Draft_Solicitation.pdf

W9124R-13-R-0001

Section A - Solicitation/Contract Form

SECTION A

Executive Summary

Strategic Vision

The command vision for USAYPG is

"A Team USAYPG that is the premier testing authority - competitive, comprehensive, and accurate; valued and respected by our customers and decision makers; and ensuring the utmost Warfighter success."

This vision of USAYPG is to use fundamental business strategies within the framework of best business practices to achieve positive results whereby meeting future customer requirements in the conduct of test. We will optimize test execution to ensure our customers receive the best service at the lowest cost with renewed emphasis on Mission (Test) Support Services (MTSS) contract execution.

The conduct of test is a business. We have customers (typically program managers or researchers) who bring their materiel to USAYPG and pay for the privilege of collecting data on their systems. The costs are calculated by summing the indirect costs (general range infrastructure and services required, but not necessarily allocable to a specific test) and direct costs (those specifically consumed by the individual test itself). USAYPG has competitors, in that a test customer has some latitude to go to any one of the multitude of DoD and commercial ranges available.

Therefore, in order for us to be successful, we must strive to offer the best product (test) at the lowest cost, in order to garner that business and for USAYPG to continue to grow. The reality is that test is an ever-changing work effort.

In general we know the kinds of testing to perform, and associated best practices (design of experiments or test methodologies) that facilitate efficient test execution. However, the specific materiel to be tested and associated infrastructure necessary to conduct each test changes constantly. Therefore, key to overcoming this challenge is that everyone on the team - military, civilian, and contractor – must remain flexible and adaptable. We must leverage “change” as an opportunity to optimize processes, reduce costs, and find better ways to execute test. As such, “continuous process improvement” is a most-appropriate mentality whereby any and every process that exists is defined, reviewed, and improved to result in process optimization by providing a better product (test) at a lower cost.

USAYPG will focus on quality of service to ensure future success in meeting customer requirements while achieving the appropriate balance between cost, schedule, and performance of the test mission. The MTSS contractor will be an invaluable partner in this endeavor who must themselves ensure of proper optimized performance with focus on continued process improvement and efficiency of operations to support USAYPG's customer-focused mentality and provide the best service possible. The MTSS contractor will bring the necessary skill sets to USAYPG which allow support for sustaining current test and training operations with sufficient reach-back capability for allowing future growth to broaden the customer base at USAYPG through new and different commodity lines (sister service or commercial customers), and through operational testing and training work effort.

Organizational Conflict of Interest Background

1. The Army Test and Evaluation Command (ATEC) plans, integrates, and conducts experiments, developmental testing, independent operational testing, and independent evaluations and assessments in order to provide essential information to acquisition decision-makers and commanders.1 To accomplish this mission, ATEC relies on

1 General Order 13, dated 16 October 2006 contractors to provide test and evaluation support services in the areas of instrumentation, modeling and simulation, test support, data collection, data assessment, and range support services.

2. DoD Directive 5000.01 defines operational testing and evaluation by requiring that military departments establish independent Operational Test Agencies (OTAs). As an independent OTA, ATEC is required to conduct operational testing and evaluation independent of the system developer, the program management office and the acquiring organization.

3. Title 10, United States Code (USC) Section 2399(d) also requires that independent operational test and evaluation of Major Defense Acquisition Programs2 (MDAPs) is conducted independent of system contractor manipulation or influence, unless the system contractor is involved in the actual operation, maintenance, and support of the tested system when deployed in combat. Department of Army Regulation (AR) 73-1 extends this requirement to the independent operational test and evaluation of all programs.

4. U.S. Army Yuma Proving Ground’s (USAYPG) test executing centers currently conduct about five (5) percent integrated operational/developmental testing on behalf of ATEC with a view to this integrated approach increasing throughout the lifetime of this contract. Although operational and developmental testing serves fundamentally different purposes, they are becoming more structured as unified programs that obtain data from many sources and are seamless throughout the acquisition cycle. This approach results in increased opportunities for the use of common support contracts, data collection and instrumentation for operational and developmental testing, resulting in greater efficiencies and lower costs. However, it also increases the risk of a statutory OCI in a combined developmental/operational environment. It is therefore imperative that ATEC test and evaluation mission support contracts remain OCI-free.

5. The Mission and Installation Contracting Command – Yuma Proving Ground (MICC-YPG), in support of its ATEC customer, reviewed the Performance Work Statement (PWS) and its associated documentation, and determined that of the three types of OCI recognized in the Federal Acquisition Regulations (FAR), by the General Accounting Office (GAO) and Court of Federal Claims (CFC), one principally impacts the ATEC Mission (Test) Support Services requirement at USAYPG, which is that of an “impaired objectivity” OCI. Unlike the other two types of OCI, an impaired objectivity OCI generally cannot be mitigated by firewalls through the use of separate corporate divisions, or by limitations on future contracting.

6. Therefore, MICC-YPG has incorporated OCI language from Title 10 USC 2399 and AR 73-1 into this Request For Proposal (RFP) which can be found in detail in Section H – Special Contract Requirements and in the PWS Section C.1.3.

(End Executive Summary)

2 Defined as a DoD acquisition program so designated by the Secretary of Defense or exceeding specified expenditure thresholds. See 10 USC 2430

Section B - Supplies or Services and Prices

NOTES

B.1 ESTIMATED COST AND CONSIDERATION

a. This Cost-Plus-Award-Fee (CPAF) contract requires performance for a Firm-Fixed-Price (FFP) two-month (60-day) phase-in period, a one-year base period of performance from the 1st day of full contract performance, and three one-year option periods, if exercised. It is understood that the actual quantity of effort required in the performance of this contract, may fluctuate from the amount estimated by the parties.

b. Base fee shall be expressed as a fixed dollar amount for the total performance period of the CLIN – Not To Exceed (NTE) 3% of the total estimated cost (exclusive of fee) for that CLIN.

c. Award fee shall be expressed as a fixed dollar amount that represents the maximum amount that may be earned during the performance period of that CLIN.

d. The above notes are applicable to the base period and any option period(s) exercised under this contract. Option periods may be exercised in accordance with the terms of FAR 52.217-9 “Option to Extend the Term of the Contract” within 30 days of contract expiration.

ITEM NO SUPPLIES/SERVICES QUANTITY UNIT UNIT PRICE AMOUNT

0001 2 Months Phase-In USAYPG MTSS

FFP

Provide for Phase-In of Mission (Test) Support Services (MTSS) in support of U.S.

Army Yuma Proving Ground (USAYPG), AZ in accordance with (IAW) the Performance Work Statement (PWS) Period of Performance: 01 Aug 2013 - 30 Sep 2013

FOB: Destination

NET AMT

0001AA 2 Months Phase-In USAYPG MTSS - Priced

FFP

This SubCLIN is for funding and billing purposes. This priced SubCLIN shall be utilized for billing purposes in accordance with the work performed under CLIN 0001 of the contract.

Period of Performance: 01 Aug 2013 - 30 Sep 2013

0002 Job Base Period - USAYPG MTSS

CPAF

Provide non-personal MTSS in support of USAYPG, AZ. Functional areas to be supported under this contract include: Electronic Instrumentation Operation;

Optical, Meteorology & Geodetic Instrumentation Operation; Metrology & Simulation Operation; Computation and Automation; Test Operations and Maintenance; Ammunition Management Operations; Technical and Engineering Services; Range Management Operations; Communication & Information Management Operations; and Data Acquisition and Management. All work shall be performed IAW the attached PWS and all applicable regulations.

Period of Performance: 01 Oct 2013 - 30 Sep 2014

ESTIMATED COST

BASE FEE

SUBTOTAL EST COST + BASE

MAX AWARD FEE

TOTAL EST COST + FEE

0002AA Job Base Period - USAYPG MTSS– Priced

CPAF

These SubCLINs are for funding and billing purposes. The priced SubCLINs under this SubCLIN shall be utilized for billing purposes in accordance with the work performed under CLIN 0002 of the contract.

Period of Performance: 01 Oct 2013 - 30 Sep 2014

SUBTOTAL EST COST + BASE

0003 Each Contractor Manpower Reporting (CMR)

FFP

IAW the PWS sections C.1.6.7 "Accounting for Contract Services" and C.4.3.1.10 Reports - Complete the Annual Contractor Manpower Reporting requirement at the CMR website https://contractormanpower.army.pentagon.mil. The reporting period is from 01 October 2013 – 30 Sep 2014. Reporting shall be completed by 31 October each year.

1001 Job 1st Option - USAYPG MTSS

CPAF

Provide non-personal MTSS in support of USAYPG, AZ. Functional areas to be supported under this contract include: Electronic Instrumentation Operation;

Optical, Meteorology & Geodetic Instrumentation Operation; Metrology & Simulation Operation; Computation and Automation; Test Operations and Maintenance; Ammunition Management Operations; Technical and Engineering Services; Range Management Operations; Communication & Information Management Operations; and Data Acquisition and Management. All work shall be performed IAW the attached PWS and all applicable regulations.

Period of Performance: 01 Oct 2014 - 30 Sep 2015

SUBTOTAL EST COST + BASE

1001AA Job 1st Option - USAYPG MTSS – Priced

CPAF

These SubCLINs are for funding and billing purposes. The priced SubCLINs under this SubCLIN shall be utilized for billing purposes in accordance with the work performed under CLIN 1002 of the contract.

Period of Performance 01 Oct 2014 - 30 Sep 2015

SUBTOTAL EST COST + BASE

1002 Each

CMR

FFP

IAW the PWS sections C.1.6.7 "Accounting for Contract Services" and C.4.3.1.10 Reports - Complete the Annual Contractor Manpower Reporting requirement at the CMR website https://contractormanpower.army.pentagon.mil. The reporting period is from 01 Oct 2014 - 30 Sep 2015. Reporting shall be completed by 31 October each year.

2001 Job 2nd Option - USAYPG MTSS

CPAF

Provide non-personal MTSS in support of USAYPG, AZ. Functional areas to be supported under this contract include: Electronic Instrumentation Operation;

Optical, Meteorology & Geodetic Instrumentation Operation; Metrology & Simulation Operation; Computation and Automation; Test Operations and Maintenance; Ammunition Management Operations; Technical and Engineering Services; Range Management Operations; Communication & Information Management Operations; and Data Acquisition and Management. All work shall be performed IAW the attached PWS and all applicable regulations.

Period of Performance: 01 Oct 2015 - 30 Sep 2016

SUBTOTAL EST COST + BASE

2001AA Job 2nd Option - USAYPG MTSS – Priced

CPAF

These SubCLINs are for funding and billing purposes. The priced SubCLINs under this SubCLIN shall be utilized for billing purposes in accordance with the work performed under CLIN 2002 of the contract.

Period of Performance: 01 Oct 2015 - 30 Sep 2016

SUBTOTAL EST COST + BASE

2002 Each

CMR

FFP

IAW the PWS sections C.1.6.7 "Accounting for Contract Services" and C.4.3.1.10 Reports - Complete the Annual Contractor Manpower Reporting requirement at the CMR website https://contractormanpower.army.pentagon.mil. The reporting period is from 01 Oct 2015 - 30 Sep 2016. Reporting shall be completed by 31

3001 Job 3rd Option - USAYPG MTSS

CPAF

Provide non-personal MTSS in support of USAYPG, AZ. Functional areas to be supported under this contract include: Electronic Instrumentation Operation;

Optical, Meteorology & Geodetic Instrumentation Operation; Metrology & Simulation Operation; Computation and Automation; Test Operations and Maintenance; Ammunition Management Operations; Technical and Engineering Services; Range Management Operations; Communication & Information Management Operations; and Data Acquisition and Management. All work shall be performed IAW the attached Performance Work Statement (PWS) and all applicable regulations.

Period of Performance: 01 Oct 2016 - 30 Sep 2017

SUBTOTAL EST COST + BASE

3001AA Job 3rd Option - USAYPG MTSS – Priced

CPAF

These SubCLINs are for funding and billing purposes. The priced SubCLINs under this SubCLIN shall be utilized for billing purposes in accordance with the work performed under CLIN 3002 of the contract.

Period of Performance: 01 Oct 2016 - 30 Sep 2017

SUBTOTAL EST COST + BASE

CMR

FFP

IAW the PWS sections C.1.6.7 "Accounting for Contract Services" and C.4.3.1.10 Reports - Complete the Annual Contractor Manpower Reporting requirement at the CMR website https://contractormanpower.army.pentagon.mil. The reporting period is from 01 Oct 2016 - 30 Sep 2017. Reporting shall be completed by 31

Section C - Descriptions and Specifications

PERFORMANCE WORK STATEMENT

The Performance Work Statement is listed as Attachment 1 in Section J.

Section E - Inspection and Acceptance

INSPECTION AND ACCEPTANCE TERMS

Supplies/services will be inspected/accepted at:

CLIN INSPECT AT INSPECT BY ACCEPT AT ACCEPT BY

0001 Destination Government Destination Government 0001AA Destination Government Destination Government 0002 Destination Government Destination Government 0002AA Destination Government Destination Government 0003 Destination Government Destination Government 1001 Destination Government Destination Government 1001AA Destination Government Destination Government 1002 Destination Government Destination Government 2001 Destination Government Destination Government 2001AA Destination Government Destination Government 2002 Destination Government Destination Government 3001 Destination Government Destination Government 3001AA Destination Government Destination Government 3002 Destination Government Destination Government

CLAUSES INCORPORATED BY REFERENCE

52.246-3 Inspection Of Supplies Cost-Reimbursement MAY 2001 52.246-5 Inspection Of Services Cost-Reimbursement APR 1984

Section F - Deliveries or Performance

DELIVERY INFORMATION

CLIN DELIVERY DATE QUANTITY SHIP TO ADDRESS UIC

0001 POP 01-AUG-2013 TO

30-SEP-2013

N/A 301 C STEET -YUMA PROVING GROUND

301 C STEET -YUMA PROVING GROUND

YUMA PROVING GROUND

YUMA AZ 85365

W9124R

0001AA POP 01-AUG-2013 TO

30-SEP-2013

N/A (SAME AS PREVIOUS LOCATION)

0002 POP 01-OCT-2013 TO

30-SEP-2014

N/A (SAME AS PREVIOUS LOCATION)

0002AA POP 01-OCT-2013 TO

30-SEP-2014

N/A (SAME AS PREVIOUS LOCATION)

0003 31-OCT-2014 YUMA PROVING GROUND

YUMA PROVING GROUND

301 C STREET YUMA PROVING GROUND

YUMA AZ 85365

1001 POP 01-OCT-2014 TO

30-SEP-2015

N/A 301 C STEET -YUMA PROVING GROUND

301 C STEET -YUMA PROVING GROUND

YUMA PROVING GROUND

YUMA AZ 85365

1001AA POP 01-OCT-2014 TO

30-SEP-2015

N/A (SAME AS PREVIOUS LOCATION)

1002 31-OCT-2015 (SAME AS PREVIOUS LOCATION)

2001 POP 01-OCT-2015 TO

30-SEP-2016

N/A (SAME AS PREVIOUS LOCATION)

2001AA POP 01-OCT-2015 TO

30-SEP-2016

N/A (SAME AS PREVIOUS LOCATION)

2002 31-OCT-2016 (SAME AS PREVIOUS LOCATION)

3001 POP 01-OCT-2016 TO

30-SEP-2017

N/A (SAME AS PREVIOUS LOCATION)

3001AA POP 01-OCT-2016 TO

30-SEP-2017

N/A (SAME AS PREVIOUS LOCATION)

3002 31-OCT-2017 (SAME AS PREVIOUS LOCATION)

52.242-15 Alt I Stop-Work Order (Aug 1989) - Alternate I APR 1984

Section G - Contract Administration Data

CLAUSES INCORPORATED BY FULL TEXT

AC 5152.242-4001 (NOV 2006)

INSTRUCTIONS TO PAYING OFFICE AND ADMINISTRATIVE CONTRACTING OFFICE (NOV 2006)

a. The Contracting Office Representative is:

Name: ______________________________________

Organization Code: ____________________________

Telephone Area Code and Number: ______________ _

DSN: _______________

FAX: __________________

Email: ______________________________________

b. Payment to the contractor shall be made IAW FAR Subpart 32.11, Electronic Funds Transfer.

c. Paying Office information:

Telephone Inquiries: __________________________

FAX: __________________________

INVOICE INSTRUCTIONS

To be provided at time of award. It is anticipated that Wide Area Workflow will be utilized for invoicing.

5152.233-4000 AMC-LEVEL PROTEST (Oct 2011)

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

HQ Army Materiel Command Office of Command Counsel 4400 Martin Road, Room: A6SE040.001 Redstone Arsenal, AL 35898-5000

Facsimile number: (256) 450-8840

Packages sent by FedEx, UPS, or other delivery services should be sent to the same address.

The AMC-level protest procedures are located on the Internet. If Internet access is not available, contact the contracting officer or HQ, AMC to obtain the AMC level-protest procedures.

http://www.amc.army.mil/pa/COMMANDCOUNSEL.asp

POST AWARD CONFERENCE

Within 14 days after contract award an orientation conference will be convened by the Procuring Contracting Officer (PCO). The conference shall be in accordance with FAR 42.503-2.

Section H - Special Contract Requirements

AC 5152.0228-4001 (NOV 2006)

INSURANCE REQUIREMENTS

The following insurance is required as a minimum in accordance with the Federal Acquisition Regulations and the appropriate clause in Section I:

a. Legally Required Insurance: Where certain laws apply, such as state laws governing workman’s compensation and employer’s liability coverage, etc., the contractor, prior to commencement of work, shall furnish the Contracting Officer a written statement that such laws have been complied with and that compliance will continue throughout the period of contract performance. Minimum coverage of $100,000 is required.

b. Comprehensive General Liability and Automobile Liability:

Per Property Each Person Occurrence Damage

Comprehensive None $500,000 None General Liability

Automobile Liability $200,000 $500,000 $20,000

AC 52.232-4001 (JUL 2004)

INCREMENTALLY FUNDED CONTRACT

This contract will be funded in increments. The amount presently available for payment purposes and allotted to this contract is $___________________ to cover performance hereof through __________. From time-to-time additional funds will be allotted to the contract in accordance with contract clauses in Section I entitled “Limitation of Funds.”

AC 52.242-4003 – GOVERNMENT-CONTRACTOR RELATIONSHIPS (JUL 2004)

a. The Government and the contractor understand and agree that the services to be delivered under this contract by the contractor to the Government are non-personal services and the parties recognize and agree that no employer-employee or master-servant relationships exist or will exist under the contract between the Government and the contractor and/or between the Government and the contractor’s employees. It is therefore in the best interest of the Government to afford the parties a full and complete understanding of their respective obligations.

b. Contractor personnel under this contract shall not:

(1) be placed in a position where they are appointed or employed by a Federal Officer, or are under the supervision, direction, or evaluation of a Federal Officer, Military or Civilian.

(2) be placed in a staff or policy making position.

(3) be placed in a position of command, supervision, administration or control over DA Military or Civilian personnel, or personnel of other contractors, or become a part of the Government organization.

(4) be used for the purpose of avoiding manpower ceilings or other personnel rules and regulations of DA or the Civil Service Commission.

(5) be used in administration or supervision of military procurement activities.

c. Employee Relationships:

(1) The services to be performed under this contract do not require the contractor or its employees to exercise personal judgment and discretion on behalf of the Government, but rather the contractor’s employees will act and exercise personal judgment and discretion on behalf of the contractor.

(2) Rules, regulations, directions, and requirements which are issued by command authorities under their responsibility for good order, administration, and security are applicable to all personnel who enter the installation, or who travel on Government transportation. This is not to be construed or interpreted to establish any degree of Government control which is inconsistent with a non-personal services contract.

CONFLICTS OF INTEREST

H-1 CONFLICTS OF INTEREST

(H.1.1) PERSONAL CONFLICT OF INTEREST (PCI).

Since this PWS requires the contractor to provide support involving items developed by commercial firms, the contractor shall not employ any person whose employment under the contract could in any way result in a conflict of interest. The contractor shall not employ any person who is currently an employee of the Department of Army, military or civilian, to perform work under this contract if such employment would create a conflict of interest or be contrary to the policies contained in this PWS. In no event shall such personnel be utilized in a supervisory capacity in the performance of this contract. In addition, the contractor shall not offer a position to any current or former Department of Army employee, military or civilian, who has not first obtained the approvals required by DOD Directive 5500.7-R, Joint Ethics Regulation (JER), and implementing Army Regulations 24. The contractor shall not employ any person who is a family member of either current contractor employees or current ATEC employees (either military or civilian) without first providing personnel qualifications, supervisory chain, and proposed employment duration to the Contracting Officer for review and concurrence.

(H.1.2) ORGANIZATIONAL CONFLICT OF INTEREST (OCI)

A. ATEC requires the Contractor to have the ability to conduct both developmental testing and operational testing without mitigation of potential OCIs. Title 10, US Code Section 2399 prohibits the involvement of a defense contractor in the operational test and evaluation of its own systems and equipment. Consequently, all parties must be particularly sensitive to potential, actual, or perceived organizational conflicts of interest where system contractors are, or appear to be, involved in the operational testing and evaluation of their own equipment or systems, including involvement as a test support contractor. Such involvement is strictly prohibited. The Contractor acknowledges that it is familiar with Title 10 U.S.C. Section 2399 and FAR 9.5 and agrees that it will avoid conflicts of interest and, to the maximum extent possible, the appearance of conflict of interest, in accordance with the principles set forth in the statute and FAR. The contractor also acknowledges that statutory operational testing and evaluation conflicts of interest arising under Title 10 U.S.C. 2399 and Army Regulation 73-1, paragraphs 5-6, may not be mitigated or "firewalled" using the FAR 9.5 procedures.

B. The Contractor agrees, with respect to performance under this contract to abide by the following four

(4) elements of Conflict of Interest provisions:

1. Proprietary Data Exclusions

a. If performance of work requires the contractor to obtain data from another firm that is considered proprietary, the contractor shall comply with DFAR 227.7103-7 and shall provide notification of the execution of a nondisclosure agreement to the Contracting Officer. The Contracting Officer does not require a copy of the nondisclosure agreement.

b. If performance of work requires the contractor to obtain proprietary data from another firm, the contractor shall not utilize that data outside the performance of this contract. The contractor shall not be enriched by the utilization of competitor proprietary data in supplying any systems or components thereof, either as a prime or subcontractor with the Government, to a prime contractor, or as any level of subcontractor.

c. For the purpose of this requirement, proprietary data does not include data which is

(i) known to the receiving party at the time of disclosure, (ii) in the public domain, or (iii) disclosed to the Contractor from another source without violation of the agreement required by subparagraph (a) above.

2. Performance Exclusions, Present Efforts

a. The Contracting Officer may decline to issue a contract to the Contractor after making a determination that an organizational conflict of interest, or the appearance of an organizational conflict of interest exists. Failure by the Government to issue a requirement after such a determination is made is not considered a dispute under FAR 52.233-1 and is not subject to appeal by the Contractor.

b. If performance of any contract requires the contractor to supply technical support related to systems or projects with which the contractor is already directly concerned, either by prime or subcontract, with either another firm or the Government, including, and particularly, the cognizant DOD Program or Project Manager, the contractor shall so immediately inform the Contracting Officer. The contract may be withdrawn in writing at the discretion of the Contracting Officer without recourse by the contractor. Such withdrawal shall be final and not subject to the “Disputes” (FAR 52.233-1) clause of this contract.

c. Further to subparagraph b, above, the Contractor shall not undertake performance of any contract which requires it to supply technical support regarding such systems until the notice is given, and written consent to proceed is issued by the Contracting Officer.

d. Failure of the Contractor to provide the notice required by subparagraph b may result in contract termination. If the Contracting Officer is made aware that the contractor should have provided such notice and did not do so, the contract in question shall be withdrawn. Such withdrawal shall be final and not subject to the “Disputes” clause of this contract.

3. Performance Exclusions, Future Efforts

a. The Contractor shall not be eligible to supply to the Government any systems or components thereof which were the subject of analysis tasked for a period of two years, commencing with the date of final completion.

b. The above requirements shall be made part of any subcontract let by the Contractor for performance of this contract. The Contractor is responsible to ensure the compliance of its subcontractor with these requirements.

4. The above requirements apply equally to all subcontractors.

(End Clause)

PROVISIONS & CLAUSES

52.203–XX, Notice of Potential Organizational Conflict of Interest

(a) Definition. Organizational conflict of interest, as used in this provision, is defined in 52.203–ZZ, Disclosure of Organizational Conflict of Interest after Contract Award.

(b) Notice.

(1) The Contracting Officer has determined that the nature of the work to be performed in the contract resulting from this solicitation is such that it may give rise to organizational conflicts of interest (see subpart 3.12, Organizational Conflicts of Interest).

(2) The following contractors participated in the preparation of the statement of work or other requirements documents, including cost or budget estimates: [NONE]

(c) Proposal requirements.

(1) Assessment. Applying the principles of subpart 3.12, the offeror shall assess whether there is an organizational conflict of interest associated with the offer it plans to submit, including any potential subcontracts.

(2) Disclosure. The offeror shall—

(i) Disclose all relevant information regarding any organizational conflicts of interest, including information about potential subcontracts; and

(ii) Describe any relevant limitations on future contracting, the term of which has not yet expired, to which the offeror or potential subcontractor agreed.

(3) Representation. The offeror represents, by submission of its offer, that to the best of its knowledge and belief it has disclosed all relevant information regarding any organizational conflicts of interest as required in paragraph (c)(2) of this provision.

(4) To the extent that either the offeror or the Government identifies any organizational conflicts of interest on the current contract, the offeror shall explain the actions it intends to use to address such conflicts, e.g., by submitting a mitigation plan and/or accepting a limitation on future contracting.

(5) The Contracting Officer is the final authority in determining whether an organizational conflict of interest exists and whether the organizational conflict of interest has been adequately addressed.

(d) Resultant contract.

(1) If the offeror submits an organizational conflict of interest mitigation plan, the resultant contract will include the Government-approved Mitigation Plan and a clause substantially the same as 52.203–YY, Mitigation of Organizational Conflicts of Interest.

(2) If the resolution of the organizational conflict of interest involves a limitation on future contracting, the resultant contract will include a clause substantially the same as 52.203–YZ, Limitation on Future Contracting.

(End of provision)

52.204–XY, Release of Pre-Award Information

(a) Definition. Nonpublic information, as used in this provision, means any Government or third-party information that—

(1) Is exempt from disclosure under the Freedom of Information Act (5 U.S.C. 552) or otherwise protected from disclosure by statute, Executive order, or regulation; or

(2) Has not been disseminated to the general public, and the Government has not yet determined whether the information can or will be made available to the public.

(b) The Government may need to release some of the nonpublic information submitted by the offeror in connection with this solicitation. By submission of its offer, the offeror agrees that the Government may, in appropriate circumstances, release to its contractors, their subcontractors, and their individual employees, such nonpublic information, subject to the protections referenced at paragraph (d) of this provision.

(c) This provision does not affect the agency’s responsibilities under the Freedom of Information Act or the Procurement Integrity Act.

(d) To receive access to nonpublic information needed to assist in accomplishing agency functions, the contractor that will receive access to the information must be operating under a contract that contains the clause at 52.204– XX, Access to Nonpublic Information, which obligates the contractor to do the following:

(1) Utilize the nonpublic information only for the purposes of performing the services specified in this contract, and not for any other purposes;

(2) Safeguard nonpublic information from unauthorized use and disclosure;

(3) Limit access to the nonpublic information to only those persons who need it to perform services under this contract;

(4) Inform persons who may have access to nonpublic information about their obligations to utilize it only to perform the services specified in this contract and to safeguard that information from unauthorized use and disclosure;

(5) Obtain a signed nondisclosure agreement from each person who may have access to the nonpublic information; and

(6) Report to the Contracting Officer any violations of requirements (1) through (5) of this paragraph as soon as the violation is identified. This report shall include a description of the violation and the proposed actions to be taken by the Contractor in response to the violation, with follow-up reports of corrective actions taken as necessary.

(e) Paragraph (e) of the clause at 52.204–XX, Access to Nonpublic Information, included in the contract of the contractor with access to the nonpublic information provides that the third-party information owner may have the right to pursue third party beneficiary rights against the contractor with access to the information for breaches of the requirements of that clause.

52.204–YZ, Unequal Access to Nonpublic Information

(a) Definition. Nonpublic information, as used in this provision, means any Government or third-party information that—

(1) Is exempt from disclosure under the Freedom of Information Act (5 U.S.C. 552) or otherwise protected from disclosure by statute, Executive order, or regulation; or

(2) Has not been disseminated to the general public, and the Government has not yet determined whether the information can or will be made available to the public.

(b) Pre-proposal requirements. Applying the principles of 4.402, the offeror shall inform the Contracting Officer, prior to the submission of its offer, if it or any of its affiliates possesses any nonpublic information relevant to the current solicitation and provided by the Government, either directly or indirectly; the offeror should also advise the Contracting Officer of any actions that the offeror proposes to take to resolve the situation.

(c) Proposal requirements. If a firewall has been used to mitigate the impact of access to nonpublic information, the offeror represents, to the best of its knowledge and belief, that the firewall was implemented as agreed, and was not breached during the preparation of this offer; or, by checking this box [ ], that the firewall was not implemented or was breached, and additional explanatory information is attached.

52.203–YY, Mitigation of Organizational Conflicts of Interest

(a) Definition. Organizational conflict of interest, as used in this clause, is defined in the clause 52.203–ZZ, Disclosure of Organizational Conflict of Interest after Contract Award.

(b) Mitigation plan. The Government approved Organizational Conflict of Interest Mitigation Plan (Mitigation Plan) and its obligations are hereby incorporated in the contract by reference.

(c) Changes.

(1) Either the Contractor or the Government may propose changes to the Mitigation Plan. Such changes are subject to the mutual agreement of the parties and will become effective only upon written approval of the revised Mitigation Plan by the Contracting Officer.

(2) The Contractor shall update the mitigation plan within 30 days of any changes to the legal construct of its organization, any subcontractor changes, or any significant management or ownership changes.

(d) Noncompliance.

(1) The Contractor shall report to the Contracting Officer any noncompliance with this clause or with the

Mitigation Plan, whether by its own personnel or those of the Government or other contractors.

(2) The report shall describe the noncompliance and the actions the Contractor has taken or proposes to take to mitigate and avoid repetition of the noncompliance.

(3) After conducting such further inquiries and discussions as may be necessary, the Contracting Officer and the Contractor shall agree on appropriate corrective action, if any, or the Contracting Officer shall direct corrective action, subject to the terms of this contract.

(e) Subcontracts. The Contractor shall include the substance of this clause, including this paragraph (e), in subcontracts where the work includes or may include tasks related to the organizational conflict of interest. The terms ‘‘Contractor’’ and ‘‘Contracting Officer’’ shall be appropriately modified to reflect the change in parties.

(End of clause)

52.203–YZ, Limitation on Future Contracting

(a) Limitation. The Contractor and any of its affiliates, shall be ineligible to perform___________ [Contracting Officer to describe the work that the Contractor will be ineligible to perform] as a contractor or as a subcontractor for a period of _______________. [Contracting Officer to determine appropriate length of prohibition.]

(b) Subcontracts. The Contractor shall include the substance of this clause, including this paragraph (b), in subcontracts where the work includes tasks which result in an organizational conflict of interest. The terms ‘‘Contractor’’ and ‘‘Contracting Officer’’ shall be appropriately modified to reflect the change in parties.

52.203–ZZ, Disclosure of Organizational Conflict of Interest After Contract Award

(a) Definition. Organizational conflict of interest, as used in this clause, means a situation in which—

(1) A Government contract requires a contractor to exercise judgment to assist the Government in a matter (such as in drafting specifications or assessing another contractor’s proposal or performance) and the contractor or its affiliates have financial or other interests at stake in the matter, so that a reasonable person might have concern that when performing work under the contract, the contractor may be improperly influenced by its own interests rather than the best interests of the Government; or

(2) A contractor could have an unfair competitive advantage in an acquisition as a result of having performed work on a Government contract, under circumstances such as those described in paragraph (1) of this definition, that put the contractor in a position to influence the acquisition.

(b) If the Contractor identifies an organizational conflict of interest that was not previously addressed and for which a waiver has not been granted, or a change to any relevant facts relating to a previously identified organizational conflict of interest, the Contractor shall make a prompt and full disclosure in writing to the Contracting Officer. Organizational conflicts of interest that arise during performance of the contract, as well as newly discovered conflicts that existed before contract award, shall be disclosed. This disclosure shall include a description of—

(1) The organizational conflict of interest; and

(2) Actions to address the conflict that—

(i) The Contractor has taken or proposes to take; or

(ii) The Contractor recommends that the Government take.

(c) If, in compliance with this clause, the Contractor identifies and promptly reports an organizational conflict of interest that cannot be addressed in a manner acceptable to the Government, the Contracting Officer may terminate for the convenience of the Government—

(1) This contract, except as provided in paragraph (c)(2) of this clause;

(2) If this is a task- or delivery-order contract, the task or delivery order; or

(3) If this is a blanket purchase agreement, the blanket purchase agreement call.

(d) Subcontracts. The Contractor shall include the substance of this clause, including this paragraph (d), in subcontracts where the work includes or may include tasks that may create a potential for an organizational conflict of interest. The terms ‘‘Contractor’’ and ‘‘Contracting Officer’’ shall be appropriately modified to reflect the change in parties.

52.204–XX, Access to Nonpublic Information

(a) Definition. Nonpublic information, as used in this clause, means any Government or third-party information that—

(1) Is exempt from disclosure under the Freedom of Information Act (5 U.S.C. 552) or otherwise protected from disclosure by statute, Executive order, or regulation; or

(2) Has not been disseminated to the general public, and the Government has not yet determined whether the information can or will be made available to the public.

(b) Restrictions on use and disclosure of nonpublic information.

(1) The restrictions provided in this clause are intended to protect both the Government and third-party owners of nonpublic information from unauthorized use or disclosure of such information.

(i) The Contractor shall indemnify and hold harmless the Government, its agents, and employees from every claim or liability, including attorneys fees, court costs, and expenses arising out of, or in any way related to, the misuse or unauthorized modification, reproduction, release, performance, display, or disclosure of any nonpublic information to which it is given access during performance of this contract.

(ii) Third-party owners of nonpublic information to which the Contractor may have access during performance of this contract are third-party beneficiaries with respect to the terms of this clause who, in addition to any other rights they may have, may have the right of direct action against the Contractor to seek damages from any violation of the terms of this clause or to otherwise enforce the terms of this clause.

(2) With regard to any nonpublic information to which the Contractor is given access in performance of this contract, whether the information comes from the Government or from third parties, the Contractor shall—

(i) Utilize the nonpublic information only for the purposes of performing the services specified in this contract, and not for any other purposes;

(ii) Safeguard the nonpublic information from unauthorized use and disclosure;

(iii) Limit access to the nonpublic information to only those persons who need it to perform services under this contract;

(iv) Inform persons who may have access to nonpublic information about their obligations to utilize it only to perform the services specified in this contract and to safeguard it from unauthorized use and disclosure;

(v) Obtain a signed nondisclosure agreement, which at a minimum includes language substantially the same as that found in paragraph (b)(1) and (b)(2)(i) through (iv) of this clause, from each person who may have access to the nonpublic information;

(vi) Provide a copy of any such nondisclosure agreement to the contracting officer upon request; and

(vii) Report to the contracting officer any violations of requirements (i) through (vi) of this paragraph as soon as the violation is identified. This report shall include a description of the violation and the proposed actions to be taken by the contractor in response to the violation, with follow-up reports of corrective actions taken as necessary.

(3) If the Contractor receives information that is marked in a way that indicates the

Contractor should not receive this information, the Contractor shall—

(i) Notify the Contracting Officer;

(ii) Use the information only in accordance with the instructions of the Contracting

Officer; and provisions contained in this contract.

(c) Applicability.

(1) The obligations and prohibitions of paragraph (b) do not apply if the Contractor can demonstrate to the Contracting Officer that the information—

(i) Was in the public domain at the time the information was accessed by the Contractor;

(ii) Was published, after having been accessed by the Contractor, or otherwise becomes part of the public domain through no fault of the Contractor;

(iii) Was lawfully in the Contractor’s possession at the time the Contractor accessed it and was not acquired directly or indirectly—

(A) From the Government; or

(B) Under another Government contract;

(iv) Was received by the Contractor from a party, other than the information owner, who has the authority to release the information and did not require the Contractor to hold it in confidence.

(v) Is or becomes available, on an unrestricted basis in a lawful manner, to a third party from the information owner or someone acting under the control of the information owner;

(vi) Is developed by or for the Contractor independently of the information received from the Government or the information owner and such independent development can be shown;

(vii) Becomes available to the Contractor by wholly lawful inspection or analysis of products offered for sale by the information owner or someone acting under the information owner’s control, or an authorized third-party reseller or distributor; or

(viii) Is provided to a third party by the Contractor with the prior written approval of the information owner.

(2) The Contractor may release nonpublic information to which the Contractor is given access in performance of this contract to a third party pursuant to the lawful order or rules of a United States Court or Federal administrative tribunal or body of competent jurisdiction, provided that the Contractor gives to the information owner prior written notice of such obligation and the opportunity to oppose such disclosure. The Contractor shall provide a copy of the notice to the Contracting Officer at the same time as notice is given to the information owner.

(d) Other contractual restrictions on information. This clause is subordinate to all other contract clauses or requirements that specifically address the access, use, handling, or disclosure of information. If any restrictions or authorizations in this clause are inconsistent with a requirement of any other clause of this contract, the requirement of the other clause shall take precedence over the requirement of this clause.

(e) Remedies available to a third-party information owner. The Contractor’s failure to comply with the requirements of this clause may provide grounds for independent legal action or other remedies available to a third-party information owner based on the protections of paragraph (b)(1) of this clause (third-party beneficiary).

(f) Subcontracts. The Contractor shall include this clause, including this paragraph (f), in subcontracts under which a subcontractor may have access to nonpublic information, The terms ‘‘contract,’’ ‘‘contractor,’’ and ‘‘contracting officer’’ shall be appropriately modified to preserve the Government’s rights.

Alternate I (Date). As prescribed in 4.401– 4(a)(2)(i), add the following paragraph (c)(3) to the basic clause:

(c)(3) The Contractor shall, if requested by the Contracting Officer—

(i) Negotiate and sign an agreement identical, in all material respects, to paragraphs (b)(2) and (c) of this clause, with each entity identified by the Contracting Officer that has provided the Government nonpublic information to which the Contractor must now have access to perform its obligations under this contract; and

(ii) Supply a copy of the executed agreement(s) to the Contracting Officer [within 30 days].

Alternate II (Date).

As prescribed in 4.401– 4(a)(2)(ii), add the following paragraph (c)(3) to the basic clause (if Alternate I is also used, redesignate the following paragraph as (c)(4)):

(c)(3) The Contractor shall, if requested by the Contracting Officer—

(i) Execute a Government-approved agreement with each entity identified by the Contracting Officer to whose facilities or nonpublic information the Contractor is given access; and

(ii) Supply a copy of the executed agreement(s) to the Contracting Officer.

Section I - Contract Clauses

52.202-1 Definitions JAN 2012 52.203-3 Gratuities APR 1984 52.203-5 Covenant Against Contingent Fees APR 1984 52.203-6 Restrictions On Subcontractor Sales To The Government SEP 2006 52.203-7 Anti-Kickback Procedures OCT 2010 52.203-8 Cancellation, Rescission, and Recovery of Funds for Illegal or

Improper Activity

JAN 1997

52.203-10 Price Or Fee Adjustment For Illegal Or Improper Activity JAN 1997 52.203-11 Certification And Disclosure Regarding Payments To

Influence Certain Federal Transactions

SEP 2007

52.203-12 Limitation On Payments To Influence Certain Federal Transactions

OCT 2010

52.203-13 Contractor Code of Business Ethics and Conduct APR 2010 52.203-14 Display of Hotline Poster(s) DEC 2007 52.204-2 Security Requirements AUG 1996 52.204-4 Printed or Copied Double-Sided on Postconsumer Fiber

Content Paper

MAY 2011

52.204-9 Personal Identity Verification of Contractor Personnel JAN 2011 52.204-10 Reporting Executive Compensation and First-Tier Subcontract

Awards

AUG 2012

52.209-5 Certification Regarding Responsibility Matters APR 2010 52.209-6 Protecting the Government's Interest When Subcontracting

With Contractors Debarred, Suspended, or Proposed for Debarment

DEC 2010

52.209-7 Information Regarding Responsibility Matters FEB 2012 52.209-9 Updates of Publicly Available Information Regarding

Responsibility Matters

FEB 2012

52.209-10 Prohibition on Contracting With Inverted Domestic Corporations

MAY 2012

52.211-14 Notice Of Priority Rating For National Defense, Emergency Preparedness, and Energy Program Use

APR 2008

52.211-15 Defense Priority And Allocation Requirements APR 2008 52.215-2 Audit and Records--Negotiation OCT 2010 52.215-8 Order of Precedence--Uniform Contract Format OCT 1997 52.215-11 Price Reduction for Defective Certified Cost or Pricing Data--

Modifications

AUG 2011

52.215-13 Subcontractor Certified Cost or Pricing Data--Modifications OCT 2010 52.215-15 Pension Adjustments and Asset Reversions OCT 2010 52.215-18 Reversion or Adjustment of Plans for Postretirement Benefits

(PRB) Other than Pensions

JUL 2005

52.215-19 Notification of Ownership Changes OCT 1997 52.215-22 Limitations on Pass-Through Charges--Identification of

Subcontract Effort

OCT 2009

52.215-23 Limitations on Pass-Through Charges OCT 2009 52.216-7 Allowable Cost And Payment JUN 2011 52.217-5 Evaluation Of Options…