273FCC20R0007-0002.pdf

AMENDMENT OF SOLICITATION/MODIFICATION OF CONTRACT

1. CONTRACT ID CODE

2. AMENDMENT/MODIFICATION NUMBER

3. EFFECTIVE DATE

07/28/2020

4. REQUISITION/PURCHASE REQ. NUMBER

EAC1800002

5. PROJECT NUMBER (If applicable)

CPCCODE

Federal Communications Commission 445 12th Street, SW Washington, DC 20554

6. ISSUED BY CODE7. ADMINISTERED BY (If other than Item 6)

9A. AMENDMENT OF SOLICITATION

NUMBER

273FCC20R0007

CODE FACILITY CODE

8. NAME AND ADDRESS OF CONTRACTOR (Number, street, country, state and ZIP Code) (X)

X 9B. DATED (SEE ITEM 11)

06/26/2020

10A. MODIFICATION OF CONTRACT/ORDER

NUMBER

10B. DATED (SEE ITEM 11)

11. THIS ITEM ONLY APPLIES TO AMENDMENTS OF SOLICITATIONS

X XThe above numbered solicitation is amended as set forth in item 14. The hour and date specified for receipt of Offers is extended, is not extended, Offers 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 electronic communication 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 your desire to change an offer already submitted, such change may be made by letter or electronic communication, provided each letter or electronic communication 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 ONLY APPLIES TO MODIFICATION OF CONTRACTS/ORDERS.

IT MODIFIES THE CONTRACT/ORDER NUMBER AS DESCRIBED IN ITEM 14.

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

ORDER NUMBER 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: 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 solicitaiton/contract subject matter where feasible.)

This amendment is issued to do the following:

Provide an update to the language in Attachment 1.2 - RND TRD (Page 57, Row 9).

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

Dunn, Nereyda

(Signature of person authorized to sign)

15B. CONTRACTOR/OFFEROR 15C. DATE SIGNED

By (Signature of Contracting Officer)

16B. UNITED STATES OF AMERICA 16C. DATE SIGNED

NSN 7540-01-152-8070

Previous edition unusable

STANDARD FORM 30 (REV. 11/2016)

Prescribed by GSA FAR (48 CFR) 53.243

FCC : : FCC

FCC : : FCC

Document Number: 273FCC20R0007 Page 1 of 60

Document Number: 273FCC20R0007 Page 2 of 60

Section 1 - Continuation Sheet

This solicitation incorporates as part of this Schedule the clause titled Terms and Conditions (Basic) – Commercial Item [Continuation of Schedule].

TERMS AND CONDITIONS (BASIC) – COMMERCIAL ITEM [CONTINUATION OF SCHEDULE]

(a) This clause applies to any vendor term, condition, or license (addressed in paragraphs (b) or (c), or both, below) that: is incorporated into this contract directly by the FCC; or is made applicable in any other fashion to goods or services furnished and paid for under this order. This includes any term, condition, or license of a subcontractor or supplier of the contractor pertaining to goods or services resold by the contractor to FCC under this contract.

(b) The FCC specifically does not agree to, and shall not be bound by, any vendor term, condition, or license that:

(1) makes the applicable or governing law controlling this agreement (or any license under it) other than Federal law;

(2) requires the FCC to consent to the jurisdiction or venue, or both, of State or local courts or those of foreign countries;

(3) requires the FCC to indemnify the contractor or any other party, or imposes upon the FCC any currently indefinite liability;

(4) requires the FCC or the United States to tender or assume the defense of a civil or criminal action, or alter the rights or prerogatives of the Attorney General of United States in the conduct of litigation on behalf of the United States or its agencies;

(5) requires the FCC to assume nondisclosure obligations that are incompatible with its statutory disclosure obligations under the Freedom of Information Act, court orders, or its regulatory disclosure procedures in 47 C.F.R. Part 0, Subpart C;

(6) requires the FCC to comply with audit, entry, or access provisions that conflict with its facility and data security clearance procedures (FCC may be able to offer self-certification in cases where facility access cannot be granted);

(7) provides for automatic renewal or continuation of the order or license without affirmative action by the contracting officer;

(8) expresses the FCC’s acquiescence or agreement to equitable remedies, such as injunctive relief, to which FCC cannot agree, as they may result in the loss of use rights required for mission critical applications;

(9) except as required by law, commits the FCC to arbitration or other alternative dispute resolution procedures in lieu of following the dispute resolution procedures established in the Contract Disputes Act of 1978 (CDA), implementing regulations at FAR Subpart 33.2, and the FAR 52.233-1 Disputes clause;

(10) provides the contractor or a third party with unilateral termination rights, which would conflict with the contractor’s obligation to continue performance under the CDA and FAR dispute resolution procedures;

(11) provides the contractor with the unilateral right to modify the terms of the order or license, including price;

(12) obliges the FCC to pay the vendor's attorney fees, except as provided by statute;

(13) abrogates or alters in any way: the assignment restriction in FAR 52.212-4(b); the manner of dispute resolution provided by FAR 52.212-4(d); the invoice terms in FAR 52.212- 4(g); the payment terms in FAR 52.212-4(i) (or the Alternate version if applicable to this contract); or the compliance obligations stated at FAR 52.212-4(q)-(r);

(14) without express agreement in writing by a FCC contracting officer: abrogates or alters in any way FCC acceptance and inspection rights found in FAR 52.212-4(a), the indemnity provided by FAR 52.212-4(h), FCC termination rights provided by FAR 52.212-4(l)-(m), or the warranties provided by FAR 52.212-4(o); or expands the limitation of liability in FAR 52.212- 4(p) (including Alternate versions of such paragraphs if applicable to this order); or

(15) provides that vendor terms and conditions represent the entire agreement with the FCC or purports to supersede or take precedence over the terms of this order and its clauses (including this clause).

(c) If this contract concerns or involves the procurement of rights in data (including software): (1) the FCC specifically does not agree to, and shall not be bound by, any vendor license that: (i) contradicts, limits, modifies, or conditions the FCC’s rights with respect to software or other data as set forth in FAR 52.227-19(b) or FAR 52.227-14(g)(3) (Alternate II), respectively (to the extent this contract incorporates those FAR clauses), except as expressly provided in this contract; or (ii) provides for a different allocation of data rights between the contractor and FCC than that specified in FAR 52.227-17 (relating as to special works), to the extent the contract incorporates that clause; and, (2) the contractor understands and agrees that only a FCC contracting officer is authorized to bind the FCC to a contract for goods and services, including a license for intellectual property rights or other agreement (collectively “license”), or to a modification of the terms and conditions of this contract. To the extent the contractor, in contract to discharge its obligation to the FCC under this contract, as part of its business processes or those of its subcontractors or suppliers, requires an FCC employee to “accept” license terms by way of written or electronic signature or other manner, or by shrink-wrap, box-wrap, click-wrap, or browse-wrap agreement, the terms of that license shall not be binding upon the FCC. FCC employees who “accept” such licenses do so on this condition, and only for the purpose of allowing the contractor and its subcontractors and suppliers, for the sake of their convenience, to use the same process to perform this contract that they use for commercial customers (however, only under the terms to which an FCC contracting officer has agreed in writing).

Document Number: 273FCC20R0007 Page 3 of 60

Number Supplies or Services Quantity Unit Unit Price Total ( Inc. disc., tax, and fees)

0001 Base Period - NANPA & PA Original: 57.000000

Change: 0.000000

Current: 57.000000 MO

Period of Performance: 02/01/2021 - 10/31/2025

Description: NANP Administration and Pooling Administration

See, Attachment 1 - NANPA-PA-RND PWS.

This is a Firm Fixed Price CLIN.

This is an incrementally funded CLIN. The Government’s obligation is limited to the funded amount in accordance with the LOCAL-2 Limitation of Government’s Obligation clause. As provided in LOCAL-2, the funded amount represents the FCC’s financial obligation and legal liability under this CLIN, unless and until the funded amount is increased by the Contracting Officer through a unilateral modification.

The Contractor exceeds the funded amount at its own risk.

Reference Line: EAC1800002 - 0001

Pricing Options: Base

0002 BASE Period - RND Development Original: 12.000000

Change: 0.000000

Current: 12.000000 MO

Period of Performance: 11/01/2020 - 10/31/2021

Description: Reassigned Numbers Database Administration Development.

See, Attachment 1 - NANPA-PA-RND PWS.

This is a Firm Fixed Price CLIN.

This is an incrementally funded CLIN. The Government’s obligation is limited to the funded amount in accordance with the LOCAL-2 Limitation of Government’s Obligation clause. As provided in LOCAL-2, the funded amount represents the FCC’s financial obligation and legal liability under this CLIN, unless and until the funded amount is increased by the Contracting Officer through a unilateral modification.

The Contractor exceeds the funded amount at its own risk.

Reference Line: EAC1800002 - 0001

Pricing Options: Base

0003 Base Period - RND Operations Original: 48.000000

Change: 0.000000

Current: 48.000000 MO

Period of Performance: 11/01/2021 - 10/31/2025

Description: Reassigned Numbers Database Administration Operations

See, Attachment 1 - NANPA-PA-RND PWS.

Firm Fixed Price / No Cost CLIN

Reference Line: EAC1800002 - 0001

Pricing Options: Base

Document Number: 273FCC20R0007 Page 4 of 60

0004 Base Period - Travel Original: 1.000000

Change: 0.000000

Current: 1.000000 NTE

Period of Performance: 11/01/2020 - 10/31/2025

Description: Travel

NTE: $175,000

All travel must be in accordance with General Service Administration's Federal Travel Regulation.

This is an incrementally funded CLIN. The Government’s obligation is limited to the funded amount in accordance with the LOCAL-2 Limitation of Government’s Obligation clause. As provided in LOCAL-2, the funded amount represents the FCC’s financial obligation and legal liability under this CLIN, unless and until the funded amount is increased by the Contracting Officer through a unilateral modification.

The Contractor exceeds the funded amount at its own risk.

Reference Line: EAC1800002 - 0001

Pricing Options: Base

0005 Base Period - Transition/Development - NANPA

& PA

Original: 3.000000

Change: 0.000000

Current: 3.000000 MO

Period of Performance: 11/01/2020 - 01/31/2021

Description: NANP Administration and Pooling Administration 90-day Transition and Development.

See, Attachment 1 - NANPA-PA-RND PWS.

This is a Firm Fixed Price CLIN.

This is an incrementally funded CLIN. The Government’s obligation is limited to the funded amount in accordance with the LOCAL-2 Limitation of Government’s Obligation clause. As provided in LOCAL-2, the funded amount represents the FCC’s financial obligation and legal liability under this CLIN, unless and until the funded amount is increased by the Contracting Officer through a unilateral modification.

The Contractor exceeds the funded amount at its own risk.

Reference Line: EAC1800002 - 0001

Pricing Options: Base

1001 Option Period 1 - NANPA & PA Original: 12.000000

Change: 0.000000

Current: 12.000000 MO

Period of Performance: 11/01/2025 - 10/31/2026

Description: NANP Administration and Pooling Administration

See, Attachment 1 - NANPA-PA-RND PWS.

This is a Firm Fixed Price CLIN.

This is an incrementally funded CLIN. The Government’s obligation is limited to the funded amount in accordance with the LOCAL-2 Limitation of Government’s Obligation clause. As provided in LOCAL-2, the funded amount represents the FCC’s financial obligation and legal liability under this CLIN, unless and until the funded amount is increased by the Contracting Officer through a unilateral modification.

The Contractor exceeds the funded amount at its own risk.

Reference Line: EAC1800002 - 0001

Pricing Options: Option

1002 Option Period 1 - RND Operations Original: 12.000000

Document Number: 273FCC20R0007 Page 5 of 60

Change: 0.000000

Current: 12.000000 MO

Period of Performance: 11/01/2025 - 10/31/2026

Description: Reassigned Numbers Database Administration Operations

See, Attachment 1 - NANPA-PA-RND PWS.

Firm Fixed Price / No Cost CLIN

Reference Line: EAC1800002 - 0001

Pricing Options: Option

1003 Option Period 1 - Travel Original: 1.000000

Change: 0.000000

Current: 1.000000 NTE

Period of Performance: 11/01/2025 - 10/31/2026

Description: Travel

NTE: $35,000

All travel must be in accordance with General Service Administration's Federal Travel Regulation.

This is an incrementally funded CLIN. The Government’s obligation is limited to the funded amount in accordance with the LOCAL-2 Limitation of Government’s Obligation clause. As provided in LOCAL-2, the funded amount represents the FCC’s financial obligation and legal liability under this CLIN, unless and until the funded amount is increased by the Contracting Officer through a unilateral modification.

The Contractor exceeds the funded amount at its own risk.

Reference Line: EAC1800002 - 0001

Pricing Options: Option

2001 Option Period 2 - NANPA & PA Original: 12.000000

Change: 0.000000

Current: 12.000000 MO

Period of Performance: 11/01/2026 - 10/31/2027

Description: NANP Administration and Pooling Administration

See, Attachment 1 - NANPA-PA-RND PWS.

This is a Firm Fixed Price CLIN.

This is an incrementally funded CLIN. The Government’s obligation is limited to the funded amount in accordance with the LOCAL-2 Limitation of Government’s Obligation clause. As provided in LOCAL-2, the funded amount represents the FCC’s financial obligation and legal liability under this CLIN, unless and until the funded amount is increased by the Contracting Officer through a unilateral modification.

The Contractor exceeds the funded amount at its own risk.

Reference Line: EAC1800002 - 0001

Pricing Options: Option

Document Number: 273FCC20R0007 Page 6 of 60

2002 Option Period 2 - RND Operations Original: 12.000000

Change: 0.000000

Current: 12.000000 MO

Period of Performance: 11/01/2026 - 10/31/2027

Description: Reassigned Numbers Database Administration Operations

See, Attachment 1 - NANPA-PA-RND PWS.

Firm Fixed Price / No Cost CLIN

Reference Line: EAC1800002 - 0001

Pricing Options: Option

2003 Option Period 2 - Travel Original: 1.000000

Change: 0.000000

Current: 1.000000 NTE

Period of Performance: 11/01/2026 - 10/31/2027

Description: Travel

NTE: $35,000

All travel must be in accordance with General Service Administration's Federal Travel Regulation.

This is an incrementally funded CLIN. The Government’s obligation is limited to the funded amount in accordance with the LOCAL-2 Limitation of Government’s Obligation clause. As provided in LOCAL-2, the funded amount represents the FCC’s financial obligation and legal liability under this CLIN, unless and until the funded amount is increased by the Contracting Officer through a unilateral modification.

The Contractor exceeds the funded amount at its own risk.

Reference Line: EAC1800002 - 0001

Pricing Options: Option

3001 Option Period 3 - NANPA & PA Original: 12.000000

Change: 0.000000

Current: 12.000000 MO

Period of Performance: 11/01/2027 - 10/31/2028

Description: NANP Administration and Pooling Administration

See, Attachment 1 - NANPA-PA-RND PWS.

This is a Firm Fixed Price CLIN.

This is an incrementally funded CLIN. The Government’s obligation is limited to the funded amount in accordance with the LOCAL-2 Limitation of Government’s Obligation clause. As provided in LOCAL-2, the funded amount represents the FCC’s financial obligation and legal liability under this CLIN, unless and until the funded amount is increased by the Contracting Officer through a unilateral modification.

The Contractor exceeds the funded amount at its own risk.

Reference Line: EAC1800002 - 0001

Pricing Options: Option

Document Number: 273FCC20R0007 Page 7 of 60

3002 Option Period 3 - RND Operations Original: 12.000000

Change: 0.000000

Current: 12.000000 MO

Period of Performance: 11/01/2027 - 10/31/2028

Description: Reassigned Numbers Database Administration Operations

See, Attachment 1 - NANPA-PA-RND PWS.

Firm Fixed Price / No Cost CLIN

Reference Line: EAC1800002 - 0001

Pricing Options: Option

3003 Option Period 3 - NANPA/PA Transition Out Original: 3.000000

Change: 0.000000

Current: 3.000000 MO

Period of Performance: 08/01/2028 - 10/31/2028

Description: NANPA/PA Transition Out Services

See, Attachment 1 - NANPA-PA-RND PWS.

This is a Firm Fixed Price CLIN

This is an incrementally funded CLIN. The Government’s obligation is limited to the funded amount in accordance with the LOCAL-2 Limitation of Government’s Obligation clause. As provided in LOCAL-2, the funded amount represents the FCC’s financial obligation and legal liability under this CLIN, unless and until the funded amount is increased by the Contracting Officer through a unilateral modification.

The Contractor exceeds the funded amount at its own risk.

Reference Line: EAC1800002 - 0001

Pricing Options: Option

3004 Option Period 3 - RND Transition Out Original: 3.000000

Change: 0.000000

Current: 3.000000 MO

Period of Performance: 08/01/2028 - 10/31/2028

Description: RND Transition Out Services

See, Attachment 1 - NANPA-PA-RND PWS.

This is a Firm Fixed Price / No Cost CLIN

Reference Line: EAC1800002 - 0001

Pricing Options: Option

Document Number: 273FCC20R0007 Page 8 of 60

3005 Option Period 3 - Travel Original: 1.000000

Change: 0.000000

Current: 1.000000 NTE

Period of Performance: 11/01/2027 - 10/31/2028

Description: Travel

NTE: $35,000

All travel must be in accordance with General Service Administration's Federal Travel Regulation.

This is an incrementally funded CLIN. The Government’s obligation is limited to the funded amount in accordance with the LOCAL-2 Limitation of Government’s Obligation clause. As provided in LOCAL-2, the funded amount represents the FCC’s financial obligation and legal liability under this CLIN, unless and until the funded amount is increased by the Contracting Officer through a unilateral modification.

The Contractor exceeds the funded amount at its own risk.

Reference Line: EAC1800002 - 0001

Pricing Options: Option

Section 2 - Contract Clauses

52.252-2 Clauses Incorporated by Reference (Feb 1998)

This contract incorporates one or more clauses by reference, with the same force and effect as if they were given in full text. Upon re-quest, the Contracting Officer will make their full text available. Also, the full text of a clause may be accessed electronically at this/ these address(es):

https://www.acquisition.gov/browse/index/far [Insert one or more Internet addresses]

(End of clause)

LOCAL-3 Post-Award Evaluation of Contractor Performance

1. Interim and final evaluations of contractor performance will be prepared on this contract in accordance with FAR 42.1502 –

42.1503. The final performance evaluations will be prepared at the time of completion of work.

2. The Contractor can elect to review the evaluation and submit additional information or a rebuttal statement. The contractor will be permitted 14 calendar days to respond. Contractor response is voluntary. If the contractor does not respond within 14 days, the Gov-ernment will presume that the contractor has no comment. Any disagreement between the parties regarding an evaluation will be re-ferred to an individual at a level above the Contracting Officer, whose decision is final.

3. Copies of the evaluations, contractor responses, and review comments, if any, will be retained as part of the contract file, and may be used to support future award decisions.

The Federal Communications Commission utilizes the Contractor Performance Assessment Reporting System (CPARS) to record and maintain past performance information. CPARS hosts a suite of web-enabled applications that are used to document contractor per-formance information that is required by Federal Regulations. The CPARS module assesses performance on contracts for Systems, Services, Information Technology, and Operations Support. The Architect-Engineer Contract Administration Support System (ACASS) module assesses performance on Architect-Engineer contracts.

The Construction Contractor Appraisal Support System (CCASS) module assesses performance on Construction contracts. CPARS reference material can be accessed at:

http://www.cpars.csd.disa.mil/cparsfiles/cpars/refmatl.htm.

The registration process requires the contractor to identify an individual that will serve as a primary contact. This individual will be authorized access to the evaluation for review and comment. In addition, the contractor is encouraged to identify a secondary contact

Document Number: 273FCC20R0007 Page 9 of 60 in the event the primary contact is unavailable to process the evaluation within the required 14-day time period.

After the FCC’s Contracting Officer registers the contract in CPARS, the contractor will receive a system generated e-mail notifying him/her that the contract is registered. A system generated e-mail will also provide the contractor with a User ID if the person does not already have a CPARS User ID. Once a performance evaluation has been prepared and is ready for comment, the contractor represent-ative will receive a system generated e-mail notification that the performance evaluation is electronically available for review and comment. The contractor representative will receive an automated e-mail whenever an assessment is completed and can subsequently retrieve the completed assessment from CPARS.

Contractors may access evaluations at www.cpars.csd.disa.mil for review and comment in CPARS. Past Performance evaluations and any contractor response will be made available to other federal government agencies on the Past Performance Information Retrieval System (PPIRS).

(End of clause)

LOCAL-4 Contracting Officer's Representative (COR)

The FCC’s COR is responsible for monitoring the Contractor's progress in fulfilling the requirements specified in this contract or or-der. The COR ensures that all required documentation and/or services and/or supplies are submitted or performed in accordance with the requirements of this contract or order. Should the Contractor fail to fulfill any contractual requirements, the COR shall inform the Contractor of such failure. The COR shall also inform the FCC’s Contracting Officer of any technical or contractual problems or delays. The COR also approves all invoices and performs final inspection and acceptance of all work performed and/or all supplies delivered under this contract.

The FCC’s COR is not authorized to make any commitments or obligations on behalf of the FCC, including, without limitation, the exercise of options or the incurrence of any costs beyond the stated ceiling price(s) or fixed price(s). The COR shall not grant the Contractor permission to deviate from the requirements stated in the contract or order, and shall not direct the Contractor to perform any work beyond that stated in the contract or order.

By acceptance of this contract or order, the Contractor acknowledges and accepts the limited authority of the FCC’s COR, as specified herein. Further, the Contractor agrees that it will not accept any direction or instructions from the COR that are expressly prohibited herein.

The FCC’s COR for this contract or order is TBD. The COR may be reached via telephone at __, or, via email at ______________________________@fcc.gov.

LOCAL-9 Personal Conflicts of Interest

(a) Definitions.

Covered employee means an employee of the Contractor or of any of its subcontractors or any self-employed individual under contract to the Government.

Personal conflict of interest means a situation in which a covered employee has a financial interest, personal activity, or relationship that could impair that person’s ability to act impartially and in the best interest of the Government when performing under the contract or allow a covered employee to engage in self-dealing.

(1) Among the sources of personal conflicts of interest are—

(i) Financial interests of the covered employee, of close family members, or of other members of the covered employee’s household;

(ii) Other employment or financial relationships (including seeking or negotiating for prospective employment or business); and

(iii) Gifts, including travel.

(2) For example, financial interests referred to in paragraph (1) of this definition may arise from—

(i) Compensation, including wages, salaries, commissions, professional fees, or fees for business referrals;

(ii) Consulting relationships (including commercial and professional consulting and service arrangements, scientific and technical ad-visory board memberships, or serving as an expert witness in litigation);

(iii) Services provided in exchange for honorariums or travel expense reimbursements;

(iv) Research funding or other forms of research support;

Document Number: 273FCC20R0007 Page 10 of 60

(v) Investment in the form of stock or bond ownership or partnership interest (excluding diversified mutual fund investments);

(vi) Real estate investments;

(vii) Patents, copyrights, and other intellectual property interests; or

(viii) Business ownership and investment interests

(b) Requirements. The Contractor shall—

(1) Have procedures in place to screen covered employees for potential personal conflicts of interest, by—

(i) Obtaining and maintaining from each covered employee, when the employee is initially assigned to the task under the contract, a disclosure of interests that might be affected by the task to which the employee has been assigned, as follows:

(A) Financial interests of the covered employee, of close family members, or of other members of the covered employee’s household.

(B) Other employment or financial relationships of the covered employee (including seeking or negotiating for prospective employ-ment or business).

(C) Gifts, including travel; and

(ii) Requiring each covered employee to update the disclosure statement whenever the employee’s personal or financial circumstances change in such a way that a new personal conflict of interest might occur because of the task the covered employee is performing.

(2) For each covered employee, prevent personal conflicts of interest, including not assigning or allowing a covered employee to per-form any task under the contract for which the Contractor has identified a personal conflict of interest for the employee that the Con-tractor or employee cannot satisfactorily prevent or mitigate to the satisfaction of the FCC;

(3) Inform covered employees of their obligation to disclose and prevent personal conflicts of interest and to avoid situations creating an appearance of a lack of impartiality;

(4) Maintain effective oversight to verify compliance with personal conflict of interest safeguards;

(5) Take appropriate disciplinary action in the case of covered employees who fail to comply with policies established pursuant to this clause; and

(6) Report to the Contracting Officer any personal conflict of interest violation by a covered employee as soon as it is identified. This report shall include a description of the violation and the proposed actions to be taken by the Contractor in response to the violation.

Provide follow-up reports of corrective actions taken, as necessary. Personal conflict of interest violations include—

(i) Failure by a covered employee to disclose a personal conflict of interest;

(ii) Use by a covered employee of nonpublic information accessed through performance of a Government contract for personal gain;

and

(iii) Failure of a covered employee to comply with the terms of a non-disclosure agreement.

(c) Mitigation or waiver.

(1) In exceptional circumstances, if the Contractor cannot satisfactorily prevent a personal conflict of interest as required by paragraph (b)(2) of this clause, the Contractor may submit a request through the Contracting Officer to the Head of the Contracting Activity for—

(i) Agreement to a plan to mitigate the personal conflict of interest; or

(ii) A waiver of the requirement.

(2) The Contractor shall include in the request any proposed mitigation of the personal conflict of interest.

(3) The Contractor shall—

(i) Comply, and require compliance by the covered employee, with any conditions imposed by the Government as necessary to mitig-ate the personal conflict of interest; or

Document Number: 273FCC20R0007 Page 11 of 60

(ii) Remove the Contractor employee or subcontractor employee from performance of the contract or terminate the applicable subcon-tract.

(d) Subcontracts. The Contractor shall include in any subcontract that exceeds the simplified acquisition threshold a clause that con-forms substantially to the language of this clause, including this paragraph, unless otherwise authorized by the Contracting Officer.

The terms ‘‘Contractor’’ and ‘‘Contracting Officer’’ shall be appropriately modified to reflect the change in parties.

(e) If the contract requires both acquisition-related services and non-acquisition related services closely associated with inherently governmental functions, and FAR 52.203-16 has been incorporated, this clause shall not apply to the acquisition-related services, which will instead be covered by FAR 52.203-16.

LOCAL-12 Contractor Promotional and Press Releases Relating to the Contract (JUL 2019)

(a) Except as set forth in the clause titled Access to Nonpublic Information and its Release (if included in this contract), the FCC does not review for accuracy or approve any statements made in contractor press releases or other promotional material relating to the Con-tractor’s performance under this contract or the value or importance of its services or goods provided to the FCC under this contract, nor does the FCC endorse any particular contractor or the goods or services provided by any contractor, except as allowed by 5 C.F.R.

§ 2635.702(c)(1)-(2).

(b) The Contractor shall not publish, distribute, or permit to be published or distributed, any press release, promotional account, or statement that contains information attributed to, or quotations from, FCC personnel or the FCC itself relating to the Contractor’s per-formance under this contract or the value or importance of its services or goods provided to the FCC, unless the information is derived from a Government-wide past performance information system, is used in proper context, and is fair and accurate. Information con-tained on past performance questionnaires may be used only as approved by the Contracting Officer.

(c) Any press release, promotional material, or statement published or distributed by the Contractor that relates to this contract shall contain the following disclaimer, which shall be clearly displayed:

Disclaimer: This disclaimer is required by Contract No. [Contract Number]. The Federal Communications Commission (FCC) has not reviewed or approved any statement in this document for accuracy or validity. The FCC and its employees do not endorse goods or services provided by the Contractor or any other contractor.

LOCAL-13 Nonpersonal Services Contract (JUL 2019)

(a) This contract is a “nonpersonal services contract” as defined FAR Section 37.101. It is understood and agreed that:

1. The Contractor shall perform the services specified herein as an independent contractor, and, as such, Contractor employees are not employees of the FCC, nor shall they represent themselves to be employees of the FCC;

2. The Contractor is responsible for the management and supervision of its employees and for performance of the work required un-der this contract; and,

3. The FCC will not exercise the relatively continuous supervision and control over Contractor personnel that would be appropriate by an employer.

(b) Notwithstanding paragraph (a), the Contractor shall comply with Government technical direction and other instructions exercised as a matter of right under this contract to ensure accomplishment of the contract requirements and objectives, such as Government dir-ection to correct deliverables, Government approval of replacement key personnel. The Contractor’s Project Manager or other desig-nated manager shall communicate with the COR to confirm the FCC’s work requirements as set forth in this contract.

LOCAL-16 Access to Nonpublic Information and its Release (JUL 2019)

(a) Definition. Nonpublic information, as used in this clause, means any Government or third-party information, whether included, re-vealed, or learned in performance of this contract (including any purchase order or order under a task or delivery order contract or a GSA schedule contract), that—

(1) Has been determined by FCC to be exempt from disclosure under the Freedom of Information Act (FOIA) or otherwise protected from disclosure by statute, Executive order, or regulation; or

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

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

Document Number: 273FCC20R0007 Page 12 of 60

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

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

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

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

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

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

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

(v) Obtain a signed nondisclosure agreement from each person who may have access to the nonpublic information. At a minimum, the nondisclosure agreement shall include language implementing the restrictions on use and disclosure of nonpublic information found in paragraphs (b)(2)(i) through (iv), and (b)(3) of this clause and substantially the same language as set forth in paragraph (h) below.

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

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

(3) If the Contractor receives information that is marked in a way that indicates the Contractor should not receive this information, the Contractor shall—

(i) Notify the Contracting Officer;

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

(iii) Comply with any other notification provisions contained in this contract.

(c) Applicability.

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

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

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

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

(A) From the Government; or

(B) Under another Government contract;

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

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

(vi) Is developed by or for the Contractor independently of the information received from the Government or the information owner

Document Number: 273FCC20R0007 Page 13 of 60 and such independent development can be shown;

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

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

(2) The Contractor may release nonpublic information to which the Contractor is given access in performance of this contract to a third party pursuant to the lawful order or rules of a United States Court or Federal administrative tribunal or body of compet-ent jurisdiction, provided that the Contractor gives to the information owner the opportunity to oppose such disclosures by providing the owner with prior written notice of: any proceeding in which compulsory disclosure of the information is foreseeable; and any spe-cific request or demand for the information during such proceedings. The Contractor shall notify the Government, and the third-party information owner (if applicable), within two (2) business days of the Contractor’s notice of the proceeding and the Contractor’s no-tice of specific request or demand for the information. More prompt notice, calculated to afford the information owner maximum op-portunity to oppose such disclosure, shall be provided when production of information is required in less than two business days.

(d) Other contractual restrictions on information. This clause is subordinate to all other FAR or FCC contract clauses or requirements that specifically address the access, use, handling, or disclosure of information. If any restrictions or authorizations in this clause are inconsistent with a requirement of any other FAR or FCC clause of this contract, the requirement of the other clause shall take preced-ence over the requirement of this clause. This clause is not subordinate to any Contractor terms or conditions that are incorporated in-to this contract.

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

(f) Release of Contractor’s information. The Contractor agrees that the Government may, in appropriate circumstances, release to its contractors, their subcontractors, and their individual employees, nonpublic information provided by the Contractor in the perform-ance of this contract, subject to the following protections. To receive access to nonpublic information needed to assist in accomplish-ing agency functions, the contractor that will receive access to the nonpublic information must be operating under a contract that con-tains this clause, which obliges the contractor to respect use limitations as described in paragraph (b)(2) and provides third-party bene-ficiary rights as set forth in paragraph (e).

(g) Contractor Releases. The Contractor shall not publish, distribute, or permit to be published or distributed, any press release, pro-motional material, or statement relating to this contract that contains nonpublic information. If the Contractor is unsure whether the information it intends to publish or distribute contains nonpublic information, the document shall be provided, in its entirety, to the Contracting Officer for the sole purpose of determining whether nonpublic information is included.

(h) Relationship to other Government commitments. This clause does not affect the FCC’s responsibilities under the Freedom of In-formation Act or the Procurement Integrity Act. This clause is consistent with, and does not supersede, conflict with, or otherwise al-ter the employee or other obligations, rights, or liabilities created by, existing statutes or Executive orders relating to (1) classified in-formation, (2) communications to Congress, (3) the reporting to an Inspector General of a violation of any law, rule, or regulation, or mismanagement, a gross waste of funds, an abuse of authority, or a substantial and specific danger to public health or safety, or (4) any other whistleblower protection. The definitions, requirements, obligations, rights, sanctions, and liabilities created by controlling Executive orders and statutory provisions are incorporated into this clause and are controlling.

(i) Subcontracts. The Contractor shall insert this clause, including this paragraph (i), in all subcontracts that may require the furnish-ing of nonpublic information to the FCC and in all subcontracts under which a subcontractor may have access to nonpublic informa-tion. The clause so inserted shall be appropriately modified to reflect the relationship of the parties, and the terms ‘‘contract,’’ ‘‘Contractor,’’ and ‘‘Contracting Officer’’ shall be appropriately modified to for the subcontract and to preserve the Government’s rights.

LOCAL-21 Section 503 of the Rehabilitation Act (JUL 2019)

(a) On September 24, 2013, the U.S. Department of Labor (DOL) Office of Federal Contract Compliance Pro-grams (OFCCP) published a Final Rule that made changes to the regulations implementing Section 503 of the Rehabilitation Act of 1973, 29 U.S.C. § 793 (Section 503). Section 503 prohibits employment discrimination by federal contractors and subcontractors against individuals with disabilities and requires that federal contract-ors and subcontractors take affirmative action to employ and advance in employment qualified individuals with disabilities. As revised in 2013, the regulations strengthened the affirmative action provisions to aid contractors in their efforts to recruit and hire individuals with disabilities and to improve their job opportunities.

(b) Section 503 is principally addressed for procurement purposes in the FAR at Subpart 22.14 (and in related clauses and provisions referenced therein). However, more detailed Section 503 program information and guid-

Document Number: 273FCC20R0007 Page 14 of 60 ance is set forth in 41 CFR Part 60-741 and at the DOL website. See ht-tps://www.dol.gov/ofccp/regs/compliance/section503.htm.

LOCAL-24 Contractor Employee Access to Information Technology Resources (JUL 2019)

(a) Before receiving access to information technology (IT) resources under this contract, a contractor employee must receive a security briefing, which the Contracting Officer’s Representative (COR) will arrange and com-plete any nondisclosure agreement required by this contract.

(b) The Contractor shall have access only to those areas of FCC IT resources explicitly stated in this contract or approved by the COR in writing as necessary for performance of the work under this contract. Any attempts by Contractor personnel to gain access to any IT resources not expressly authorized by the statement of work, other terms and conditions in this contract, or as approved in writing by the COR, is strictly prohibited. In the event of violation of this provision, FCC will take appropriate actions with regard to the contract and the individual(s) involved.

(c) Contractor access to FCC networks from a remote location is a temporary privilege for mutual convenience while the Contractor performs business for the FCC enterprise. It is not a right, a guarantee of access, a condi-tion of the contract, or Government Furnished Equipment (GFE).

(d) Contractor access will be terminated for unauthorized use. The Contractor agrees to hold and save FCC harmless from any unauthorized use and agrees not to request additional time or money under the contract for any delays resulting from unauthorized use or access.

(e) Non-U.S. citizens shall not be authorized to access or assist in the development, operation, management, or maintenance of FCC IT systems under the contract, unless a waiver has been granted by the FCC’s Chief In-formation Security Officer (CISO) and the Chief Security Officer (CSO) or their designees. In order for a waiver to be granted:

(1) There must be a compelling reason for using this individual as opposed to a U.S. citizen; and

(2) The waiver must be in the best interest of the Government.

(f) Contractors shall identify in their proposals the names and citizenship of all non-U.S. citizens proposed to work under the contract. Any additions or deletions of non-U.S. citizens after contract award shall also be re-ported to the Contracting Officer.

(g) “IT resources” include, but are not limited to, computer equipment, networking equipment, telecommunica-tions equipment, cabling, network drives, computer drives, network software, computer software, software pro-grams, intranet sites, and internet sites.

(h) For purposes of this clause, restrictions and limitations on access to FCC IT resources applied to “the Con-tractor,” “Contractor employees,” or “Contractor personnel” apply to individuals employed by the Contractor or its subcontractors (or individuals working as or for independent contractors, team members, partners, or agents of the Contractor or subcontractors under this contract).

LOCAL-25 Continuity of Services During an Emergency and Contractor Contingency Plan

(a) This contract provides services that are essential to the Federal Communications Commission (FCC). Performance of these ser-vices must continue, even during emergencies. In the event of an emergency that requires the FCC to relocate a substantial portion of its staff to alternate facilities or requires the FCC to direct a substantial portion of its staff to telework in order to conduct its mission essential functions, the Contractor shall continue performing the services required by the contract, even if it requires a change in schedule or place of performance. Until notified by the Contracting Officer (see paragraph (b)), Contractor shall continue performing services at the location specified in the contract. If the FCC determines that it is necessary to change the place of performance to an alternate location, the Contracting Officer will notify the Contractor. If relocation of the place of performance is directed by the Con-tracting Officer, either temporarily or for the duration of the contract, the Contractor must ensure that the required goods, services, personnel, equipment, and information furnished under the contract are available to enable performance of the services at the alternate location without interruption.

(b) The Contracting Officer will notify the Contractor, orally or in writing, of any required changes necessitated by implementation of FCC emergency procedures, including alternate locations for the performance of services. The terms of the contract may also be changed to reflect the nature of the emergency; the level or services provided; the number of Contractor personnel necessary; and to make an equitable adjustment to the contract price.

(c) Following contract award, the Contractor shall develop a Contingency Plan that includes procedures to ensure that its employees can perform the duties specified in the contract under emergency conditions, including when its employees must operate at alternate facilities as directed by the Contracting Officer.

(d)…