Solicitation_W91260-17-R-0001_Amendment_0001.pdf

AMENDMENT OF SOLICITATION/MODIFICATION OF CONTRACT

Except as provided herein, all terms and conditions of the document referenced in Item 9A or 10A, as heretofore changed, remains unchanged and in full force and effect.

15A. NAME AND TITLE OF SIGNER (Type or print)

30-105-04EXCEPTION TO SF 30

APPROVED BY OIRM 11-84

STANDARD FORM 30 (Rev. 10-83)

Prescribed by GSA

FAR (48 CFR) 53.243

The purpose of this amendment is to update the follow ing:

1) Section J: "CIMS III IDIQ PWS dated 24 August 2017" changed to "CIMS III IDIQ PWS dated 19 Sep 17";

2) L-5.4.4.2: "Provide in an electronic spreadsheet format compatible w ith Microsoft Excel a cost summary by major cost elements by contract year, for the f ive year PoP, and six month extenion, in the format at Section J, Attachment 8" changed to "Provide, in an electronic spreadsheet format compatible w ith Microsoft Excel, a cost summary by major cost elements by f iscal year, for the f ive year PoP and six month extension, in the format at Section J, Attachment 8";

3) Space added betw een L-5.4.4.2.4 and L-5.4.4.2.5;

4) L-5.2.3.4 & M-2.4.2.3: d) w as removed;

5) M-2.4.2.3: Added "PWS"

6) Various highlighting removed throughout Sections H, L, & M; and

7) Highlighting added to changes in Sections J & L.

1. CONTRACT ID CODE PAGE OF PAGES

U 1 37

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

16C. DATE SIGNED

BY 21-Sep-2017

16B. UNITED STATES OF AMERICA15C. DATE SIGNED15B. CONTRACTOR/OFFEROR

(Signature of Contracting Officer)(Signature of person authorized to sign)

8. NAME AND ADDRESS OF CONTRACTOR (No., Street, County, State and Zip Code) X W91260-17-R-0001

X 9B. DATED (SEE ITEM 11)

14-Sep-2017

10B. DATED (SEE ITEM 13)

9A. AMENDMENT OF SOLICITATION NO.

11. THIS ITEM ONLY APPLIES TO AMENDMENTS OF SOLICITATIONS

X The above numbered solicitation is amended as set forth in Item 14. The hour and date specified for receipt of Offer is extended, X is not extended.

Offer must acknowledge receipt of this amendment prior to the hour and date specified in the solicitation or as amended by one of the following methods:

(a) By completing Items 8 and 15, and returning copies of the amendment; (b) By acknowledging receipt of this amendment on each copy of the offer submitted;

or (c) By separate letter or telegram which includes a reference to the solicitation and amendment numbers. FAILURE OF YOUR ACKNOWLEDGMENT TO BE

RECEIVED AT THE PLACE DESIGNATED FOR THE RECEIPT OF OFFERS PRIOR TO THE HOUR AND DATE SPECIFIED MAY RESULT IN

REJECTION OF YOUR OFFER. If by virtue of this amendment you desire to change an offer already submitted, such change may be made by telegram or letter, provided each telegram or letter makes reference to the solicitation and this amendment, and is received prior to the opening hour and date specified.

12. ACCOUNTING AND APPROPRIATION DATA (If required)

13. THIS ITEM APPLIES ONLY TO MODIFICATIONS OF CONTRACTS/ORDERS.

IT MODIFIES THE CONTRACT/ORDER NO. AS DESCRIBED IN ITEM 14.

A. THIS CHANGE ORDER IS ISSUED PURSUANT TO: (Specify authority) THE CHANGES SET FORTH IN ITEM 14 ARE MADE IN THE

CONTRACT ORDER NO. IN ITEM 10A.

B. THE ABOVE NUMBERED CONTRACT/ORDER IS MODIFIED TO REFLECT THE ADMINISTRATIVE CHANGES (such as changes in paying office, appropriation date, etc.) SET FORTH IN ITEM 14, PURSUANT TO THE AUTHORITY OF FAR 43.103(B).

C. THIS SUPPLEMENTAL AGREEMENT IS ENTERED INTO PURSUANT TO AUTHORITY OF:

D. OTHER (Specify type of modification and authority)

E. IMPORTANT: Contractor is not, is required to sign this document and return copies to the issuing office.

14. DESCRIPTION OF AMENDMENT/MODIFICATION (Organized by UCF section headings, including solicitation/contract subject matter where feasible.)

10A. MOD. OF CONTRACT/ORDER NO.

2. AMENDMENT/MODIFICATION NO. 5. PROJECT NO.(If applicable)

6. ISSUED BY

3. EFFECTIVE DATE

21-Sep-2017

CODE

ACC-CCAM-CAC

350 VANDENBERG ST

PETERSON AFB CO 80914-4914

W91260 7. ADMINISTERED BY (If other than item 6)

4. REQUISITION/PURCHASE REQ. NO.

CODE

See Item 6

FACILITY CODECODE

EMAIL:TEL:

W91260-17-R-0001

SECTION SF 30 BLOCK 14 CONTINUATION PAGE

SUMMARY OF CHANGES

SECTION H - SPECIAL CONTRACT REQUIREMENTS

The following have been modified:

EXTERNAL TEXT

H-1 TO PROCEDURES

H-1.1 The Contractor shall not incur costs under this contract, unless it is in performance of TOs and TO modifications awarded by the KO. No other costs, including costs incurred due to a change in TO requirements without a modification, are authorized without the express written consent of the KO.

H-1.2 TOs may take the form of definitized Orders in which the approach has been negotiated and accepted, or undefinitized Orders in which the requirement is so urgent that immediate support shall be provided. In the case of undefinitized Orders, the KO will set forth the effort to be accomplished and the not to exceed (NTE) amount, along with a definitization schedule. The Contractor’s requirement for submission of a TO Proposal (TOP) shall commence upon receipt of a TO Request for Proposal (RFP).

H-1.3 The Contractor shall submit to the KO a TOP within 14 calendar days after receiving the TO RFP. TO RFPs, TOPs, and TO awards will be transmitted electronically. The TOP includes a technical/management portion and a cost portion.

H-1.3.1 The technical/management portion shall provide the Contractor's approach to accomplishing the requirements of the TO. The Contractor shall identify risks and a risk mitigation plan. The Contractor shall identify any assumptions made when preparing the TOP. The Contractor shall describe its plan for assuring quality performance to include identifying any metrics it will use to manage the TO. The Contractor shall NOT reiterate the

TO, but shall concentrate the TOP narrative on the approach and rationale supporting the approach. Labor categories proposed shall be supported in terms of rationale/basis for selection, qualifications and relevance of qualifications. When individuals are proposed on more than one TO, the Contractor shall discuss prioritization of effort and shall include a reference depicting the total hours the individual is working on each TO. Deliverables and submission dates shall be included in tabular form. The Contractor shall provide a table that includes the labor category and hours associated with each TO requirement. An oral presentation may be required in lieu of or in addition to the submission of a written TOP.

H-1.3.2 The cost portion shall provide the following information:

H-1.3.2.1 Direct Labor. The Contractor is required to propose unburdened direct labor rates (including fee) for both on-site and off-site labor. The unburdened labor should be applied to the proposed direct labor hours, by labor category, and Contractor fiscal year. The labor categories should be separated by each proposed individual.

H-1.3.2.2 ODCs. The Contractor and subcontractor are required to propose ODCs by major cost sub-element (e.g.

direct material, consultants, etc.). No fee shall be applied to any ODC cost. If ODCs are unknown at the time of the

TO RFP, a plug number will be provided to the Contractor and Contractors will then be directed to propose ODCs as they become known.

H-1.3.2.3 Travel. The contractor and subcontractor are required to propose travel expense detail to include the destination, number of employees traveling, number of days, airfare, lodging, per diem, rental car, and other travel expenses. No fee shall be applied to any travel cost. If travel is unknown at the time of the TO RFP, a plug number will be provided to the Contractor and Contractors will then be directed to propose travel as it becomes known.

H-1.3.2.4 Subcontract Labor. The Contractor is required to propose subcontract labor costs by reporting fully burdened subcontract labor rates (burdened through both subcontract and prime burdens) applied to proposed subcontract labor hours, by labor category, by prime Contractor fiscal year. In addition, total cumulative subcontract labor costs and related subcontract labor hours should be summarized by subcontract labor categories.

H-1.3.2.5 Indirect Expense Rates. The indirect expense rates applied to each of the cost elements discussed above should be based on either budgeted indirect expense rates, Forward Pricing Rate Proposal (FPRP) or Forward

Pricing Rate Agreement (FPRA), billing rates, or actual indirect rate information. The Contractor is required to propose all indirect rates (to include fee) applied to direct labor in the cost proposal.

H-1.3.2.6 Fixed Fee. The Fee on CPFF TOs is a negotiable item. The Contractor may propose any fee for the specific TO, as long as it does not exceed the maximum fee awarded under the basic contract. For TOs involving subcontractors, the subcontractor may charge fee/profit on their proposed labor, and the Prime may charge fee on the

Prime’s proposed labor. The Prime is not allowed to charge a direct pass-through fee on subcontractor labor.

H-1.3.2.7 Cost Narrative. The Contractor is required to provide a cost narrative for each TO proposal. The cost narrative will document the rationale for costs proposed, to include changes in indirect rates, rationale for deviations in proposed labor rates from those proposed on the basic contract, fixed fee justification, etc.

H-1.4 TOs will be issued on a Department of Defense (DD) Form 1155 Order for Supplies or Services and shall incorporate (1) the TO PWS that will be numbered and in the format specified and provided by the Government; and

(2) portions of and/or the entire TOP. TOs will include the required delivery dates or overall PoP, any Government-

Furnished Property (GFP), and deliverables. Deliverables may consist of equipment, prototypes, technical reports, studies, analyses, charts, reports, briefing notes, tabulations, view graphs, computer software, materials, and presentations, as required by each individual TO. The Contractor shall initiate task performance promptly upon the date identified as the PoP start date in the fully executed TO that has been signed by the KO. The signed TO will incorporate all items agreed upon during TOP discussions and/or negotiations.

H-1.5 A TO modification will be issued on a SF 30 Amendment of Solicitation/Modification of Contract and may include a revision to the TO PWS.

H-1.6 Changes. The Contractor shall not exceed the cost specified in each TO without the written approval of the

KO. Any authorized changes to task content, estimated cost, schedules, and final deliverables shall be documented by a modification to the TO. This includes efforts for surge support that were not anticipated at time of TO award.

H-1.7 TO GFP

“Government-furnished property,” as used in the FAR, means property in the possession of, or directly acquired by, the Government and subsequently made available to the contractor.

H-1.7.1 All GFP shall be incorporated and made a part of the TO. However, receipt of GFP is not authorized by this document alone. Such property may be acquired only upon receipt of a fully executed TO or TO modification that specifically authorizes acquisition of the property by the Contractor. Any property acquired by the Contractor without a TO or TO modification authorizing such acquisition, is done so at the Contractor's own risk. All equipment purchased/furnished property on the TO shall be tracked and accounted for by the contractor.

H-1.7.2 The Government will conduct annual audits of the equipment purchased/furnished property under this TO and any follow-on TOs that may be connected to this purchase. The contractor shall provide a status report (location and condition of equipment) to the KO 30 calendar days prior to the end date of the TO. If in the event a transfer of equipment is made to the Government, notification and appropriate documentation shall be provided to the KO.

H-2 TO MINIMUM QUANTITIES

The minimum guaranteed amount of $5,000 represents the Government’s minimum obligation for the total contract.

The minimal amount will be obligated on the first TO awarded.

H-3 EVALUATION OF TO OPTIONS

Except when it is determined IAW FAR 17.206(b) not to be in the Government’s best interests, the Government will evaluate offers for TO award purposes by adding the total price for all TO options to the total price for the basic TO requirement. Evaluation of TO options will not obligate the Government to exercise the TO option(s).

H-4 COMMAND TO OMBUDSMAN

During the performance of this contract, the following official is designated as TO Ombudsman for the CIMS III program. Specific concerns or circumstances surrounding the solicitation, award, or modification of any TO issued hereunder, if not adequately resolved by the applicable KO, shall be directed to this individual.

Commander

U.S Army Aviation and Missile Command

Attn: Mr. Tom Kallam (AMSAM_OB)

Redstone Arsenal, AL 35898

Telephone: (256) 876-6659

H-5 INSURANCE (Reference FAR 52.228-7)

H-5.1 Pursuant to the requirements of the contract clause titled "Insurance-Liability to Third Persons", the contractor shall obtain and maintain at least the following kinds of insurance and minimum liability coverage during any period of contract performance:

H-5.2 Workmen's Compensation and occupational disease coverage as required by law except that, if this contract is to be performed in a State which does not require or permit private insurance, then compliance with the statutory or administrative requirements in any such State will be satisfactory. The required Workmen's Compensation

Insurance shall extend to cover employers' liability for accidental bodily injury or death and for occupational disease with a minimum liability limit of $100,000.

H-5.3 Comprehensive General Liability Insurance in the minimum limit of $500,000 per occurrence for bodily injury liability.

H-5.4 Comprehensive Automotive Liability Insurance with minimum limits of $200,000 per person and $500,000 per occurrence for bodily injury, and a minimum limit of $20,000 per occurrence for property damage.

H-6 ORGANIZATIONAL CONFLICT OF INTEREST (OCI)

H-6.1 The contractor and its employees may have access to sensitive government information, identified as such by the government during contract performance. The contractor agrees to limit access to such information to only its employees who have a need to know such information for contract performance, to protect such information from further disclosure, and to use such information solely for the purpose of contract performance. The contractor agrees to have all employees who will have access to such information to sign a Non-Disclosure Agreement (NDA) protecting such information from disclosure. The Contractor will provide the government a copy of such NDAs.

H-6.2 The work to be performed under this contract may require access to the proprietary data or information from other companies and consequently creates a potential significant conflict of interest as set forth in FAR 9.505-4.

The intent of the Government is to prevent creation of an unfair competitive advantage as a result of knowledge gained through access to proprietary information. The Contractor agrees that it will not willfully or negligently disclose proprietary data or information to unauthorized parties without the prior permission of the Government and that proprietary data or information shall not be duplicated, used or disclosed, in whole or in part, for any purpose other than to accomplish the contracted effort.

H-6.3 The Contractor shall instill upon its employees, through appropriate means, such formal training and circulation of company policies and procedures, the principles of FAR Subpart 9.5, so that employees will refrain from using or disclosing proprietary information except as provided herein. In addition, the Contractor shall obtain, from each of its employees who is involved or expected to be involved with work under this contract, a signed, written agreement promising that the employee:

H-6.3.1 Will not disclose proprietary data or information arising from, connected to or related to the work under this contract during the course of employment and thereafter;

H-6.3.2 Will not disclose such proprietary data or information other than Contractor’s employees, parent company employees or employees of new owner by novation who have a specific need to know, and

H-6.3.3 Will not use such proprietary data or information for the employee's own benefit or the future benefit of any other individual, corporation, or organization to which the employee had access in connection with the work under the contract.

H-6.4 Executed copies of all proprietary data or information or NDAs and employee written agreements shall be furnished to the Government within 15 calendar days of execution.

H-6.5 The Contractor shall hold the Government harmless and indemnify the Government as to any cost or loss resulting from the unauthorized use or disclosure of third party proprietary data or information by the Contractor, its employees, subcontractors, or agents.

H-6.6 The contractor agrees if there is a potential conflict of interest, they will request written approval of the KO before participating in any other acquisition that may have related work. The KO will consider such requests and provide a determination, on a case-by-case basis. Each situation will be examined on the basis of its particular facts and the nature of the proposed support, services or deliverables. The exercise of common sense, good judgment and sound discretion will be employed in determining whether a significant potential conflict exists and, if it does, the development of an appropriate means for resolving it.

H-6.7 For breach of any of the above restrictions or 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 from subsequent related contractual efforts, and pursue such other remedies as may be permitted by law or this contract The contractor agrees that if in compliance with this clause, it discovers a potential conflict of interest (or potential thereof), a prompt and full disclosure shall be made in writing to the KO. This disclosure shall include a description of the actions the Contractor has taken or proposes to take, to avoid or mitigate such conflicts.

H-6.8 The Contractor shall include a clause that includes paragraphs H-6.1, H-6.5, H-6.6, H-6.7, and H-6.8 in all subcontracts. Likewise, a clause that includes paragraphs H-6.3 and H-6.4. shall be included in all subcontracts that may require access to proprietary information of other firms. When paragraphs above are included in a subcontract, the term "KO" shall be changed to equivalent title of the prime Contractor.

H-6.9 If applicable, the Contractor’s OCI mitigation plan, submitted with the Contractor's proposal IAW solicitation paragraph L-5.5.3.10, will be incorporated in Section J of the resultant contract.

H-7 ODCs

H-7.1 Actual cost of materials, plus applicable burdens, consistent with the Contractor’s accounting practices is reimbursable as depicted below. Fee is not allowable. The contractor shall ensure efficient and effective expenditure of government funds. The FAR and all Supplements (except Part 34) shall be used as a guide. The

Contractor’s Purchasing System must be approved either by the DCMA or the KO, and will be subject to review by the KO.

H-7.2 The Government will reimburse the Contractor for material costs, plus applicable burdens, on CPFF TOs as deemed necessary for the performance of assigned tasks. Material costs consist of materials, supplies, equipment, equipment lease, and transportation of equipment. Any property acquired by the Contractor over the micro-purchase threshold, as defined IAW DoD Class Deviation 2017-O0006, Increased Micro-Purchase Threshold (July

2017), without prior authorization by the KO is done so at the Contractor's own risk. Prior to purchases, the contractor shall verify and state that sufficient funds have been provided on the ODC CLIN. All purchases shall be submitted to the TO COR for validation at least two weeks prior to the date the required purchase is needed. The

TO COR will approve purchases less than or equal to the micro-purchase threshold, as defined in DoD Class

Deviation 2017-O0006. For purchases greater than the micro-purchase threshold, the TO COR will submit the package to the KO for approval, along with the TO COR recommendation to approve.

H-7.3 Prior to the purchase, the contractor shall show proof of competition for all purchases over the micro-purchase threshold, as defined IAW DoD Class Deviation 2017-O0006 and document why the recommended source was selected. The Contractor must obtain competition to ensure best value and (or) best price for purchases.

H-7.4 A minimum of three quotes must be obtained from small businesses. If no small businesses can be located or their price is determined unreasonable by the contractor, quotes from large businesses may be obtained.

Documentation shall be included in the approval package explaining why three small business quotes could not be obtained.

H-7.5 Purchases shall comply with FAR Part 25, Buy American Act and the DFARS 211.274, Item Identification and Valuation Requirements.

H-7.6 Purchases are expected to be conducted on a competitive basis. Sole Source or Brand Name Only purchases shall not be made without proper justification provided by the contractor and approved by the KO. Justifications shall fully explain what is being purchased, what minimum requirements must be met, why this is the only company

(sole source) or product (brand name only) that will meet the requirement, and what the consequences will be if another company or product is purchased.

H-7.7 All requisitions will be procured and paid for by the contractor if they are acquired as part of a services TO.

Items will be reimbursed at cost (purchase price) plus applicable burdens. No fee will be paid under the ODC

CLIN. The contractor shall not invoice for reimbursable items until purchase has been received, inspected, and accepted by the TO COR.

H-7.8 Subcontracted Reimbursable Services. The contractor shall ensure that all reimbursable installation services below the micro-purchase threshold (see DoD Class Deviation 2017-O0006) are approved by the TO COR. For installation services exceeding the micro-purchase threshold, the contractor shall obtain a minimum of three independent quotes and must be pre-approved by the KO. All reimbursable subcontracted services shall be approved in writing prior to work start. Reimbursable subcontracted services will be reimbursed according to the paragraph above.

H-8 USE OF GOVERNMENT SOURCES OF SUPPLY

a. Government sources of supply may be utilized for purchases necessary in the performance of this contract.

Wherever practical the Contractor should use existing government-wide contracts. Clauses at FAR 52.251-1 and

DFARS 252.251-7000 are applicable.

b. Only for purchases charged directly to this contract shall title vest with the Government. For property charged as an indirect cost, title shall vest with the purchaser.

c. The Army Computer Hardware Enterprise Software and Solutions (CHESS) program is a mandatory source to use during performance of this contract for the purchase of commercial IT equipment and software. The CHESS website is found at https://chess.army.mil. Waivers to use a non-CHESS vehicle will be processed through the

Information Technology Approval System (ITAS) website for each requirement. The ITAS website is found at https://www.eprobe.army.mil/enterprise-portal/web/itas/home. Commercial IT equipment and software shall be purchased IAW AFARS 5108.74 and AFARS 5139-101-90, Acquisition of Information Technology.

H-9 REIMBURSEMENT OF TRAVEL COSTS

H-9.1 Travel Reimbursement: Fee shall not be permitted for travel or travel related costs. The Government will reimburse the Contractor for Temporary Duty (TDY) and non-local travel as determined to be necessary for the performance of awarded TOs and as approved by the KO or TO COR.

H-9.2 The Government will reimburse the Contractor for actual transportation fare, plus applicable burdens, via the most direct routes. No reimbursement will be made for other than economy class travel costs, either Continental

United States (CONUS) or Outside CONUS (OCONUS), unless allowed by FAR 31.205-46 and the JTR. Incurred costs for delays in route for the Contractor’s convenience will not be reimbursed. Per Diem will be paid at JTR rates or other rates deemed by the Government to be reasonable, allowable and allocable. To the extent available, Government quarters, messing, and surface transportation facilities may be used. The Government will not reimburse the Contractor for local travel. Local travel is defined as travel within the area of a 50 mile radius of the primary place of performance as defined in the contract and each TO. Travel is a non-fee bearing cost. All

Contractor travel costs are subject to FAR 31.205-46.

H-10 ALLOWABLE COSTS (applies to CLIN 0002 and CLIN 0003 only)

H-10.1 In order for man-hours to be invoiced, deliverable services must have been performed in direct support of a requirement of this contract and awarded TOs. In the course of business, situations may arise where government facilities may not be available for performance of TO requirements (i.e., base closure due to weather, force protection conditions, etc.). Contractors are not authorized to work at an alternate location. There may also be occasions when CIMS III support contractors are invited to participate in morale and recreational activities (i.e., holiday parties, golf outings, sports day and other various social events). The Government shall not be billed if contractor employee attends morale and recreational activities. Under these circumstances, contractor employees must comply with individual company policy that is IAW that company’s compensation system. IAW FAR

37.104(b), personal service contracts are prohibited. The Government does not have an employer/employee relationship with contractor employees and therefore is not authorized to grant administrative leave or expend government resources to compensate contractor employees for hours expended on activities not included in the contract. Submission/acceptance of non-work related time as billable under the submission of a public voucher

(invoice) for payment constitutes a false claim that may lead to criminal sanctions, fines, suspension and/or debarment.

H-11 NONPERSONAL SERVICES

H-11.1 The Government will neither supervise contractor employees nor control the method by which the

Contractor performs the required tasks. Under no circumstances shall the Government assign tasks to or prepare work schedules for individual contractor employees. It shall be the responsibility of the contractor to manage their employees and to guard against any actions that are of the nature of personal services or give the perception of personal services. The contractor will train its employees about non-personal services and proper

Government/Contractor relationships. If the Contractor feels that any actions constitute or are perceived to constitute personal services, it shall be the contractor’s further responsibility to notify the KO immediately.

H-11.2 These services shall not be used to perform work of a policy/decision-making or management nature, i.e.

inherently Governmental functions. All decisions relative to programs supported by CIMS III contractors will be the sole responsibility of the Government. Support services will not be ordered to circumvent personnel ceilings, pay limitations, or competitive employment procedures.

H-12 CONTRACTOR WORKFORCE RESPONSIBILITY

H-12.1 It is the contractor's responsibility to provide and maintain a state-of-the-art trained workforce capable of providing the services specified in the TOs issued under this contract. All related training, continuing education, certification courses, and other such events for contractor personnel is the financial responsibility of the contractor and shall not be allowable as a direct charge to this contract or any TO issued unless authorized by the KO within the parameters of this provision. The KO may, on a case-by-case basis, authorize contractor personnel to attend training as a direct charge to a TO if the training meets all of the following conditions:

(1) The training is critical to meeting requirements that are specifically peculiar or unique to the TO;

(2) Such requirements were not included in or known at the time the TO was awarded;

(3) The knowledge gained by attendance cannot be used by the contractor in any other business venture because no other company or Government agency requires such expertise.

(4) Sufficient funding is available on the TO to cover all costs of the training and any associated travel; and

(5) Prior written approval to attend the specific training is received from the cognizant TO COR.

Contractor requests for training authorizations shall be submitted to the TO COR not less than 14 calendar days prior to the event. Such requests shall fully justify the need for the training. Final determination on the allowability of direct-charge contractor training is at the discretion of the KO.

H-12.2 Contractor personnel shall not attend conferences, seminars, symposiums or other similar events as a direct charge to this contract or any TO issued there under unless specifically authorized and directed by the KO. Attendance at such events shall not be authorized or directed unless the attendance is in support of a specific TO and is for one or more of the following purposes:

(1) Attendance is required in order to gather information for the Government, analyze the information, and prepare a formal written report/recommendation to the Government relating to the information.

(2) The conference, seminar, symposium or other related event is unique to a specific technical discipline and the knowledge gained by attendance cannot be used by the contractor in any other business venture because no other company or Government agency requires such expertise.

(3) Attendance is required in order to present a paper on behalf of the Government and such is required IAW the TO requirements.

(4) Attendance is required in order to man a booth at a Government-sponsored conference/symposium and such is required IAW the TO requirements.

H-12.3 It is the sole duty and responsibility of the contractor and/or subcontractor to ensure compliance with all required foreign disclosure and/or Technical Assistance Agreement (TAA) requirements, if applicable. In the absence of a TAA, the contractor has no authority to speak, present a paper, participate in conferences, or participate in discussions/meetings involving foreign entities outside the United States.

H-13 CIMS III CONTRACTOR/TEAM MEMBER/SUBCONTRACTOR IDENTIFICATION

H-13.1 All CIMS III contractor/team member/subcontractor personnel shall be required to wear company identification badges so as to distinguish themselves from government employees. These badges must be visible at all times when working with government personnel. When conversing with government personnel during business meetings, over the telephone or via electronic mail, support contractor/team member/subcontractor personnel shall identify themselves as such to avoid any perception that they may be government employees and to avoid situations arising where sensitive topics might be better discussed solely between government employees. Electronic mail signature blocks shall identify contractor/company affiliation. Documents or reports produced by contractors shall be suitably marked as contractor products or contractor participation appropriately disclosed. Contractor/team members/subcontractors occupying collocated space in a government facility shall identify their workspace area with their name and company/contractor affiliation.

H-14 CHANGES IN CONTRACTOR TEAM STRUCTURE

H-14.1 The composition of the contractor’s core team structure is an integral part of the basis for award of this contract. As such, any changes (additions or deletions) to the existing major subcontractor/team member structure must be approved by the KO. Major subcontractors/team members are entities that the prime contractor anticipates will fulfill a substantial portion of services in performance of the PWS. Substantial portion is defined as performing more than 20% of the overall contract labor value or will be performing an entire functional area (i.e. Help Desk, Systems Administration, etc.).

H-14.2 When requesting such changes, the contractor shall provide the KO at least 30 calendar days advanced notice of its intent. The advanced notice shall include the following information:

(1) The proposed subcontractor’s/team member’s corporate name, corporate address, and Point of Contact

(POC) information (name, phone number, and e-mail address).

(2) A detailed discussion on the role the contemplated subcontractor/team member will serve on the team to include:

(i) Identification of the specific contract PWS functional areas that will be supported;

(ii) The anticipated percentage of DPPH that the subcontractor/team member will perform for each of these functional areas, as well as for the total contract;

(iii) The impact that the addition of the subcontractor/team member will have on the previous allocation of DPPH among existing major subcontractors/team members proposed for the original contract; and

(iv) How/why the addition of the subcontractor/team member will enhance the prime contractor’s ability to satisfy the requirements of the contract.

(3) A cost/price proposal for the proposed subcontractor/team member effort, in the same format and level of detail required by the solicitation for this contract to include a revised Cost/Price Proposal Worksheet incorporating the contemplated subcontractor/team member.

(4) A description of the contemplated subcontractor’s/team member’s recent and relevant performance history. The description shall include up to three contracts/TOs for which it has performed as a prime contractor or subcontractor within the past three years and shall include all past performance information required by the solicitation for this contract.

(5) All information required by paragraph (e)(1) of FAR 52.244-2 not previously provided in response to paragraphs H-14.2(1) through H-14.2(4) above.

The Government’s decision to approve or disapprove the contractor’s request to change its major subcontractor/team member structure will carefully consider the impacts that such changes may have had on the original basis of award for this contract in terms of cost/price, technical and management capability, and past performance.

H-14.3 When adding non-major subcontractors/team members, the contractor shall follow the requirements of FAR

52.244-2. If the contractor does not have an approved purchasing system, advanced notice shall be provided to the

KO pursuant to paragraph (e)(1) of the clause. In addition, the advanced notice and request for subcontract consent shall identify the contract labor categories under which the subcontractor/team member will perform and shall include a statement that such performance shall be within the applicable category rate ceilings specified for the prime contractor in the contract. The contractor, regardless of its purchasing system approval status, shall submit a revised team member/subcontractor listing to the KO on a quarterly basis.

H-15 KEY PERSONNEL

H-15.1 The contractor's organization shall be established with authority to effectively accomplish the objectives of the PWS. This organization shall become effective upon award of the contract and its integrity shall be maintained for the duration of the contract effort.

H-15.2 Prior to permanently replacing or reassigning any key personnel, the contractor shall provide the KO not less than 30 days advance notice and shall submit justification (including proposed substitutions) in sufficient detail to permit evaluation of the impact on the program. No replacement or reassignment shall be made by the Contractor without written consent of the KO. The "Key Personnel" list may be amended from time to time during the course of the contract to either add or delete personnel, as appropriate.

H-16 PUBLIC RELEASE OF INFORMATION

H-16.1 The policies and procedures outlined herein apply to information submitted by the Contractor and his/her subcontractors for approval for public release. Classified or unclassified information for use at classified or internal meetings will be cleared as shown in Department of Defense (DoD) 5220.22-M, National Industrial Security

Program Operating Manual (NISPOM).

H-16.2 All public information materials prepared by the Contractor must be submitted to USASMDC/

ARSTRAT Public Affairs Office for clearance prior to release. These materials include, for example, contractor announcements, technical papers, and responses to news queries that relate to a Contractor's work under this contract.

H-16.3 Once information has been cleared for public release, it does not have to be cleared again for later use. The information must be used in its originally cleared context.

H-16.4 The USASMDC/ARSTRAT Public Affairs Officer is responsible for processing clearance of Contractor originated material for public release. This includes forwarding the material to appropriate Department of the Army

(DA) agencies for actual clearance.

H-16.5 All material to be cleared shall be sent to:

USASMDC/ARSTRAT

ATTN: SMDC-PA-W

350 Vandenberg Street, Building 3

Peterson AFB, CO 80914-4909

Note: Subcontractor proposed public releases must be submitted for approval through the prime Contractor.

H-16.6 The Contractor shall submit the material proposed for public release to the above addressee by a letter of transmittal which states: (1) to whom the material is to be released; (2) the desired date for public release; (3) that the material has been reviewed and approved by officials of the Contractor, or the subcontractor, for public release;

and (4) the applicable contract number.

H-16.7 Six copies of each item, including written material, photographs, drawings, dummy layouts and the like must be submitted at least six weeks in advance of the proposed release date.

H-16.8 The items submitted must be complete. Photographs must have captions.

H-16.9 Abbreviated materials or abstracts may be submitted if the intent is to determine the feasibility of going further in preparing a complete paper for clearance. However, final approval for release or disclosure of the material cannot be given on the basis of abstracts.

H-16.10 Outlines or rough drafts will not be cleared.

H-16.11 During OCONUS support or deployments, if approached by the media seeking interviews or information, the contractor personnel shall contact the in-theater operations center and follow guidance from the in-theater Public

Affairs Office.

H-16.12 Unless otherwise directed by the KO, the contractor shall mark all documents delivered under this contract with “Distribution Statement D,” understanding that Government owner may on its own accord thereafter change distribution to a less restrictive statement, for example Distribution Statement A (public release) without consulting

CIMS III contractor. If and when public release authority is also received, “Distribution Statement D” shall be replaced with “Distribution Statement A”, for public release, on subsequent publications. Failure to mark documents generated under this contract will be considered an oversight by the contractor and Government will treat such documents as if they were properly marked. The contractor shall notify the KO of any disagreements regarding

Government’s unlimited distribution rights on particular documents prior to delivering documents, along with rationale on why documents may need to remain restricted, in the future.

H-17 COMMERCIAL COMPUTER SOFTWARE AND COMPUTER SOFTWARE DOCUMENTATION

H-17.1 The Contractor shall attach, to any proposal, a list, entitled “Commercial Computer Software and Computer

Software Documentation - Identification and Licensing” providing information on all commercial computer software (including and specifically identifying Open Source Software) to be delivered or furnished under each TO.

The List shall provide the following information: (1) identification of the software, including title and version number; (2) purpose/proposed use; (3) applicable license and maintenance fees; (4) whether the license can be transferred to the Government or other Government contractors and whether it will satisfy the ultimate user’s needs;

(5) copy of the license applicable to the Government. For Open Source Software, also identify if the software has been or will be modified, and, if so, by whom; and, whether such modification occurred or will occur by incorporating it into any third party software (if so, identify). The List shall be signed and dated by an official authorized to contractually obligate the Contractor. If there is no information to be included in the List, the

Contractor shall enter "None" as the body of the list. Upon award, the List will become an attachment to the TO and shall be updated as circumstances change.

H-18 INTELLECTUAL PROPERTY (IP)

H-18.1 In the event that the Contractor, while supporting the CIMS III requirements, seeks ownership, copyright, or patent of inventions, computer software, computer documentation, technical data, or other Contractor-developed innovations and initiatives under the applicable IP laws and regulations, the Contactor will promptly notify the KO in writing. Further, if the Contractor determines to use technical data, copyrighted, or patented items protected by IP rights in performance and to be delivered to the Government, the Contractor will notify the KO as soon as possible.

H-19 NONCOMMERCIAL SOFTWARE LICENSES

H-19.1 In addition to the rights stipulated in DFARS 252.227-7014 clause hereof, when software is to be delivered with other than unlimited rights in the Government, the Contractor shall obtain all such software licenses in the

Government’s name. In addition to other rights stated in this contract, it is agreed that the Government shall have the right to rehost software on the computer of a Government Contractor.

H-20 COMMERCIAL SOFTWARE LICENSES

H-20.1 Unless otherwise approved by the KO, commercial computer software licenses shall designate the U.S.

Government as a contingent licensee, able to replace the Contractor as the primary licensee upon notifying the licensor. A copy of the negotiated license shall be furnished to the KO. Per DFARS 227.7202, the terms of the licenses cannot be inconsistent with Federal procurement law and must satisfy user needs. This includes the contractor's/subcontractor's needs for the software to perform this contract and the Government's needs for the software to accomplish the Government's ultimate objectives. At a minimum, this shall include the rights to make an archive copy of the software, to relocate the computer on which the software resides, to re-host the software on a different computer, to permit access by support contractors, and to permit the Government to transfer the license to another contractor.

H-20.2 The contractor shall notify the KO, if it is unable to negotiate some or all of the above terms, and submit alternative terms that may be acceptable. At a minimum, this must include the ability for the license to transfer to the U.S. Government or its contractors.

H-21 DISTRIBUTION CONTROL OF TECHNICAL INFORMATION

H-21.1 The following terms applicable to this clause are defined as follows:

(1) Technical Document. Any recorded information that conveys scientific and technical information or technical data.

(2) Scientific and Technical Information. Communicable knowledge or information resulting from or pertaining to conducting and managing a scientific or engineering research effort.

(3) Technical Data. Recorded information, regardless of form or recording method as defined in DFARS

252.227-7013(a)(14) and 252.227-7015(a)(4) but also includes experimental, developmental, or engineering works that can be used to define an engineering or manufacturing process or to design, procure, produce, support, maintain, operate, repair, or overhaul material. The data may be graphic or pictorial delineations in media such as drawings or photographs, text in specifications or related performance or design type documents, or computer printouts. Examples of technical data include research and engineering data, engineering drawings, and associated lists, specifications, standards, process sheets, manuals, technical reports, catalog item identifications, and related information and computer software documentation.

H-21.2 Except as may otherwise be set forth in awarded TOs, (i) the distribution of any technical document prepared under this contract, in any stage of development or completion, is prohibited without the approval of the

KO and (ii) all technical documents prepared under this contract shall initially be marked with the following distribution statement, warning, and destruction notice:

(1) DISTRIBUTION STATEMENT F Further dissemination only as directed by the KO or higher DoD authority.

(2) WARNING This document contains technical data whose export is restricted by the Arms Export

Control Act (22 U.S.C.§2751 et seq.) or the Export Administration Act of 1979, extended under Executive

Order 13222 which invoked emergency authority under the International Emergency Economic Powers

Act, (50 U.S.C.§ 1702). Violation of these export control laws are subject to severe criminal penalties and fines. Disseminate in accordance with provisions of DoD Directive 5230.25.

(3) DESTRUCTION NOTICE For classified documents, follow the procedures in DoD 5200.22 M, National Industrial Security Manual, Chapter 5, Section 7, or DoD 5200.1-R, Information Security

Program. For unclassified, limited documents, destroy by any method that will prevent disclosure of contents or reconstruction of the document.

H-21.3 As a part of the review of preliminary or working draft technical documents, the Government will determine if a distribution statement less restrictive than Statement F specified above would provide adequate protection. If so, the Government's approval/comments will provide specific instructions on the distribution statement to be marked on the final technical documents before primary distribution.

H-22 SAFEGAURDING COVERED DEFENSE INFORMATION AND CYBER INCIDENT REPORTING

H-22.1 The following terms are defined as follows:

(1) Controlled Technical Information (CTI). Technical information with military or space application that is subject to controls on the access, use, reproduction, modification, performance, display, release, disclosure, or dissemination. Controlled technical information would meet the criteria, if disseminated, for distribution statements B through F using the criteria set forth in DoD Instruction (DODI) 5230.24, Distribution Statements on Technical Documents. The term does not include information that is lawfully publickly available without restrictions.

(2) Technical information. Technical data or computer software as definied in DFARS 252.227-7013, Rights in Technical Data - Noncommercial Items.

H-22.2 The CIMS III TOs are anticipated to contained unclassified CTI. Contractors will be required to comply with DFARS 252.204-7012.

H-22.2.1 TOs with unclassified CTI will be identified within the TO PWS at time of TO RFP submittal.

H-22.3 Below is a list of distribution statements B through F:

DISTRIBUTION STATEMENT B. Distribution authorized to U.S. Government agencies only (reason) (date of determination). Other requests for this document shall be referred to (controlling DoD office).

DISTRIBUTION STATEMENT C. Distribution authorized to U.S. Government agencies and their contractors

(reason) (date of determination). Other requests for this document shall be referred to (controlling DoD office).

DISTRIBUTION STATEMENT D. Distribution authorized to DoD and U.S. DoD contractors only (reason) (date of determination). Other requests for this document shall be referred to (controlling DoD office).

DISTRIBUTION STATEMENT E. Distribution authorized to DoD Components only (reason) (date of determination). Other requests for this document shall be referred to (controlling DoD office).

DISTRIBUTION STATEMENT F. Further dissemination only as directed by (controlling office), (date of determination) or DoD higher authority.

H-23 ACCESS TO GOVERNMENT FACILITIES

H-23.1 The Contractor must comply with local security organization procedures for access to Government facilities at the performance location(s). The Contractor will be required to comply with current access procedures and coordinate with the applicable organizations. The contractor shall use the Trusted Associate Sponsorship System

(TASS) to gain approval for contractor Common Access Card (CAC) for employees, prior to pursuing area access badges, providing the request through the respective contract COR or TO COR providing at a minimum employee’s full name, email address, date of birth, and social security number in an encrypted, electronically-signed email.

H-23.2 In order for the Contractor to gain access to Government facilities and systems and for the Government to maintain accurate accountability records for Contractor personnel supporting the contract, the Contractor will be required to provide a matrix with the following information on individual Contractor employees, working within each Government facility, as follows:

Contractor Name, Phone Number and Email Address

Company

Contract Number

Government COR, TO COR, or Technical Monitor (TM) Name(s), Phone Number, and Email Address

Clearance Level

Requires/Possesses Building Badge

Requires/Possesses CAC Card

Requires/Possesses NIPR/SIPR/JWIX network access

Emergency Essential Designation

Completion of out-processing Requirements, to include badge disposition and network access termination

H-23.3 The above information shall be updated and submitted…