NISC IV SIR Section H - Amendment1.pdf

SIR No. 693KA9-20-R-00005

Amendment No. 0001

Section H - Page 1

PART I - SECTION H

SPECIAL CONTRACT REQUIREMENTS

Section H - Page 2

Table of Contents

H.1 TYPE OF CONTRACT

H.2 OVERTIME/COMPENSATORY TIME

H.2.1 OVERTIME

H.2.2 COMPENSATORY TIME

H.3 TREATMENT OF SPECIAL OR UNUSUAL COSTS

H.4 PERFORMANCE-BASED SERVICES CONTRACTING

H.5 SUBCONTRACTING GOALS

H.5.1 SUBCONTRACTING PLAN

H.5.2 SUBCONTRACTING REPORTS

H.6 REPRESENTATIONS AND CERTIFICATIONS

H.7 LIAISON AGREEMENTS

H.7.1 NON-DISCLOSURE AGREEMENTS

H.8 STANDARDS OF CONDUCT FOR CONTRACT PERSONNEL

H.9 NISC JOINT TRAINING

H.10 CHANGE IN PRICING AND ORDERING STRUCTURE

H.11 KEY PERSONNEL

H.12 AWARD FEE

H.12.1 ADDITIONAL AWARD FEE PROVISIONS

H.12.2 PROVISIONAL AWARD FEE

H.12.3 FEE DETERMINING OFFICIAL (FDO)

H.12.4 PERFORMANCE EVALUATION PLAN (PEP)

H.12.5 CONTRACTOR PERFORMANCE EVALUATION

H.13 COMPLIANCE TRAINING

H.13.1 ENVIRONMENTAL, OCCUPATIONAL SAFETY & HEALTH, AND ENERGY

H.13.2 SECURITY

H.13.3 ORGANIZATIONAL CONFLICT OF INTEREST

H.13.4 ETHICS TRAINING

H.14 ACCESS TO GOVERNMENT FACILITIES

H.14.1 FACILITY/SITE SECURITY

H.14.2 BADGES

H.14.3 FACILITY ACCESS TERMINATION

H.15 RETURN OF IDENTIFICATION CARDS

H.15.1 GOVERNMENT PERSONNEL

H.15.2 CONTRACTOR PERSONNEL

H.16 BEST VALUE

Section H - Page 3

H.17 MATERIAL PURCHASES

H.17.1 ITEM PURCHASING REQUIREMENTS

H.18 RESERVED

H.19 NATIONAL EMERGENCY

H.20 APPROVAL OF NON-U.S. CITIZENS ASSIGNED TO THIS CONTRACT

H.21 OFFICE SPACE

H.21.1 FAA OFFICE LOCATIONS

H.21.2 FAA-PROVIDED EQUIPMENT AND FURNISHINGS

H.21.3 NON-FAA OFFICE LOCATIONS

H.21.4 CONTRACTOR-SUPPLIED EQUIPMENT AND FURNISHINGS

H.22 CLAUSES APPLICABLE TO SUBCONTRACTS

H.23 RESPONSIBILITY OF PRIME CONTRACTOR TO MAKE PAYMENT TO

SUBCONTRACTORS

H.24 TERMINATION OF NISC IV TASK ORDERS/SUB-TASK ORDERS

H.24.1 NOTICE OF TERMINATION PROCESS

H.24.2 TERMINATION FOR CONVENIENCE/TERMINATION FOR DEFAULT

H.25 GOVERNMENT PROPERTY REPORTS

H.26 USE OF GOVERNMENT-OWNED VEHICLES

H.26.1 AUTHORIZATION FOR USE

H.26.2 OPERATION OF GOV AND SPV

H.27 RESERVED

H.28 RELOCATION COSTS

H.29 ELECTRONIC INTERFACE WITH FAA EMBEDDED SYSTEMS

H.30 RESERVED

H.31 RECRUITMENT OF FAA/FORMER FAA PERSONNEL

H.32 CONFIDENTIALITY OF DATA AND INFORMATION

H.32.1 RESTRICTIVE USE CONDITIONS

H.32.2 COMPANY-TO-COMPANY CONFIDENTIALITY

H.32.3 EMPLOYEE WRITTEN AGREEMENT REQUIREMENT

H.32.4 UNAUTHORIZED USE, DISCLOSURE, OR BREACH INDEMNIFICATION

H.32.5 SUBCONTRACT CONFIDENTIALITY REQUIREMENTS

H.32.6 WORK COMPLETION DATA AND INFORMATION CONFIDENTIALITY REQUIREMENTS

H.33 CONTRACTOR TRAVEL

H.33.1 CONTRACTOR CONTRACT-REQUIRED TRAVEL

H.33.2 TRAVEL OUTSIDE OF TASK ORDER SPECIFICATIONS

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H.33.3 TRAVEL REIMBURSEMENT

H.34 NON-REFUNDABLE AIRLINE TICKETS

H.34.1 AIRLINE TICKET CRITERIA

H.35 ORDERING OF SPECIAL COMPUTING EQUIPMENT

H.36 INVOICED COSTS

H.37 RESERVED

H.38 WEATHER, HOLIDAYS AND OTHER CLOSURES

H.38.1 PAYMENT REQUIREMENTS FOR LATE ARRIVAL/EARLY DISMISSAL

H.39 RESERVED

H.40 PROGRAM MANAGEMENT GUIDE

H.41 TRAINING

H.41.1 FAA REQUIRED TRAINING

H.41.2 SPECIAL/UNIQUE TRAINING

H.41.3 INELIGIBLE TRAINING

H.42 RESERVED

H.43 EMPLOYEE ORIENTATION

H.43.1 MINIMUM NISC EMPLOYEE ORIENTATION TOPICS

H.44 INTERMITTENT AND SHORT TERM WORK EFFORTS

H.45 CONSULTANTS

H.46 AUTHORIZATION OF INDIRECT COST POOLS

H.47 AUTHORITY FOR GSA PURCHASES

H.48 PERSONAL SERVICES

H.48.1 PROVISION OF PERSONAL SERVICES

H.48.2 CONTRACTOR EMPLOYEE SUPERVISION

H.48.3 CONTRACTOR EMPLOYEE REPRESENTATION

H.48.4 CONTRACTOR EMPLOYEE IDENTIFICATION

H.49 CROSS CHARGING OF PERSONNEL BETWEEN TASK ORDERS

H.50 WORK PERFORMED AT AIRPORTS

H.51 SPECIAL STANDARDS FOR FAA WORK

H.52 SECURITY OF FEDERAL AUTOMATED INFORMATION SYSTEMS

Table H. 1: Subcontracting Percentage Requirements

Section H - Page 5

Table H. 2: Key Personnel

Table H. 3: Stratification (by Tier) and Award Fee

Table H. 4: Material Purchases Pre-Approval

Section H - Page 6

PART I - SECTION H

SPECIAL CONTRACT REQUIREMENTS

H.1 TYPE OF CONTRACT

This Contract is a Cost-Plus-Award-Fee (CPAF) and Indefinite Delivery Indefinite Quantity

(IDIQ) level-of-effort type contract. This Contract must not be regarded, treated, or performed as a Requirements (type) contract.

H.2 OVERTIME/COMPENSATORY TIME

H.2.1 Overtime

Unless specified by the Contractor and approved by the FAA, a “normal work week” will be no less than forty (40) hours per week. “Overtime” is defined as “time worked by a Contractor’s employee in excess of the employee’s normal workweek.”

Overtime will be managed by the Contractor with the specific intent of keeping costs low while still meeting Task Order objectives in a timely manner. As such, all overtime, and the structure of that overtime (e.g., individual teams, a specific effort, an agreed-to “pool”) must be pre-approved, in writing, by the ETO.

Overtime not pre-approved may be deemed not billable at any higher rate and may be rejected for submission at the straight rate.

Overtime hours charged by an employee and covered by the Award Fee criteria will be credited to the hours for the Award Fee pool at a one-for-one rate.

H.2.2 Compensatory Time

The Contractor must always balance the cost of an effort with the quality and schedule considerations set forth in the Task Order and agreed to by the ETO. As such, the Contractor is encouraged to use innovative ways to achieve best value to the Government.

An example of such an innovative approach would be the use of compensatory time (a.k.a. Flex

Time or Comp Time), a scheduling tool used to adjust or “flex” employee schedules to meet

Federal Aviation Administration (FAA) requirements at no additional cost to the FAA.

Compensatory time is defined as the approved hours worked in excess of an employee’s regularly scheduled workweek that an employee may use to offset time in another workweek. The use of compensatory time is based upon the immediate workload requirements and in accordance with the Contractor’s internal practices and procedures.

Prior to the use of any policies such as compensatory or credited time to address hours worked beyond a normal work week, the Contractor must clearly demonstrate to the FAA that there is both

Section H - Page 7 value and no detrimental result to the FAA either immediately or at a later time. Examples of situations in which the use of such policies would be detrimental to the FAA include, but are not limited to, employees banking large amounts of time in advance and then being unavailable at future critical times or, concurrently with other employees, fostering unavailability around holiday periods or under other circumstances.

H.3 TREATMENT OF SPECIAL OR UNUSUAL COSTS

The reasonableness, allowability, and allocability of certain costs may be difficult to determine.

To avoid any possible subsequent disallowance and/or dispute based on unreasonableness, un-allowability, or non-allocability, the FAA and the Contractor must enter into an Agreement, on a case-by-case basis, as to the treatment of any special or unusual costs. This Agreement must cover relocation and any other costs, as agreed to by the FAA and the Contractor in writing. Failure to reach agreement on such special or unusual costs will be treated as a dispute and resolved through the Disputes Clause in the Contract, FAA AMS Clause No. 3.9.1-1, Contract Disputes (October

2011). No such special or unusual costs will be incurred by the Contractor prior to the written approval of the CO.

H.4 PERFORMANCE-BASED SERVICES CONTRACTING

NISC IV is a performance-based services Contract. The FAA anticipates that all Task Orders will include a detailed Statement of Objectives (SOO) that the Contractor will use to develop a

Performance Work Statement (PWS). The PWS will include the Contractor’s proposed approach and resource requirements for accomplishing the SOO. The FAA will work with the Contractor to accept or modify the PWS and arrive at a final Performance Work Plan (PWP). The PWP must include, but is not limited to, performance standards that tie directly to quality, cost, and schedule.

It is the FAA’s intention to incentivize the Contractor to propose innovative, cost-effective solutions through the use of performance-based contracting and the Award Fee process. The FAA will include performance-based metrics in Task Orders wherever the measurement of results will be useful in supporting performance evaluations. The FAA will monitor the PWP and Task Order metrics to ensure the Contractor is meeting the required results, and reward the Contractor for reaching the performance standards detailed in the PWP through the Award Fee process.

The FAA expects the Contractor to manage its resources to accomplish the objectives set forth by the FAA, and, consequently, the FAA may not define minimum qualifications and experience for specific Labor Categories, but will provide in Section J, LIST OF DOCUMENTS, EXHIBITS, AND ATTACHMENTS, general descriptions of the types of resources to be used in support of typical taskings. Specific resource requirements may be defined by the FAA in individual SOOs if the FAA believes such specific skills or licenses are required.

H.5 SUBCONTRACTING GOALS

Table H.1 provides a listing of the subcontracting goals, expressed as a percentage of the planned subcontracted dollars, for utilizing small business, 8(a) small disadvantaged business, women-

Section H - Page 8 owned, and service-disabled veteran-owned small businesses, that have been established for the

NISC IV Contract for the base term of performance and the option terms, if exercised by the FAA.

Such goals are targets that reflect objectives that the FAA encourages the Contractor to achieve.

Changes to the subcontracting goals, if any, will be implemented via unilateral modification of the

Contract.

Table H.1: Subcontracting Percentage Requirements

BUSINESS TYPE

GOAL

(PERCENT OF SUBCONTRACTED

DOLLARS)

SMALL (IN TOTAL) 45% (forty-five percent)

WOMEN-OWNED 5% (five percent)

SERVICE-DISABLED VETERAN OWNED 3% (three percent)

8(a) SMALL DISADVANTAGED BUSINESS 10% (ten percent)

H.5.1 Subcontracting Plan.

The Contractor must provide a Subcontracting Plan in accordance with FAA AMS Clause No.

3.6.1-4, Small, Small Disadvantaged, Women-Owned and Service-Disabled Veteran-Owned

Small Business Subcontracting Plan (July 2019).

H.5.2 Subcontracting Reports.

Contractor must submit the below H.5.2.1 and H.5.2.2 Subcontracting Reports in accordance with

FAA AMS Clause 3.6.1-4, Small Disadvantaged, Women-Owned and Service-Disabled Veteran

Owned Small Business Small Business Subcontracting Plan (July 2019).

H.5.2.1 Individual Subcontracting Report (ISR)

The Contractor must complete the Individual Subcontracting Report (ISR) (formerly the Standard

Form 294 "Subcontracting Report for Individual Contracts") in accordance with applicable instructions for the completion of the ISR.

H.5.2.2 Summary Subcontracting Report (SSR)

The Contractor must also complete the Summary Subcontracting Report (SSR) (formerly the

Standard Form 295 "Summary Subcontract Report") in accordance with applicable instructions for completion of the SSR.

Section H - Page 9

Sample ISRs and SSRs, training materials, and user guides can be found on the Electronic

Subcontracting Reporting System (eSRS) website: https://www.esrs.gov.

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H.6 REPRESENTATIONS AND CERTIFICATIONS

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

H.7 LIAISON AGREEMENTS

The Contractor may be required to enter into Liaison Agreements (LAs) with other contractors to permit the exchange of data which will facilitate implementation and integration of the FAA

Capital Investment Plan (CIP) projects. This exchange would include, but is not limited to, data needed to support NAS program management systems and/or design data, technical and management information, analyses, interface control data/drawings, test procedures, reports, Engineering Change Proposals (ECPs), and all other Contractor-developed or Contractor-acquired data as a result of this Contract activity. Any and all data exchange will be performed at the direction of the CO.

These LAs are not subcontracts. The Contractor must incorporate appropriate conditions in its subcontracts to permit the Contractor to exchange subcontractor-provided data under the LAs with the FAA.

In addition to the above data, situations could arise wherein data exchange of a business-sensitive nature would be necessary. The Contractor must enter into LAs for this type of information exchange on a case-by-case basis at the direction of the FAA CO. These agreements must include proper safeguards to preserve the confidentiality and competitiveness of all parties participating in the LAs. 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, and/or agents.

Any LA must permit the FAA CO or his/her representative to be in attendance at any Contractor discussions with Contractor’s support contractors.

H.7.1 Non-Disclosure Agreements

The Contractor must enter into non-disclosure agreements relative to the LAs, as necessary, to permit any and all exchange of data as detailed in Section H.7 and the Contract.

H.8 STANDARDS OF CONDUCT FOR CONTRACT PERSONNEL

The Contractor must provide personnel who are physically and mentally competent to perform the work required by this Contract. All persons assigned to perform work under this Contract must at all times be under the control of the Contractor. The Contractor must both maintain satisfactory standards of employee competency, conduct, appearance, and integrity and also take such disciplinary actions regarding performance, behavior, or actions of personnel as necessary.

Section H - Page 11

In addition to meeting legal and corporate requirements relating to standards of conduct matters, and notwithstanding the Section I clause FAA AMS Clause No. 3.14-2, Contractor Personnel

Suitability Requirements (January 2019), all personnel working on this Contract must adhere, and be subject to, FAA Accountability Board standards and procedures relating to employee harassment and/or allegations of such behavior. These standards are defined by the FAA

Accountability Board. In addition, the Contractor must ensure that each person having more than minimal involvement on this Contract views the FAA-provided video tape training, or the latest

FAA equivalent training method, in these personnel areas annually. “Minimal involvement” is considered to be anything less than 200 hours per year.

Upon being informed that any person performing work under this Contract has been charged by a law enforcement authority for any offense other than a minor traffic offense, the Contractor must immediately advise the appropriate security office or the CO.

H.9 NISC JOINT TRAINING

In order to enhance communications, mutually address and resolve NISC issues, problems, and concerns, and build NISC program goals, the NISC Contractor hereby agrees to participate in joint training sessions with FAA NISC Program Office personnel each calendar year as deemed necessary by CO or COR.

The location and dates of this training will be determined and scheduled by the FAA NISC

Program Office in consultation with the NISC Prime Contractor.

H.10 CHANGE IN PRICING AND ORDERING STRUCTURE

If, during the administration of the Contract, the FAA determines that the initial costing and ordering structure is not providing the best value to the FAA, the parties may negotiate an alternative pricing and ordering structure for incorporation into the Contract. Incorporating the alternative pricing and ordering structure is considered within the scope of the existing Contract and will be accomplished in accordance with the Changes Clause, FAA AMS Clause No. 3.10.1-

13, Alternate II - Changes – Cost Reimbursement (April 1996). If the FAA and the Contractor cannot reach mutual agreement, the FAA may unilaterally change the pricing and ordering structure and the Contractor may dispute the change in accordance with the Disputes Clause, FAA

AMS Clause No. 3.9.1-1, Contract Disputes (October 2011). Nothing in this clause allows for an increase in the number of hours provided in the Contract or a change to Section C of the Contract.

H.11 KEY PERSONNEL

The personnel specified below are considered essential to the work being performed under this

Contract (“Key Personnel”). Prior to removing, replacing, or diverting any of the specified individuals, the Contractor must notify the CO at least fourteen (14) calendar days in advance and must submit justification (including proposed substitutions) in sufficient detail to permit evaluation of the effect on this Contract. Key Personnel may, with the written consent of the

Section H - Page 12

Contracting Officer, be amended from time-to-time during the course of the Contract to either add or delete personnel, as appropriate.

Key Personnel designated within this clause are to be full-time employees under this Contract.

Full-time personnel is defined as personnel assigned to and working on NISC for at least thirty-five (35) hours or more each week. It is expected that key personnel assigned to support the NISC

IV Contract will remain in their positions for a minimum of one (1) year. Failure to fulfill this requirement may result in additional consideration accruing to the FAA.

Table H.2: Key Personnel

KEY PERSONNEL

KEY PERSONNEL

(NAME)

National Program Manager TBD

National Business Operations Manager TBD

National Contract Administration Manager TBD

National Human Resources Manager TBD

National Procurement and Subcontracts Administration

Manager

TBD

The individual Key Personnel requirements (Requirements) for the above Key Personnel, as contained in the individual Section J, Attachment J-1.X series for the National Program Manager

(Attachment J-1.1), the National Business Operations Manager (Attachment J-1.2), the National

Contract Administration Manager (Attachment J-1.3), the National Human Resources Manager

(Attachment J-1.4), and the National Procurement and Subcontracts Administration Manager

(Attachment J-1.5), are incorporated into this Section H and this Contract by reference herein.

Post-Award Waiver Provision: Contractor’s authorized lead management representatives may petition the Contracting Officer any time after Contract award and request a waiver from any of the minimum Key Personnel requirements listed herein. The request for waiver must be submitted in writing to the Contracting officer and must contain a full justification as to why the minimum requirements should be waived and the benefit/value accruing to the FAA as a result of such wavier approval. Please allow at least thirty (30) calendar days for review and approval/disapproval for any waiver submitted to the Contracting Officer.

H.12 AWARD FEE

An Award Fee pool will be determined, based upon direct labor costs within all CLINs in Section

B, Supplies or Services and Prices/Cost, of the Contract, except that no Award Fee will be applied to any labor hours or labor costs associated with any Labor Hour for Time and Materials (T&M) contracts/subcontracts. Table H.3 provides a specification of the stratification (by tier) and Award

Fee relationships.

Section H - Page 13

Section H - Page 14

Table H. 3: Stratification (by Tier) and Award Fee

LEVEL SPECIFICATIONS

1 AND 2 All Prime Contractor Cost-Plus-Award Fee (CPAF) hours qualify for

Award Fee consideration.

3 All CPAF hours of those subcontractors already identified as participants in the Award Fee process and who share Award Fee with Prime

Contractor qualify for Award Fee consideration.

4 Labor Hour and Time & Material subcontractor/vendor and Consultant hours are not covered by Award Fee provisions and do not qualify for

Award Fee consideration.

5 Purchase orders and/or other subcontracts billed as fixed price other direct costs (ODCs) are not covered by Award Fee provisions and do not qualify for Award Fee consideration.

H.12.1 Additional Award Fee Provisions.

There is no base fee associated with this Contract.

There is no carry-forward of any unearned Award Fee to any subsequent Award

Fee period.

Maximum award fee is solely based on ceiling hours stated in B.3- Estimated Costs and Maximum Award Fee Pool

The Award Fee will not be paid for performance that is unsatisfactory, as defined in the NISC IV Performance Evaluation Plan (PEP).

The FAA will promptly make payment of any Award Fee upon the submission by the Contractor to the CO, or his/her authorized representative, of a public voucher or invoice in the amount of the total fee earned for the Award Fee period evaluated.

The Contractor must submit a full and detailed accounting of the Award Fee balance with the submission of each monthly invoice.

H.12.2 Provisional Award Fee

Notwithstanding anything to the contrary contained in this Section H.12, the

Contractor must understand that the FAA may make provisional Award Fee payments in advance of the Award Fee determination for any Award Fee period.

Provisional payments may be made monthly during the Award Fee period by payment to the Contractor either as a percentage of all invoiced and approved Cost

Plus Award Fee (CPAF) labor costs for the month or a flat fee associated with said invoiced hours.

The amount of each provisional Award Fee payment, as so determined, will be included in each monthly invoice submitted by the Contractor to the FAA only after written notice from the FAA to the Contractor of its intent to make provisional

Section H - Page 15

Award Fee payments.

The FAA, at any time by thirty (30) days advance written notice to the Contractor, may unilaterally:

o Revise the formula upon which the amount of provisional Award Fee payments are based, or o Terminate the payment of provisional Award Fees.

For any Award Fee period in which provisional Award Fee payments are made, the total of such payments will be credited against the Award Fee amount determined and payable in accordance with the terms of this Section H.12.

In the event the total of provisional Award Fee payments made during any Award

Fee period exceeds the Award Fee amount determined for such period in accordance with the terms of this Section H.12, such excess must appear as a credit in the next monthly invoice submitted by the Contractor to the FAA for costs incurred under this Contract or in the next award fee invoice as determined by the

FAA NISC PMO.

If the FAA chooses to use a provisional Award Fee arrangement, the Contractor must provide supporting documentation to validate its proposed amount of Award

Fee earned and also acknowledge receipt of any Award Fee funds.

H.12.3 Fee Determining Official (FDO)

The FDO may, at any time, make unilateral administrative changes concerning the

Contract Award Fee (e.g., changes to the Performance Evaluation Board membership, Performance Monitors, and other changes that do not effect evaluation procedures, computation of earned Award Fee, or determination of

Award Fee pools for specific evaluation Performance Periods.

The FDO may make unilateral changes that do effect evaluation procedures, computation of Award Fee, or determination of Award Fee pools for specific evaluation Performance Periods, provided that any such changes are communicated to the Contractor in writing prior to the commencement of the Award Fee evaluation period in which the changes become effective.

The NISC Program Office will provide verbal notification as soon as such changes are known and documentation will be forwarded as to confirmation/follow-up of such changes within said sixty (60) day window.

If no conflicts exist between the changes to the Performance Evaluation Plan (PEP) and the Contract, then changes will be unilaterally invoked into the PEP without formal modification to the Contract.

H.12.4 Performance Evaluation Plan (PEP)

The FAA will unilaterally establish a Performance Evaluation Plan (PEP) upon which the determination of Award Fee will be based, including criteria to be considered under each area evaluated; the percentage of Award Fee, if any, available for each area; and the frequency of evaluation periods.

Section H - Page 16

A copy of the PEP will be provided to the Contractor within forty-five (45) days after issuance of the first Task Order and within sixty (60) days subsequent to any approved revisions made to the PEP during the execution of the NISC IV Contract.

The Award Fee earned and payable will be determined by the FAA’s FDO in accordance with procedures in the NISC IV PEP.

The PEP will set forth the criteria upon which the Contractor will be evaluated for performance relating to the following:

o Functional Area (including Schedule) requirements as appropriate.

o Management.

o Cost functions selected for evaluation.

o Specific evaluation factors are identified in the PEP.

Contractor ethical guidelines.

o FAA AMS Section 3.2.5, Contractor Ethical Guidelines, and, specifically, FAA AMS Clause No. 3.2.5-13, Contractor Code of Business Ethics and

Conduct (April 2010), is an integral part of and will be inherently built into the PEP process.

o To the extent that any ethical misconduct or misbehavior on the part of the

Contractor and/or the Contractor’s employees occurs, such misconduct or misbehavior will be evaluated by the FDO and could affect PEP grading and any resulting Award Fee for the Award Fee period in accordance with

FAA AMS Clause No. 3.1.8-2, Price or Fee Adjustment for Illegal or

Improper Activity (October 2019), as applicable.

H.12.5 Contractor Performance Evaluation

The evaluation of Contractor’s performance will be in accordance with the PEP.

The Contractor will be promptly advised in writing of the Award Fee determination and the reasons why it was or was not earned.

The determination as to the amount of Award Fee earned will be made by the FDO.

The determination concerning the amount of Award Fee earned is binding on both parties and is not be subject to appeal under the FAA’s Dispute Resolution

Provisions or to any other administrative board or court of law.

The Contractor may submit a self-evaluation of each Performance Period under consideration.

The Contractor must recognize that the basis for determination of the Award Fee will be the evaluation by the FAA, as determined by the FAA in its sole discretion, any self-evaluation which is received within 20 days after the end of the period being evaluated may be given such consideration, if any, as the FDO may find appropriate.

H.13 COMPLIANCE TRAINING

H.13.1 Environmental, Occupational Safety & Health, and Energy

Section H - Page 17

The Contractor (including its subcontractors/consultants) is subject to federal environmental, occupational safety and health management statutes, regulations, executive orders, and Presidential memoranda under this Contract.

Annual training must be provided to all personnel performing under this Contract in meeting key considerations, as applicable to job category and function, such as pollution prevention, safety (including system safety), health, energy, and water conservation.

H.13.2 Security

The Contractor (including subcontractors/consultants) must conform to the national policy related to the physical security of the aviation infrastructure, including leased and owned facilities, the security of all information associated with operation of the agency and aircraft operations, and personnel security.

The Contractor is also obligated to protect proprietary information to which it has access in accordance with this Section’s Clause H.32, Confidentiality of Data and

Information.

The Contractor (including subcontractors/consultants) must provide annual security awareness training for all personnel performing under NISC IV Contract.

H.13.3 Organizational Conflict of Interest

The Contractor (including subcontractors/consultants) must conform with any and all policies related to Organizational Conflict of Interest (OCI). The Contractor (including subcontractors/consultants) must provide annual OCI awareness training in accordance with the submitted OCI Mitigation Plan (Section J, Attachment J-5 of this Contract) for all personnel performing work under NISC IV.

H.13.4 Ethics Training

The Contractor is required to provide annual ethics training to all employees under the NISC IV

Contract or as stipulated in the Contract in accordance with FAA AMS Section No. 3.2.5, Contractor Ethical Guidelines, especially its Clause No. 3.2.5-13, Contractor Code of Business

Ethics and Conduct (April 2010).

H.14 ACCESS TO GOVERNMENT FACILITIES

H.14.1 Facility/Site Security

Part of the effort required to be accomplished under this Contract may be performed at facilities operated by the Government. The Contractor, therefore, will be granted ingress and egress at the specific site where the effort is to be performed. Access to a site must be coordinated with the

COR, ETO, and/or his/her/their designee(s), as applicable.

Section H - Page 18

While Contractor personnel are at a site, they are required to comply with all rules and regulations of the site, particularly in the areas of health, safety, and security. The Government facilities to which the Contractor has access will, at all times, be in the possession and custody of the Government and will not be considered "Government Property" furnished to the Contractor.

H.14.2 Badges

The Contractor must require that all Contractor and subcontractor personnel who perform work at

FAA facilities wear identification badges, in accordance with FAA standards, which clearly identify individuals as contract employees.

The FAA reserves the right to issue Department of Transportation (DOT) identification badges to contract employees. If DOT badges are required, they will be issued in accordance with DOT procedures.

H.14.3 Facility Access Termination

Upon termination of employment, reassignment off the Contract, termination of any associated subcontracts, or the end of the Period of Performance for the Contract, the Prime Contractor will be wholly responsible for the collection and return of all security and access badges or documenting to the satisfaction of FAA security that said badges have been collected and destroyed.

If it is brought to the attention of the FAA that any Contractor or subcontractor employee working on this Contract does not meet the contractual work requirements, the Contractor will be advised in writing by the CO and access to FAA facilities may be denied or withdrawn for that employee.

H.15 RETURN OF IDENTIFICATION CARDS

H.15.1 Government Personnel

If Government personnel obtain an identification card from the Contractor, these Contractor-issued identification cards will be returned upon completion of assignment or departure from the

FAA, whichever comes first. The FAA NISC PMO will notify Contractor with regard to which

FAA personnel may request access to Contractor facilities.

H.15.2 Contractor Personnel

If Contractor personnel obtain FAA-issued identification cards, the FAA-issued identification cards must be returned upon completion of assignment or termination of employment, whichever comes first.

H.16 BEST VALUE

Section H - Page 19

The Contractor must correlate all labor categories and rates used in execution of the Contract to a publicly available database as chosen by the FAA at the FAA’s sole discretion. The Contractor must use these rates in comparison to its proposed rates on a Task Order-by-Task Order basis to explain/justify the value of its rates to the Government, as per Section C, C.4.5, Cost Management, C.4.5.1, Total Cost Innovation.

H.17 MATERIAL PURCHASES

The NISC IV Contract is intended to be used for the acquisition of services, not the purchase of material, equipment or hardware. Where items are required to be purchased, all material purchases conducted under this Clause must be performed in accordance with FAA AMS Clause No. 3.10.2-

5, Competition in Subcontracting (January 1998).

H.17.1 Item Purchasing Requirements

When items are to be purchased, the material must be determined to be in direct support of administration or performance/accomplishment of Task Orders under the NISC IV Contract by

FAA ETOs or appropriate NISC IV employees.

Any and all purchases under this Clause will become Government Property in accordance with

FAA AMS Clause No. 3.10.3-2, Government Property - Basic Clause (April 2019) and must be fully accounted for and tracked accordingly.

Disposal of obsolete equipment must be in accordance with FAA procedures.

H.17.1.1 Pre-approval of purchases

Certain purchases require written pre-approval in accordance with the following criteria:

Table H. 4: Material Purchases Pre-Approval

VALUE APPROVAL LEVEL

UNDER $5,000 None (unless required by the ETO)

$5,000 - $25,000 ETO

$25,001 - $50,000 FAA NISC COR

OVER $50,000 FAA NISC Contracting Officer

H.17.1.2 Purchases over Five-Thousand Dollars ($5,000).

The Contractor must submit written requests for written approval for all material purchases over $5,000, either to the CO or the Contracting Officer’s

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Representative (COR), depending on the value of the request and who holds approval authority.

Purchases for items $5,000 and over must include an item description, reason for the purchase, method of purchase (competitive or noncompetitive), quantity, names of sources reviewed/solicited for price comparison, the price quoted, the rationale for selection of the proposed source/vendor, place of delivery (end user) and cost of shipment to final destination.

Any equipment purchased under the Contract as a direct cost becomes the property of the FAA.

The Contractor must keep a record of all approved purchase requests.

H.18 RESERVED

H.19 NATIONAL EMERGENCY

In cases of national emergency, certain systems/functions are considered mission essential and must be maintained/supported. In such event, the CO may require that certain personnel, who may be formally designated in writing, report for duty or provide support on an on-call or as-needed basis.

H.20 APPROVAL OF NON-U.S. CITIZENS ASSIGNED TO THIS

CONTRACT

The Contractor must obtain written approval from the CO before allowing any non-U.S. citizen to work under this Contract. Please consult Section I, Contract Clauses, FAA AMS Clause No.

3.14-3, Foreign Nationals as Contractor Employees (January 2019).

H.21 OFFICE SPACE

H.21.1 FAA Office Locations

Initial office space for many Contractor personnel may be provided at FAA office locations.

Where office space is provided by the FAA, an appropriate reduction in Contractor overhead costs to the FAA may be in order depending on how the Contractor charges facilities cost.

The FAA also reserves the right to remove any Contractor personnel from FAA facilities with thirty (30) days advance notice. In such cases, the Contractor must be ready to timely obtain suitable and acceptable office space in accordance with FAA AMS Clause No. 3.10.5-1, Product

Improvement/Technology Enhancement (April 1996), if and when required, and that is located within one and one-half (1½) miles of FAA headquarters or a reasonable distance from other

FAA facilities, based upon an ETO determination/Task Order requirements.

H.21.2 FAA-provided Equipment and Furnishings

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For Contractor personnel located in FAA-provided space, the FAA will provide Contractors with computer equipment, office space, office furniture, and telephones. FAA-supplied computers are intended to be used strictly for FAA work.

All FAA-supplied equipment, including, but not limited to, computers, are Federal property and must, therefore, be properly conserved, protected, and used in accordance with the current version of the FAA Standards of Conduct, to which Contractor employees will also be held accountable, especially its Table of Penalties, for any misuse, loss, and/or damage of Government property.

Section I, Contract Clauses, Clause I.16, AMS 3.14-4, Access to FAA Facilities, Systems, Government Property and Sensitive Information (January 2019), also applies.

All Contractor employees requiring access to the FAA network will be supplied with an FAA-provided laptop.

H.21.3 Non-FAA Office Locations

There is no assurance, however, that FAA office space support can be continued throughout the life of the Contract or will be available in every situation. In certain locations, there is either limited or no FAA space available for Contractor personnel, and the Contractor will be responsible for obtaining office space or establishing a telecommuting/hoteling option for these personnel, based upon agreement by the FAA.

Only limited office space may be available for NISC Contractor personnel at FAA Headquarters in Washington, D.C. Therefore, the Contractor must secure office space within one and one-half

(1½) miles of FAA Headquarters and which is readily accessible to the Metro. During execution of the contract, the Contractor must be prepared to supply office space adequate to accommodate all Contractor/subcontractor support personnel designated to support FAA Headquarters.

All Contractor-provided space(s) must meet applicable insurance and security requirements that would be considered reasonable and customary in the context of a facility that has routine access to Government information and resources, including but not limited to communications, IT, network, and physical security.

H.21.4 Contractor-Supplied Equipment and Furnishings

The Contractor must maintain a modern and suitable office environment for all Contractor-provided office space locations in accordance with FAA AMS Clause No. 3.10.5-1, Product

Improvement/Technology Enhancement (April 1996). For Contractor personnel to be housed in

Contractor-provided facilities, the Contractor must provide adequate space, security, and communications tools necessary for Contractor personnel to work effectively and safely under

NISC IV.

Each Contractor-provided office space must include, but is not limited to, adequate Information

Technology equipment, standard office furniture, telephone equipment, reproduction equipment, Section H - Page 22 automated voice mail/messaging system capability, conference/work room facilities, secure file storage facilities, and operating supplies.

H.22 CLAUSES APPLICABLE TO SUBCONTRACTS

All Section H clauses must flow down to subcontractors unless otherwise directed by the CO at time of Contract award.

H.23 RESPONSIBILITY OF PRIME CONTRACTOR TO MAKE PAYMENT

TO SUBCONTRACTORS

The Prime Contractor must make flow down payments due to its subcontractors in a timely manner independent of FAA payments to the Prime Contractor. The intent of this clause is to ensure that

Contractor payments are made to subcontractors in a timely manner after receipt of a proper invoice with appropriate supporting documentation. No Contractor will infer to its lower-tier subcontractors or vendors that its payments to subordinate parties are conditioned upon the receipt of payment from the FAA or any higher-tier contractor(s).

FAA AMS Clause No. 3.3.1-20, Providing Accelerated Payment to Small Business

Subcontractors (October 2012), applies if the Contractor is required to make accelerated payments to its small business subcontractors/vendors. If the Contractor has received accelerated payment from the FAA for the purpose of making accelerated payments to its small business subcontractors/vendors, then the Contractor must make such accelerated payments to its small business subcontractors/vendors to the maximum extent practicable after receipt of proper invoices, with appropriate supporting documentation, from its small business subcontractors/vendors.

H.24 TERMINATION OF NISC IV TASK ORDERS/SUB-TASK ORDERS

In the event it becomes necessary for an FAA organization/NISC IV customer to terminate a Task

Order/sub-Task Order before the end of the agreed upon Period of Performance, as delineated within the Task Order/sub-Task Order, FAA AMS Clause No. 3.10.6-3, Termination (Cost-

Reimbursement) (October 2014), will be invoked.

H.24.1 Notice of Termination Process

Immediately after receipt of a Notice of Termination and/or CO’s direction to stop work in accordance with FAA AMS Clause No. 3.10.1-9 Alternate I, Stop Work Order (October 1996), the Contractor must immediately:

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Stop all work as specified in the notice.

Place no further subcontracts or orders (referred to as subcontracts in this clause) for materials, services, or facilities, except as necessary to complete the continued portion of the Contract or its Task Orders and/or sub-Task Orders.

Terminate all subcontracts to the extent they relate to any work terminated.

Mitigate, to the maximum extent practicable, any further Contract/Task

Order/sub-Task Order costs, as applicable.

H.24.2 Termination for Convenience/Termination for Default

Task Order/sub-Task Order terminations initiated prior to the end of the Task Order

Performance Period may be considered terminations for convenience of the Government

(termination for convenience) or terminations for default. In the case of the former, the

Contractor will have five (5) business days within the issuance of the termination to submit either its estimated costs of termination or an estimate-to-complete the terminated Task

Order/sub-Task Order work. The Contractor must submit a final termination settlement proposal to the Contracting Officer in accordance with the above-referenced Terminations

Clause.

H.25 GOVERNMENT PROPERTY REPORTS

In accordance with FAA AMS Clause No. 3.10.3-2, Government Property - Basic Clause (April

2019), and as directed by the Contracting Officer, the Contractor must perform the following after award:

The Contractor must prepare a report, initially six (6) months after Contract

Award and then annually as of July 31st thereafter, listing all Government property (under the purview of this Contract) in its possession and in the possession of all subcontractors during the previous twelve (12) months.

The Contractor must submit the report to the Contracting Officer no later than

September 15th of each year.

The Government property report must include the following types of property:

o Capitalized equipment.

o Real property.

o Material maintained in stock with a value of $50,000 or greater.

The Government property report must include property from the following categories when so stipulated by the CO:

o Non-capitalized equipment.

o Material maintained in stock with a value of less than $50,000.

H.26 USE OF GOVERNMENT-OWNED VEHICLES

H.26.1 Authorization for Use.

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Properly licensed employees of the NISC IV Contractor and its subcontractors (Operator) are permitted to use Government-Owned Vehicles (GOV) (owned and leased), including Special

Purpose Vehicles (SPV), for official NISC purposes subject to the following conditions:

Approval and authorization by an authorized FAA official.

Approval by the designated, authorized ETO.

Approval by the Contractor for which the Operator works.

FAA local or regional policies are in place regarding the use of Government vehicles.

Operator must have a valid state driver's license in the Operator’s possession while operating the vehicle.

Operator must have special license for situations including, but not limited to, operation of Government vehicles on airfields or other situations in which additional training is required on the proper procedures for traffic flow, radio procedures to request crossing of taxiways/runways, off limits and restricted areas, etc.

Contractor holds necessary insurance coverage. It is the responsibility of the Prime

Contractor and subcontractors to ensure that proper insurance coverage is provided to its NISC employees and vehicles in accordance with Section I, FAA AMS Clause

No. 3.4.1-12, Insurance (October 2019), and the Contractor/subcontractor must assume full responsibility for its drivers under the above clause. Additional insurance requirements may also be stipulated by individual airports/facilities, at said airport/facility’s sole discretion, and Contractor must abide by said requirements.

H.26.2 Operation of GOV and SPV.

Contractor/subcontractors should caution their employees who will be driving GOVs/SPVs that:

Employees may be personally responsible for accidents involving misconduct.

Employees are personally responsible for payment of any traffic summonses received, including parking violations.

Employees must have a valid state driver’s license for the type vehicle to be driven and must report immediately any revocation or restriction of that license.

Employees must not pick up hitchhikers.

Employees must not transport any passengers who are not on official business.

Employees must operate the vehicle in a safe and prudent manner at all times, obey all speed limits and other laws, use seat belts, require all passengers to use seat belts, and avoid distracted driving (texting, GPS, etc.).

Employees must ensure that the vehicles and keys are secured when left unattended.

Employees must immediately report any vehicle accident involving damage or personnel injury or any vehicle in unsafe driving condition, whether or not as the result of an accident.

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Contractors utilizing government-owned vehicles and leased vehicles must abide by all applicable

FAA Policies, Practices and Orders, to include the current version of the FAA Travel Policy

(FAATP).

H.27 RESERVED

H.28 RELOCATION COSTS

Normally relocation costs will not be reimbursed under this Contract. If an employee relocation is required due to FAA realignment or other FAA circumstances, however, requests for reimbursement will be handled in accordance with this Section’s Clause H.3, Treatment of Special or Unusual Costs.

H.29 ELECTRONIC INTERFACE WITH FAA EMBEDDED SYSTEMS

The Contractor must ensure that during the performance of NISC IV work efforts appropriate technologies and security measures are employed by the Contractor. Technologies used must also enable Contractor communications with FAA customers through FAA security and firewall provisions. Examples of appropriate technological measures include, but are not limited to, the use of fiber optics to ensure that the Contractor’s electronic systems can effectively and securely communicate with FAA systems.

H.30 RESERVED

H.31 RECRUITMENT OF FAA/FORMER FAA PERSONNEL

The Ethics in Government Act and Standards of Government Employees sets forth the restrictions on Government personnel/former Government personnel and their ability to be hired in the private sector. In addition to those restrictions, the Contractor must not recruit for positions within its organization (or subcontractors at any tier) any FAA personnel on Government property for work under this Contract.

H.32 CONFIDENTIALITY OF DATA AND INFORMATION

H.32.1 Restrictive Use Conditions

The Contractor and any and all of its subcontractors in performance of this Contract may have need for access to and use of various types of data and information in the possession of the

Government, which the Government obtained under conditions which restrict the Government's right to use and disclose the data and information or which may be of a nature that its dissemination or use other than in the performance of this Contract would be adverse to the interests of the

Government or other parties. Therefore, the Contractor and its subcontractor(s) agree to abide by any restrictive use conditions on such data and not to:

Section H - Page 26

Knowingly disclose such data or information to others without written authorization from the CO, unless that data or information has otherwise become available to the public through no action or fault of the Contractor.

Use, for any purpose other than the performance of this Contract, that data which bears a restrictive marking or legend, unless such information or data has otherwise fallen into the public domain through no action or fault by the Contractor.

H.32.2 Company-to-Company Confidentiality

In the event the work required to be performed under this Contract requires access to proprietary data of other companies, the Contractor must obtain agreement from such other companies for such use, unless such data is provided or made available to the Contractor by the Government.

Two copies of such company-to-company agreements must be furnished promptly to the CO for the Government's information.

These agreements must prescribe the scope of authorized use of disclosure and other terms and conditions to be agreed upon between the parties thereto.

It is agreed by the Contractor that any such data, whether obtained by the

Contractor pursuant to agreement or from the Government, must be protected from unauthorized use or disclosure to any individual, corporation, or organization so long as it remains proprietary.

H.32.2.1 Confidentiality Policies and Procedures Training

The Contractor must provide formal training in company policy and procedures and make employees aware of the requirement to maintain confidentiality of data and/or information and to refrain from divulging either the proprietary data of other companies or data that is obtained from the Government to anyone except as authorized.

H.32.3 Employee Written Agreement Requirement

The Contractor must obtain from each employee, engaged in any effort connected with this

Contract, a written agreement, which must, in substance, provide that such employee will not, during his/her employment by the Contractor, or thereafter, disclose to others or use for his/her own benefit or the future benefit of any individual, any trade secrets, confidential information, or proprietary/restricted data (to include Government "For Official Use Only" received in connection with the work under this Contract unless such information otherwise falls into the public domain through no action or fault of the Contractor or employee).

H.32.4 Unauthorized Use, Disclosure, or Breach Indemnification

The Contractor must hold the Government harmless and fully indemnify the Government as to any cost/loss/liability arising out of or resulting from any unauthorized use or disclosure or breach of any Government or third party data/information, privacy right(s), and/or software by the

Contractor, its employees, subcontractors, vendors, and/or agents at any tier.

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H.32.