Common use of Disclosure of Potential Conflicts of Interest Clause in Contracts

Disclosure of Potential Conflicts of Interest. The contractor recognizes that during the term of this contract, conditions may change which may give rise to the appearance of a new conflict of interest. In such an event, the contractor shall disclose to the Government information concerning the new conflict of interest. The contractor shall provide, as a minimum, the following information: (1) A description of the new conflict of interest (e.g., additional weapons systems supplier(s), corporate restructuring, new first-tier subcontractor(s), new contract) and identity of parties involved; (2) A description of the work to be performed; (3) The dollar amount; (4) The period of performance; and (5) A description of the contractor's internal controls and planned actions, to avoid any potential organizational conflict of interest. * To be determined at award of individual task order. Task orders issued under the contract will specify to which suppliers and/or equipment subparagraph (e) restrictions apply. (a) In all situations where contractor personnel status is not obvious, all contractor personnel are required to identify themselves to avoid creating an impression to the public, agency officials, or Congress that such contractor personnel are Government officials. This can occur during meeting attendance, through written (letter or email) correspondence or verbal discussions (in person or telephonic), when making presentations, or in other situations where their contractor status is not obvious to third parties. This list is not exhaustive. Therefore, the contractor employee(s) shall: (1) Not by word or deed give the impression or appearance of being a Government employee; (2) Wear appropriate badges visible above the waist that identify them as contractor employees when in Government spaces, at a Government-sponsored event, or an event outside normal work spaces in support of the contract/order; (3) Clearly identify themselves as contractor employees in telephone conversations and in all formal and informal written and electronic correspondence. Identification shall include the name of the company for whom they work; (4) Identify themselves by name, their company name, if they are a subcontractor the name of the prime contractor their company is supporting, as well as the Government office they are supporting when participating in meetings, conferences, and other interactions in which all parties are not in daily contact with the individual contractor employee; and (5) Be able to provide, when asked, the full number of the contract/order under which they are performing, and the name of the Contracting Officer’s Representative. (b) If wearing a badge is a risk to safety and/or security, then an alternative means of identification maybe utilized if endorsed by the Contracting Officer’s Representative and approved by the Contracting Officer. (c) The Contracting Officer will make final determination of compliance with regulations with regard to proper identification of contractor employees. The Government will give all contractors that are parties to this contract a fair opportunity to be considered for each task order, except as otherwise provided in Federal Acquisition Regulation (FAR) 16.504(b)(2). (a) When giving contractors a fair opportunity the Government may consider technical approach, past performance, management approach, personnel experience, and cost/price factors. However, the Government might not consider all of those factors together. (b) The Government's objective is to keep task order selection procedures simple and inexpensive for all parties to the contract. Thus, as a general rule, the Government will consider contractors based on (1) information already in its files, (2) price quotations, and (3) past performance under prior orders. In accordance with FAR 16.505(b)(1)(ii), the competition requirements in FAR part 6 and the policies in FAR subpart 15.3 do not apply to the ordering process. However, the Government reserves the right to use more formal procedures when it considers them to be necessary. (c) After it selects a contractor for a task order, the Government may discuss the details of task plans and procedures and negotiate prices with the contractor before issuing the task order. If the Ordering Officer is not satisfied with the progress or outcome of those discussions or negotiations, the Government may reconsider its task order selection decision and then select a different contractor. (a) As referred to in paragraph (b) of FAR Clause 52.216-22, "Indefinite Quantity" of this contract, the contract minimum quantity is a total of [$1,000.00] of the maximum contract price or total estimated cost and fee identified in Section B for the base period only. The maximum quantity is the total "not to exceed" quantity for all items combined as set forth in the schedule. All option periods thereafter [do not] have a guaranteed minimum. (b) If multiple awards are made the minimum guarantee will be: [$1,000.00 per contract.] (a) Orders and requests for proposals are hereby authorized to be issued by facsimile or by electronic commerce (including e-mail and paperless methods of delivery). Nothing in this contract should be read to prohibit these types of orders. In the event of a conflict with any other provision of this contract, this clause shall govern. (b) To the extent the terms "written", "mailed", or "physically delivered" appear in other provisions of this contract, these terms are hereby defined to explicitly include electronic commerce, email, or paperless delivery methods. (a) The following activity(ies) or individual(s) is/are designated as Ordering Officer(s): [Ordering Officers - TBD] The above activity(ies) or individual(s) is/are responsible for soliciting proposals for work under Task Orders, evaluating proposals, issuing Task Orders, and administering any Task Orders placed hereunder. Ordering Officers may negotiate revisions/modifications to Task Orders, but only within the scope of this basic contract (hereinafter "contract"). Ordering Officers have no authority to modify any provision of this contract. Any deviation from the terms of the contract must be submitted to the Procuring Contracting Officer (PCO) for contractual action. Ordering Officers may enter into mutual no cost cancellations of Task Orders under this contract and may reduce the scope of orders/tasks, but a Termination for Convenience or Termination for Default may only be issued by the PCO. (b) The Government contemplates award of [Cost Reimbursement, Cost Plus Fixed Fee (CPFF) and Firm Fixed Price (FFP)] Task Orders under this contract. All orders issued hereunder are subject to the terms and conditions of this contract. The contract shall control in the event of conflict with any order. When mailed, an order shall be “issued” for purposes of this contract at the time the Government deposits the order in the mail, or, if transmitted by other means, when received by the contractor. No work will be performed and no payment will be made except as authorized by a Task Order. (c) All costs associated with presentation, and/or discussion of the contractor’s Task Order proposal, post award Task Order administration (including applicable personnel cost allocations by Task Order) shall not be a direct charge under the task order unless authorized in the contract or Task Order. (d) Task Orders may be issued on either a competitive or non-competitive basis in accordance with paragraph (j). Regardless of whether the Task Order is competitive or non-competitive, oral or written proposals/presentations (as considered appropriate in light of the dollar value, complexity, and scope of work for the Task Order) may be required by the Ordering Officer. In addition: (1) The Government reserves the right to make award based on initial offers. (2) Task Order award(s) will normally be made to the offeror(s) who is determined, under a “best value” evaluation, to best meet the needs of the Government after consideration of all evaluation factors. “Best value” is defined as the procurement process that results in the most advantageous acquisition decisions for the Government and is generally performed through an integrated assessment and trade-off analysis utilizing quality factors such as technical approach, past performance, management approach, personnel experience, and cost/price factors.

Disclosure of Potential Conflicts of Interest. The contractor recognizes that during the term of this contract, conditions may change which may give rise to the appearance of a new conflict of interest. In such an event, the contractor shall disclose to the Government information concerning the new conflict of interest. The contractor shall provide, as a minimum, the following information: (1) A description of the new conflict of interest (e.g., additional weapons systems supplier(s), corporate restructuring, new first-tier subcontractor(s), new contract) and identity of parties involved; (2) A description of the work to be performed; (3) The dollar amount; (4) The period of performance; and (5) A description of the contractor's internal controls and planned actions, to avoid any potential organizational conflict of interest. * To be determined at award of individual task order. Task orders issued under the contract will specify to which suppliers and/or equipment subparagraph (e) restrictions apply.CLAUSES INCORPORATED BY FULL TEXT (a) In all situations where contractor personnel status is not obvious, all contractor personnel are required to identify themselves to avoid creating an impression to the public, agency officials, or Congress that such contractor personnel are Government officials. This can occur during meeting attendance, through written (letter or email) correspondence or verbal discussions (in person or telephonic), when making presentations, or in other situations where their contractor status is not obvious to third parties. This list is not exhaustive. Therefore, the contractor employee(s) shall: (1) Not by word or deed give the impression or appearance of being a Government employee; (2) Wear appropriate badges visible above the waist that identify them as contractor employees when in Government spaces, at a Government-sponsored event, or an event outside normal work spaces in support of the contract/order; (3) Clearly identify themselves as contractor employees in telephone conversations and in all formal and informal written and electronic correspondence. Identification shall include the name of the company for whom they work; (4) Identify themselves by name, their company name, if they are a subcontractor the name of the prime contractor their company is supporting, as well as the Government office they are supporting when participating in meetings, conferences, and other interactions in which all parties are not in daily contact with the individual contractor employee; and (5) Be able to provide, when asked, the full number of the contract/order under which they are performing, and the name of the Contracting Officer’s Representative. (b) If wearing a badge is a risk to safety and/or security, then an alternative means of identification maybe utilized if endorsed by the Contracting Officer’s Representative and approved by the Contracting Officer. (c) The Contracting Officer will make final determination of compliance with regulations with regard to proper identification of contractor employees. CLAUSES INCORPORATED BY FULL TEXT Offerors who propose teaming arrangements on an exclusive basis will be evaluated to determine whether such teaming agreements inhibit competition. In order for the Government to evaluate whether the proposed agreements inhibit competition, offerors are required to (1) provide a copy of all teaming arrangements, and (2) explain why the teaming arrangements do not inhibit competition. The documentation must include, but is not limited to: structure of the teaming arrangement, responsibilities, and liabilities; financial responsibility; managerial responsibility and accountability; and applicable legal documents. The burden of proving that any exclusive teaming arrangement proposed does not restrict competition shall rest with the offeror. Offerors are advised that should the Government will give all contractors determine that are parties any such proposed, exclusive teaming arrangement inhibits competition, (1) that determination may render the offeror's proposal ineligible for award, and (2) the Contracting Officer shall forward the matter to this contract a fair opportunity to be considered for each task order, except the appropriate authorities as otherwise provided in prescribed by Federal Acquisition Regulation (FAR) 16.504(b)(2). (a) When giving contractors a fair opportunity the Government may consider technical approach, past performance, management approach, personnel experience, and cost/price factorsPart 3.3. However, the Government might not consider all of those factors together. (b) The Government's objective is to keep task order selection procedures simple and inexpensive for all parties to the contract. Thus, as a general rule, the Government will consider contractors based on (1) information already in its files, (2) price quotations, and (3) past performance under prior orders. In accordance with FAR 16.505(b)(1)(ii), the competition requirements in FAR part 6 and the policies in FAR subpart 15.3 do not apply to the ordering process. However, the Government reserves the right to use more formal procedures when it considers them to be necessary. (c) After it selects a contractor for a task order, the Government may discuss the details of task plans and procedures and negotiate prices with the contractor before issuing the task order. If the Ordering Officer is not satisfied with the progress or outcome of those discussions or negotiations, the Government may reconsider its task order selection decision and then select a different contractor.CLAUSES INCORPORATED BY FULL TEXT (a) As referred to in paragraph (b) of FAR Clause 52.216-22, "Indefinite Quantity" of this contract, the contract minimum quantity is a total of [$1,000.00] 1,000.00 of the maximum contract price or total estimated cost and fee identified in Section B for the base period only. The maximum quantity is the total "not to exceed" quantity for all items combined as set forth in the schedule. All option periods thereafter [do not] have a guaranteed minimum. (b) If multiple awards are made the minimum guarantee will be: [$1,000.00 per contract CLAUSES INCORPORATED BY FULL TEXT (a) The Ordering Officer may issue Task Orders that include options under any of the following conditions: (1) The services being acquired are highly unique or specialized; (2) The efforts to be performed are so integrally related that only a single contractor can reasonably perform the work; or (3) Foreseeable additional effort fits the criteria of FAR 16.505(b)(2)(iii) as a logical follow-on. (b) Only those Task Orders for which all awardees were given a fair opportunity to be considered shall include options. For purposes of FAR 52.216-19(b), the base award and each option are separate orders. (c) Prior to exercising an option on a Task Order, the Government will ensure that the contract has adequate quantities and period of performance. The contractor shall not begin performance on requirements in the Task Order option until the Government has exercised the option on the Task Order and, if necessary, the option on the contract.] (d) Award of a Task Order with an option is subject to the conditions of FAR clause 52.217-5, "Evaluation of Options". CLAUSES INCORPORATED BY FULL TEXT (a) Orders and requests for proposals are hereby authorized to be issued by facsimile or by electronic commerce (including e-mail and paperless methods of delivery). Nothing in this contract should be read to prohibit these types of orders. In the event of a conflict with any other provision of this contract, this clause shall govern. (b) To the extent the terms "written", "mailed", or "physically delivered" appear in other provisions of this contract, these terms are hereby defined to explicitly include electronic commerce, email, or paperless delivery methods. CLAUSES INCORPORATED BY FULL TEXT (a) These procedures apply when the contractor identifies needed repairs that are over and above the requirements of the contract and recommends corrective action during contract performance in accordance with DFARS 252.217- 7028, "Over and Above Work". (b) The contractor shall prepare and submit the applicable Over and Above Work Request (OAWR) Form similar to the one attached to this contract to the [specify either ACO or PCO], via the COR, for authorization to proceed. The contractor shall use the OAWR to describe the over and above work that needs to be performed, including any parts and materials, in such detail as necessary to permit a thorough evaluation. The contractor shall attach competitive subcontractor quotes, or, if such quotes are not available, the contractor shall justify the total cost by specifying direct hours by labor category, as well as the type, quantity and cost of the material needed to perform the repair or replacement. The contractor shall also propose a schedule to complete the needed repair or replacement. (c) The COR will review the OAWR submitted by the contractor, and then forward the form to the [specify technical office and other offices requiring a copy] with a recommendation of approval or disapproval, with one copy to [specify either ACO or PCO]. The COR will annotate the form with the reasons for the recommendation. (d) The [specify either ACO or PCO] shall take one of the following actions: (1) Disapprove the OAWR. In this event, the OAWR will be returned to the contractor. A copy will also be provided to the COR. (2) Authorize the OAWR. In this event, a modification (Standard Form 30) will be issued. Upon issuance of the modification, the contractor shall proceed with the repair or replacement effort. (e) To the maximum extent practical, a FFP will be negotiated for this effort prior to the start of the work. In the event that the urgency of the effort does not permit the negotiation of an FFP, then the authorizing modification will establish not-to-exceed (NTE) prices. A sub-line item, under the OAWR line item, will be established to fund the effort. The Government is not responsible for any costs incurred by the contractor that exceed the NTE price established by the modification. (f) Modifications to an OAWR will be effected by Standard Form 30. (g) If the OAWR is issued on an NTE basis, the contractor shall promptly submit a proposal for the OAWR to the [specify either ACO or PCO]. The [specify either ACO or PCO] is responsible for negotiating a FFP for the OAWR and issuing an appropriate modification which establishes a FFP for that amount. The definitizing modification should include the following information: (1) Reference to the OAWR and modification number and any later modification, which relates to that OAWR. (2) The applicable ACRN and fund citation provided in the Accounting and Appropriation Data Block. Any excess funds are to be deobligated. (a) The following activity(iescontractor shall forward an electronic copy of the Material Safety Data Sheet (MSDS) or individual(srequired under FAR Clause 52.223-3, "Hazardous Material Identification and Material Safety Data", to Mar- xxxxxxxxx@xxx.xxxx.xxx and the Naval Inventory Control Point (NICP) is/are designated at xxxxx.xxxxx.xxx@xxxx.xxx. (b) One copy of the MSDS shall be enclosed with the shipping documents. If the shipment is received without an attached copy of the MSDS, the Government has the right to refuse receipt. Each Engineering Change Proposal (ECP) submitted by the Contractor shall identify each item of technical data and computer software delivered by the Contractor under any prior Navy contract required to be revised as Ordering Officer(s): [Ordering Officers - TBD] The above activity(iesa result of the proposed change and shall include an estimated price and cost proposal to furnish the revisions. (a) or individual(s) is/are responsible for soliciting proposals for work under Task Orders, evaluating proposals, issuing Task Orders, and administering any Task Orders placed hereunder. Ordering Officers may negotiate revisions/modifications to Task Orders, but only within During the scope of this basic contract (hereinafter "contract"). Ordering Officers have no authority to modify any provision performance of this contract. Any deviation from , the terms Government may use an independent services contractor (ISC), who is neither an agent nor employee of the contract must Government. The ISC may be used to conduct reviews, evaluations, or independent verification and validations of technical documents submitted to the Procuring Contracting Officer (PCO) for contractual action. Ordering Officers may enter into mutual no cost cancellations of Task Orders under this contract and may reduce the scope of orders/tasks, but a Termination for Convenience or Termination for Default may only be issued by the PCOGovernment during performance. (b) The Government contemplates award use of [Cost Reimbursement, Cost Plus Fixed Fee (CPFF) and Firm Fixed Price (FFP)] Task Orders under this contractan ISC is solely for the convenience of the Government. All orders issued hereunder are subject The ISC has no obligation to the terms and conditions of this contractprime contractor. The contract shall control prime contractor is required to provide full cooperation, working facilities and access to the ISC for the purposes stated in the event of conflict with any order. When mailed, an order shall be “issued” for purposes of this contract at the time the Government deposits the order in the mail, or, if transmitted by other means, when received by the contractor. No work will be performed and no payment will be made except as authorized by a Task Orderparagraph (a) above. (c) All costs associated with presentation, and/or discussion Since the ISC is neither an employee nor an agent of the contractor’s Task Order proposalGovernment, post award Task Order administration (including applicable personnel cost allocations by Task Order) shall any findings, recommendations, analyses, or conclusions of such a contractor are not be a direct charge under those of the task order unless authorized in the contract or Task OrderGovernment. (d) Task Orders may be issued on either a competitive or non-competitive basis in accordance with paragraph (j). Regardless of whether The prime contractor acknowledges that the Task Order is competitive or non-competitive, oral or written proposals/presentations (as considered appropriate in light of the dollar value, complexity, and scope of work for the Task Order) may be required by the Ordering Officer. In addition: (1) The Government reserves has the right to make award based on initial offersuse ISCs as stated in paragraph (a) above. It is possible that under such an arrangement the ISC may require access to or the use of information (other than restricted cost or pricing data), which is proprietary to the prime contractor. (2e) Task Order award(sTo protect any such proprietary information from disclosure or use, and to establish the respective rights and duties of both the ISC and prime contractor, the prime contractor agrees to enter into a direct agreement with any ISC as the Government requires. A properly executed copy (per FAR 9.505-4) of the agreement will normally be made provided to the offeror(s) who is determinedProcuring Contracting Officer. For the purpose of complying with the "Ground and Flight Risk" clause, under a “best value” evaluationthe contractor's premises shall be deemed to be [insert whether site, to best meet e.g., factory, headquarters, etc.], located at [insert the needs location of the Government after consideration of all evaluation factors. “Best value” is defined as the procurement process that results in the most advantageous acquisition decisions for the Government and is generally performed through an integrated assessment and trade-off analysis utilizing quality factors such as technical approachpremises, past performancei.e., management approach, personnel experience, and cost/price factorsaddress].

Disclosure of Potential Conflicts of Interest. The contractor recognizes that during the term of this contractContract, conditions may change which may give rise to the appearance of a new conflict of interest. In such an event, the contractor shall disclose to the Government information concerning the new conflict of interest. The contractor shall provide, as a minimum, the following information: (1) A a description of the new conflict of interest (e.g., additional weapons systems supplier(s), corporate restructuring, new first-tier subcontractor(s), new contract) and identity of parties involved; (2) A a description of the work to be performed; (3) The the dollar amount; (4) The the period of performance; and (5) A a description of the contractor's ’s internal controls and planned actions, actions to avoid any potential organizational conflict of interest. * To be determined at award of individual task order. Task orders issued under the contract will specify NAVAIR 5252.211-9510 CONTRACTOR EMPLOYEES (MAY 2011) (Not applicable to which suppliers and/or equipment subparagraph (e) restrictions applycommercial items as defined by FAR 2.101.) (a) In all situations where contractor personnel status is not obvious, all contractor personnel are required to identify themselves to avoid creating an impression to the public, agency officials, or Congress that such contractor personnel are Government officials. This can occur during meeting attendance, through written (letter or email) correspondence or verbal discussions (in person or telephonic), when making presentations, or in other situations where their contractor status is not obvious to third parties. This list is not exhaustive. Therefore, the contractor employee(s) shall: (1) Not by word or deed give the impression or appearance of being a Government employee; (2) Wear appropriate badges visible above the waist that identify them as contractor employees when in Government spaces, at a Government-sponsored event, or an event outside normal work spaces workspaces in support of the contractContract/order; (3) Clearly identify themselves as contractor employees in telephone conversations and in all formal and informal written and electronic correspondence. Identification shall include the name of the company for whom they work; (4) Identify themselves by name, their company name, if they are a subcontractor the name of the prime contractor their company is supporting, as well as the Government office they are supporting when participating in meetings, conferences, and other interactions in which all parties are not in daily contact with the individual contractor employee; and (5) Be able to provide, when asked, the full number of the contract/order under which they are performing, and the name of the Contracting Officer’s Representative. (b) If wearing a badge is a risk to safety and/or security, then an alternative means of identification maybe utilized if endorsed by the Contracting Officer’s Representative and approved by the Contracting Officer. (c) The Contracting Officer will make final determination of compliance with regulations with regard to proper identification of contractor employees. The Government will give all contractors that are parties to this contract a fair opportunity to be considered for each task order, except as otherwise provided in Federal Acquisition Regulation (FAR) 16.504(b)(2). (a) When giving contractors a fair opportunity In accordance with the Government may consider technical approach, past performance, management approach, personnel experience, and cost/price factors. Howeverrequirements of the Patent Rights clause of this Contract, the Government might not consider all contractor shall submit “Report of those factors togetherInventions and Subcontracts” (DD Form 882) along with written disclosure of inventions to the designated Contract Administrator. (b) The Government's objective is to keep task order selection procedures simple Contract Administrator will forward such reports and inexpensive for all parties disclosures directly to the contractappropriate Patent Counsel, designated below, for review and recommendations, after which the reports will be returned to the Contract Administrator. ThusPatent Counsel Office of Counsel/AIR-11.0 Building 2272/Suite 257 NAVAIRSYSCOMHQ 00000 Xxxx Xxxx/ Unit Xxxxxx Patuxent River, as MD 20670-1547 (c) The above designated Patent Counsel will represent the Procurement Contracting Officer with regard to invention reporting matters arising under this Contract. (d) A copy of each report and disclosure shall be forwarded to the Procuring Contracting Officer. (e) The contractor shall furnish the Contracting Officer a general rule, the Government will consider contractors based on (1) information already in its files, (2) price quotations, and final report within three (3) past performance under prior ordersmonths after completion of the contracted work listing all subject inventions or certifying that there were no such inventions, and listing all subcontracts at any tier containing a patent rights clause or certifying that there were no such subcontracts. In NAVAIR 5252.228-9501 LIABILITY INSURANCE (MAR 1999) (Applies if SELLER will be performing work on a Government installation. The blanks in the clause are completed as follows: a) $200,000 and 500,000; b) $200,000, $500,000, $500,000; c) $100,000; d) $200,000, $500,000, $200,000, $200,000. Not applicable to commercial items as defined by FAR 2.101.) The following types of insurance are required in accordance with the clauses entitled, “FAR 16.505(b)(1)(ii), 52.228-5 INSURANCE--WORK ON A GOVERNMENT INSTALLATION” and “52.228-7 INSURANCE-LIABILITY TO THIRD PERSONS” and shall be maintained in the competition requirements in FAR part 6 minimum amounts shown: (a) Comprehensive General Liability: $200,000 per person and the policies in FAR subpart 15.3 do not apply to the ordering process. However, the Government reserves the right to use more formal procedures when it considers them to be necessary$500,000 per accident for bodily injury. (b) Automobile Insurance: $200,000 per person and $500,000 per accident for bodily injury and $500,000 per accident for property damage. (c) After it selects a contractor for a task orderStandard Xxxxxxx’x Compensation and Employer’s Liability Insurance (or, the Government may discuss the details of task plans where maritime employment is involved, Longshoremen’s and procedures and negotiate prices with the contractor before issuing the task order. If the Ordering Officer is not satisfied with the progress or outcome of those discussions or negotiations, the Government may reconsider its task order selection decision and then select a different contractor. (aHarbor Worker’s Compensation Insurance) As referred to in paragraph (b) of FAR Clause 52.216-22, "Indefinite Quantity" of this contract, the contract minimum quantity is a total of [$1,000.00] of the maximum contract price or total estimated cost and fee identified in Section B for the base period only. The maximum quantity is the total "not to exceed" quantity for all items combined as set forth in the schedule. All option periods thereafter [do not] have a guaranteed minimum. (b) If multiple awards are made the minimum guarantee will be: [amount of $1,000.00 per contract.] (a) Orders and requests for proposals are hereby authorized to be issued by facsimile or by electronic commerce (including e-mail and paperless methods of delivery). Nothing in this contract should be read to prohibit these types of orders. In the event of a conflict with any other provision of this contract, this clause shall govern. (b) To the extent the terms "written", "mailed", or "physically delivered" appear in other provisions of this contract, these terms are hereby defined to explicitly include electronic commerce, email, or paperless delivery methods. (a) The following activity(ies) or individual(s) is/are designated as Ordering Officer(s): [Ordering Officers - TBD] The above activity(ies) or individual(s) is/are responsible for soliciting proposals for work under Task Orders, evaluating proposals, issuing Task Orders, and administering any Task Orders placed hereunder. Ordering Officers may negotiate revisions/modifications to Task Orders, but only within the scope of this basic contract (hereinafter "contract"). Ordering Officers have no authority to modify any provision of this contract. Any deviation from the terms of the contract must be submitted to the Procuring Contracting Officer (PCO) for contractual action. Ordering Officers may enter into mutual no cost cancellations of Task Orders under this contract and may reduce the scope of orders/tasks, but a Termination for Convenience or Termination for Default may only be issued by the PCO. (b) The Government contemplates award of [Cost Reimbursement, Cost Plus Fixed Fee (CPFF) and Firm Fixed Price (FFP)] Task Orders under this contract. All orders issued hereunder are subject to the terms and conditions of this contract. The contract shall control in the event of conflict with any order. When mailed, an order shall be “issued” for purposes of this contract at the time the Government deposits the order in the mail, or, if transmitted by other means, when received by the contractor. No work will be performed and no payment will be made except as authorized by a Task Order. (c) All costs associated with presentation, and/or discussion of the contractor’s Task Order proposal, post award Task Order administration (including applicable personnel cost allocations by Task Order) shall not be a direct charge under the task order unless authorized in the contract or Task Order100,000. (d) Task Orders may be issued on either a competitive or non-competitive basis in accordance with paragraph (j)Aircraft public and passenger liability: $200,000 per person and $500,000 per occurrence for bodily injury, other than passenger liability; $200,000 per occurrence for property damage. Regardless Passenger bodily injury liability limits of whether the Task Order is competitive or non-competitive$200,000 per passenger, oral or written proposals/presentations (as considered appropriate in light of the dollar value, complexity, and scope of work for the Task Order) may be required multiplied by the Ordering Officer. In addition: (1) The Government reserves the right to make award based on initial offersnumber of seats or number of passengers, whichever is greater. (2) Task Order award(s) will normally be made to the offeror(s) who is determined, under a “best value” evaluation, to best meet the needs of the Government after consideration of all evaluation factors. “Best value” is defined as the procurement process that results in the most advantageous acquisition decisions for the Government and is generally performed through an integrated assessment and trade-off analysis utilizing quality factors such as technical approach, past performance, management approach, personnel experience, and cost/price factors.

Disclosure of Potential Conflicts of Interest. The contractor recognizes that during the term of this contract, conditions may change which may give rise to the appearance of a new conflict of interest. In such an event, the contractor shall disclose to the Government information concerning the new conflict of interest. The contractor shall provide, as a minimum, the following information: (1) A description of the new conflict of interest (e.g., additional weapons systems supplier(s), corporate restructuring, new first-tier subcontractor(s), new contract) and identity of parties involved; (2) A description of the work to be performed; (3) The dollar amount; (4) The period of performance; and (5) A description of the contractor's internal controls and planned actions, to avoid any potential organizational conflict of interest. * To be determined at award of individual task order. Task orders issued under the contract will specify to which suppliers and/or equipment subparagraph (e) restrictions apply.CLAUSES INCORPORATED BY FULL TEXT (a) In all situations where contractor personnel status is not obvious, all contractor personnel are required to identify themselves to avoid creating an impression to the public, agency officials, or Congress that such contractor personnel are Government officials. This can occur during meeting attendance, through written (letter or email) correspondence or verbal discussions (in person or telephonic), when making presentations, or in other situations where their contractor status is not obvious to third parties. This list is not exhaustive. Therefore, the contractor employee(s) shall: (1) Not by word or deed give the impression or appearance of being a Government employee; (2) Wear appropriate badges visible above the waist that identify them as contractor employees when in Government spaces, at a Government-sponsored event, or an event outside normal work spaces in support of the contract/order; (3) Clearly identify themselves as contractor employees in telephone conversations and in all formal and informal written and electronic correspondence. Identification shall include the name of the company for whom they work; (4) Identify themselves by name, their company name, if they are a subcontractor the name of the prime contractor their company is supporting, as well as the Government office they are supporting when participating in meetings, conferences, and other interactions in which all parties are not in daily contact with the individual contractor employee; and (5) Be able to provide, when asked, the full number of the contract/order under which they are performing, and the name of the Contracting Officer’s Representative. (b) If wearing a badge is a risk to safety and/or security, then an alternative means of identification maybe utilized if endorsed by the Contracting Officer’s Representative and approved by the Contracting Officer. (c) The Contracting Officer will make final determination of compliance with regulations with regard to proper identification of contractor employees. The Government will give all contractors that are parties to this contract a fair opportunity to be considered for each task order, except as otherwise provided in Federal Acquisition Regulation (FAR) 16.504(b)(2). (a) When giving contractors a fair opportunity the Government may consider technical approach, past performance, management approach, personnel experience, and cost/price factors. However, the Government might not consider all of those factors together. (b) The Government's objective is to keep task order selection procedures simple and inexpensive for all parties to the contract. Thus, as a general rule, the Government will consider contractors based on (1) information already in its files, (2) price quotations, and (3) past performance under prior orders. In accordance with FAR 16.505(b)(1)(ii), the competition requirements in FAR part 6 and the policies in FAR subpart 15.3 do not apply to the ordering process. However, the Government reserves the right to use more formal procedures when it considers them to be necessary. (c) After it selects a contractor for a task order, the Government may discuss the details of task plans and procedures and negotiate prices with the contractor before issuing the task order. If the Ordering Officer is not satisfied with the progress or outcome of those discussions or negotiations, the Government may reconsider its task order selection decision and then select a different contractor. (a) As referred to in paragraph (b) of FAR Clause 52.216-22, "Indefinite Quantity" of this contract, the contract minimum quantity is a total of [$1,000.00] of the maximum contract price or total estimated cost and fee identified in Section B for the base period only. The maximum quantity is the total "not to exceed" quantity for all items combined as set forth in the schedule. All option periods thereafter [do not] have a guaranteed minimum. (b) If multiple awards are made the minimum guarantee will be: [$1,000.00 per contract.]CLAUSES INCORPORATED BY FULL TEXT (a) Orders and requests for proposals are hereby authorized to be issued by facsimile or by electronic commerce (including e-mail and paperless methods of delivery). Nothing in this contract should be read to prohibit these types of orders. In the event of a conflict with any other provision of this contract, this clause shall govern. (b) To the extent the terms "written", "mailed", or "physically delivered" appear in other provisions of this contract, these terms are hereby defined to explicitly include electronic commerce, email, or paperless delivery methods.. CLAUSES INCORPORATED BY FULL TEXT (a) The following activity(ies) or individual(s) is/are designated as Ordering Officer(s): [Ordering Officers - TBD] The above activity(ies) or individual(s) is/are responsible for soliciting proposals for work under Task Orders, evaluating proposals, issuing Task Orders, and administering any Task Orders placed hereunder. Ordering Officers may negotiate revisions/modifications to Task Orders, but only within During the scope of this basic contract (hereinafter "contract"). Ordering Officers have no authority to modify any provision performance of this contract. Any deviation from , the terms Government may use an independent services contractor (ISC), who is neither an agent nor employee of the contract must Government. The ISC may be used to conduct reviews, evaluations, or independent verification and validations of technical documents submitted to the Procuring Contracting Officer (PCO) for contractual action. Ordering Officers may enter into mutual no cost cancellations of Task Orders under this contract and may reduce the scope of orders/tasks, but a Termination for Convenience or Termination for Default may only be issued by the PCOGovernment during performance. (b) The Government contemplates award use of [Cost Reimbursement, Cost Plus Fixed Fee (CPFF) and Firm Fixed Price (FFP)] Task Orders under this contractan ISC is solely for the convenience of the Government. All orders issued hereunder are subject The ISC has no obligation to the terms and conditions of this contractprime contractor. The contract shall control prime contractor is required to provide full cooperation, working facilities and access to the ISC for the purposes stated in the event of conflict with any order. When mailed, an order shall be “issued” for purposes of this contract at the time the Government deposits the order in the mail, or, if transmitted by other means, when received by the contractor. No work will be performed and no payment will be made except as authorized by a Task Orderparagraph (a) above. (c) All costs associated with presentation, and/or discussion Since the ISC is neither an employee nor an agent of the contractor’s Task Order proposalGovernment, post award Task Order administration (including applicable personnel cost allocations by Task Order) shall any findings, recommendations, analyses, or conclusions of such a contractor are not be a direct charge under those of the task order unless authorized in the contract or Task OrderGovernment. (d) Task Orders The prime contractor acknowledges that the Government has the right to use ISCs as stated in paragraph (a) above. It is possible that under such an arrangement the ISC may require access to or the use of information (other than restricted cost or pricing data), which is proprietary to the prime contractor. (e) To protect any such proprietary information from disclosure or use, and to establish the respective rights and duties of both the ISC and prime contractor, the prime contractor agrees to enter into a direct agreement with any ISC as the Government requires. A properly executed copy (per FAR 9.505-4) of the agreement will be issued on either a competitive or non-competitive basis provided to the Procuring Contracting Officer. CLAUSES INCORPORATED BY FULL TEXT The following types of insurance are required in accordance with paragraph (j). Regardless of whether the Task Order is competitive or nonclause entitled, FAR 52.228-competitive5, oral or written proposals/presentations (as considered appropriate "Insurance-- Work on a Government Installation and shall be maintained in light of the dollar value, complexity, and scope of work for the Task Order) may be required by the Ordering Officer. In additionminimum amounts shown: (1a) The Government reserves the right to make award based on initial offersComprehensive General Liability: $200,000 per person and $500,000 per accident for bodily injury. (2b) Task Order award(sAutomobile Insurance: $200,000 per person and $500,000 per accident for bodily injury and $500,000 per accident for property damage. (c) will normally be made to the offeror(sStandard Xxxxxxx'x Compensation and Employer's Liability Insurance (or, where maritime employment is involved, Longshoremen's and Harbor Worker's Compensation Insurance) who is determined, under a “best value” evaluation, to best meet the needs of the Government after consideration of all evaluation factors. “Best value” is defined as the procurement process that results in the most advantageous acquisition decisions minimum amount of $100,000. (d) Aircraft public and passenger liability: $200,000 per person and $500,000 per occurrence for bodily injury, other than passenger liability; $200,000 per occurrence for property damage. Passenger bodily injury liability limits of $200,000 per passenger, multiplied by the Government and number of seats or number of passengers, whichever is generally performed through an integrated assessment and trade-off analysis utilizing quality factors such as technical approach, past performance, management approach, personnel experience, and cost/price factorsgreater.