H_TFM2_Amend-1_2016-08-25.pdf

TFM-2 SIR DTFAWA-16-R-00010 Amendment 1 Section H

PART I -- SECTION H

SPECIAL CONTRACT PROVISIONS

Table of Contents

H.1 REPRESENTATION, CERTIFICATIONS AND OTHER STATEMENTS INCORPORATED BY REFERENCE

H.2 AMS CLAUSE 3.8.2-17 KEY PERSONNEL AND FACILITIES

H.3 INFORMATION RELEASE RESTRICTIONS

H.4 AMS CLAUSE 3.13-15 CONFIDENTIALITY OF DATA & INFORMATION (OCTOBER 2011)

H.5 RELOCATION COSTS

H.6 MAINTENANCE OF RECORDS AND LITIGATION SUPPORT

H.7 ATTORNEY-CLIENT PRIVILEGE

H.8 SHALL = MUST

H.9 SERVICE LIMITATIONS

H.10 CPIF CLINS INCENTIVE FEE PROVISIONS

H.10.1 AMS CLAUSE 3.2.4-8 INCENTIVE FEE (APRIL 1996)

H.10.2 ADDITIONAL CPIF INCENTIVE DEFINITIONS

H.10.3 SPECIFIC SCHEDULE INCENTIVE MILESTONE DEFINITIONS

H.10.4 POST-DEPLOYMENT QUALITY INCENTIVE DEFINITION

H.10.5 CLIN SPECIFIC INCENTIVES

H.10.5.1 CLIN 9A TFM REMOTE SITE TECHNICAL REFRESH

H.10.5.2 CLIN 11.1, RELEASE 1 – TFDM BUILD 1 REQUIREMENTS FOR TFMS

H.10.5.3 CLIN 11.2, RELEASE 2 – IMPROVING DEMAND PREDICTION (IDP)

H.10.5.4 CLIN 11.3, RELEASE 3 – INTEGRATED DEPARTURE ROUTE PLANNING (IDRP)

H.11 EMPLOYEE TERMINATION

H.12 COMMERCIAL HARDWARE AND SOFTWARE PROVISIONS

H.13 SMALL BUSINESS SUBCONTRACTING GOALS

H.1 Representation, Certifications and other Statements Incorporated by Reference

All representations, certifications and other statements made by the Contactor whether written in Section K or completed electronically via the System for Award Management (SAM) and are incident to award or modification of this contract are hereby incorporated by reference into this contract with the same force and effect as if they were given in full text herein.

H.2 AMS CLAUSE 3.8.2-17 KEY PERSONNEL AND FACILITIES

3.8.2-17 Key Personnel and Facilities (May 1997)

(a) The personnel as specified below are considered essential to the work being performed hereunder and may, with the consent of the contracting parties, be changed from time to time during the course of the contract. The minimum qualifications for the Key Personnel are identified in Attachment J-7.

(b) Prior to removing, replacing, or diverting any of the specified personnel, the Contractor shall notify in writing, and receive consent from, the Contracting Officer reasonably in advance of the action and shall submit justification (including proposed substitutions) in sufficient detail to permit evaluation of the impact on this contract.

(c) No diversion shall be made by the Contractor without the written consent of the Contracting Officer.

(d) The key personnel under this contract are:

Position Title Name

Program Manager Deputy Program Manager Operations & Maintenance Manager Chief Principal Systems Engineer System Engineering Manager Software Engineering Manager Aeronautical Adaptation Data Lead

(End of Clause)

H.3 INFORMATION RELEASE RESTRICTIONS

Work performed under this Contract may involve access to information, including specifications, cost estimates and other sensitive data. Consequently, the Contractor (including individual employees thereof) must not release or communicate, except as required by law or regulations, such information, including any news release, public announcement, or advertising material concerned with this Contract, whether orally or in writing, to any person except:

(a) FAA personnel with a "need to know",

(b) Employees of the Contractor with a "need to know", or

(c) Such other person(s) as may be designated in writing by the Contracting Officer.

All technical data provided to the Contractor by the Government shall be protected from public disclosure in accordance with the markings contained thereon. Except as necessary for the performance of this contract, all other 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 shall provide adequate physical protection to such information so as to preclude access by any person or entity not authorized such access by the Government.

H.4 AMS CLAUSE 3.13-15 CONFIDENTIALITY OF DATA & INFORMATION

(October 2011)

This is a modified version of the noted AMS Clause. The underlined language is an addition to the normal AMS version of the clause.

(a) The contractor and any of its subcontractors, in performance of this contract, may need 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 its right to use and disclose 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 subcontractors agree to abide by any restrictive use conditions on such data and not to: (1) knowingly disclose such data and information to others without written authorization from the Contracting Officer, unless the Government has made data and information available to the public; and (2) use for any purpose other than the performance of this contract any data which bears a restrictive marking or legend. For the sole purpose of this clause, "information" means any communication or representation of knowledge such as facts, data, or opinions in any medium or form, including textual, numerical, graphic, cartographic, narrative or visual form. Data processed in such a way that it can increase the knowledge of the person who receives it. Information is the output, or finished goods, of information systems.

For the sole purpose of performing the system development, automation, operation, analysis and/ or maintenance efforts included in this contract, the FAA is providing the contractor (and its subcontractors) access to National Airspace System (NAS) aircraft position, track, flight identifying, system capacity or weather data. Since this data is being provided both via electronic data feed and via e-mail, it is not always possible to physically mark this data with use conditions. This data is provided “For Official Use Only.” The contractor must not share this data with any individuals other than those contractor and subcontractor employees actually performing work under this contract and must take necessary steps to ensure the data is safeguarded and not released beyond these limited number of individuals.

For purposes of this clause, the contractor’s and subcontractor’s parent companies, agents, subsidiaries and affiliates are considered “third parties” and must not be provided access to the data mentioned above nor any data provided under this contract that is marked as sensitive or For Official Use Only.

(b) In the event the work required to be performed under this contract requires access to proprietary data and information of other companies, the contractor must obtain agreement from such other companies for such use unless such data are provided or made available to the contractor by the Government. Two copies of such company-to-company agreements must be furnished promptly to the Contracting Officer for information only. These agreements must prescribe the scope of authorized use 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 the aforesaid 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.

(c) The contractor agrees to conduct formal training to make employees aware of the requirement to maintain confidentiality of data and information, as required above, to the end that they will be disciplined if the necessity to refrain from divulging either the proprietary data of other companies or data that are obtained from the Government to anyone except as authorized. The contractor must obtain from each employee engaged in any effort connected with this contract an agreement, in writing, which must in substance provide that such employee will not, during his/her employment by the contractor or anytime 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.

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

(e) The contractor agrees to include the substance of this clause in all subcontracts awarded under this contract. The Contracting Officer will consider case-by-case exceptions to this requirement for individual subcontracts in the event that: (1) the contractor considers the application of the prohibition of this clause to be inappropriate and unnecessary in the case of a particular subcontract; (2) the contractor provides a written statement affirming absolute unwillingness of a subcontractor to perform, absent some relief from the substance of this prohibition; (3) use of an alternate subcontract source would unreasonably detract from the quality of effort; and (4) the contractor provides the Contracting Officer timely written advance notice of these and any other extenuating circumstances.

(f) Except as the Contracting Officer specifically authorizes in writing, upon completion of all work under this contract, the contractor must return all such data and information obtained from the Government, including all copies, modifications, adaptations, or combinations thereof, to the Contracting Officer. Data obtained from another company must be disposed of in accordance with the contractor's agreement with that company, or if the agreement makes no provision for disposition, must be returned to that company. The contractor must further certify in writing to the CO that all copies, modifications, adaptations, or combinations of such data or information which cannot reasonably be returned to the Contracting Officer (or to the appropriate company), have been deleted from the contractor's (and any subcontractor's) records and destroyed.

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

(End of clause)

H.5 RELOCATION COSTS

Relocation costs are not allowable direct costs under this Contract unless advance, written approval is granted by the Contracting Officer.

H.6 MAINTENANCE OF RECORDS AND LITIGATION SUPPORT

(a) The Contractor must maintain all records, notes, memoranda, personal diaries, correspondence, and Government documents, upon which notes or annotations have been made. These records must be maintained for a minimum of two (2) years following contract closeout, or longer if required by the Contracting Officer and needed for the completion of any litigation or hearings. The records must be freely delivered to the FAA upon request, and must not be withheld by the Contractor for any reason. The Contractor and its employees waive any statutory rights they may have for withholding the documents. In addition, the Contractor must support the FAA in litigation to whatever extent required by the FAA.

(b) In the event any request for support to the FAA occurs after the period of performance of this contract, separate contractual arrangements will be made for costs incurred.

H.7 ATTORNEY-CLIENT PRIVILEGE

During performance of this contract, the Contractor may be required to attend meetings at which FAA employees seek and receive legal advice from FAA attorneys. The FAA intends, and the Contractor agrees, that such advice is to be treated as confidential legal advice, that the Contractor must not discuss such legal advice with non-FAA personnel, that such advice must not be included in notes, written reports, or minutes of such meetings, and that for purposes of asserting the attorney-client privilege with regard to such information, the Contractor must be considered an agent of the FAA.

In the event of litigation involving third parties to which the Contractor is not a named party, the Contractor must support the FAA by promptly providing to the FAA any documents requested as part of discovery which the Contractor may have in its possession, and by making Contractor employees available for depositions or testimony at hearings. This provision does not preclude the Contractor or the Contractor employees from being represented by counsel retained by the Contractor or the Contractor employee, provided such representation is at no direct cost to the Government.

H.8 SHALL = MUST

The Contractor agrees all instances of “shall” in all documents of this contract equate to the full meaning of “must” (e.g., the FAA has not yet updated all AMS clauses to reflect current policy for specifying mandatory requirements).

H.9 SERVICE LIMITATIONS

The Contractor agrees that this contract is a not a personal services contract. The contractor further agrees that it must not perform any inherently government function.

For all the purposes of the contract the Contractor is not, or must not hold itself out to be, an agent or partner of, or joint venture with, the Government and that it must neither supervise, nor accept supervision from, Government employees.

H.10 CPIF CLINs INCENTIVE FEE PROVISIONS

H.10.1 AMS Clause 3.2.4-8 Incentive Fee (April 1996)

(a) General. The FAA shall pay the Contractor for performing this contract a fee determined as provided in this contract.

(b) Target cost and target fee. The target cost and target fee specified in the "Schedule" are subject to adjustment if the contract is modified in accordance with paragraph (d) below.

(1) Target cost, as used in this contract, means the estimated cost of this contract as initially negotiated, adjusted in accordance with paragraph (d) below.

(2) Target fee, as used in this contract, means the fee initially negotiated on the assumption that this contract would be performed for a cost equal to the estimated cost initially negotiated, adjusted in accordance with paragraph (d) below.

(c) Withholding of payment. Normally, the FAA shall pay the fee to the Contractor as specified in the Schedule. However, when the Contracting Officer considers that performance or cost indicates that the Contractor will not achieve target, the FAA shall pay on the basis of an appropriate lesser fee. When the Contractor demonstrates that performance or cost clearly indicates that the Contractor will earn a fee significantly above the target fee, the Government may, at the sole discretion of the Contracting Officer, pay on the basis of an appropriate higher fee. After payment of 85 percent of the applicable fee, the Contracting Officer may withhold further payment of fee until a reserve is set aside in an amount that the Contracting Officer considers necessary to protect the FAA's interest. This reserve shall not exceed 15 percent of the applicable fee or $100,000, whichever is less.

(d) Equitable adjustments. When the work under this contract is increased or decreased by a modification to this contract or when any equitable adjustment in the target cost is authorized under any other clause, equitable adjustments in the target cost, target fee, minimum fee, and maximum fee, as appropriate, shall be stated in a supplemental agreement to this contract.

(e) Fee payable.

(1) The fee payable under this contract shall be the target fee increased by (*) cents for every dollar that the total allowable cost is less than the target cost or decreased (*) cents for every dollar that the total allowable cost exceeds the target cost. In no event shall the fee be greater than (*) percent or less than (0) percent of the target cost.

* Specific numbers will be defined in Section H.10.6 as each CLIN is negotiated and awarded.

(2) The fee shall be subject to adjustment, to the extent provided in paragraph (d) above, and within the minimum and maximum fee limitations in subparagraph (1) above, when the total allowable cost is increased or decreased as a consequence of (i) payments made under assignments or (ii) claims excepted from the release as required by paragraph (h)(2) of the "Allowable Cost and Payment" clause.

(3) If this contract is terminated in its entirety, the portion of the target fee payable shall not be subject to an increase or decrease as provided in this paragraph. The termination shall be accomplished in accordance with other applicable clauses of this contract.

(4) For the purpose of fee adjustment, total allowable cost shall not include allowable costs arising out of-

(i) Any of the causes covered by the "Excusable Delays" clause to the extent that they are beyond the control and without the fault or negligence of the Contractor or any subcontractor;

(ii) The taking effect, after negotiating the target cost, of a statute, court decision, written ruling, or regulation that results in the Contractor's being required to pay or bear the burden of any tax or duty or rate increase in a tax or duty;

(iii) Any direct cost attributed to the Contractor's involvement in litigation as required by the Contracting Officer pursuant to a clause of this contract, including furnishing evidence and information requested pursuant to the "Notice and Assistance Regarding Patent and Copyright Infringement" clause;

(iv) The purchase and maintenance of additional insurance not in the target cost and required by the Contracting Officer, or claims for reimbursement for liabilities to third persons pursuant to the "Insurance-Liability to Third Persons" clause;

(v) Any claim, loss, or damage resulting from a risk for which the Contractor has been relieved of liability by the FAA Property clause; or

(vi) Any claim, loss, or damage resulting from a risk defined in the contract as unusually hazardous or as a nuclear risk and against which the FAA has expressly agreed to indemnify the Contractor.

(5) All other allowable costs are included in total allowable cost for fee adjustment in accordance with this paragraph (e), unless otherwise specifically provided in this contract.

(f) Contract modification. The total allowable cost and the adjusted fee determined as provided in this clause shall be evidenced by a modification to this contract signed by the Contractor and Contracting Officer.

(g) Inconsistencies. In the event of any language inconsistencies between this clause and provisioning documents or FAA options under this contract, compensation for spare parts or other supplies and services ordered under such documents shall be determined in accordance with this clause.

(End of clause)

H.10.2 Additional CPIF Incentive Definitions

Incentive Fee, as used in this contract, means the additional fee/profit payable above the target fee if the total allowable cost is less than the target cost.

Cost Share Ratio, as used in this contract, means how the difference between the target and actual cost affects the fee/profit calculation. For example, a Contractor/FAA 50/50 share ratio means the target fee is increased by 50 cents for every dollar that the total allowable cost is less than the target cost, or decreased by 50 cents for every dollar that the total allowable cost exceeds the target cost.

Schedule Incentive (SI), as used in this contract, means the fee/profit (a percent of target cost --not a bonus) that may be earned if the Contractor successfully completes the applicable schedule milestones no later than the specified due dates. This incentive may be distributed between one or more specific schedule milestones. See Section H.10.3.

Post-Deployment Quality Incentive (QI), as used in this contract, means the fee/profit (a percent of target cost -- not a bonus) the Contractor may earn if the problems found after a release is deployed to operations does not exceed the criteria. See Section H.10.4.

Maximum fee/profit, as used in this contract, is 15% (including target fee and all applicable incentives) of the initially negotiated CLIN target cost.

Program Trouble Reports (PTR), as used in this contract, are defined as follows:

Severity Mission Type Definition 1 Essential failure Fails to perform a mission-essential function or jeopardizes safety or security.

2 Essential shortfall with no work-around.

Mission-essential functional or performance requirement not fully satisfied. An acceptable work-around solution is not known.

3 Essential shortfall with work-around.

Mission-essential functional or performance requirement not fully satisfied. An acceptable work-around solution is available.

4 Non-essential shortfall with work-around.

Non-essential functional or performance requirement not fully satisfied. Considered an inconvenience. An acceptable procedural work-around is known.

5 Minor defect Any other minor defect. No work-around required.

H.10.3 Specific Schedule Incentive Milestone Definitions

The criteria established herein applies to all CPIF CLINs and will be used to determine if contractor’s performance meets established performance parameters to earn negotiated and agreed incentive fee. Details of CLIN incentives as negotiated and agreed are identified in Section H.10.5.

(a) Detailed Design Review (DDR)

This schedule incentive will be considered earned if all of the following criteria are met by the Section F.4 (Key Milestones) schedule date:

(1) The contractor must deliver the design review information in accordance with the applicable CDRL dates, and

(2) the FAA determines the design review deliverables are adequate to conduct DDR, and

(3) the contractor must successfully conduct the design review and resolve all outstanding FAA comments and concerns identified during review of submitted design information, and

(4) the contractor must receive FAA final approval to start software development in accordance with approved design. Schedule incentive is not automatically considered earned if conditional approval of software development is granted. If only conditional approval is provided, as defined below, the schedule incentive will not be met unless conditional items have been adequately and timely addressed as follows:

• Conditional approval in this contract means that the government has determined that successful completion of any remaining actions in response to FAA comments is highly probable. If conditional approval is granted, the contractor must complete all outstanding actions within 30 calendar days of receipt of the FAA’s comments. Upon FAA verification of closure of all outstanding actions, the FAA may grant final approval, and declare the schedule milestone successfully met.

(b) Acceptance Test

This schedule incentive will be considered earned if all of the following criteria are met by the Section F.4 (Key Milestones) schedule date:

(1) The contractor must deliver the test information in accordance with the applicable CDRL dates, and

(2) the FAA determines the test deliverables are adequate to conduct a Test Readiness Review (TRR), and

(3) the FAA provides final approval to initiate WJHTC Acceptance Testing (WSAT), and

(4) all test procedures must be executed and verified for all SSS and IRS requirements allocated to the FAA approved WSAT test procedures for the release, and

(5) there are no open severity 1 PTRs, i.e., fixed and passed upon retest, and

(6) disposition of all open severity 2 PTRs is accepted by the FAA, and

(7) regression testing is successfully complete, if applicable, and

(5) the FAA provides final approval to initiate Operational Test and Evaluation (OT&E). Schedule incentive is not automatically considered earned if conditional approval is granted to proceed with OT&E. If only conditional approval is provided, as defined below, the schedule incentive will not be met unless conditional items have been adequately and timely addressed as follows:

• Conditional approval in this contract means that the government has determined that successful completion of any remaining actions in response to FAA comments is highly probable. If granted, the contractor must complete all outstanding actions within 30 calendar days of the Post Test Briefing

(occurs after WSAT complete). Upon FAA verification of closure of all outstanding actions, the FAA may grant final approval and declare the schedule milestone successfully met.

(c) Ready for Operations (RO)

This schedule incentive will be considered earned if all of the following criteria are met by the Section F.4 (Key Milestones) schedule date:

(1) The contractor must deliver the test information in accordance with the applicable CDRL dates, and

(2) the FAA determines the test deliverablesare adequate to conduct a Test Readiness Review (TRR), and

(3) the FAA provides final approval to initiate Key Site Acceptance Testing (KSAT).

(4) all Key Site Acceptance Test procedures are executed successfully and and witnessed by the FAA, and

(5) all severity 1, and 2 PTRs are closed, i.e., fixed and passed upon retest, and

(6) all severity 3 PTRs have alternative work-around solutions approved by the FAA and applied, and

(7) the aggregate impact of severity 3 PTR work-around solutions is operationally acceptable to the FAA, and

(8) regression testing is complete, if applicable.

H.10.4 Post-Deployment Quality Incentive Definition

This incentive will be considered earned if all of the following criteria are met 90 days after release deployment (normally 30-60 calendar days after the RO date):

(1) No more than (*) Release specific severity-1 PTRs were opened, and

(2) no more than (*) Release specific severity-2 PTRs were opened, and

(3) the sum of all severity 1, 2 and 3 Release specific PTRs opened did not exceed (*).

* Specific numbers will be defined in Section H.10.5 as each CLIN is negotiated and awarded.

The Release must be in full operational use for a full 90 days after deployment. The PTR counts will include all defects in software, scripts and configuration. Latent defects proven to be from previous releases will be excluded from the count. Latent defects attributed to COTS software must be acknowledged by the product vendor to be excluded from the count.

H.10.5 CLIN Specific Incentives

Details of CLIN incentives will be identified in this section after they are negotiated and definitized via a contract modification.

H.10.5.1 CLIN 9A TFM Remote Site Technical Refresh

The following incentive types are applicable to this CLIN and are listed in order of importance (i.e., fee amount highest to lowest):

Schedule

• The total maximum fee payable is (*) percent of target cost allocated across the following milestones (equally important):

o (*) percent of the above maximum for the successful and on-schedule completion of the WJHTC Site Acceptance Test (WSAT).

o (*) percent of the above maximum for the successful and on-schedule achievement of Ready for Operations (RO).

• The minimum fee payable is 0 percent of the target cost.

Cost

• The fee payable will be (*) percent of the target cost increased by (*) cents for every dollar that the total allowable cost is less than the target cost or decreased by (*) cents for every dollar that the total allowable cost exceeds the target cost.

• The maximum fee payable is (*) percent of target cost.

Quality

• The maximum fee payable is (*) percent of target cost if:

o No more than (*) Severity-1 PTRs were opened, and o no more than (*) Severity-2 PTRs were opened, and o the sum of all Severity 1, 2 and 3 PTRs opened did not exceed (*).

H.10.5.2 CLIN 11.1, Release 1 – TFDM Build 1 Requirements for TFMS following milestones (the first two are equally important and each is more important than the 3rd):

o (*) percent of the above maximum for the successful and on-schedule completion of the WJHTC Site Acceptance Test (WSAT).

o (*) percent of the above maximum for the successful and on-schedule achievement of Ready for Operations (RO).

o (*) percent of the above maximum for the successful and on-schedule completion of the Detailed Design Review (DDR).

dollar that the total allowable cost is less than the target cost or decreased by (*) cents for every dollar that the total allowable cost exceeds the target cost.

o No more than (*) Severity-1 PTRs were opened, and o no more than (*) Severity-2 PTRs were opened, and o the sum of all Severity 1, 2 and 3 PTRs opened did not exceed (*).

H.10.5.3 CLIN 11.2, Release 2 – Improving Demand Prediction (IDP) following milestones (the first two are equally important and each is more important than the 3rd):

o (*) percent of the above maximum for the successful and on-schedule completion of the WJHTC Site Acceptance Test (WSAT).

o (*) percent of the above maximum for the successful and on-schedule achievement of Ready for Operations (RO).

o (*) percent of the above maximum for the successful and on-schedule completion

• The fee payable will be (*) percent of the target cost increased by (*) cents for every dollar that the total allowable cost is less than the target cost or decreased by (*) cents for every dollar that the total allowable cost exceeds the target cost.

o No more than (*) Severity-1 PTRs were opened, and o no more than (*) Severity-2 PTRs were opened, and o the sum of all Severity 1, 2 and 3 PTRs opened did not exceed (*).

H.10.5.4 CLIN 11.3, Release 3 – Integrated Departure Route Planning (IDRP) following milestones (the first two are equally important and each is more important than the 3rd):

o (*) percent of the above maximum for the successful and on-schedule completion of the WJHTC Site Acceptance Test (WSAT).

o (*) percent of the above maximum for the successful and on-schedule achievement of Ready for Operations (RO).

o (*) percent of the above maximum for the successful and on-schedule completion dollar that the total allowable cost is less than the target cost or decreased by (*) cents for every dollar that the total allowable cost exceeds the target cost.

o No more than (*) Severity-1 PTRs were opened, and o no more than (*) Severity-2 PTRs were opened, and o the sum of all Severity 1, 2 and 3 PTRs opened did not exceed (*).

H.11 EMPLOYEE TERMINATION

The Contractor must inform the FAA of termination of employees performing under the contract subject to the provisions of the tailored AMS Clause 13.14-2 in Section I. This notification must be made within 24 hours of the employee termination via the FAA’s Vendor Application Process System and an email to the Contracting Officer. The Contractor is responsible for returning all Government property issued to the employee, including identification badges, in a timely manner.

If an employee is terminated for cause (e.g. misconduct), the contractor must immediately confiscate the employee’s identification badge and send immediately send an email notification to the CO, COR(s), and the local security office of facilities the employee had access to.

H.12 COMMERCIAL HARDWARE AND SOFTWARE PROVISIONS

The Traffic Flow Management (TFM) platform includes a mix of commercial off-the-shelf (COTS) hardware and software and specially developed software. The contractor must meet the following requirements and constraints for all COTS hardware and software used to develop, test, operate, or support the TFMS:

(a) The Contractor must not make any modification to any COTS/NDI software or hardware product without explicit written Government approval. Only configuring built-in product options is allowed.

(b) For all COTS software, the contractor must ensure that the software license includes the

FAA as the named licensee or includes the FAA as one of the named licensees (e.g. in addition to the contractor); or at the very least, the license must allow for transfer of the license from the contractor to the FAA at no additional costs to the FAA (and a follow-on contractor) at any point in time, at the discretion of the FAA, without triggering or incurring any additional licensing fees.

(c) For all maintenance and support agreements for the COTS hardware and software, the contractor must ensure that the maintenance/support agreement names the FAA as the “client” or includes the FAA as one of the named clients (e.g. in addition to the contractor); or at the very least, the agreement must allow for transfer of the maintenance/support agreement from the contractor to the FAA (and a follow-on contractor) at any point in time over the life of the contract, at the discretion of the FAA, without triggering or incurring any additional or increase in maintenance/support fees.

This clause does not grant authority to the contractor to act as an “agent” of the government.

H.13 SMALL BUSINESS SUBCONTRACTING GOALS

For this contract, the minimum goals to address the requirements contained within AMS Clause 3.6.1-4, Small, Small Disadvantaged, and Women-Owned Small Business Subcontracting Plans, are:

• At least 25 percent of the total planned subcontracting dollar value to small business concerns including:

o At least 10 percent of the total planned subcontracting dollar value to small disadvantaged businesses .

o At least 5 percent of the total planned subcontracting dollar value to small businesses owned and controlled by women o At least 3 percent of the total planned subcontracting dollar value to small businesses owned and controlled by service disabled veterans.

END OF CLAUSE