W912PM22Q0047-0001.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:

1. Provide a revised PWS to incorporate battery disposal requirement.

2. Provide responses to questions in attachment titled Questions and Answ ers_20220913.pdf

3. The due date and time for receipt of quotes has not been extended as a result of this amendment.

4. All other terms and conditions remain unchanged.

///////////////////////////////LAST ITEM///////////////////////////////

1. CONTRACT ID CODE PAGE OF PAGES

J 1 31

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

16C. DATE SIGNED

BY 13-Sep-2022

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 W912PM22Q0047

X 9B. DATED (SEE ITEM 11)

06-Sep-2022

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

13-Sep-2022

CODE

U S ARMY CORPS OF ENGINEERS, WILMINGTON

WILMINGTON DISTRICT

ATTN: CONTRACTING DIVISION

69 DARLINGTON AVE

WILMINGTON NC 28403-1343

W912PM 7. ADMINISTERED BY (If other than item 6)

4. REQUISITION/PURCHASE REQ. NO.

CODE

See Item 6

FACILITY CODECODE

EMAIL:TEL:

W912PM22Q0047

SECTION SF 30 BLOCK 14 CONTINUATION PAGE

SUMMARY OF CHANGES

SECTION C - DESCRIPTIONS AND SPECIFICATIONS

The following have been modified:

PERFORMANCE WORK STATEMENT

PERFORMANCE WORK STATEMENT (PWS)

Uninterrupted Power Supply (UPS) Maintenance Services

FORSCOM and USARC Fort Bragg, North Carolina

PART 1

GENERAL INFORMATION

1. GENERAL: This is a non-personal services contract to provide Uninterrupted Power Supply (UPS) battery installation and maintenance services to the United States Army Forces Command (FORSCOM) and United States Reserve Command (USARC) for their Marshall Hall Headquarters on Fort Bragg and Disaster Recover Center on Camp MacKall, NC. The Government shall not exercise any supervision or control over the contract service providers performing the services herein. Such contract service providers shall be accountable solely to the Contractor who, in turn is responsible to the Government. The Contractor, in turn, shall be accountable to the Government for Contractor or subcontractor personnel.

1.1. Description of Services/Introduction: The Contractor shall provide all personnel, supervision, and non-personal services necessary to provide the installation of Government-furnished batteries, perform an initial inspection, perform maintenance (scheduled and unscheduled) and perform needed repairs (scheduled and emergency) on the below listed UPS units located within the following two (2) buildings: FORSCOM/USARC Marshall Hall Headquarters and the Disaster Recovery Center (DRC). The Contractor shall perform in accordance with (IAW) the terms and conditions of the contract and consistently with the established standards in this PWS and contract.

Background: There is a continuing need to perform continuous maintenance and repair on UPS systems along with the replacement of all UPS batteries located within the facilities of FORSCOM/USARC Marshall Hall Headquarters and DRC in order to prevent the premature failure and deterioration of the network systems within both facilities. Marshall Hall is headquarters to the United States Army Forces Command and United States Army Reserve Command on Fort Bragg. The UPS system consists of 9 Toshiba UPS modules (1,640 batteries) and 2 APC UPS modules (384 Battery packs) within Marshall Hall; 1 Toshiba UPS module (160 batteries) located at the DRC. These two commands are headed by a four star and three star General respectively. As a result of the vastness and essential missions of these UPS systems, these systems must be kept at a high state of readiness at all times. Not performing the scheduled and unscheduled maintenance and repairs identified in this PWS on these buildings could adversely affect mission essential tasks of both FORSCOM and USARC.

1.1.1 Pre-existing condition. The Government makes no representation or guarantee as to the condition of the equipment on the start date of the contract. The contractor shall complete an inspection and condition analysis of all equipment listed in Section 5 below, and provide a report identifying any non-operational condition deficiencies, which can be categorized as above normal wear and tear use beyond the scope of preventative maintenance and repair during the first month of the base year performance period. Any repairs resulting from the Government’s approval of the inspection and condition submittal shall be handled by the Government through separate contract action. Following the submittal and Government approval of this inspection and condition submittal report and beginning with the second month of the performance period, the Contractor shall be responsible for performing maintenance and repair in accordance with Section 5: Tasks. No adjustments will be made in contract price relative to the equipment after the inspection and condition submittal at the end of the first month of the base year performance period.

1.2. Objectives: The basic objective includes the following:

1.2.1. Provide qualified/certified Toshiba and APC uninterrupted power supply technicians for UPS maintenance and repairs tasks described in the PWS Section 5.

1.2.2. Perform installation services for a total of 2,184 Government-furnished batteries for these UPS units between 30 September 2022 and 15 November 2022.

1.2.3. Perform an initial inspection and routine scheduled and unscheduled maintenance on the UPS system following life sustainment equipment and systems: general repair and maintenance to identified Government equipment as specified in the PWS Section 5.

1.3. Scope: This scope will include all scheduled and unscheduled work as required to perform all identified maintenance and/or operations support functions. The Contractor shall establish maintenance priorities unless reprioritized by the COR. The Contractor shall schedule checks and services including, but not limited to, adjustments, cleaning, calibration, inspection, and equipment servicing of UPS systems at intervals recommended by the manufacturer and standards within the industry to ensure proper and efficient operation with minimum breakdowns, deterioration, or other deficiencies. Preventive Maintenance shall include repairs or other actions taken to correct deficiencies discovered during preventive maintenance inspections. Any trends of deterioration shall be corrected by the Contractor. Troubleshooting and testing shall be conducted to avoid malfunctions. The Contractor shall notify the COR of all equipment requiring replacement to include battery replacement and installation. The Contractor’s expenditures for preventative maintenance shall be recorded once the work order is completed, to include labor-hours by individual craft, work accomplished, and material expended. The Government intends to obtain without delay any necessary parts and/or material needed to complete the repair, following COR approval of contractor’s request.

1.4. Period of Performance: The contractor must perform an initial inspection of the units prior to 30 September 2022. Batteries shall be installed no later than 15 November 2022. Preventive maintenance services to include emergency repairs will have a period of performance of one (1), twelve (12) month base year, and four (4), twelve

(12) month option years.

1.5. General Information

1.5.1. Quality Control: Quality Control is the responsibility of the Contractor. The Contractor is responsible for the delivery of quality services/supplies to the Government.

1.5.1.1. Quality Control Program: The Government is committed to a highly interactive relationship between quality control by the Contractor and quality assurance by the government recipient of services. This relationship shall be achieved through an effective Prevention Based Quality Control Program dedicated to ensuring the best possible products and services to end users. The Contractor shall provide their final written Quality Control Plan (QCP) for the long-term preventive maintenance and repair services no later than (NLT) ten (10) days after contract award and within five (5) days of any proposed change to the COR and KO. The initial inspection service and battery installation service are not part of the QC plan and may be accomplished simultaneously to the QC plan submission.

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

1.5.1.1.2. The Contractor shall include specifics in the QCP as to the areas to be inspected on a scheduled and unscheduled basis, frequency of inspections, and the title and organizational placement of the inspectors. The Contractor shall also include procedures for meeting mission requirements in the event of a national emergency or natural disaster and control procedures for Government provided equipment, keys and lock combinations.

1.5.1.1.3. The QCP shall describe methods to be used for identifying and preventing defects in the quality of service performed before the level of performance becomes unacceptable.

1.5.1.1.4. The QCP shall describe how records documenting scheduled and unscheduled maintenance and repairs and periodic inspections will be maintained. The QCP shall also state how regular site inspections will be conducted by the Contractor and how any necessary corrective or preventative actions will be documented.

1.5.1.1.5. Within 24 hours of completion of the inspection, the Contractor shall provide, all reports generated as a result of the Contractor’s quality control efforts. For work completed on the weekends and Federal Holidays, the reports shall be submitted by 7:30 am on the next business day. These reports shall include any summary information used to track quality control, including any charts/graphs.

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

1.6.1.2. Non-Conformance Report (NCR): When the Contractor's performance is unsatisfactory, the designated Government representative or Contracting Officer will issue a NCR. The Contractor shall reply in writing within five (5) workdays from the date of receipt of the NCR, giving the reasons for the unsatisfactory performance, corrective action taken, and procedures to preclude recurrence.

1.6.1.3. Quality Assurance: The COR will evaluate the Contractor’s performance under this contract in accordance with the Quality Assurance Surveillance Plan (QASP). This plan is primarily focused on what the COR must do to ensure that the Contractor has performed in accordance with the performance standards. It defines how the performance standards will be applied, the frequency of surveillance, and the minimum acceptable defect rate(s). When an observation indicates defective performance, the COR will require the Contractor or designated on-site representative to initial the observation (checklist) to acknowledge the defective performance. The acknowledgement of the observation does not necessarily constitute Contractor concurrence with the observation, only that the Contractor has been made aware of the defective performance.

1.6.2. Property Management System: N/A

1.6.3. Recognized Federal Holidays: The Contractor shall be responsible for providing services during the duty location's standard business hours (7:00 AM - 4:00 PM), Monday through Friday and may be required to perform unscheduled and emergency maintenance on weekends, including federal holidays. The Contractor may also be required to perform services when the government facility is closed due to local or national emergencies, administrative closings or similar government directed facility closings. Services provided on the weekends may have non-standard and/or extended hours. The Contractor shall at all times maintain an adequate workforce for the uninterrupted performance of all tasks defined within this PWS when the government facility is not closed for the above reasons. When hiring personnel, the Contractor shall keep in mind that the stability and continuity of the workforce are essential to successful performance under this contract. The current recognized federal holidays include:

New Year’s Day Labor Day Martin Luther King Jr.’s Birthday Columbus Day Washington’s Birthday Veteran’s Day Memorial Day Thanksgiving Day Juneteenth Day Christmas Day Independence Day

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

1.6.3.2. When an unforeseen installation closure occurs on a regularly scheduled day of work, the Contractor will have the following options:

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

1.6.3.2.2. Schedule the work on any day that is mutually satisfactory within 3 business days prior to or after the original scheduled date

1.6.4. Hours of Operation: The Contractor shall be responsible for providing all repair and maintenance services, between the hours of 7:00 AM to 4:00 PM Monday through Friday, excluding federal holidays and when the government facility is closed due to local or national emergencies, administrative closings or similar government directed facility closings. The Contractor shall, at all times, maintain an adequate workforce for the uninterrupted performance of all tasks defined within this PWS at all times.

1.6.5. Place of Performance: IAW PARC Policy Alert 14-33, Homeland Security Presidential Directive 12 (HSPD-

12) issued 31 Dec 13. Contractor shall have routine access to Government-controlled facilities. The work to be performed under this contract shall be accomplished at FORSCOM/USARC Marshall Hall HQ and the Disaster Recovery Center (DRC).

1.6.6. Security Requirements: Contractor personnel are required a Government escort in the performance of their duties. Contractor personnel shall comply with all applicable security and safety regulations, guidance, and procedures, including local, referenced in this PWS and in effect at the work sites.

Contractor and all associated subcontractor employees shall comply with applicable installation, facility, and area commander installation and/or facility access and local security policies and procedures (provided by government representatives). The contractor shall also provide all information required for background checks to meet installation access requirements to be accomplished by installation Provost Marshall Office, HQDA and/or local policy. In addition to the changes otherwise authorized by the changes clause of this contract, should the Force Protection Condition (FPCON) at any individual facility or installation change, the Government may require changes in contractor security matters or processes.

1.6.6.1. Physical Security: The Contractor shall be responsible for safeguarding all government equipment, information and property provided for Contractor use. At the close of each work period, government facilities, equipment, and materials shall be secured. At no time shall the Contractor be allowed to remove any Government equipment.

1.6.6.2.1 Physical Security Plan. N/A

1.6.7. Key Control: No keys will be issued to the Contractor by the Government.

1.6.7.1. The Contractor shall prohibit the use of Government issued keys by any persons other than Contractor’s designated personnel. The Contractor shall prohibit the opening of locked areas by Contractor personnel to permit entrance of persons other than Contractor personnel engaged in the performance of assigned work in those areas, or personnel authorized entrance by the COR.

1.6.8. Special Qualifications.

1.6.8.1. General:

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

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

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

1.6.8.1.4. Access and General Protection/Security Policy and Procedures: All Contractor personnel performing work under this contract shall comply with applicable installation, facility and area commander installation/facility access, local security policies and security procedures provided by the Security Manager Government representative. Contractor personnel shall provide all information required for background checks to meet installation access requirements to be accomplished by the installation Provost Marshal Office, Director of Emergency Services or Security Office. Contractor personnel shall comply with all personal identity verification requirements as directed by Department of Defense (DoD), HQ Department of Army (DA) or local policies. In addition to the changes otherwise authorized by this contract, should the Force Protection Condition (FPCON) at any individual facility or installation change, the Government may require changes in Contractor and subcontractor security matters or processes.

1.6.8.1.5. Safety Plan: The Contractor shall perform work requirements in a manner which protects occupants within the area from any harm or injury. Therefore, a safety plan is required for work being performed. The Contractor shall submit Safety Plan within 30 calendar days of contract award and any revisions shall be submitted within five (5) days to the COR and KO.

1.6.8.1.6. Anti-Terrorism Program

1.6.8.1.6.1. Anti-Terrorism (AT) Level I Training: All contractor employees, to include subcontractor employees, requiring access to Army installations, facilities and controlled access areas shall complete AT Level I awareness training within 30 calendar days after contract start date or effective date of incorporation of this requirement into the contract, whichever is applicable. The contractor shall submit certificates of completion for each affected contractor employee and subcontractor employee, to the COR or to the contracting officer, if a COR is not assigned, within 5 calendar days after completion of training by all employees and subcontractor personnel. AT Level I awareness training is available at the following website:

https://atlevel1.dtic.mil/at.

1.6.8.1.6.2. Access and General Protection/Security Policy and Procedures. All contractor and all associated sub-contractors employees shall comply with applicable installation, facility and area commander installation/facility access and local security policies and procedures (provided by the COR). The contractor shall also provide all information required for background checks to meet installation access requirements to be accomplished by installation Provost Marshal Office, Director of Emergency Services or Security Office.

Contractor workforce must comply with all personal identity verification requirements as directed by DOD, HQDA and/or local policy. In addition to the changes otherwise authorized by the changes clause of this contract, should the Force Protection Condition (FPCON) at any individual facility or installation change, the Government may require changes in contractor security matters or processes.

1.6.8.1.6.3. iWATCH and/or CorpsWatch Training. The contractor and all associated sub-contractors shall brief all employees on the local iWATCH, Corps Watch, or See Something, Say Something program (training standards provided by the requiring activity ATO). This local developed training will be used to inform employees of the types of behavior to watch for and instruct employees to report suspicious activity to the COR.

This training shall be completed within 30 calendar days of contract award and within 30 calendar days of new employees commencing performance with the results reported to the COR NLT 5 calendar days after contract award.

1.6.8.1.6.4. Requirement for OPSEC Training. All new contractor employees will complete Level I OPSEC training within 30 calendar days of their reporting for duty. Additionally, all contractor employees must complete annual OPSEC awareness training.

1.6.8.1.6.5. Will be escorted in areas where they may be exposed to classified and/or sensitive materials and/or sensitive or restricted areas. All contract employees, including subcontractor employees who are not in possession of the appropriate security clearance, will be escorted in areas where they may be exposed to classified and/or sensitive materials and/or sensitive or restricted areas.

1.6.9. Post Award Conference/Periodic Progress Meetings: The Contractor agrees to attend any post award conference convened by the contracting activity or contract administration office in accordance with Federal Acquisition Regulation (FAR) Subpart 42.5. The post award conference will also be utilized to ensure contractor understands all HSPD-12 requirements. The KO, COR (and other government personnel) will hold a quarterly progress meet with the Contractor to review the Contractor's performance. At these meetings the KO and COR will apprise the Contractor of how the Government views the Contractor's performance and the Contractor will apprise the Government of problems, if any, being experienced. Appropriate action shall be taken to resolve outstanding issues. These meetings shall be at no additional cost to the Government.

1.6.10. Contracting Officer Representative (COR): The COR will be identified by separate letter of appointment.

The COR monitors all technical aspects of the contract and assists in contract administration. The COR is authorized to perform the following functions: Assures that the Contractor performs the technical requirements of the contract; performs inspections necessary in connection with contract performance; maintains written and oral communications with the Contractor concerning technical aspects of the contract; issues written interpretations of technical requirements, including government drawings, designs, specifications; monitors Contractor's performance and notifies both the KO and Contractor of any deficiencies; coordinates availability of government furnished property, and provides site entry of Contractor personnel. A letter of designation issued to the COR, a copy of which is sent to the Contractor, states the responsibilities and limitations of the COR, especially with regard to changes in cost or price, estimates or changes in delivery dates. The COR is not authorized to change any of the terms and conditions of the resulting contract.

1.6.11. Key Personnel: Key personnel shall not be added to or removed from the contract without express acknowledgement of the COR. Any changes to the working status of these key personnel shall be transmitted (in writing) to the KO/COR within ten (10) work days of the proposed change. If, for any reason, any of the key personnel becomes, or is expected to become, unavailable for work under this contract for a continuous period exceeding 30 work days the contractor shall promptly replace personnel with personnel who possess qualifications equal to or better than that of the original employee. The Contractor shall ensure all key personnel terminated or released from employment under this contract are replaced within ten (10) work days of the termination.

1.6.11.1. The following are considered key personnel by the Government: The contractor shall provide qualified/certified Toshiba and APC technicians for maintenance and repairs tasks described in the PWS Section

5. The Contractor shall also provide a Foreman/Team Leader who shall be responsible for the performance of the work under this contract. The Foreman/Team Leader or Alternate Foreman Team Leader shall have full authority to act for the Contractor on all contract matters relating to maintenance operation of this contract.

1.6.11.2. Qualifications for all Key Personnel:

1.6.11.2.1. Foremen/Team Leader: The Foreman shall meet or exceed the following minimum qualifications:

The Foreman/Team Leader must have a minimum of five (5) years of specialized experience in supervising a team of personnel similar to those required in the performance of UPS Maintenance Operations listed in this

PWS.

1.6.12. Contractor Personnel:

1.6.12.1. Identification of Contractor Personnel: All Contractor personnel attending meetings, answering government telephones, and working in other situations where their contractor status is not obvious to third parties, are required to identify themselves as such to avoid creating an impression in the minds of members of the public that they are government officials.

1.6.12.1.1. Contract Personnel Identification and Appearance: Contractor personnel shall present a neat appearance and be easily recognized as Contractor employees. The Contractor shall provide each employee with a uniform (i.e., pants and shirt) bearing the name of the corporation located on the left shirt pocket.

Uniforms shall be worn by the Contractor employees at all times while performing work under this contract.

Also, each Contractor employee shall wear a visible FORSCOM issued Security Badge when performing work under the contract.

1.6.12.2. Contractor Personnel Appearance and Performance: It is essential that all Contractor personnel meet the highest standards of professionalism and personal integrity. The Contractor shall ensure their personnel do not perform work under the influence of alcohol, illegal prescribed drugs or any other incapacitating agents.

Contractor personnel shall be neatly groomed and dressed in business casual attire to always present a professional appearance.

1.6.13. Organizational Conflict of Interest:

1.6.13.1. Purpose. To aid in ensuring that:

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

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

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

1.6.14. N/A

1.6.15.2. Definitions.

1.6.15.2.1. The term “Contractor” herein used in section 1.6.15., Organizational Conflict of Interest, means: (a) the organization (hereinafter referred to as "it" or "its") entering into this agreement with the Government; (b) all business organizations with which it may merge, join or affiliate now or in the future and in any manner whatsoever, or which hold or may obtain, by purchase or otherwise, direct or indirect control of it; (c) it’s parent organization, if any and any of its present or future subsidiaries, associates, affiliates, or holding companies, and;

(d) any organization or enterprise over which it has direct or indirect control now or in the future.

1.6.15.2.2. The term "proprietary information" for purposes of section 1.6.15., Organizational Conflict of

Interest, means any information considered so valuable by its owners that it is held secret by them and their licensees.

Information furnished voluntarily by the owner without limitations on its use, or which is available without restrictions from other sources, is not considered proprietary.

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

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

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

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

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

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

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

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

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

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

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

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

1.6.15.7. Subcontracts. The Contractor agrees that it will include the provisions in paragraphs 1.6.15.4., 1.6.15.5., and 1.6.15.6., above and this paragraph in consulting agreements, teaming agreements, and subcontracts of all tiers, which involve access to information, or the performance of services described in paragraph 1.6.15.4., above.

The use of section 1.6.15., in such agreements, shall be read by substituting the word "consultant" or "subcontractor" for the word "Contractor" whenever the latter appears.

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

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

1.6.15.10. Representations and Disclosures.

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

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

1.6.15.11. Remedies and Waiver.

1.6.15.11.1. For breach of any of the above restrictions or for non-disclosure or misrepresentation of any relevant facts required to be disclosed concerning this contract, the Government may terminate this contract for default, disqualify the contractor for subsequent related contractual efforts, and pursue such other remedies as may be permitted by law or this contract. If, however, in compliance with section 1.6.15., the Contractor discovers and promptly reports an organizational conflict of interest (or the potential thereof) subsequent to contract award, the KO may terminate this contract for convenience, if such termination is deemed to be in the best interest of the Government.

1.6.15.11.2. The parties recognize that this section has potential effects, which will survive the performance of this contract, and that it is impossible to foresee each circumstance to which it might be applied in the future.

Accordingly, the Contractor may at any time seek a waiver from the cognizant KO by submitting a full written description of the requested waiver and the reasons in support thereof (FAR 9.503).

1.6.16. Phase-Out Period:

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

1.6.16.2.1. To minimize any decreases in productivity and to prevent possible negative impacts on additional services, the outgoing Contractor shall have all personnel on board during the phase-out period. The outgoing Contractor shall be prepared to transition the workload to the newly selected Contractor during the thirty (30) day phase-out period, which will occur at the end of the period of performance of the contractual effort.

1.6.16.2.2. Phase-Out Plan. The incoming Contractor shall develop a phase-out plan to affect a smooth and orderly transfer of contract responsibility to a successor. The plan shall fully describe the Contractor’s approach to the following issues, at a minimum: Inventories and turn-over of government property; removal of Contractor property; reconciliation of all property accounts; turn-in of excess property; data and information transfer; clean-up of Contractor work areas; and security debriefings in accordance with AR 380-5 for incumbent personnel holding security clearances; and any other actions required to ensure continuity of operations. The Contractor shall provide the plan to the COR thirty (30) calendar days before the phase-out period commences.

PART 2

DEFINITIONS & ACRONYMS

2. DEFINITIONS AND ACRONYMS:

2.4. DEFINITIONS:

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

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

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

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

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

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

2.4.7. FACILITY CLEARANCE. A facility clearance (FCL) is an administrative determination that, from a national security standpoint, a facility is eligible for access to classified information at the same or lower classification category as the clearance being granted. The FCL may be granted at the Confidential, Secret, or Top Secret level.

The FCL includes the execution of a Department of Defense Security Agreement (DD Form 441). Under the terms of the agreement, the Government agrees to issue the FCL and inform the Contractor as to the security classification of information to which the Contractor will have access. The Contractor, in turn, agrees to abide by the security requirements set forth in the National Industrial Security Program Operating Manual, commonly referred to as the

NISPOM.

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

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

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

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

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

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

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

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

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

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

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

2.1.20. WORK DAY. The length of time during a day in which the Contractor provides services, in accordance with the contract. Also referred to as Business Day.

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

2.2. ACRONYMS:

AFARS Army Federal Acquisition Regulation Supplement AR Army Regulation AT Anti-Terrorism CAC Common Access Card CFR Code of Federal Regulations COR Contracting Officer Representative CT Compensation Time DA Department of the Army DD250 Department of Defense Form 250 (Receiving Report) DD254 Department of Defense Form 254 DD1466 Building Pass DFARS Defense Federal Acquisition Regulation Supplement DOD Department of Defense FAR Federal Acquisition Regulation FORSCOM United States Army Forces Command GFE Government Furnished Equipment HVAC Heating Ventilation and Air Conditioning IAT Information Assurance Technician IAW In Accordance With IRAPT Invoicing, Receipt, Acceptance, and Property Transfer KO Contracting Officer MICC-FB Mission and Installation Contracting Command – Fort Bragg NCR Non-Conformance Report OCI Organizational Conflict of Interest ODC Other Direct Costs PMS Property Management System

POC Point of Contact PRS Performance Requirements Summary PWS Performance Work Statement QA Quality Assurance QAP Quality Assurance Program QASP Quality Assurance Surveillance Plan QC Quality Control QCP Quality Control Plan OT Overtime TE Technical Exhibit USARC United States Army Reserve Command

PART 3

GOVERNMENT FURNISHED PROPERTY, EQUIPMENT, AND SERVICES

3. GOVERNMENT FURNISHED ITEMS AND SERVICES:

3.1. Utilities: The Government will provide all utilities in the facility to the Contractor for their use in performing tasks outlined in this PWS. The Contractor shall instruct all employees in utilities conservation practices.