONYMS

2. DEFINITIONS AND ACRONYMS:

2.1. DEFINITIONS

2.1.1. CONTRACT ADMINISTRATOR. The official government representative delegated authority by the contracting officer to administer a contract. This individual is normally a member of the appropriate contracting/procurement career field and advises on all technical contractual matters.

2.1.2. CONTRACTOR. A supplier or vendor awarded a contract to provide specific supplies or services to the government. The term used in this contract refers to the prime.

2.1.3. CONTRACTING OFFICER. A person with authority to enter into, administer, and/or terminate contracts, and make related determinations and findings on behalf of the government.

Note: The only individual who can legally bind the government.

2.1.4. 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.

2.1.5. DEFECTIVE SERVICE. A service output that does not meet the standard of performance associated with the performance work statement.

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

2.1.7. GOVERNMENT-FURNISHED PROPERTY (GFP) OR GOVERNMENT PROPERTY

(GP). Property in the possession of, or directly acquired by, the government and subsequently made available to the contractor.

2.1.8. KEY PERSONNEL. Contractor personnel that are identified as essential in the performance of the contract.

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

2.1.10. QUALITY ASSURANCE. The government procedures to verify that services being performed by the contractor are acceptable in accordance with established standards and requirements of this contract.

2.1.11. QUALITY ASSURANCE SPECIALIST. An official government representative concerned with matters pertaining to the contract administration process and quality assurance/quality control. Acts as technical advisor to the contracting officer in these areas.

2.1.12. QUALITY ASSURANCE SURVEILLANCE PLAN (QASP). An organized written document specifying the surveillance methodology to be used for surveillance of contractor performance.

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

2.1.14. SUBCONTRACTOR. One that enters into a contract with a prime contractor. The government does not have privity of contract with the subcontractor.

2.1.15. WORKDAY. The number of hours per day the contractor provides services in accordance with the contract.

2.1.16. WORK WEEK. Monday through Friday, except for federal holidays unless specified otherwise.

2.2. ACRONYMS:

ACOR Alternate Contracting Officer’s Representative AFARS Army Federal Acquisition Regulation Supplement AR Army Regulation CFR Code of Federal Regulations CMR Contract Manpower Reporting CONUS Continental United States (excludes Alaska and Hawaii) COR Contracting Officer Representative COTS Commercial-Off-the-Shelf DA Department of the Army DD250 Department of Defense Form 250 (Receiving Report) DD254 Department of Defense Contract Security Requirement List DFARS Defense Federal Acquisition Regulation Supplement DMDC Defense Manpower Data Center DOD Department of Defense FAR Federal Acquisition Regulation HIPAA Health Insurance Portability and Accountability Act of 1996 KO Contracting Officer OCI Organizational Conflict of Interest OCONUS Outside Continental United States (includes Alaska and Hawaii) ODC Other Direct Costs PIPO Phase In/Phase Out POC Point of Contact PRS Performance Requirements Summary PWS Performance Work Statement

QA Quality Assurance QAP Quality Assurance Program QASP Quality Assurance Surveillance Plan QC Quality Control QCP Quality Control Program TE Technical Exhibit

PART 3

GOVERNMENT FURNISHED PROPERTY,…