ASTRO Draft Section H February 5 2020.docx

SECTION H - SPECIAL CONTRACT REQUIREMENTS

H.1. BACKGROUND

This section provides special contract requirements for the master contract.

Clauses, provisions and other terms and conditions regarding special contract requirements will be designated by the OCO at the task order level.

The U.S. General Services Administration (GSA) is specifically authorized to procure on behalf of the Federal Government, Department of Defense (DoD), and other federal agencies under the Federal Property and Administrative Services Act (40 U.S.C. 501).

In accordance with FAR 17.502-2(b) and 40 U.S.C. 501, the Economy Act does not apply to task orders awarded under the master contract.

The master contract is awarded and administered by GSA, Federal Acquisition Service (FAS), Assisted Acquisition Service (AAS), Federal Systems Integration and Management Center (FEDSIM), ASTRO Program Office.

Task orders are solicited, awarded, and administered by FEDSIM and those contracting officers possessing a Delegation of Procurement Authority (DPA) issued by the ASTRO Program Office.

H.2. OBSERVANCE OF FEDERAL HOLIDAYS

Contractors shall observe Federal holidays and other days identified in this section unless otherwise indicated in individual task orders. The Government observes the following days as holidays:

1. New Year’s Day

2. Birthday of Martin Luther King Jr. Day

3. Washington’s Birthday

4. Memorial Day

5. Independence Day

6. Labor Day

7. Columbus Day

8. Veterans Day

9. Thanksgiving Day, and

10. Christmas Day

In addition to the days designated as holidays, the Government may also observe any day designated by Federal Statute; Executive Order; or President’s Proclamation

H.3. POOL SELECTION

The Pools of ASTRO are functional Pools. OCOs shall select the appropriate Pool for task order solicitation based upon the preponderance of work in the requirement being solicited. While requirements may contain functional elements that overlap multiple Pools, only a single Pool will be solicited for any single requirement. While a representative NAICS code is assigned to each Pool, the NAICS code does not limit the kind of work that can be performed in the Pool. For example, Research and Development for nanotechnology can be performed in the ASTRO Research Pool because it fits within the function of the Pool. The same would apply to all of the R&D exceptions, even though a different NAICS code would usually apply. The following table identifies the Pool Name, NAICS code and size standard assignments, and Functional Description for each Pool:

DATA OPERATIONS POOL

NAICS Code and Title: 541990 – All Other Professional, Scientific, and Technical Services

Small Business Size Standard: $16.5 Million

Function: Data Operations includes all data collection, processing, exploitation, and dissemination activities associated with manned, unmanned, and optionally manned systems, robotics, and platforms supporting mission performance. This includes traditional labor services as well as “as a service” support

MISSION OPERATIONS POOL

NAICS Code and Title: 541990 – All Other Professional, Scientific, and Technical Services

Small Business Size Standard: $16.5 Million

Function: Mission Operations includes all non-data collection and analysis services associated with manned, unmanned, and optionally manned systems, robotics, and platforms supporting mission performance. This includes traditional labor services as well as “as a service” support

AVIATION POOL

NAICS Code and Title: 488190 – Other Support Activities for Air Transportation

Small Business Size Standard: $35 Million

Function: Maintenance, repair, and overhaul of manned, optionally manned, and unmanned aircraft

SPACE POOL

NAICS Code and Title: 488190 – Other Support Activities for Air Transportation

Small Business Size Standard: $35 Million

Function: Maintenance, repair, and overhaul of manned, optionally manned, and unmanned space platforms

MARITIME POOL

NAICS Code and Title: 336611 – Ship Building and Repairing

Small Business Size Standard: 1,250 employees

Function: Maintenance, repair, and overhaul of manned, optionally manned, and unmanned maritime vehicles

GROUND POOL

NAICS Code and Title: 488999 – All Other Support Activities for Transportation

Small Business Size Standard: $8 Million

Function: Maintenance, repair, and overhaul of manned, optionally manned, and unmanned ground vehicles and industrial machinery

DEVELOPMENT/SYSTEMS INTEGRATION POOL

NAICS Code and Title: 541330 – Engineering Services

Small Business Size Standard: $41.5 Million (based on the 541330 exceptions)

Function: Systems integration, systems improvement, and/or systems engineering associated with manned, unmanned, and optionally manned platforms

RESEARCH & DEVELOPMENT POOL

* NAICS Code and Title: 541715 – Research and Development in the Physical, Engineering, and Life Sciences (except Nanotechnology and Biotechnology)

Primary Small Business Size Standard: 1,000 Employees

Function: All research and development associated with manned, unmanned, optionally manned, and counter UxS platforms

SUPPORT POOL

Primary NAICS Code and Title: 541990 - All Other Professional, Scientific, and Technical Services

Primary Small Business Size Standard: $16.5 Million

Function: All support services (except training) required for successful execution of a product, program, project, or process regarding platforms, robotics, and/or systems for land, air, sea, or space; the planning necessary to support operational missions; and the analysis of the results of an operational mission.

TRAINING POOL

Primary NAICS Code and Title: 611699 – All other Miscellaneous Schools and Instruction

Primary Small Business Size Standard: $12 Million

Function: All training services required for successful execution of a product, program, project, or process regarding platforms, robotics, and/or systems for land, air, sea, or space.

H.4. HSPD-12

When a Contractor or their Subcontractors are required to have physical access to a Federal controlled facility or access to a Federal information system, the Contractor shall comply with agency personal identity verification procedures in task orders that implement Homeland Security Presidential Directives-12 (HSPD-12).

H.5. SUSTAINABILITY

In accordance with GSAM 523.1 and FAR Part 23, the master contract seeks to benefit from the use of sustainable management practices by Contractors by ensuring that new task order actions for the supply of products and for the acquisition of services require that the products are Energy-efficient (ENERGY STAR® or Federal Energy Management Program (FEMP)-designated, water-efficient, biobased, environmentally preferable (e.g., EPEAT®-registered, or non-toxic or less toxic alternatives), mon-ozone depleting, or made with recovered materials.

Public disclosures of environmental impacts and sustainable management practices have been associated with increased operational efficiency, lower overhead costs, and reduced supply chain and other business risks for disclosing companies. These disclosures can help ASTRO customers understand the major environmental impacts of procured products and services, familiarize themselves with the available strategies for reducing these impacts, and design projects and task order requirements which incorporate these strategies.

GSA encourages Contractors to provide the location(s) (Internet URL or URLs) of one or more sources of publicly available information regarding its company-wide environmental impacts and sustainable management practices (sustainability disclosures) on the Contractor’s webpage. In making sustainability disclosures, the Contractor is requested to utilize existing, widely recognized third-party sustainability reporting portals and services such as the Global Reporting Initiative (GRI) Sustainability Disclosure Database (database of corporate social responsibility (CSR) reports) and the Carbon Disclosure Project (CDP) Climate Change and Water Disclosure Questionnaires. Additionally, it is strongly encouraged that all sustainability disclosures be kept up-to-date and accurate.

H.6. PROPRIETARY SOLUTIONS

Contractors are discouraged from proposing proprietary solutions in response to task order requirements that necessitate the Contractor’s proprietary process, system, maintenance, and/or solution that would prevent competition at a future point or require sustained and non-competitive support.

If a proprietary solution is proposed by a Contractor for a given task order requirement, the Contractor shall mark their proposal accordingly and make it clear to the OCO all limitations and costs associated with their proprietary solution.

H.7. TASK ORDER PERSONNEL

The Contractor shall provide fully trained and experienced personnel required for performance under task orders awarded under the master contract. The Contractor shall train Contractor personnel, at its own expense, except when the OCO has given prior approval for specific training to meet special requirements that are peculiar to a particular task order.

Except as otherwise provided in an individual task order, the Contractor shall, at its own expense, be responsible for obtaining any and all licenses, certifications, authorizations, approvals, and permits, and for complying with any applicable Federal, national, state, and municipal laws, codes, and regulations, and any applicable foreign work permits, authorizations, and/or visas in connection with the performance of any applicable task order issued under the master contract.

H.7.1. Security Clearances Security clearances for Contractor employees, including Subcontractor employees, may require Confidential, Secret, Top Secret, Agency-Specific Clearances, and/or Special Background Investigations for Sensitive Compartmented Information or Special Access Programs. In such cases, the Contractor, at its own expense, is responsible for providing and maintaining personnel with the appropriate security clearances to ensure compliance with Government security regulations as specified in the individual task order.

The Contractor shall fully cooperate on all security checks and investigations by furnishing requested information to verify the Contractor employee's trustworthiness and suitability for the position.

Task orders containing classified work may also include a Contract Security Classification Specification, (i.e., DD Form 254 or civilian agency equivalent).

The Government has full and complete control over granting, denying, withholding or terminating security clearances for employees. The granting of a clearance shall not prevent, preclude, or bar the withdrawal or termination of any such clearance by the Government.

All necessary facility and employee security clearances shall be at the expense of the Contractor. In some cases, Government offices that conduct background investigations do not have a means for accepting direct compensation from Contractors and instead charge customer agencies for the background investigations. In these cases, the Contractor shall be flexible in establishing ways of reimbursing the Government for these expenses. The individual task order should specify the terms and conditions for reimbursement, if any, for obtaining security clearances.

H.7.2. Ethics and Conduct The master contract is strictly a non-personal services contract which means the personnel rendering the services under awarded task orders are not subject, either by the contract’s terms or by the manner of its administration, to the supervision and control usually prevailing in relationships between the Government and its employees.

The Contractor shall not supervise, direct, or control the activities of Government personnel or the employee of any other Contractor. The Government will not exercise any supervision or control over the Contractor in the performance of contractual services. The Contractor is accountable to the Government for the actions of its personnel.

Contractor employees shall not represent themselves as Government employees, agents, or representatives or state orally or in writing at any time that they are acting on behalf of the Government.

In all communications with third parties, the Contractor must ensure that all Contractor employees identify themselves as Contractor employees and identify the name of the company for which they work and, must not carry out any direction that violates the terms and conditions of the master contract and task order.

The Contactor shall not discuss with unauthorized persons any information obtained in the performance of work under a task order, conduct business other than that which is covered by the task order, conduct business not directly related to the task order on Government premises, use Government computer systems and/or other Government facilities for company or personal business, recruit on Government premises, or otherwise act to disrupt official Government business.

The Contractor shall ensure that all of its employees, including Subcontractor employees, are informed of the substance of this clause.

If a Contractor believes any action or communication has been given that would create a business ethic or conduct violation, the Contractor must notify the OCO and ASTRO CO immediately of this communication or action.

H.7.3. Conflicts of Interest An ASTRO Prime Contractor may be a Subcontractor to another ASTRO Prime Contractor on task orders solicited and awarded under the master contract; however, the OCO may require that the Contractor sign an Organizational Conflict of Interest (OCI) Statement in which the Contractor (and any Subcontractors or teaming partners) agree not to submit any proposal or provide any support to any firm which is submitting (as Prime or Subcontractor) any proposal for any solicitation resulting from the work on a specific task order under the master contact.

All Contractor personnel (to include Subcontractors and Consultants) who will be personally and substantially involved in the performance of any task order issued under the master contract which requires the Contractor to act on behalf of, or provide advice with respect to any phase of an agency procurement shall execute and submit an “Employee/Contractor Non-Disclosure Agreement” Form. The OCO will provide the appropriate nondisclosure form specific to the task order. This form shall be required prior to the commencement of any work and whenever replacement personnel are proposed under an ongoing task order.

The Contractor shall be responsible for identifying and preventing personal conflicts of interest of their employees. The Contractor shall prohibit employees who have access to non-public information from using that information for personal gain.

In the event that a task order requires activity that would create an actual or potential conflict of interest, the Contractor shall immediately notify the OCO of the conflict, submit a plan for mitigation, and not commence work until specifically notified by the OCO to proceed; or, identify the conflict and recommend to the OCO an alternate approach to avoid the conflict.

The OCO will review the information provided by the Contractor and make a determination whether to proceed with the task order and process a request for waiver, if necessary.

H.7.4. Cooperation with other Contractors on Government Sites The Government may undertake or award other contracts or task orders for work at or in close proximity to the site of the work under the master contract.

The Contractor shall fully cooperate with the other Contractors and with Government employees and shall carefully adapt scheduling and performing the work under the master contract to accommodate the working environment, heeding any direction that may be provided by the OCO.

The Contractor shall not commit or permit any act that will interfere with the performance of work by any other Contractor or by Government employees.

H.8. GOVERNMENT FACILITIES

The Contractor shall arrange with the OCO or other designated representative for means of access to premises, delivery and storage of materials and equipment, use of approaches, use of corridors, stairways, elevators, and similar matters.

A Contractor working in a government facility shall be responsible for maintaining satisfactory standards of employee competency, conduct, appearance, and integrity and shall be responsible for taking disciplinary action with respect to their employees as necessary.

The Contractor is responsible for ensuring that their employees do not disturb papers on desks, open desk drawers or cabinets, or use Government telephones, except as authorized. Each employee is expected to adhere to standards of behavior that reflect favorably on their employer and the Federal Government.

The Contractor shall ensure that all of its employees, including Subcontractor employees, working under the master contract are informed of the substance of this clause.

H.8.1. Rights of Ingress and Egress The rights of ingress to, and egress from, Government facilities for the Contractor's personnel must be specified in the task order.

Specific federally-controlled facilities or those areas located within a given facility may have additional security clearance requirements must be specified in the task order.

Contractor employees, including Subcontractor employees, shall have in their possession, at all times while working, the specific Government identification credential issued by the Government. The identification credential shall be displayed and be visible at all times while on Government property.

During all operations on Government premises, the Contractor's personnel shall comply with the rules and regulations governing the facility access policies and the conduct of personnel.

The Government reserves the right to require Contractor personnel to "sign-in" upon entry and "sign-out" upon departure from the Government facilities.

The Contactor shall be responsible for ensuring that all identification credentials are returned to the issuing agency whenever contract employees leave the contract, when the task order has been completed, employees leave the company, or employees are dismissed or terminated. In addition, the Contractor shall notify the issuing agency whenever employee badges are lost.

H.8.2. Leasing of Real and Personal Property The Government contemplates that leases may be part of a task order solution offered by a Contractor, but the Government, where the Contractor’s solution includes leasing, must not be the Lessee.

Under no circumstances on any task order awarded under the master contract shall the Government be deemed to have privity-of-contract with the Owner/Lessor of the Leased Items; or, the Government be held liable for early Termination/Cancellation damages if the Government decides not to exercise an option period under a task order unless the Contractor has specifically disclosed the amount of such damages (or the formula by which such damages would be calculated) as part of its proposal and the OCO for the task order has specifically approved/allowed such damages as part of the task order terms and conditions.

H.9. ON-RAMPING

The total number of Contractors within any given Pool may fluctuate due to novations, acquisitions and mergers, or the Government's exercise of the off-ramp process. In addition, it is in the Government’s best interest to include an adequate number of qualified Contractors to meet customer requirements and enhance competition at the task order level.

Any on-ramping procedure identified below is at the sole discretion of the Government. On ramping may be performed for any single Pool or multiple Pools at any time during the ordering period of the master contract.

The following procedures apply to on-ramping:

1. An on-ramping notice is published in accordance with FAR Part 5, Publicizing Contract Action

2. A re-opening of the ASTRO solicitation will be posted to include the, representations and certifications, evaluation factors, and scoring methodology materially identical to the original version of the ASTRO solicitation

3. The terms and conditions of the on-ramping solicitation will be materially identical to the original version of the master contract

4. When determined to be in the best interest of the government, Offerors may be required to achieve an evaluated numerical score that is equal to or higher than the lowest evaluated numerical score in the Pool at the time of the original master contract awards

5. The solicitation will identify the maximum number of new contracts that GSA intends to award

6. The ordering period for the on-ramp awards will be coterminous with the existing ordering period of the original master contract awards

H.9.1. Lateral Pool On-Ramping GSA will determine whether it would be in the government’s best interest to initiate an open season for lateral Pool ramping. Lateral Pool ramping means that existing ASTRO Contractors will be eligible to compete for a Pool(s) that they don’t already have an award under.

H.9.2. SubPool On-Ramping GSA will determine whether it would be in the government’s best interest to initiate an open season to create a SubPool within an already established Pool. This may be done in response to customer needs, competition levels, or other factors.

Any Offeror already possessing a contract in the affected Pool will automatically be included in the newly formed SubPool if the Offeror can provide evidence that they have functionally performed as a prime contractor within the function of the new SubPool.

New Offerors must compete under the evaluation factors and scoring methodology of the solicitation.

H.9.3. Open Season On-Ramping GSA will determine whether it would be in the Government’s best interest to initiate an open season to “replace” or “add” Contractors to any given Pool.

If the intent of the open season on-ramp is to “replace” Contractors removed from a Pool as a result of novations, acquisitions, and mergers, or the Government's exercise of the off-ramp process, Offerors must achieve an evaluated numerical score that is equal to or higher than the lowest evaluated numerical score in the Pool at the time of the original master contract awards (The lowest evaluated numerical score will be identified in the reopening of the original ASTRO solicitation for any given on-ramped Pool).

If the intent of the open season on-ramp is to “add” Contractors to increase the total number of Contractors in a given Pool beyond the original number of awards, the maximum number of contracts to be added will be identified in the solicitation and the highest technically rated Offerors will receive those awards regardless of how their score compared to the original awardees.

H.10. DORMANT STATUS

GSA is responsible for ensuring performance and compliance with the terms and conditions of the master contract and safeguarding the interests of the customer and the American taxpayer.

The ASTRO Program is reserved for high performing Contractors. Accordingly, if the ASTRO CO determines that the standards of performance are not being met by a Contractor, they may be placed into Dormant Status.

Dormant status may be activated for a given ASTRO Pool that a Contractor has been awarded or Dormant Status may be activated for all ASTRO Pools a Contractor has been awarded. If Dormant Status is activated, the Contractor shall not be eligible to participate or compete in any subsequent task order solicitations; however, the Contractor shall continue performance on previously awarded and active task orders, including the exercise of options and modifications of those active task orders.

Dormant Status is not a Debarment, Suspension, or Ineligibility as defined in FAR Subpart 9.4 or a Termination as defined in FAR Part 49. Dormant Status is a condition that applies to the master contract only. Grounds for being placed in Dormant Status specifically include, but are not limited to, consistently poor CPARS performance at the master or task order level; trends or patterns of behavior associated with ethic violations or misconduct; failure to meet the deliverables requirements of the master contract; failure to meet small business subcontracting goals; or failure to maintain Government business systems under the master contract.

Dormant status will only be imposed after careful consideration of the situation and collaboration with the Contractor to resolve the issues. GSA will ensure that Contractors receive impartial, fair, and equitable treatment. To place a Contractor in Dormant Status, the ASTRO CO must first send a letter, in writing, to the Contractor regarding the poor performance or non-compliance issue. The Contractor shall have reasonable time, at the discretion of the ASTRO CO, to provide a remediation plan to correct the deficiencies/issues. If the ASTRO CO is satisfied with the Contractor’s response, the Contractor will not be placed in Dormant Status as long as the Contractor successfully follows the remediation plan. If the ASTRO CO is not satisfied with the response, or the remediation plan is not effective, the ASTRO CO may issue a final decision, in writing, placing the Contractor in a Dormant Status. The ASTRO CO final decision may be appealed to the GSA Ombudsman under Alternative Disputes Resolution (ADR), as defined in GSAM 533.214 and FAR Subpart 33.201. Using ADR does not waive the Contractor’s right to appeal to the Agency Board of Contract Appeals or United States Court of Federal Claims.

H.11. OFF-RAMPING

GSA reserves the unilateral right to Off-Ramp non-performing Contractors. Contractors that are Off-Ramped shall have no active task orders under their corresponding Pool at the time of the Off-Ramping. Contractors under more than one Pool may only be off-ramped from the Pool where the non-performing issues have occurred.

Off-ramping methods may result from one of the following conditions:

1. Permitting the Contractor’s master contract to expire instead of exercising Option I

2. After a Contractor is placed in Dormant Status and the Contractor has completed all previously awarded task orders under the master contract

3. Debarment, Suspension, or Ineligibility as defined in FAR Subpart 9.4.

4. Termination as defined in FAR Part 49

5. Contractors who fail to meet the standards of performance, deliverables, or compliances

6. Taking any other action which may be permitted under the master contract’s terms and conditions

H.12. OPTION TO EXTEND THE TERM

After the initial contract term of 5 years, the master contract has included FAR 52.217-9, Option to Extend the Term of the Contract, for a subsequent contract term of 5 years.

The purpose of this option is to demonstrate the value it places on quality performance by providing a mechanism for continuing a contractual relationship with a successful Contractor that performs at a level which meets or exceeds GSA’s quality performance expectations.

In recognition of exceptional contract and task order performance during their initial 5 year term of performance, the Government will consider exercising a Contractor’s option, for an additional 5 year term of performance.

The option determination will be based on the conditions set forth in FAR Subpart 17.207, the overall quality of the Contractor’s past performance under the master contract and awarded task orders, meeting the deliverable and compliance standards of the master contract, and maintaining a strategic partnership between the ASTRO Contractors, GSA personnel, and Federal customers to identify and achieve reciprocal goals.

H.13. CLOSE OUTS

The master contracts will be closed out upon the close-out of all task orders awarded under the master contract.

The OCO is responsible for closing out their task orders under the master contract. Task order close-out will be accomplished within the procedures set forth in FAR Part 4, Administrative Matters, and FAR Part 42, Contract Administration and Audit Services.

The OCO is encouraged to utilize FAR Subpart 42.708, Quick-Closeout Procedures, to the maximum extent practicable. The OCO has the authority to negotiate settlement of indirect costs in advance of the determination of final indirect cost rates if the task order is physically complete and the amount of unsettled indirect cost to be allocated to the task order is relatively insignificant. A determination of final indirect costs under quick-closeout procedures shall be final for the task order it covers and no adjustment shall be made to other task orders for over-or under-recoveries of costs allocated or allocable to the task order covered by the agreement. Once agreement for quick-closeout is reached on an individual task order, a bilateral modification will be issued to close out the task order.

The Contractor agrees to cooperate with the OCO to close out task orders as soon as practical after expiration, cancellation, or termination.

(END OF SECTION H)