BNATCS_DRAFT SIR_Section H.pdf

Section H – Special Contract Requirements

TABLE OF CONTENTS

H.1 Federal Holidays Observed and Moratorium Restrictions

H.2 Incorporation of Reference Documents

H.3 Interpretation or Modification

H.4 Contracting Officer’s Authority

H.5 Meetings / Conferences

H.6 Key Personnel and Facilities

H.7 Public Release of Information

H.8 Licenses and Permits

H.9 Data Rights

H.10 Modification of Data Requirements

H.11 Security Requirements – Government Property and Computer Resources

H.12 Protection of Sensitive Technologies Information

H.13 Consent to Subcontract

H.14 Rights of the Government to Perform Functions with its own Personnel or Other Contractors

H.15 Accountability of Government Furnished Property

H.16 Contractor Support Services

H.17 Technical Data and Documentation

H.18 Systems Supportability

H.19 Government Initiated Maintenance Actions

H.20 Notification Regarding Problems

H.21 Task Orders

H.21.1 General

H.21.2 Content

H.21.3 Limitations

H.21.4 Notification of Task Order Effort

H.21.5 Execution

H.21.6 Task Order Revisions

H.21.7 Close Out

H.22 Limitation of Government Liability for Certain Government Furnished Equipment / Information (GFE/I)

H.23 Payments of Fee

H.23.1 Cost Plus Award Fee

H.23.2 Fee on Subcontracts

H.23.3 Cost Incentive Fees

H.23.4 Fixed Fees

H.24 Local Travel

H.25 Organizational Conflicts of Interest

H.26 Mandatary CEO Attendance at Regular Executive Steering Committee Meetings

H.27 Periodic Re-evaluation of Contract Terms

H.1 Federal Holidays Observed and Moratorium Restrictions Working hours schedule must observe the 11 Federal Holidays observed at the FAA facilities as follows:

New Year's Labor Day Martin Luther King's Day Columbus Day President’s Day Veterans Day Memorial Day Thanksgiving Day Juneteenth Christmas Day Independence Day (July 4th)

When any of the above holidays fall on a Sunday, the following Monday will be observed as a legal holiday. When a legal holiday falls on a Saturday, the preceding Friday is observed as a holiday.

The Contractor must not schedule or perform any installation activities at FAA operational facilities during the following time periods:

1) For Thanksgiving: Saturday (00:00 Zulu) preceding Thanksgiving Day through Monday (08:00 Zulu) after Thanksgiving Day

2) For Christmas:

a. If Christmas and NY fall on a Monday, then the moratorium starts two (2)

Saturdays prior to Christmas (00:00 Zulu) until Tuesday (00:00 Zulu) immediately after New Year’s Day

b. If Christmas and NY fall on a Tuesday, then the moratorium starts two (2) Saturdays prior to Christmas (00:00 Zulu) until Wednesday (00:00 Zulu) immediately after New Year’s Day

c. Otherwise, the moratorium starts one (1) Saturday prior to Christmas (00:00 Zulu) until the next Monday (00:00 Zulu) following New Year’s Day

The FAA reserves the right to adjust these moratorium periods each year.

H.2 Incorporation of Reference Documents All specifications, exhibits, drawings or other documents referred to in this contract, whether or not attached, are incorporated herein by reference.

H.3 Interpretation or Modification No oral statement of any person, and no written statement of anyone other than the Contracting Officer (CO), or his/her designated, authorized representative, acting within the limits of the authority specified in such designation, must modify or otherwise affect any provision of this contract.

H.4 Contracting Officer’s Authority The Contracting Officer (CO), specified in Section G, must be the only individual authorized to direct or redirect the efforts or in any way amend any of the items of this contract other than those instances specifically delegated in writing by the Contracting Officer.

The FAA Contracting Officer is responsible 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, this authority remains solely with the Contracting Officer.

In no event must any understanding or agreement, modification, change order or other matter, deviating from the terms of this contract be effective or binding upon the Government, unless issued, in writing, by the Contracting Officer.

H.5 Meetings / Conferences To ensure effective program management and efficient and effective resolution of problems, meetings between the FAA and the Contractor will be held as required, at a mutually agreed upon time and location.

These meetings must include, as a minimum, those described in Section C and those described below. Except for the regularly scheduled program management reviews (identified in Section C) and routine working meetings between Contractor and ARTCC, Mike Monroney Aeronautical Center; and William J. Hughes Technical Center personnel, the Contractor must notify the CO and COR, by telephone, in writing or via electronic mail, the date, time, and location of the meeting.

Program Management Review (PMR) meetings per the SOO – must normally be held monthly or as otherwise directed by the CO or COR.

H.6 Key Personnel and Facilities The Contractor must not move/transfer/divert any key personnel within the first six (6) months after the start of the contract.

If circumstances arise, beyond the Contractor’s control, that require the move/transfer or diversion of any key personnel in the initial six (6) month period of contract performance, the Contractor must notify, in writing, and receive consent from, the CO in advance of the action and must submit justification (including proposed substitutions) in sufficient detail to permit evaluation of the impact on this contract.

Key Personnel under this Contract are, at a minimum:

1) A Program Manager

2) Deputy Program Manager

3) Lead System Integration Engineer

4) Lead Acquisitions Specialist

5) Lead Surveillance Systems Manager

6) Lead Facilities Manager

7) Lead Automation Systems Manager

8) Lead Voice Communications Manager

9) Lead Telecommunications Manager

Prior to removing, replacing, or diverting any of the key personnel at any time during the performance of this Contract, the Contractor must notify the CO at least thirty (30) days in advance of such actions. This notification must be in writing and include justification (including a resume and proposed substitutions) in sufficient detail to permit evaluation of the impact on this Contract. Consent from the CO must be received prior to the execution of the substitution, replacement or diversion of any key person but not later than twenty-one (21) days after Contractor notification.

The FAA reserves the right to add or remove Key Personnel Positions at any time.

H.7 Public Release of Information This contract is a public document. Except for financial and proprietary information, this contract may be released by the Government to the public upon request without further notice to the Contractor.

H.8 Licenses and Permits The contractor must, without additional expense to the Government, be responsible for obtaining any necessary licenses and permits, and for complying with any applicable Federal, State, and Municipal laws, codes, and regulations, in connection with the execution of the work. The contractor shall report on the status of any licenses and permits every two weeks.

H.9 Data Rights All data rights and software source code in performance of this effort obtained by the Contractor must be immediately transferable to the Federal Government.

Contractor must preserve the FAA’s future choices wherever possible. Such as avoiding vendor lock in whenever possible. The Contractor shall not implement any proprietary software into the BNATCS without the express consent of the FAA and enter into good faith negotiations on future use of the software.

H.10 Modification of Data Requirements The Contracting Officer may unilaterally change the place of delivery and the technical office for any Contract Data Requirements List (CDRL) line item hereto, at no change in contract price, notwithstanding the provisions of the clauses in Section I entitled "Changes".

From time to time during the performance of this contract, the Contracting Officer may unilaterally make other administrative and clarification changes to the CDRL hereto, and the contract price will constitute full satisfaction of any entitlement of equitable adjustment under the "Changes" clause provided the Contractor agrees to accept such change at no change in contract price.

Unilateral contract modifications must be by the issuance of a Contracting Officer's letter, message, or contract modification which will reference this paragraph as its authority. Any change pursuant to the above which does impact the contract price must not be acted upon by the Contractor but must require notification of the estimated impact to the Contracting Officer.

H.11 Security Requirements – Government Property and Computer Resources The Contractor must be required to secure the Contractor facilities where FAA work will be performed and follow security procedures for access to Government property and computer resources.

H.12 Protection of Sensitive Technologies Information Subject to federal law, all technical data provided to the Contractor by the Government will be protected from public disclosure in accordance with the markings contained thereon. Except as necessary for the performance of this contract, all other sensitive information relating to the items to be delivered or services to be performed under this contract may not be disclosed to anyone outside the U.S. Government by any means without prior written approval of the Contracting Officer. Dissemination or public disclosure includes, but is not limited to, permitting access to such information by foreign nationals or by any other person or to such information by foreign nations or by any other person or entity; publication of technical or scientific papers; advertising; or any other proposed public release. The Contractor must provide adequate protection to such information to preclude access by any person or entity not authorized such access by the Government.

H.13 Consent to Subcontract

Before entering into subcontracts under this contract, the Contractor must obtain the written approval of the CO in accordance with Section I. In requesting such approvals, the Contractor must furnish all pertinent information required by the CO, which must include, but is not limited to: the Contractors under consideration; type of contract; total contract value; the period of performance for the work to be performed; the extent and nature of the proposed contract; the justification for using Subcontractor effort and the amount of the proposed subcontract. The amount of information required by the CO will be commensurate with the estimated value of the subcontract.

(a) Prior to the placement of subcontracts, the Contractor must ensure that:

(1) They contain all of the clauses of this contract (altered when necessary for proper identification of the contracting parties) which contain a requirement for such inclusion in applicable subcontracts.

(2) Any applicable subcontractor’s "Certificate of Current Cost or Pricing Data" and subcontractor’s "Representations and Certifications" are current; and

(3) Any required prior notice and description of each subcontract is given to the Contracting Officer and any required consent is received. Except as may be expressly set forth therein, any consent by the Contracting Officer to the placement of subcontracts must not be construed to constitute approval of the subcontractor or any subcontract terms or conditions, determination of the allowability of any cost, revision of this contract, or any of the respective obligations of the parties thereunder, or creation of any Subcontractor privity of contract with the Government. No subcontract shall contain any indemnification of that Subcontractor by the United States directly or indirectly (as pass through liability), nor shall claims for such liability be allowable contract costs unless such liability or costs are approved in writing in advance by the FAA.

The FAA reserves the right to assume subcontracts as-is or to renegotiate directly with the subcontractor and assume subcontracts with changes.

The FAA reserves the right to communicate directly with all levels of subcontractors.

H.14 Rights of the Government to Perform Functions with its own Personnel or Other Contractors The Government reserves the right to perform or supplement performance of any work within the scope of this contract with Government personnel or other contractors. Such performance described above will not constitute a Breach of Contract by the Government within the meaning of contract clause AMS 3.10.6-1, Termination for Convenience of the Government (Fixed Price) in Section I.

H.15 Accountability of Government Furnished Property FAA Form 4650-12 for shipment of GFP to the Contractor will be generated by the FAA Program Office prior to shipment and signed by the Property Administrator (PA), identified in Section G of the Contract. The PA must review the document, issue a control number for tracking and accountability purposes and forward the 4650-12 to the Contractor. In emergency cases, the 4650-12 may be prepared post shipment.

GFP received at the Contractor’s facility without proper documentation must be reported immediately to the PA, in writing, with a copy to the Contracting Officer.

The Contractor must request a 4650-12 for the return of GFP or CAP to the FAA prior to shipment. The process in paragraph 1 of this clause will then be repeated. The 4650-12 documents the return of GFP or CAP to the FAB. Excess property must be reported to the PA, in writing, with a copy to the Contracting Officer on an Inventory Schedule, Standard Form 1428.

The Contractor must maintain adequate records on GFP, which is furnished in order that any GFP, which is incorporated, can be matched and identified to the specific CLIN. In its request for shipping instructions (FAA Form 4500-1) the Contractor must specify the GFP, by CLIN, which has been incorporated in each CLIN for which the shipping instructions are requested referencing the FAA Form 4650-12 by which the GFP was furnished.

Final payment under this contract will be withheld until accountability of all GFP has been accomplished.

H.16 Contractor Support Services The FAA may contract with support Contractors for services to include contract administration, functioning as a Contracting Officer’s Administrative Representative (COAR) and assisting in technical reviews. Employees of these support Contractors may attend meetings between the Contractor and the FAA, observe and participate with Government personnel in functions and performance tests, and have access to the Contractor’s facilities as related to any effort under this contract; however, no support Contractor has the authority to issue direction to the Contractor or to change the contract.

If the FAA utilizes support Contractors in this capacity, the Contractor agrees to cooperate with the support Contractors by engaging in discussions with support Contractor personnel and permitting support Contractor personnel access to information and data to the same degree such access is accorded Government personnel. The Contracting Officer will provide a list of support Contractors upon request.

H.17 Technical Data and Documentation The Contractor must ensure that the Government receives all documentation and updates routinely developed by Original Equipment Manufacturer (OEM). The Contractor must ensure that OEM supplier(s) for the installation, and operation of hardware and software purchased/leased by or for the use of the Government included are all documentation and updates for software maintenance.

The Contractor must ensure that all commercially available technical data provided is complete and equivalent to that provided to the OEM's own on-site and off-site engineering personnel.

H.18 Systems Supportability The Contractor must ensure that all systems under this contract are fully supportable through the life of this contract. In the event a product is no longer available, the Contractor will notify and provide a recommendation to the Contracting Officer to exercise an end of life buy or alternative solution.

H.19 Government Initiated Maintenance Actions During the duration of Contractor provided maintenance support, the Contractor must notify the Contracting Officer if maintenance actions performed by FAA personnel meet both of the following conditions:

1) Were not in accordance with the Contractor provided maintenance training and

2) Directly resulted in additional Contactor maintenance efforts.

H.20 Notification Regarding Problems If at any time during the performance of this contract problems should arise which will have an adverse impact on timely performance by the Contractor or affect the contract price, the Contractor is required to immediately notify the Contracting Officer. Such Contractor notice must be followed up by a written statement of the problem, alternative solutions and the respective costs associated with the solutions.

H.21 Task Orders

H.21.1 General.

Task Orders can be utilized for any effort(s) under this contract not specifically defined in the SOO by another CLIN. Only the Government Contracting Officer must issue Task Orders. It is agreed that a Task Order issued by the Contracting Officer constitutes authorization for the Contractor to proceed with the work specified herein and that no other costs are authorized without the express written consent of the Contracting Officer. At the request of the Contracting Officer or Contracting Officer’s Representative (COR), the Contractor must provide a cost estimate that includes the estimate for labor categories, hours, labor costs, ODCs (to include travel, purchases, subcontractor labor) for each Task Order issued. The Contractor must provide the cost estimate to the Contracting Officer and COR.

H.21.2 Content.

Each Task Order must be assigned an individual identifying number, i.e., Task No. 0001. Task Orders will specify the following, as a minimum:

1) Statement of Work (work to be performed);

2) Performance Period;

3) Place of performance;

4) Authorized travel;

5) Labor Hour Estimate (This data must be provided at the monthly Program Management

Reviews [PMR’s]);

6) Labor Estimate Not-To-Exceed (NTE) ceiling price for labor effort;

7) Delivery Schedule (deliverables and required delivery dates;

8) Government Furnished Property (GFP) (to include information, material and equipment),

9) Materials and ODC Estimate NTE;

10) Requirements and provisions for access to Government property and facilities, if different than what is currently in the contract; and

11) Task Order NTE (for the effort to be conducted)

H.21.3 Limitations Regardless of the Section B price, the Contractor is not authorized to perform work on any Task Order until the Task Order ceiling price has been established and agreed upon during negotiations and the Task Order is signed by the Contracting Officer.

The Contractor is not authorized to incur any costs, including labor costs, in excess of the Task Order ceiling price. The Government’s liability to purchase is limited on a task basis to the current funding of that Task Order.

H.21.4 Notification of Task Order Effort If time permits, a draft Task Order package, which includes an unsigned Task Order must be sent by the Contracting Officer or COR prior to the formal issuance of a Task Order to the Contractor. The Contractor must review the draft Task Order package and contact the Contracting Officer or COR with any questions, concerns and needs for clarification. Once issues have been resolved, the Contracting Officer must issue the formal Task Order package.

Upon receipt of the formal Task Order package, the Contractor reviews the Task Order, and must submit a signed copy of the Task Order to the FAA Contracting Officer.

H.21.5 Execution.

The Contracting Officer will sign and send a copy of the Task Order back to the Contractor.

Upon receipt, the Contractor may then proceed with the task requirements.

H.21.6 Task Order Revisions Revisions to Task Orders may be in the form of a unilateral change or bilateral change.

Unilateral changes cover administrative changes such as a change to the period of performance or to correct errors and will be issued via a change letter from the Contracting Officer. These unilateral changes must be included when the task order is next formally updated via a bilateral change. A bilateral change to the Task Order must be a formal change to the task order and must include the information set forth in the preceding paragraphs as applicable

H.21.7 Close Out Task Orders will be closed based upon a mutually agreeable process established with the Contractor.

H.22 Limitation of Government Liability for Certain Government Furnished Equipment / Information (GFE/I) During the administration of this contract should the Government not comply with agreed to schedules for delivery of GFE/I or should the designated GFE/I not meet the required performance standards, the negotiation of an equitable adjustment for such delay or failure to meet performance standards will take into account the comparative responsibility of the Government and Contractor in causing the delay or performance deficiency. Such consideration must include, but not be limited to, performance problems, the failure of the Government adequately to fund the GFE/I development, and whether the Contractor was developing the GFE/I on a fixed-price, cost reimbursement, or level-of-effort basis.

H.23 Payments of Fee

H.23.1 Cost Plus Award Fee Performance Award fees under the contract are defined in attachment J-3.

H.23.2 Fee on Subcontracts Fee on subcontracts will not be allowed at any level.

H.23.3 Cost Incentive Fees For cost incentive fee CLINs, the maximum cost incentive fee is 10%.

For incentive fee CLINs, the share ratio for costs exceeding the target cost must be 80% Government and 20% contractor.

For incentive fee CLINs, the share ratio for costs under the target cost must be 80% Government and 20% contractor

H.23.4 Fixed Fees Fixed fees are as proposed by the offeror.

H.24 Local Travel Local travel must not be reimbursed under this contract. Local travel of is defined as any trip less than 50 miles from the traveler’s official duty station.

H.25 Organizational Conflicts of Interest

Due to organizational conflicts of interest, the Integrator will be excluded from competing for certain efforts that are part of this project, including certain subcontract efforts under the integrator. These include efforts for system design, system development, system testing, facility design, facility construction, and other efforts as FAA deems appropriate.

The Integrator will have access to source selection information that will be unavailable to Offerors for the efforts listed above. The Integrator, with the FAA, will lead in the development of requirements and the development of evaluation criteria – which is source selection sensitive in nature. The Integrator will lead, with the FAA, in evaluating performance of these efforts. The Integrator will lead, with the FAA, the evaluation of ongoing programs and procurements (to include current NAS systems).

While there is a clear and significant conflict between systems developers/providers and the Integrator, and between facilities developers/constructors and the integrator, the FAA does not see a general or significant inherent conflict of interest between support service contractors and the role of the integrator. Therefore, current support service contractors are not immediately prohibited from playing an integration role.

H.26 Mandatary CEO Attendance at Regular Executive Steering Committee Meetings

The CEO or equivalent head of the Integrator shall attend the regular meetings of the FAA’s Executive Steering Committee.

H.27 Periodic Re-evaluation of Contract Terms

Every six months and at the request of the Contracting Officer, the parties shall meet to determine if the current contract terms, including milestones and incentives, are on track to meet delivery of the Brand New Air Traffic Control System by the stated deadline. If the Contracting

Officer determines that it is necessary to amend the contract, such amendment shall be fully executed no later than fourteen calendar days from the date of the re-evaluation meeting.