693KA8-24-DRAFTSIR-INVERSE_Section H Special Contract Requirements.pdf

INVERSE DRAFT SIR 693KA8-24-R-XXXXX

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Section H - Special Contract Requirements

Contents H.1 FAA Acquisition Management System (AMS) Clauses Incorporated in Full Text

H.1.1 AMS 3.1.9-1 Electronic Commerce and Signature (July 2020)

H.1.2 3.2.5-7 Disclosure Regarding Payments to Influence Certain Federal Transactions

(January 2022)

H.1.3 AMS 3.13-15 Confidentiality of Data and Information (November 2016)

H.2 Key Personnel and Facilities

H.3 Release of Information

H.4 Representations, Certifications, and Notices to Offerors of Proposals

H.5 Interpretation of Contract

H.6 Notification of Debarment, Suspension, or Ineligibility Status

H.7 Notice to the Government of Delays

H.8 Information Technology Accessibility for Persons with Disabilities

H.9 Software Licenses

H.10 Definitions of Key Terms

H.11 Responsibility for Performance and Flow-Down of Requirements

H.12 Price Reductions

H.13 Incorporation of Proposals into the Contract

H.14 Exclusion from Performing the INVERSE Contract

H.15 INVERSE Workload

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H.1 FAA Acquisition Management System (AMS) Clauses Incorporated in Full Text

H.1.1 AMS 3.1.9-1 Electronic Commerce and Signature (July 2020)

(a) The Electronic Signatures in Global and National Commerce Act (E-SIGN) establishes a legal equivalence between:

(1) Contracts written on paper and contracts in electronic form;

(2) Pen-and-ink signatures and electronic signatures; and

(3) Other legally-required written records and the same information in electronic form.

(b) With the submission of an offer, the offeror acknowledges and accepts the utilization of electronic commerce as part of the requirements of this solicitation and the resultant contract.

(c) Certain documents may need to be provided or maintained in original form, such as large-scale drawings impractical to convert to electronic format or a document with a raised seal signifying authenticity. This clause does not change or affect any other requirements that a document must be in paper format to satisfy legal requirements such as for certain real estate transactions.

(d) The use of electronic signature technology is authorized under this solicitation and the resulting contract.

(e) Contractors must not digitally sign any documents with software that uses the Secure Hash

Algorithm 1 (SHA-1). All digitally signed documents and contracts sent to the FAA must use a SHA-256 or higher hash algorithm. This is based on the National Institute of Standards and Technology (NIST) Policy Statement on Hash Functions dated August 5, 2015. Further guidance on the use of SHA-256 is in NIST Special Publication (SP) 800-57 Part 1, section

5.6.2 as amended and SP 800-131A, Revision 1 dated November 6, 2015. Additional guidance on the use of SHA-3 is in NIST SP 800-185 as amended.

(f) Contractors do not have to update documents previously digitally signed using SHA-1 hash algorithms unless the document requires updating. The FAA and contractors may continue to use SHA-1 for the following applications: Verifying old digital signatures and time stamps, generating and verifying hash-based message authentication codes (HMACs), key derivation functions (KDFs), and random bit/number generation.

(End of Clause)

H.1.2 3.2.5-7 Disclosure Regarding Payments to Influence Certain Federal Transactions

(January 2022)

(a) Definitions.

(1) "The Act," as used in this clause, means section 1352, title 31, United States Code.

(2) "Agency," as used in this clause, means executive agency, within the meaning of 5

U.S.C. 101, 102, and 104(I), and any wholly owned Government corporation within the meaning of 31 U.S.C. 9101.

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(3) "Covered Federal action," as used in this clause, means any of the following Federal actions:

(i) The awarding of any Federal contract.

(ii) The making of any Federal grant.

(iii) The making of any Federal loan.

(iv) The entering into of any cooperative agreement.

(v) The extension, continuation, renewal, amendment, or modification of any Federal contract, grant, loan, or cooperative agreement.

(4) "Indian tribe" and "tribal organization," as used in this clause, have the meaning provided in section 4 of the Indian Self-Determination and Education Assistance Act

(25 U.S.C. 5304) and include Alaskan Natives.

(5) "Influencing or attempting to influence," as used in this clause, means making, with the intent to influence, any communication to or appearance before an officer or employee of any agency, a Member of Congress, an officer or employee of Congress, or an employee of a Member of Congress in connection with any covered Federal action.

(6) "Local government," as used in this clause, means a unit of government in a State and, if chartered, established, or otherwise recognized by a State for the performance of a governmental duty, including a local public authority, a special district, an intrastate district, a council of governments, a sponsor group representative organization, and any other instrumentality of a local government.

(7) "Officer or employee of an agency," as used in this clause, includes the following individuals who are employed by an agency:

(i) An individual who is appointed to a position in the Government under title 5, United

States Code, including a position under a temporary appointment.

(ii) A member of the uniformed services, as defined in subsection 101(3), title 37, United States Code.

(iii) A special Government employee, as defined in section 202, title 18, United States

Code.

(iv) An individual who is a member of a Federal advisory committee, as defined by the

Federal Advisory Committee Act, title 5, United States Code, appendix 2.

(8) 'Person,' as used in this clause, means an individual, corporation, company, association, authority, firm, partnership, society, State, and local government, regardless of whether such entity is operated for profit, or not for profit. This term excludes an Indian tribe, tribal organization, or any other Indian organization with respect to expenditures specifically permitted by other Federal law.

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(9) 'Reasonable compensation,' as used in this clause, means, with respect to a regularly employed officer or employee of any person, compensation that is consistent with the normal compensation for such officer or employee for work that is not furnished to, not funded by, or not furnished in cooperation with the Federal Government.

(10) 'Reasonable payment,' as used in this clause, means, with respect to professional and other technical services, a payment in an amount that is consistent with the amount normally paid for such services in the private sector.

(11) 'Recipient,' as used in this clause, includes the Contractor and all subcontractors. This term excludes an Indian tribe, tribal organization, or any other Indian organization with respect to expenditures specifically permitted by other Federal law.

(12) 'Regularly employed,' as used in this clause, means, with respect to an officer or employee of a person requesting or receiving a Federal contract, an officer or employee who is employed by such person for at least 130 working days within 1 year immediately preceding the date of the submission that initiates agency consideration of such person for receipt of such contract. An officer or employee who is employed by such person for less than 130 working days within 1 year immediately preceding the date of the submission that initiates agency consideration of such person must be considered to be regularly employed as soon as he or she is employed by such person for 130 working days.

(13) 'State,' as used in this clause, means a State of the United States, the District of

Columbia, the Commonwealth of Puerto Rico, a territory or possession of the United

States, an agency or instrumentality of a State, and multi-State, regional, or interstate entity having governmental duties and powers.

(b) Prohibitions. The offeror, by signing its offer, hereby certifies to the best of his or her knowledge and belief that:

(1) No Federal appropriated funds have been paid or will be paid to any person for influencing or attempting to influence an officer or employee of any agency, a Member of Congress, an officer or employee of Congress, or an employee of a Member of

Congress on his or her behalf in connection with the awarding of any Federal contract, the making of any Federal grant, the making of any Federal loan, the entering into of any cooperative agreement, and the extension, continuation, renewal, amendment or modification of any Federal contract, grant, loan, or cooperative agreement;

(2) If any funds other than Federal appropriated funds (including profit or fee received under a covered Federal action) have been paid, or will be paid, to any person for influencing or attempting to influence an officer or employee of any agency, a Member of Congress, an officer or employee of Congress, or an employee of a Member of

Congress on his or her behalf in connection with the screening information request

(SIR), the offeror must complete and submit, with its offer, OMB Standard Form LLL, Disclosure of Lobbying Activities, to the Contracting Officer; and

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(3) He or she will include the language of this clause in all subcontract awards at any tier and require that all recipients of subcontract awards in excess of $150,000 must disclose accordingly.

(4) This certification and disclosure is a prerequisite for making or entering into this contract imposed by the Act. Any person who makes a prohibited expenditure or fails to file or amend a disclosure form, must be subject to a civil penalty of not less than

$10,000 and not more than $100,000, for each such failure.

(c) The prohibitions of the Act do not apply under the following conditions:

(1) Agency and legislative liaison by its own employees.

(i) The prohibition on the use of appropriated funds, in subparagraph (b)(1) of this clause, does not apply in the case of a payment of reasonable compensation made to an officer or employee of a person requesting or receiving a covered Federal action if the payment is for agency and legislative liaison activities not directly related to a covered

Federal action.

(ii) For purposes of subdivision (c)(1)(i) of this clause, providing any information specifically requested by an agency or Congress is permitted at any time.

(iii) The following agency and legislative liaison activities are permitted at any time where they are not related to a specific solicitation for any covered Federal action:

(A) Discussing with an agency the qualities and characteristics (including individual demonstrations) of the person's products or services, conditions or terms of sale, and service capabilities.

(B) Technical discussions and other activities regarding the application or adaptation of the person's products or services for an agency's use.

(iv) The following agency and legislative liaison activities are permitted where they are prior to Screening Information Request (SIR) of any covered Federal action:

(A) Providing any information not specifically requested but necessary for an agency to make an informed decision about initiation of a covered Federal action;

(B) Technical discussions regarding the preparation of an unsolicited proposal prior to its official submission; and

(C) Capability presentations by persons seeking awards from an agency pursuant to the provisions of a law authorizing such actions;

(v) Only those services expressly authorized by subdivision (c)(1)(i) of this clause are permitted under this clause.

(2) Professional and technical services.

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(i) The prohibition on the use of appropriated funds, in subparagraph (b)(1) of this clause, does not apply in the case of:

(A) A payment of reasonable compensation made to an officer or employee of a person requesting or receiving a covered Federal action or an extension, continuation, renewal, amendment, or modification of a covered Federal action, if payment is for professional or technical services rendered directly in the preparation, submission, or negotiation of submittal/offer or application for that

Federal action or for meeting requirements imposed by or pursuant to law as a condition for receiving that Federal action.

(B) Any reasonable payment to a person, other than an officer or employee of a person requesting or receiving a covered Federal action or an extension, continuation, renewal, amendment, or modification of a covered Federal action if the payment is for professional or technical services rendered directly in the preparation, submission, or negotiation of any submittal/offer or application for that Federal action or for meeting requirements imposed by or pursuant to law as a condition for receiving that Federal action. Persons other than officers or employees of a person requesting or receiving a covered Federal action include consultants and trade associations.

(ii) For purposes of subdivision (c)(2)(i) of this clause, 'professional and technical services' must be limited to advice and analysis directly applying any professional or technical discipline. For example, drafting of a legal document accompanying a submittal/offer by a lawyer is allowable. Similarly, technical advice provided by an engineer on the performance or operational capability of a piece of equipment rendered directly in the negotiation of a contract is allowable. However, communications with the intent to influence made by a professional (such as a licensed lawyer) or a technical person (such as a licensed accountant) are not allowable under this section unless they provide advice and analysis directly applying their professional or technical expertise and unless the advice or analysis is rendered directly and solely in the preparation, submission or negotiation of a covered Federal action. Thus, for example, communications with the intent to influence made by a lawyer that do not provide legal advice or analysis directly and solely related to the legal aspects of his or her client's submittal/offer, but generally advocate one proposal over another are not allowable under this section because the lawyer is not providing professional legal services.

Similarly, communications with the intent to influence made by an engineer providing an engineering analysis prior to the preparation or submission of a submittal/offer are not allowable under this section since the engineer is providing technical services but not directly in the preparation, submission or negotiation of a covered Federal action.

(iii) Requirements imposed by or pursuant to law as a condition for receiving a covered

Federal award include those required by law or regulation and any other requirements in the actual award documents.

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(iv) Only those services expressly authorized by subdivisions (c)(2)(i) and (ii) of this clause are permitted under this clause.

(v) The reporting requirements herein must not apply with respect to payments of reasonable compensation made to regularly employed officers or employees of a person.

(d) Disclosure.

(1) If the Contractor, who requests or receives from an agency a Federal contract, has made or has agreed to make any payment using non-appropriated funds (to include profits from any Covered Federal action), to any person for the purpose of influencing or attempting to influence an officer or employee of any Agency, a Member of Congress, an officer or employee of Congress, or an employee of a Member of Congress on his or her behalf in connection with a Covered Federal action, the Contractor must file with that agency a disclosure form, OMB Standard Form LLL, Disclosure of Lobbying

Activities..

(2) The Contractor must file a disclosure form at the end of each calendar quarter in which there occurs any event that materially affects the accuracy of the information contained in any disclosure form previously filed by such person under subparagraph (d)(1) of this clause. An event that materially affects the accuracy of the information reported includes:

(i) A cumulative increase of $25,000 or more in the amount paid or expected to be paid for influencing or attempting to influence a covered Federal action; or

(ii) A change in the person(s) or individual(s) influencing or attempting to influence a covered Federal action; or

(iii) A change in the officer(s), employee(s), or Member(s) contacted to influence or attempt to influence a covered Federal action.

(3) The Contractor must require the certification, and if required, a disclosure form by any person who requests or receives any subcontractor exceeding $150,000 under the

Federal contract.

(4) All subcontractor disclosure forms must be forwarded from tier to tier until received by the prime Contractor. The prime Contractor must submit all disclosures to the

Contracting Officer at the end of the calendar quarter in which the disclosure form is submitted by the subcontractor.

(e) Agreement. The Contractor agrees not to make any payment prohibited by this clause.

(f) Penalties.

(1) Any person who makes an expenditure prohibited under paragraph (b) of this clause or fails to file or amend the disclosure form to be filed or amended by paragraph (b) must be subject to civil penalties as provided for by 31 U.S.C. 1352. An imposition of a civil

H-8 penalty does not prevent the Government from seeking any other remedy that may be applicable.

(2) Contractors may rely without liability on the representations made by their subcontractors in the certification and in the disclosure form.

(g) Cost allowability. Nothing in this clause makes allowable or reasonable any costs which would otherwise be unallowable or unreasonable. Conversely, costs made specifically unallowable by the requirements in this clause will not be made allowable under any other provision.

(End of clause)

H.1.3 AMS 3.13-15 Confidentiality of Data and Information (November 2016)

(a) In performance of this contract, the Contractor and any of its subcontractors, may need access to and use various data and information in the possession of the Government. This data and information may have been obtained under conditions which restrict the

Government's right to use and disclose this data and information or which may be adverse to the interests of the Government or other parties if it is disseminated or used in a capacity other than in performance of this contract. Therefore, the Contractor and its subcontractors agree to abide by any restrictive use conditions on such data and not to: (1) knowingly disclose such data and information to others without written authorization from the

Contracting Officer, unless it is already publicly available; or (2) use for any purpose other than the performance of this contract any data or information which bears a restrictive marking or legend which the Contractor has gained access to through the performance of this contract, or information that should be marked according to FAA Order 1600.75 "Protecting

Sensitive Unclassified Information (SUI)". For the sole purpose of this clause, "information" means any communication or representation of knowledge such as facts, data, or opinions in any medium or form, including textual, numerical, graphic, cartographic, narrative or visual form.

(b) In the event the work required to be performed under this contract requires access to proprietary data and information of other companies, the Contractor must obtain agreement from such other companies for such use unless such data are provided or made available to the Contractor by the Government. Two copies of such company-to-company agreements must be furnished promptly to the Contracting Officer for information only. These agreements must prescribe the scope of authorized use and disclosure of the proprietary data and information as well as any other terms and conditions to be agreed upon between the parties thereto. It is agreed by the Contractor that any such data or information, whether obtained by the Contractor pursuant to the aforesaid agreement or from the Government, must be protected from unauthorized use by or unauthorized disclosure to any individual, corporation, or organization so long as it remains proprietary. If necessary, at the direction of

Contracting Officer, the Contractor will be required to provide Non-Disclosure Agreements

(NDAs) for their employees and any sub-contractors who will require access to data and information that is:

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(1) designated for Official Government Use Only; or

(2) proprietary to other Government contractors.

(c) The Contractor agrees to conduct formal training to make employees aware of the requirement to maintain confidentiality of data and information as required above., The

Contractor must obtain from each employee in connection with this contract a signed Non-

Disclosure Agreement. This agreement must provide that the employee will not, during employment or anytime thereafter, disclose or use for current or future benefit of any party any of the data (to include any form of Sensitive Unclassified Information (SUI) described in

FAA Order 1600.75) or information not publicly available received in connection with the work under the contract.

(d) The Contractor agrees to hold the Government harmless and indemnify the Government as to any cost/loss resulting from the unauthorized use or disclosure of third party data or software by the Contractor, its employees, subcontractors, or agents.

(e) The Contractor agrees to include the substance of this clause in all subcontracts awarded under this contract. The Contracting Officer will consider case-by-case exceptions to this requirement for individual subcontracts in the event that:

(1) the Contractor considers this clause to be inappropriate and unnecessary in the case of a particular subcontract;

(2) the Contractor provides a written statement affirming absolute unwillingness of a subcontractor to perform, absent some relief from the substance of this prohibition and the reason why;

(3) use of an alternate subcontract source would unreasonably detract from the quality of effort; and

(4) the Contractor provides the Contracting Officer timely written advance notice of these and any other extenuating circumstances.

(f) Except as the Contracting Officer specifically authorizes in writing, upon completion of all work under this contract, the Contractor must return all such data and information described above obtained from the Government, including all copies, modifications, adaptations, or combinations thereof, to the Contracting Officer. Data obtained from another company must be disposed of in accordance with the Contractor's agreement with that company, or if the agreement makes no provision for disposition, must be returned to that company. The

Contractor must further certify in writing to the CO that all copies, modifications, adaptations, or combinations of such data or information which cannot reasonably be returned to the Contracting Officer (or to the appropriate company), have been deleted from the Contractor's (and any subcontractor's) records and destroyed. The FAA reserves the right to audit the deletion. The FAA must provide notice of the audit 10 calendar days prior to the audit.

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(g) These restrictions do not limit the Contractor's (or subcontractor's) right to use and disclose any data and information obtained from another source without restriction.

H.2 Key Personnel and Facilities

(a) The personnel and/or facilities as specified below are considered essential to the work being performed hereunder and may, with the consent of the contracting parties, be changed from time to time during the course of the contract.

(b) The required key personnel and the required experience and qualifications are:

(1) Program Manager - Has overall responsibility for all work efforts performed under the

INVERSE contract. Serves as the Contractor's primary focal point to the Government's

INVERSE Program Office. The Program Manager must be an employee of the Prime

Contractor, be assigned to INVERSE on a full-time basis, and possess at least 10 years of experience in program management.

(2) Security Lead - Has overall responsibility for the security management of the INVERSE enterprise. Must possess at least 10 years of experience in the security management of a

Government used system, with at least five (5) of the 10 years of experience associated with the security management of: (1) NIST Federal Information Processing Standards

(FIPS)-199 Moderate or High systems; or (2) National Security Systems as defined in

NIST Special Publication (SP) 800-59, Guideline for Identifying an Information System as a National Security System.

(3) Invoice Lead - Has the overall responsibility for ensuring monthly invoice review, expensing are completed in time and accurately. In addition, this person is responsible for ensuring invoice discrepancies are resolved within the terms of the contract.

(c) The Contractor agrees that the key personnel must be assigned to the performance of this contract and must not be removed from the contract or otherwise replaced unless authorized in accordance with this clause. The following instructions address the procedures for substituting key personnel:

(1) No substitution must be made by the Contractor without the expressed prior written consent of the CO. Any substitutions or additions are subject to the terms and conditions of this contract. During the first 12 months of contract performance, no key personnel substitution is permitted except in the event of disabling illness, death, disciplinary action, demotion, bona-fide promotion, or termination of employment. The CO may consider substitutions on a case-by-case basis. At least 30 calendar days before the

Contractor seeks to make a substitution or addition, it must notify the CO and provide the information required by Paragraph (2) below.

(2) All requests for substitutions or additions must provide the grounds for, and a detailed explanation of, the circumstances requiring the proposed substitution or addition. The

Contractor must also provide a complete resume for each proposed substitute or addition. The CO may request other information necessary to make a determination on a

H-11 request. The CO will allow substitutions if, at the CO's discretion, the proposed substitute possesses qualifications equal or higher than those of the Key Personnel to be replaced. Additional Key Personnel positions will be authorized and approved if determined by the CO, in consultation with the FAA Program Office, that such personnel are essential for successful accomplishment of the work required under this contract.

H.3 Release of Information

Except as required by law or regulations, the Contractor (including individual employees thereof) must not release or communicate information, including any news release, public announcement, or advertising material concerned with this contract, whether orally or in writing, unless authorized by the CO. News releases pertaining to this contract must not be made without prior approval of the CO. A minimum of one week notice is required for approval.

H.4 Representations, Certifications, and Notices to Offerors of Proposals

Representations and Certifications executed by the Contractor under Section K, Representations and Instructions, herein and included in the response to the Screening Information Request (SIR) may be incorporated by reference and may be made a part of the contract.

H.5 Interpretation of Contract

This written contract, executed modifications, and identified writings or documents incorporated by reference herein or physically attached hereto constitute the parties’ complete agreement. No other prior or contemporaneous agreements, written or oral, must be considered to change, modify, or contradict the agreement of the parties.

No oral statement of anyone, nor any written statement of anyone other than the CO or their designated authorized representative acting within the limits of the authority specified in such designation, may modify or otherwise affect any provision of this contract. All requests for interpretation or modification of this contract must be made in writing to the CO.

Any ambiguity in the contract will not be strictly construed against the drafter of the contract language, but must be resolved by applying the most reasonable interpretation under the circumstances, giving full consideration to the intentions of the parties at the time of contracting.

If the Contractor believes the contract contains any ambiguity, discrepancy, inconsistency, or conflict in or between the specifications and the applicable drawings or other documents incorporated by reference herein, the Contractor must bring the matter to the attention of the CO when identified. Failure to raise such issues within a reasonable timeframe may be deemed a waiver and release.

The terms and conditions defined in Section H.5 apply to the offeror’s or contractor’s obligations regarding the identification of any potential inconsistencies in the SIR or subsequent contract.

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H.6 Notification of Debarment, Suspension, or Ineligibility Status

The Contractor and its subcontractors must provide immediate notice to the CO in the event of being suspended, debarred, or declared ineligible by any Federal Government Agency or

Department or of receiving a notice of proposed suspension, debarment, or ineligibility from any

Federal Government Agency or Department during the performance of this contract.

H.7 Notice to the Government of Delays

The Contractor must immediately notify the CO and the Contracting Officer’s Representative

(COR) and provide pertinent details in writing when:

(1) the Contractor encounters difficulty in meeting performance requirements;

(2) the Contractor anticipates difficulty complying with a contract or task order (TO) delivery schedule or date; or

(3) the Contractor has knowledge that any actual or potential situation is delaying or threatens to delay the timely performance of this contract or a TO.

The production or acceptance of any writing required by this provision must not be construed as a waiver by the Government of any delivery schedule or date or of any rights or remedies provided by law or under this contract.

These conditions apply regardless of whether a potential or actual delay affects items on the critical path for system development, INVERSE User Portal or a Task Order.

H.8 Information Technology Accessibility for Persons with Disabilities

All services and Electronic Information Technology (EIT) delivered under this contract must comply with Federal Electronic and Information Technology Accessibility Standards, as required by 29 United States Code (U.S.C.) § 794d.

H.9 Software Licenses

The INVERSE contractor is responsible for the terms, conditions, and fees associated with software license agreements required by the developers of the software used by the INVERSE contractor in providing any of the tools used to perform the scope of this contract.

H.10 Definitions of Key Terms

Contractor – Except when specifically defined or stated to the contrary, references to

“Contractor” in this contract apply to the INVERSE Prime Contractor and all members of the

INVERSE contract team including subcontractors.

Days – Except when specifically defined or stated to the contrary, all references to “days” in this contract correspond to calendar days.

INVERSE System – Refers to the automated capabilities required under Section 3 INVERSE

Functional and Performance Specification (IFPS) Attachment J-1.

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H.11 Responsibility for Performance and Flow-Down of Requirements

The Prime Contractor must be responsible for the performance of all services performed and provided under this contract. The Prime Contractor must be responsible for ensuring compliance with applicable INVERSE requirements by all INVERSE subcontractors. The Prime Contractor must flow-down all applicable INVERSE-specific requirements to entities with which it enters into formal agreements to obtain services and products used to provide the services ordered by the Government under the INVERSE contract.

H.12 Price Reductions

(a) The Contractor may reduce contract prices at any time.

(b) The Government may request a price reduction when it believes that marketplace conditions or other factors have changed to affect the fairness and reasonableness of established

INVERSE prices.

(c) Price reductions are subject to the following conditions:

(1) The Contractor must submit proposed price reductions to the CO.

(2) Any price reductions offered must not alter the performance or other requirements of the contract.

(3) Price reduction proposals must include all contract pricing tables, and the effective date(s) of the price reduction. The Contractor must provide all revised pricing tables in electronic format(s) to be specified by the Government at the time of submission.

(4) The proposed price reduction must be effective upon incorporation into the contract.

(5) Should the Government execute a price reduction modification on a date after the proposed price reduction effective date, in accordance with Section H.15 subsection

(c)(2), the price reduction must be deemed to have occurred on the first day of the next invoicing period for that service.

H.13 Incorporation of Proposals into the Contract

The Government reserves the right to incorporate any part of the selected offeror’s proposal into the INVERSE contract as determined by the Government at contract award or any time during contract performance. In addition, with respect to TO Requests for Proposal (TORFPs) issued after contract award, the Government reserves the right to incorporate any part of a TO proposal into the INVERSE contract upon acceptance of the TO proposal or any time during task order performance.

While Contractor proposal language may not be incorporated into the contract, the Contractor must provide solutions as proposed, unless otherwise agreed upon by the Government.

H.14 Exclusion from Performing the INVERSE Contract

The INVERSE Contractor Team can have no contractual relationship with FENS service providers or EIS service providers that would cause a conflict of interest during the performance

H-14 of the INVERSE contract. The determination as to what constitutes a conflict of interest will be made by the Government.

H.15 INVERSE Workload

The INVERSE contractor’s workload will generally follow the monthly billing cycle on the

FENS and EIS contracts. The magnitude of the workload will be affected by the volume of service orders invoiced and other parameters that cannot be forecast with certainty. The projections provided during the pre-award phase of this contract do not represent a commitment by the government to the INVERSE contractor for a particular workload level. The actual

INVERSE workload will depend upon the following at a minimum:

(a) the pace and the scope of the FENS transition.

(b) the volume of service orders for new service requirements (a.k.a. “emerging requirements”).

(c) the volume of change orders and disconnects to FENS services.

(d) the volume of services and changes on the EIS contract.