SYSTEMS ENGINEERING AND TECHNICAL ASSISTANCE CONTRACT (SETAC) - DASG60-96-R-0005 POC Lynne Washburn, Contracting Officer, CSSD-CM-CN, (205) 955-1187, US Army Space and Strategic Defense Command, CSSD-CM-CN, PO Box 1500, Huntsville, AL 35807-3801/106 Wynn Drive, Huntsville, AL 35805-1990. Notification/Clarification - Systems Engineering and Technical Assistance Contract (SETAC), RE: Synopsis DASG60-95-0121, 13 Oct 95 and 1 Nov 95. This synopsis addresses two issues: An upcoming pre-solicitation conference and the Organization Conflict of Interest (OCI) clause for this solicitation and the resultant contract. A pre-solicitation industry conference is scheduled for 13-14 Mar 96, 0900-1600 (registration begins at 0830 each day); this conference will be conducted at the Sparkman Center Auditorium, Redstone Arsenal, Alabama (NOTE: Parking at the Center is limited, therefore it is recommended that you carpool to the greatest extent possible). This two-day event will address both contractual and technical issues, including, but not limited to, the general acquisition strategy, program overviews of the various technologies which will be supported by the resultant contract, and the current acquisition schedule. You should provide the following information, in writing, to the Contracting Officer not later than 14 Feb 96: (1) the name, title/position, and security classification information of each person who plans to attend the conference; (2) any questions/issues you would like to have addressed at the conference. The OCI clause which will be included in the solicitation, as well as the resultant contract, is shown below. ORGANIZATIONAL CONFLICT OF INTEREST CLAUSE: (a) It is recognized by the parties hereto that the effort to be performed by the contractor under this contract includes advisory and assistance services and technical evaluation of other contractors products and consequently it creates potential organizational conflicts of interest such as are contemplated by Federal Acquisition Regulation (FAR) 9.505. It is the intention of the parties that the contractor will not engage in any contractual activities which could cause a conflict of interest with its position under this contract, which may impair its ability to render unbiased advice and recommendations, or in which it may have an unfair competitive advantage as a result of knowledge, information, and experience gained during the performance of this contract. Therefore, the contractor agrees that it will not, at any time without the prior written approval of the Contracting Officer, participate in any U.S. Army Space and Strategic Defense Command (USASSDC), U.S. Army Space Command (ARSPACE), USASSDC-Washington (USASSDC-W), Program Executive Office-Missile Defense (PEO-MD) or High Energy Laser Systems Test Facility (HELSTF) contract as a contractor, subcontractor, or consultant to provide material, equipment or services. Prime contractor restrictions will be applicable except as a source for any competitive acquisition(s) for the Systems Engineering and Technical Assistance Contract(s) (SETAC) or on a sole source basis under a prime contract with the Government. The Contracting Officer will consider the requests for written approval on a case by case basis. This provision shall have effect throughout the period of performance of this contract, any extensions thereof by change order or supplemental agreement, and for one (1) year thereafter. (b) The effort to be performed under this contract includes assistance to the Government during technical evaluations of other contractors' offers and products and consequently creates a potential significant conflict of interest as set forth in FAR 9.505-4. It is the intention of the parties to prevent creation of an unfair competitive advantage as a result of knowledge gained through access to proprietary information. Consequently, the contractor shall (i) enter into a written agreement with the other companies to protect such proprietary information from unauthorized use or disclosure for as long as it remains proprietary; and (ii) refrain from using such proprietary information for any purpose other than providing assistance to the Government during technical evaluation of other contractors' offers or products under this contract. (c) In addition, the contractor shall (i) inculcate upon its employees, through appropriate means such as formal training and promulgation of company policies and procedures, the principles of FAR Subpart 9.5, so that employees will refrain from using or disclosing proprietary information except as provided herein, and (ii) shall obtain from each of its employees, whose responsibility in connection with the work under this contract may be reasonably expected to involve access to such proprietary information, a written agreement, which, in substance, shall provide that such employee will not, during its employment by the contractor, or thereafter, disclose to other than the contractor's employees or sponsor; or use for the employees own benefit; or the future benefit of any individual, corporation, or organization any such proprietary information to which the employee had access to in connection with the work under this contract. (d) An executed copy of all proprietary information agreements, both individual personnel and corporate, shall be furnished to the Contracting Officer within fifteen (15) calendar days of execution. (e) The contractor shall hold the government harmless and indemnify the government as to any cost/loss resulting from the unauthorized use of disclosure of third party proprietary information by the contractor, its employees, subcontracts, or agents. (f) For breach of any of the above restrictions or for nondisclosure or misrepresentation of any relevant facts required to be disclosed concerning this contract, the government may terminate this contract for default, disqualify the contractor for subsequent related contractual efforts, and pursue such other remedies as may be permitted by law or this contract. If, however, in compliance with this clause, the contractor discovers and promptly reports an organizational conflict of interest (or the potential therefor) subsequent to contract award, the contracting officer may terminate this contract for convenience if such termination is deemed to be in the best interest of the government. (g) The contractor will include the provisions of this clause, including this paragraph, in all subcontracts for performance of any portion of this requirement. Subcontract restrictions will be limited to the technical area applicable to that subcontract. The subcontractor shall not participate in any USASSDC; USASSDC-W; PEO-MD; HELSTF or ARSPACE contract in the applicable technical area(s) without written approval of the Contracting Officer. This restriction is applicable throughout the period of performance of the subcontract, and any extensions thereof by change order or supplemental agreement, and for one (1) year thereafter. When the provisions of this clause are included in a subcontract, the term ``contracting officer'' shall represent the head of the Contracts Office of the prime contract. Any deviations or less restrictive coverage deemed necessary or required for a particular subcontract must be submitted to the Government Contracting Officer for approval. Subcontractors, on a case by case basis, may make a request through the prime contractor in accordance with paragraph (a) above, for wavier of the above restrictions. -- END OF CLAUSE --

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