693KA9-25-R-00002 eLearning SIR.pdf

Federal Aviation Administration (FAA)

800 Independence Avenue SW, Washington, DC 20591

See Section L.4

SOLICITATION, OFFER AND AWARD

1. THIS CONTRACT IS A RATED ORDER RATING

UNDER DPAS (15 CFR 7900)

PAGE OF PAGES

1 86

2. CONTRACT NUMBER

3. SOLICITATION NUMBER

693KA9-25-R-00002

4. RESERVED 5. DATE ISSUED

6. REQUISITION/PURCHASE NUMBER

N/A

7. ISSUED BY CODE AAQ420-AFN 8. ADDRESS OFFER TO (If other than item 7)

9. See Section L for proposal submittal instructions.

SOLICITATION

CAUTION - LATE Submissions, Modifications, and Withdrawals: See Section L of Submittals, AMS 3.2.2.3-14. All offers are subject to all terms and conditions contained in this solicitation.

10. FOR

INFORMATION

CALL:

A. NAME

Warren Connley

B. TELEPHONE (NO COLLECT CALLS) C. E-MAIL ADDRESS

warren.e.connley@faa.gov

AREA CODE

NUMBER

EXT.

11. TABLE OF CONTENTS

(X) SEC. DESCRIPTION PAGE(S) (X) SEC. DESCRIPTIO

N

PAGE(S)

PART I - THE SCHEDULE PART II - CONTRACT CLAUSES

A SOLICITATION/CONTRACT FORM 1

I CONTRACT CLAUSES 22-53

B SUPPLIES OR SERVICES AND PRICES/COSTS 2-4 PART III - LIST OF DOCUMENTS, EXHIBITS AND OTHER ATTACH.

C DESCRIPTION/SPECS./WORK STATEMENT 5 -7

J LIST OF ATTACHMENTS 54

D PACKAGING AND MARKING 8 PART IV - REPRESENTATIONS AND INSTRUCTIONS

E INSPECTION AND ACCEPTANCE 9

K

REPRESENTATIONS, CERTIFICATIONS AND

OTHER STATEMENTS OF OFFERORS

55-68

F DELIVERIES OR PERFORMANCE 10

G CONTRACT ADMINISTRATION DATA 11-15

L INSTRS., CONDS., AND NOTICES TO OFFERORS 69-81

H SPECIAL CONTRACT REQUIREMENTS 16-21

M EVALUATION FACTORS FOR AWARD 82-86

OFFER (Must be fully completed by offeror)

NOTE: Item 12 does not apply if the solicitation includes the provisions at AMS 3.2.2.3-2, Minimum Offer Acceptance Period.

12. In compliance with the above, the undersigned agrees, if this offer is accepted within calendar days (60 calendar days unless a different period is inserted by the offeror) from the date for receipt of offers specified above, to furnish any or all items upon which prices are offered at the set opposite each item, delivered at the designated point(s), within the time specified in the schedule.

13. DISCOUNT FOR PROMPT PAYMENT

(See Section I, AMS 3.3.1-6)

10 CALENDAR DAYS (%) 20 CALENDAR DAYS (%) 30 CALENDAR DAYS (%) CALENDAR DAYS(%)

14. ACKNOWLEDGMENT OF AMENDMENTS

(The offeror acknowledges receipt of amendments to the SOLICITATION for offerors and related documents numbered and dated):

AMENDMENT NO. DATE AMENDMENT NO. DATE

15A. NAME AND

ADDRESS

OF OFFER-

OR

CODE FACILITY 16. NAME AND THE TITLE OF PERSON AUTHORIZED TO SIGN OFFER

(Type or print)

TBD

15B. TELEPHONE NUMBER

15C. CHECK IF REMITTANCE ADDRESS IS

DIFFERENT FROM ABOVE - ENTER SUCH

ADDRESS IN SCHEDULE.

17. SIGNATURE 18. OFFER DATE

AREA CODE NUMBER EXT.

AWARD (To be completed by Government)

19. ACCEPTED AS TO ITEMS 20. AMOUNT 21. ACCOUNTING AND APPROPRIATION

22. RESERVED 23. SUBMIT INVOICES TO ADDRESS SHOWN IN ITEM

(4 copies unless otherwise specified)

24. ADMINISTERED BY (If other than Item 7) 25. PAYMENT WILL BE MADE BY CODE

26. NAME OF CONTRACTING OFFICER (Type or print) 27. UNITED STATES OF AMERICA

(Signature of Contracting Officer)

28. AWARD DATE

IMPORTANT - Award will be made on this Form, or on Standard Form 26, or by other authorized official written notice.

OMB Control No. 2120-0595 (SF-33) FAA Template No. 2 (07/17

SIR No. 693KA9-25-R-00002 Section B - Supplies or Services and Price/Cost

PART I - SECTION B

SUPPLIES/SERVICES & PRICE/COST

B.1 GENERAL

The Federal Aviation Agency’s (FAA) Office of Leadership and Learning Institute (AHD-100) within the Human Resources Office (AHR-1) has a continuing requirement for a comprehensive suite of eLearning service offerings to support training requirements of the FAA’s 70,611 employees and contractors. These learning services are made available to all FAA employees through FAA’s e-

Learning Management System (eLMS) in support of the Corporate Learning Program. Requirements include a broad range of commercially available and specialized training and learning solutions tailored for U.S. federal government employees.

The Contractor must provide all management, supervision, labor, software, facilities, equipment, material supplies, and services (except as may be expressly set forth in this contract as furnished by the

Government) and otherwise do all things necessary for, or incident to, the performance of the service solutions set forth under Section C, Statement of Work. The contractor will be subject to all terms and conditions of this contract.

This procurement will be a full and open competition with a single award envisioned.

B.2 BASE AND OPTION PERIODS

The term of this contract includes a one-year Base Period, four one-year Option Periods and one six-month Option Period pursuant to AMS 3.2.4-34 Option to Extend Services for a total period of performance (POP) of up to five and a half years.

B.3 CONTRACT TYPE

Firm Fixed Price (FFP)

B.4 PRICING / CLIN STRUCTURE

The following section provides the Pricing/CLIN structure for this contract. Services performed under all CLINs in this Section must be in accordance with Section C, Statement of Work.

The following Section C requirements must be included in the yearly fixed service pricing:

For 30,000 Users:

C.2.1 Business Skills

C.2.2 Information Technology eLearning

C.2.4 Productivity and Collaboration Tools

C.2.5 Books Productivity and Collaboration Tools

C.2.6 On-Demand Books Collection

C.2.7 On-Demand Chapters to Go

C.2.8 Legal Compliance / Environmental, Safety & Health eLearning

For 2,500 Users:

C.2.3 Leadership Development eLearning

Base Period:

CLIN Description Unit Price Quantity Amount

0001 E Learning Services –

Yearly Pricing

$___________ 1 Lo. $___________

Option Year One:

1001 E Learning Services –

Option Year Two:

2001 E Learning Services –

Option Year Three:

3001 E Learning Services –

Option Year Four:

4001 E Learning Services –

AMS 3.2.4-34 Option to Extend Services – Six Months

5001 E Learning Services –

Six-Month Pricing

$____*_______ 1 Lo. $______*_____

*Note: The Government will insert the Unit Price, which will be the Unit Price for Option Year

Four and the Amount, which will be calculated as the price of Option Year Four divided by two.

Total Amount – All Years

Total Amount

(End of Section B)

SIR No. 693KA9-25-R-00002 Section C – Descriptions/Specifications/Work Statement

PART I - SECTION C

DESCRIPTION/SPECIFICATIONS/WORK STATEMENT

C.1 BACKGROUND

The Office of Leadership and Learning Institute (AHD-100) within the Human Resources Office (AHR-1) is at the forefront of the administration of the FAA's mandatory and leadership training in its relationships with agency employees. The responsibilities of this office include assigning mandatory training to FAA’s

47,000 employees and contractors and leadership development. FAA Leadership and Learning Institute maintains licenses for access to e-Learning Libraries and makes them available to all FAA employees through FAA’s e-Learning Management System (eLMS) in support of the Corporate Learning Program.

Requirements include a broad range of commercially available and specialized training and learning solutions tailored for U.S. federal government employees.

C.2 SCOPE / TECHNICAL REQUIREMENTS

The Contractor’s eLearning services must support the following curriculum areas.

C.2.1 Business Skills

The on-line E-Learning platform must provide a comprehensive suite of eLearning service offerings covering Business/Professional development. The platform must provide on-line access to courses, tools, books, audiobooks, and video instructional material that provides a broad range of learning assets supporting a variety of skills needed to develop professional competencies in areas such as Management, Productivity & Collaboration, Business Operations, , Project Management Institute, Professional

Development, AI Business Transformation, Project Management and Security.

C.2.2 Information Technology eLearning covering IT learning. The platform must provide on-line access to courses, tools, books, audiobooks, and video instructional material that provides a broad range of learning assets supporting a variety of skills needed to develop technical expertise in areas such as Artificial Intelligence, Cybersecurity, Engineering, Productivity & Collaboration Tools, Oracle, Cloud Services, Software Development, IT Security, Programming, and Data Science.

C.2.3 Leadership Development eLearning covering Leadership Development. The platform must provide on-line access to courses, tools, books, audiobooks, and video instructional material that provides a broad range of learning assets supporting a variety of skills needed to develop leadership skills in areas such as Business Strategy, Professional

Development, Teambuilding, Learning Innovation, Leadership Skill Development and Leadership

Transformation.

C.2.4 Productivity and Collaboration Tools

The online E-Learning platform must provide Productivity and Collaboration Tools designed to cover formal and informal learning needs of an organization with 500+ titles. The collection must deliver a strong combination of in-depth courseware and mentoring services to support continuing professional education, new technology rollouts and other learning program priorities. The platform must provide on-line access to courses, tools, books, audiobooks, and video instructional material that provides a broad range of learning assets supporting a variety of skills needed to develop leadership skills in areas defined in C.2.3.

C.2.5 Books Productivity and Collaboration Tools

The online E-Learning platform must provide Books Productivity and Collaboration Tools comprised of full-text online books that provide valuable instruction and quick answers to questions on a wide range of devices, office applications and graphical programs. The collection must provide recent, relevant, best-in-class titles, so users can find the answers they need when they need them. The platform must provide on-line access to courses, tools, books, audiobooks, and video instructional material that provides a broad range of learning assets supporting a variety of skills needed to develop leadership skills defined in C.2.3.

C.2.6 On-Demand Books Collection

The online E-Learning platform must provide on-demand access to the unabridged contents of thousands of

IT and technology books and documents. The fully searchable, web-based environment must be easily accessible from desktop or mobile devices. The platform must provide on-line access to courses, tools, books, audiobooks, and video instructional material that provides a broad range of learning assets supporting a variety of skills needed to develop leadership skills defined in C.2.3.

C.2.7 On-Demand Chapters to Go

The online E-Learning platform must provide learners the ability to download book chapters to print/read offline for personal use. Each learner must have the ability to download up to 15 chapters of any combination of books every 90 days. The platform must provide on-line access to courses, tools, books, audiobooks, and video instructional material that provides a broad range of learning assets supporting a variety of skills needed to develop leadership skills defined in C.2.3.

C.2.8 Legal Compliance / Environmental, Safety & Health eLearning covering Legal Compliance / Environmental, Safety & Health. The platform must provide on-line access to courses, tools, books, audiobooks, and video instructional material that provides a broad range of learning assets supporting a variety of skills needed to develop expertise in areas such as Workforce

Compliance, Ethics and Integrity, Harassment, Workforce Safety &Health, Federal Government

Contracting, Cybersecurity, Privacy & Data Protection, Health & Safety, Compliance, Post-pandemic

Workplace, Environmental and Transportation Safety.

C3 FedRAMP REQUIREMENTS

The Contractor eLearning platform must comply with Federal Risk and Authorization Management

Program (FedRAMP) requirements.

(End of Section C)

SIR No. 693KA9-25-R-00002

Part I – The Schedule Section D – Packaging and Marking

PART I - SECTION D

PACKAGING AND MARKING

D.1 PACKING AND PACKAGING

All deliverables under this contract must be preserved and packaged in accordance with the most economical and best commercial practices to assure delivery at the destination and to prevent deterioration and damage due to shipping, handling and storage hazards.

D.2 GENERAL MARKING

In addition to information provided with shipping instructions, all deliverables must be marked on the outside of the packaging with the following:

1. FAA contract number;

2. Contractor's name and address; and

3. List of contents.

4. Contract number and

5. Applicable Data Rights Notices

D.3 MARKING OF REPORTS

The Contractor must mark all data deliverables as follows:

1. Report Title;

2. Contract number;

3. Order number;

4. Date; and

5. Distribution.

(End of Section D)

Section E – Inspection and Acceptance

PART I - SECTION E

INSPECTION AND ACCEPTANCE

The following contract clause or clauses pertinent to this section are hereby incorporated by reference:

3.10.4-4 Inspection of Services - Both Fixed-Price & Cost Reimbursement (April 1996)

E.2 INSPECTION AND ACCEPTANCE

(a) The Contracting Officer, or their duly authorized representative, is authorized to perform inspection on behalf of the Government for the purpose of acceptance of all materials, data, or services to be provided. In this regard, the Contracting Officer’s Representative (COR) is an authorized representative of the Contracting Officer. Final acceptance of all deliverables under this contract must be made by the Contracting Officer or designee, in writing.

(b) Inspection, review or the anticipation of acceptance/approval of a deliverable item during the course of its preparation must not be construed as assurance of acceptance of the finished product.

(End of Section E)

Section F – Deliverables or Performance

PART I - SECTION F

DELIVERIES OR PERFORMANCE

The following contract clause or clauses pertinent to this section are hereby incorporated by reference:

3.10.1-9 Stop-Work Order (October 1996)

3.10.1-24 Notice of Delay (March 2009)

F.1 PERIOD OF PERFORMANCE

The period of performance of this contract is a one-year base period, four one-year option periods and one six-month option pursuant to 3.2.4-34 Option to Extend Services, for a maximum total period of performance of up to five and a half years.

CLIN Period of Performance*

*Note: Actual dates will be filled in at contract award

F.2 PLACE OF PERFORMANCE

Services specified under this contract must be performed at the Contractor’s facility.

(End of Section F)

Section G - Contract Administrative Data

PART I - SECTION G

CONTRACT ADMINISTRATION DATA

Clause Title

3.10.1-22 Contracting Officer’s Representative (April 2012)

G.1 CONTRACT ADMINISTRATION POINTS OF CONTACT

Contracting Officer Federal Aviation Administration

Warren Connley

800 Independence Avenue, S.W.

Washington, D.C. 20591

Email: warren.e.connley@faa.

Contracting Specialist

Federal Aviation Administration

TBD*

800 Independence Avenue, S.W.

Washington, D.C. 20591

Email:

Contracting Officer’s Representative

(COR)

Federal Aviation Administration

TBD*

800 Independence Avenue, S.W.

Washington, D.C. 20591

Phone:

Email:

*Note: Information will be filled in at contract award

G.2 CONTRACTING OFFICER’S AUTHORITY

The Contracting Officer assigned to this contract has responsibility for ensuring the performance of all necessary actions for effective contracting, ensuring compliance with the terms of the contract, and safeguarding the interests of the United States in its contractual relationships. In this regard, the Contracting Officer is the only individual who has the authority to enter into, administer, or terminate this contract. In addition, the Contracting Officer is the only person authorized to approve changes to any of the requirements under this contract, and notwithstanding any provision contained elsewhere in this contract, the said authority remains solely with the Contracting Officer.

The Contractor must immediately notify the Contracting Officer for clarification when a question arises regarding the authority of any person to act for the Contracting Officer under the contract or when the Contractor receives direction that appears outside contract scope.

It is the responsibility of the Contractor to contact the Contracting Officer immediately if there is even the appearance of any technical direction that is or may be outside the scope of the contract.

Costs incurred that were not authorized by the Contracting Officer and/or work outside the scope of the contract must be considered unallowable costs and will not be reimbursed by the

Government.

G.3 CONTRACTING OFFICER’S REPRESENTATIVE

The COR is responsible for the technical administration of the contract and the technical liaison with the Contractor. The COR is not authorized to change the scope of work or specifications in the contract, to make any commitments or otherwise obligate the Government or authorize any changes which affect the contract price, delivery schedule, period of performance, or other terms and conditions of the contract.

The COR is responsible for monitoring progress and overall technical management of the work hereunder and will be contacted regarding questions or problems of a technical nature.

In no event, however, will any understanding or agreement, modification, change order, or other matter deviating from the terms of the contract between the Contractor and any person other than the Contracting Officer be effective or binding upon the Government, unless a contract modification or letter of direction is executed by the Contracting Officer prior to completion of this contract.

On all matters that pertain to contract terms, the Contractor will contact the Contracting Officer.

When, in the opinion of the Contractor, the COR requests effort outside the existing scope of the contract, the Contractor will promptly notify the Contracting Officer. The Contractor under such request will take no action unless and until the Contracting Officer has issued a letter of direction or a contract modification.

G.4 CORRESPONDENCE PROCEDURES

To promote timely and effective contract administration, correspondence submitted under this contract (except invoices and deliverable items) must be subject to the following procedures:

(a) Technical correspondence of a routine nature must be addressed to the designated COR with an information copy of the correspondence to the Contracting Officer listed in G.2.

(b) Other considerations including technical correspondence involving technical issues and correspondence proposing or otherwise involving waivers, deviations or modifications to the contract, must be addressed to the Contracting Officer listed in G.2, with information copies to the COR.

(c) All correspondence must include the contract number.

G.5 ELECTRONIC COMMUNICATIONS

The Contractor must assure an electronic means for communicating with FAA personnel. The

Contractor must ensure that the communications are compatible with the FAA’s electronic mail system which is currently MS Outlook. The Contractor must also ensure that the Contractor’s electronic mail has the capability to receive and retrieve attachments.

All contract reports/deliverables, including invoices, must be made in electronic format with all linkages and interdependencies readily traceable.

G.6 BILLING INSTRUCTIONS

The Department of Transportation (DOT) uses the Delphi financial system located at the

Enterprise Services Center (ESC) to process invoice payments for the FAA. DOT has implemented a program to automate the invoice payment process via Delphi’s e-Invoicing web-portal. The Delphi e-Invoicing web-portal is a real-time electronic invoicing tool that improves efficiency and data transparency by reducing the time between invoice submission and payment, and by providing suppliers with accurate invoice status reporting capabilities.

(a) Invoices must be submitted monthly in accordance with AMS 3.2.4-5, Allowable Cost and Payment (October 2019). Payment is subject to review, approval and certification by the CO and COR. In the event of questioned costs, the CO may withhold any or all invoice amounts until the Contractor provides all required data to the satisfaction of the CO. The payment will be made pursuant to FAA AMS 3.3.1-34 Payment by Electronic Funds

Transfer/Central Contractor Registration.

(b) Compliance with these instructions will reduce correspondence and other causes for delay to a minimum, and will thus promote prompt payments to the Contractor. Invoices must be submitted no more frequently than once per month unless prior written consent is obtained from the CO and supporting cost documentation is as described in this section.

(c) Invoices must be submitted in electronically via the Delphi e-Invoicing web-portal. The instructions and information required to set-up a Delphi e-Invoicing web-portal account are below:

1. Please provide the following information to the ESC via 9-AMC-FAA-iSupplier@faa.gov

a. Name

b. Email Address

c. Phone Number

2. Once verified, ESC will generate a new Delphi user account and email it to you.

3. Once you receive a user account in Delphi, you will be required to create a Login.gov account (https://login.gov/) using the same e-mail address provided to the ESC for the

Delphi e-Invoicing web-portal account. An email containing instructions to complete this process will be sent to you once your Delphi account has been established.

4. When the login.gov account is established, you will use this account to access the

Delphi e-Invoicing web-portal.

For changes to existing accounts or system issues (i.e. login issues) related to your Delphi account please contact the ESC Delphi Help Desk at (405) 954-3000; or (866) 641-3500. For additional Delphi user account creation, please provide the following information to ESC at: 9-

AMC-FAA-iSupplier@faa.gov.

a. Name

b. Email Address

c. Phone Number

(d) Upon completion, termination, or expiration of the contract, the Contractor must submit a final voucher clearly marked “FINAL”. The final voucher must contain an itemized accounting of total contract costs that includes:

• Certification that all contractual requirements have been satisfied; and

• Certification that all previous Contractor vouchers have been paid.

G.7 INTERPRETATION OR MODIFICATION

No verbal statement by any person, and no written statement by anyone other than the

Contracting Officer, or his/her authorized representative acting within the scope of his/her authority, will be interpreted as modifying or otherwise affecting the terms of this solicitation or any resulting contract. All requests for interpretation or modification will be made in writing to the Contracting Officer.

G.8 RELEASE OF GOVERNMENT OBLIGATION

The Contractor, and each assignee under an assignment entered into under this contract, and in effect at the time of final payment under this contract, must execute and deliver, as a condition precedent to final payment under this contract, a release discharging the Government, its officers, agents, and employees of and from all liabilities, obligations, and claims arising out of or under this contract, subject only to the following exceptions:

Specified claims in stated amounts, or in estimated amounts if the amounts are not susceptible of exact statement by the Contractor; and

Claims, together with reasonable incidental expenses, based upon the liabilities of the

Contractor to third parties arising out of performing this contract, that are not known to the

Contractor on the date of the execution of the release, and of which the Contractor gives notice in writing to the Contracting Officer not more than one (1) year after the date of the release or the date of any notice to the Contractor that the FAA is prepared to make final payment, whichever is earlier.

If the release contains such exceptions, whether to accept it and issue final payment is within the sole discretion of the FAA Contracting Officer

G.9 REPORTS OF PROBLEMS

The Contractor must bring actual or potential problems to the attention of the Contracting

Officer and/or COR as soon as they are known. Oral reports must be followed by written narrative reports to the Contracting Officer within 5 working days.

(End of Section G)

Section H – Special Contract Provisions

PART I - SECTION H

SPECIAL CONTRACT PROVISIONS

The following contract clause or clauses pertinent to this section are hereby incorporated by full text:

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)

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.

(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.

(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.

(End of clause)

H.1 REPRESENTATIONS AND CERTIFICATIONS

Representations and Certifications executed by the Contractor under Section K herein and included in the response to the SIR must be deemed to be incorporated herein by reference and made a part of the contract.

H.2 INTERPRETATION OF CONTRACT (NOTICE OF AMBIGUITIES)

(a) This written contract and any and all identified writings or documents incorporated by reference herein or physically attached hereto, constitute the parties' complete agreement, and no other prior or contemporaneous agreements either written or oral must be considered to change, modify or contradict it. 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.

(b) It is the obligation of the Contractor to exercise due diligence to discover and to bring to the attention of the Contracting Officer at the earliest possible time, any ambiguities, discrepancies, inconsistencies, or conflicts in or between the specifications and the applicable drawings or other documents incorporated by reference herein. Failure to comply with such obligations may be deemed a waiver and release of any and all claims for extra costs or delays arising out of such ambiguities, discrepancies, inconsistencies and conflicts.

H.3 NOTIFICATION OF DEBARMENT/SUSPENSION 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 upon receipt of a notice of proposed suspension, debarment or ineligibility from any Federal Government Agency or Department during the performance of this contract.

H.4 DISSEMINATION OF CONTRACT INFORMATION

The Contractor must not publish, permit to be published, or distribute for public consumption any information, oral or written, concerning the results or conclusions made pursuant to the performance of this contract, without the prior written consent of the CO. This statement includes seminars, professional society meeting and conferences, and meetings with foreign dignitaries both government and from the private sector. Soft copies of any material proposed to be published or distributed must be submitted to the CO. The following schedule is established as a guideline when requesting consent (business days):

a. Written information - 20 days

b. Oral information - 20 days

c. Congressional information - 15 days

For any Contractor proposals for prospective work, exclusive of this contract, for which the

Contractor may employ information generated in the performance of this contract, the

Contractor must request in writing and obtain permission in writing from the CO before submitting such information as part of a proposal. Such request must include a brief description of the requirement for which the Contractor is proposing and indicate the

Government or business entity to which the proposal is being submitted.

H.5 NOTICE TO THE GOVERNMENT OF DELAYS

In the event the Contractor encounters difficulty in meeting performance requirements, or when difficulty is anticipated in complying with the contract delivery schedule or date, or whenever the Contractor has knowledge that any actual or potential situation is delaying or threatens to delay the timely performance of this contract, the Contractor must immediately notify the Contracting Officer and the COR, in writing, giving pertinent details, provided that this data must be informational only in character and that compliance with 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.

H.6 SAVE HARMLESS AND INDEMNITY AGREEMENT

Only to the extent of its direct responsibility, the Contractor must save and keep harmless and indemnify the Government against any and all liability, claims, and costs of whatever kind and nature, for injury to or death of a person or persons and for loss or damage to any property

(Government or otherwise) occurring in connection with or arising out of the occupancy, use, service, operations, or performance of work in connection with this contract, resulting from the negligent acts, fault or omissions of the Contractor, any subcontractor, or any employee, agent, or representative of the Contractor or any subcontractor.

H.7 SECTION 508 OF THE REHABILITATION ACT AMENDMENT OF 1998

The Contractor must comply with the applicable portions of Section 508 of the Rehabilitation

Act of 1973, as amended (28 U.S.C. § 794(d) and as implemented by 36 C.F.R. part 1194, to ensure that Federal employees with disabilities have access to and use of information and data that is comparable to the access and use by Federal employees who are not individuals with disabilities. Section 508 does not require the installation of specific accessibility-related

.software or the attachment of an assistive technology device at a workstation of a Federal employee who is not an individual with a disability. The Architectural and Transportation

Barriers Compliance Board (Access Board) accessibility standards for electronic and information technology covered by Section 508 can be found at http://www.faa.gov/documentLibrary/media/Order/FAA_Order_1370.120.pdf

H.8 RELATIONSHIPS, INTERPRETATIONS AND MODIFICATIONS

The Contractor must provide support to the Government by completing work within the SOW.

The Contractor must not provide technical direction of, or assume the Government's responsibility under any programs. Although the effort under this contract may include recommendations to the Government, specific Government approval and action will be necessary before such recommendations can become effective. The Contractor's efforts must not be binding on other Government Contractors. The Contractor must not take any action with respect to other

Contractors which causes any change in their contract scope of work, cost, or scheduling. No oral statement of any person, and no written statement of anyone other than the CO or the COR, acting within the limits of the authority specified in such designation, must modify or otherwise affect any provision of this contract.

H.9 POST AWARD CONFERENCE

The Contractor must participate in a post award conference within 10 business days after contract award. The purpose of this conference is to aid both the Contractor and the Government in achieving a clear and mutual understanding of all contract requirements, and identify and resolve potential contract issues, unclear contract wording, or to clarify other questions.

The COR is responsible for establishing the time and place of the conference and will notify the appropriate Government representatives and the Contractor. The conference may be conducted at a location within the Washington, DC commuting area at the Government’s discretion.

H.10 PRESIDENTIAL DIRECTIVES

FAA shall comply with all Presidential directives. If any clause, provision, term, or condition in this SIR or contract is inconsistent with any Executive Order or Presidential Memoranda issued on or after January 20, 2025, or implementing guidance thereof, FAA will take action it deems appropriate and as permitted by law to correct any such inconsistency to include finding a provision or clause invalid. Applicable Executive Orders include, but are not limited to:

• Executive Order 14148 of January 20, 2025, Initial Recissions of Harmful Executive

Orders and Actions.

• Executive Order 14151 of January 20, 2025, Ending Radical and Wasteful Government

DEI Programs and Preferencing.

• Executive Order 14154 of January 20, 2025, Unleashing American Energy.

• Executive Order 14168 of January 20, 2025, Defending Women From Gender Ideology

Extremism and Restoring Biological Truth to the Federal Government

• Executive Order 14173 of January 21, 2025, Ending Illegal Discrimination and Restoring

Merit-Based Opportunity.

(End of Section H)

Request SIR No. 693KA9-19-R-00007

Section I – Contract Clauses

PART II - SECTION I

CONTRACT CLAUSES

AMS clauses through Change 120 October 2024

I.1 3.1-1 CLAUSES AND PROVISIONS INCORPORATED BY REFERENCE (July

2019)

This screening information request (SIR) or contract, as applicable, incorporates by reference the provisions or clauses listed below with the same force and effect as if they were given in full text. Upon request, the Contracting Officer will make the full text available, or offerors and contractors may obtain the full text via Internet at:

https://fast.faa.gov/contractclauses.cfm.

3.1.7-1 Exclusion from Future Agency Contracts (July 2018)

3.1.7-2 Organizational Conflicts of Interest (January 2023)

3.1.7-4 Organizational Conflict of Interest –Mitigation Plan Required (October 2019)

3.1.7-5 Disclosure of Conflicts of Interest (July 2018)

3.2.2.3-29 Integrity of Unit Prices (July 2004)

3.2.2.3-33 Order of Precedence (April 2024)

3.2.2.3-83 Prohibition Against Contracting with Inverted Domestic Corporations

(October 2015)

3.2.2.7-6 Protecting the Government’s Interest when Subcontracting with Contractors

Debarred, Suspended, or Proposed for Debarment (April 2023)

3.2.2.7-8 Disclosure of Team Arrangements (April 2008)

3.2.5-1 Officials Not to Benefit (October 2024)

3.2.5-3 Gratuities or Gifts (October 2024)

3.2.5-4 Contingent Fees (October 2024)

3.2.5-5 Anti-Kickback Procedures (October 2024)

3.2.5-6 Restrictions on Subcontractor Sales to the FAA (October 2024)

3.2.5-7

Disclosure Regarding Payments to Influence Certain Federal Transactions

(October 2024)

3.2.5-8 Whistleblower Protection for Contractor Employees (April 2024) https://fast.faa.gov/contractclauses.cfm

3.3.1-1 Payments (July 2018)

3.3.1-15 Assignment of Claims (July 2018)

3.3.1-17 Prompt Payment (October 2024)

3.3.1-20 Providing Accelerated Payment to Small Business Subcontractors (October

2012)

3.3.1-34 Payment by Electronic Funds Transfer-System for Award Management

(October 2024)

3.4.1-13 Errors and Omissions (July 1996)

3.4.2-6 Taxes-Contractors Performed in U.S. Possessions or Puerto Rico (October

1996)

3.4.2-8 Federal, State, and Local Taxes – Fixed Price Contract (July 2019)

3.5-1 Authorization and Consent (April 2023)

3.5-2 Notice and Assistance Regarding Patent and Copyright Infringement (January

2009)

3.5-13 Rights in Data–General (October 2014)

3.6.1-15 Post-Award Small Business Program Re-representation (July 2023)

3.6.2-2 Convict Labor (April 1996)

3.6.2-12 Equal Opportunity For Veterans (April 2022)

3.6.2-13 Equal Opportunity for Workers With Disabilities (April 2022)

3.6.2-14 Employment Reports on Veterans (April 2022)

3.6.2-39 Trafficking in Persons (October 2024)

3.6.2-44 Notification of Employee Rights Under the National Labor Relations Act (July

2023)

3.6.3-14 Use of Environmentally Preferable Products (October 2024)

3.6.3-20 Electronic Products Environmental Assessment Tool (EPEAT) (October 2024)

3.6.4-10 Restrictions on Certain Foreign Purchases (January 2010)

3.6.4-21 Export Control (July 2014)

3.6.6-1 Drug Free Workplace (April 2023)

3.6.6-2 Seat Belt Use by Contractor Employees (April 2023)

3.6.6-3 Contractor Policy to Ban Text Messaging While Driving (July 2023)

3.8.2-11 Continuity of Services – Expiring Contracts (October 2018)

3.8.9-2 Prohibition on Contracting for Certain Telecommunications and Video

Surveillance Services or Equipment (July 2023)

3.9.1-1 Contract Disputes (January 2020)

3.9.1-2 Protest After Award (August 1997)

3.10.1-7 Bankruptcy (April 1996)

3.10.1-12 Changes – Fixed Price (April 1996)

3.10.1-25 Novation and Change-of-Name Agreements (October 2007)

3.10.1-26 Contractor Performance Assessment Reporting System (July 2023)

3.10.1-28 Changes Required by Law (January 2024)

3.10.3-5 Use and Charges (October 2018)

3.10.6-1 Termination for Convenience of the Government (Fixed Price) (October 1996)

3.10.6-4 Default (Fixed Price Supply and Service) (January 2020)

3.13-11 Plain Language (July 2006)

3.13-14 Reporting Executive Compensation and First-Tier Subcontract Awards

(October 2023)

3.14-3 Foreign Nationals as Contractor Employees (July 2023)

3.14-4 Access to FAA Facilities, Systems, Government Property, and Sensitive

Information (April 2024)

3.14-5 Sensitive Unclassified Information (SUI) (January 2022)

3.14-6 Privacy or Security Safeguards (Nov 2016)

I.2 FAA AMS CLAUSES AND PROVISIONS PROVIDED IN FULL TEXT

I.2.2 3.2.4-34 Option to Extend Services (October 2019)

The Government may require continued performance of any services within the limits and at the rates specified in the contract. These rates may be adjusted only as a result of revisions to prevailing labor rates provided by the Secretary of Labor. The option provision may be exercised more than once, but the total extension of performance hereunder must not exceed 6 months. The Contracting Officer may exercise the option by written notice to the Contractor within the period specified in the Schedule.

I.2.3 3.2.4-35 Option to Extend the Term of the Contract (July 2021)

(a) The Government may extend the term of this contract by written notice (contract modification) to the Contractor prior to the expiration of the current period of performance provided, that the Government will give the Contractor a preliminary written notice of its intent to extend at least thirty (30) days before the contract expires. The preliminary notice does not commit the Government to an extension.

(b) If the Government exercises this option, the extended contract must be considered to include this option provision.

(c) The total duration of this contract, including the exercise of any options under this clause, must not exceed seven (7) years.

I.2.5 3.3.1-33 System for Award Management (January 2024)

(a) Definitions. As used in this clause

"Registered in the SAM database" means that the Contractor has entered all mandatory information, including the Unique Identity Identifier (UEI) or the Electronic Funds Transfer indicator, into the SAM database.

"System for Award Management (SAM) database" means the primary Government repository for Contractor information required for the conduct of business with the Government.

"Unique Entity Identifier (UEI)" (also known as the Unique Entity ID) means a number or other identifier used to identify a specific commercial, nonprofit, or Government entity.

See www.sam.gov for the designated entity for establishing unique entity identifiers.

"Electronic Funds Transfer indicator" means a 4-character suffix to the Unique Entity

Identifier. This 4-character suffix may be assigned at the discretion of the business concern to establish additional SAM records for identifying alternative Electronic Funds Transfer (EFT) accounts for the same parent concern.

(b)(1) By submission of an offer, the offeror acknowledges the requirement that a prospective awardee must be registered in the SAM database prior to award, during performance, and through final payment of any contract, basic agreement, basic ordering agreement, or blanket purchasing agreement resulting from this solicitation.

(2) The offeror must enter, in Representations, Certifications and Other Statements of Offerors

Section of the solicitation, the UEI or EFT indicator that identifies the offeror's name and address exactly as stated in the offer. The UEI will be used by the Contracting Officer to verify that the offeror is registered in the SAM database.

(c) If the offeror does not have a UEI, it should contact www.sam.gov directly to obtain one.

http://www.sam.gov/ http://www.sam.gov/

The offeror should be prepared to provide the following information:

(1) Company legal business name.

(2) Tradestyle, doing business, or other name by which your entity is commonly recognized.

(3) Company Physical Street Address, City, State, and ZIP Code.

(4) Company Mailing Address, City, State and ZIP Code (if different from physical street address).

(5) Company Telephone Number.

(6) Date the company was started.

(7) Number of employees at your location.

(8) Chief executive officer/key manager.

(9) Line of business (industry).

(10) Company Headquarters name and address (reporting relationship within your entity).

(d) If the offeror does not become registered in the SAM database in the time prescribed by the

Contracting Officer, the Contracting Officer may proceed to award to the next otherwise successful registered offeror.

(e) Processing time should be taken into consideration when registering. Offerors who are not registered should consider applying for registration immediately upon receipt of this solicitation.

(f) The Contractor is responsible for the accuracy and completeness of the data within the SAM database, and for any liability resulting from the Government's reliance on inaccurate or incomplete data. To remain registered in the SAM database after the initial registration, the

Contractor is required to review and update on an annual basis from the date of initial registration or subsequent updates its information in the SAM database to ensure it is current, accurate and complete. Updating information in SAM does not alter the terms and conditions of this contract and is not a substitute for a properly executed contractual document. If registered in

SAM as a Service-Disabled Veteran-Owned Small Business (SDVOSB), by submission of an offer, the offeror acknowledges that they are certified as an SDVOSB under the Small Business

Administration’s Veteran Small Business Certification Program (VetCert).

(g)(1)(i) If a Contractor has legally changed its business name, "doing business as" name, or division name (whichever is shown on the contract), or has transferred the assets used in performing the contract, but has not completed the necessary requirements regarding novation and change-of-name agreements in AMS Procurement Guidance, the Contractor must provide the responsible Contracting Officer a minimum of one business day's written notification of its intention to:

(A) Change the name in the SAM database;

(B) Comply with the requirements of AMS regarding novation and change-of-name agreements;

and

(C) Agree in writing to the timeline and procedures specified by the responsible Contracting

Officer. The Contractor must provide the Contracting Officer with the notification, sufficient documentation to support the legally changed name.

(ii) If the Contractor fails to comply with the requirements of paragraph (g)(1)(i) of this clause, or fails…