DTFAWA-16-R-00015_Section H_Amendment_2 final.pdf

DTFAWA-16-R-00015

PART I – THE SCHEDULE

SECTION H – SPECIAL CONTRACT REQUIREMENTS

H.1 AMS 3.1-1 Clauses and Provisions Incorporated by reference (July 2011)

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

http://conwrite.faa.gov.

None

(End of clause)

H.2 FAA ACQUISITION MANAGEMENT SYSTEM CLAUSES

INCORPORATED IN FULL TEXT

AMS Clause 3.1.9-1 Electronic Commerce and Signature (July 2013)

(a) The Electronic Signatures in Global and National Commerce Act (E-SIGN) establishes a legal equivalence between:

(1) Contracts written on paper and contracts in electronic form;

(2) Pen-and-ink signatures and electronic signatures; and

(3) Other legally-required written records and the same information in electronic form.

(b) With the submission of an offer, the Offeror acknowledges and accepts the utilization of electronic commerce as part of the requirements of this solicitation and the resultant contract.

(c) Certain documents may need to be provided or maintained in original form, such as large scale drawings impractical to convert to electronic format or a document with a raised seal signifying authenticity. This clause does not change or affect any other requirements that a document must be in paper format to satisfy legal requirements such as for certain real estate transactions.

(d) The use of electronic signature technology is authorized under this solicitation and the resulting contract. Contractors may use the following means of electronic signature technology [CO to enter the means of electronic signature technology authorized to include PIN numbers or passwords, digital signatures, smart cards, etc].

Page H-1 http://conwrite.faa.gov/

3.13-15 Confidentiality of Data and Information (October 2011)

(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.

(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

Page H-2 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 CO (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 from another source without restriction.

(End of clause)

H.3 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) are incorporated herein by reference and made a part of the contract.

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H.4 INTERPRETATION OF CONTRACT (NOTICE OF AMBIGUITIES)

(a) This written contract and any and all identified writings or documents incorporated by reference herein or physically attached hereto constitute the parties' complete agreement, and no other prior or contemporaneous agreements either written or oral must be considered to change, modify, or contradict it. Any ambiguity in the contract will not be strictly construed against the drafter of the contract language but must be resolved by applying the most reasonable interpretation under the circumstances, giving full consideration to the intentions of the parties at the time of contracting.

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

H.5 FAA RIGHT TO PERFORM OR CONTRACT

The Government reserves the right to accomplish any work within the scope of this contract either by Government personnel or under a separate contract.

H.6 PERSONAL SERVICES

(a) No personal services must be performed under this Contract. No Contractor employee will be directly supervised by the Government. All individual Contractor employee assignments and daily work direction must be given by the applicable Contractor supervisor. If the Contractor believes that any Government action or communication has been given that would create a personal-services relationship between the Government and any Contractor employee, the Contractor must promptly notify the CO of this communication or action.

(b) The Contractor must not perform any inherently governmental functions under this contract. No Contractor employee must hold him- or herself out to be a Government employee, agent, or representative. No Contractor employee must state orally or in writing at any time that he or she is acting on behalf of the Government. In all communications in connection with this contract, Contractor employees must identify themselves as Contractor employees and specify the name of the company for which they work. In all communications with other Government contractors in connection with this contract, the Contractor employees must state that they have no authority to change the contract in any way and that if the other Contractor believes this communication to be a direction to change its contract, it should notify the CO for

Page H-4 that contract and not carry out the direction unless a clarification has been issued by the CO.

(c) The Contractor must inform all its employees working on this contract of the substance of this clause. Nothing in this clause must limit the Government’s rights in any way under any other provision of the contract, including those related to the Government’s right to inspect and accept the services to be performed under this Contract. The substance of this clause must be included in all subcontracts at any tier.

H.7 TASK ORDER PERFORMANCE EVALUATION

(a) Annually or, if a TO period of performance is less than one year, upon completion of the TO, the COR will evaluate the following areas of the Contractor’s performance for each TO:

(1) Technical accuracy of deliverables,

(2) Quality of services delivered,

(3) Timeliness of deliverables and services,

(4) Cost control of task assignment, and

(5) Contractor’s responsiveness to customer.

The COR may consider, for example, the Contractor’s record of conforming to contract requirements and to standards of good workmanship; the Contractor’s adherence to contract schedules, including the administrative aspects of performance;

the Contractor’s history of reasonable and cooperative behavior and commitment to customer satisfaction; and generally, the Contractor’s business-like concern for the interests of the customer. The Contractor will be allowed thirty (30) calendar days to submit comments rebutting statements or providing additional information.

Comments, if any, will be retained as part of the evaluation record. The FAA will not release the completed evaluation to anyone other than authorized evaluation personnel and the Contractor whose performance is being evaluated. The FAA reserves the right not to retain past-performance information for longer than three years after completion of the contract.

(b) The Contracting Officer (CO) will post the results of these evaluations to the

Contractor Performance Assessment Reporting System (CPARS), a past-performance collection tool that feeds the Government’s central repository for the collection and utilization of past-performance information, the Past Performance Information Retrieval System (PPIRS).

The Contractor may not protest, dispute, or otherwise legally contest these evaluations.

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H.8 POSITION QUALIFICATIONS

Personnel (for both the prime contractor and subcontractors) assigned to the performance of TOs must satisfy the minimum qualifications established in Attachment J-2, Labor Category and Skill Level Descriptions, except as the CO may authorize. All Contractor Task Order Staffing Plans must clearly cross-reference proposed labor to the labor categories in Attachment J-2. The CO has sole discretion to determine whether or not an individual meets the proposed Labor Category and Skill Level Description.

(b) The Contractor may petition the CO and request a waiver for any of the minimum requirements for an individual to be qualified for a specific labor category included in the contract. The waiver request must provide the name of the individual and his or her work location, the proposed labor category for which the waiver is requested, and the proposed effective date of the request. It should also contain a full justification for the waiver and explanation of the value of the waiver to the FAA. Normally waivers will be processed within 15 days of submission. All waivers must be approved in writing by the CO.

H.9 RESERVED

H.10 CONTRACTOR PERSONNEL

H.10.1 Employee Termination The Contractor must notify the COR within 24 hours whenever its or a subcontractor’s employment of someone performing work under this Contract ends. The Contractor must return all FAA-issued identification and all other FAA property, including GFI, to the

COR.

H.10.2 Employee Work Hours Each Contractor employee must, under normal circumstances, work an eight-hour shift daily and 40 hours weekly between Monday and Friday. Exceptions to this include excused absences, observed holidays, and approved alternative work schedules.

H.10.3 Observance of Legal Holidays and Excused Absence

(a) Government personnel will observe the listed days as holidays:

(1) New Year's Day (6) Labor Day

(2) Birthday of Martin Luther King, Jr. (7) Columbus Day

(3) Washington’s Birthday (8) Veterans Day

(4) Memorial Day (9) Thanksgiving Day

(5) Independence Day (10) Christmas Day

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(b) In addition, the Government observes the following days as holidays:

(1) Any other day designated by Federal Statute;

(2) Any other day designated by Executive Order; and

(3) Any other day designated by Presidential Proclamation.

(c) Observance of such days by Government personnel does not constitute a reason for an additional period of performance or entitlement to compensation. In the event the Contractor’s personnel work during the holiday, the Government will reimburse the contractor at normal rates; the Government will not reimburse holiday or other premium compensation as a direct or indirect cost. The Contractor must not invoice the Government for any hours not worked during a holiday; the Government will not reimburse the Contractor for such hours. This provision does not preclude reimbursement for authorized overtime work.

(d) When the FAA grants excused absence to its employees, assigned Contractor personnel may also be dismissed; however, the Contractor must not invoice the Government for any hours not worked as a result of the dismissal. The Contractor agrees to continue to provide sufficient personnel to perform critical tasks already in operation or scheduled and must be guided by the instructions issued by the CO or the

COR.

H.10.4 Overtime Overtime is defined as time worked by a Contractor’s employee in excess of 40 hours per week. The Contractor must obtain written approval for overtime in advance from the CO.

Even if the CO approves overtime, the Government will not reimburse the Contractor for overtime premiums.

H.10.5 Contractor Staff Training The Contractor must provide fully trained and experienced personnel (including replacement personnel) required for performance of this contract. This includes training necessary for keeping personnel abreast of industry advances and for maintaining proficiency within an employee’s labor category. Training of personnel must be performed by the Contractor at its own expense except when individually approved by the Contracting Officer in writing, in advance, and one of the following conditions is met:

(a) The Government has given prior notice that it will reimburse the Contractor for training to meet special requirements that are peculiar to a particular task assignment;

(b) The Government changes applicable software during performance of this contract;

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(c) The Contractor, COR, and CO certify in writing that attendance of a conference, workshop, seminar, symposium, or user-group meeting is mandatory for the performance of task order; or

(d) The training is provided by the Government and the Contractor submits FAA Template 84, Support Contractor Authorization form.

When training is authorized by the Government under the conditions set forth above, the Government may reimburse the Contractor for labor, course fees, and travel. However, each occurrence will be handled and negotiated on a case-by-case basis.

H.10.6 Changes in Skill Mix The mix of labor categories under a TO as well as the distribution of the effort among these categories may vary from the initial mix and distribution of effort that was estimated by the Government or proposed by the Contractor. The Contractor must not modify the skill mix of personnel assigned to a TO unless those changes are presented to the Task Order Manager for review and, upon agreement between the Contractor and the FAA, the TO is modified to reflect the agreed-upon adjustments.

H.10.7 Standards of Conduct for Contractor Personnel All persons assigned to perform work under a TO will at all times be under the control of the Contractor. The Contractor is responsible for maintaining satisfactory standards of employee competency, conduct, appearance, and integrity and is responsible for taking such disciplinary actions as necessary.

In addition to meeting legal and corporate requirements relating to standards-of-conduct matters, all personnel working on a TO must adhere to the FAA Accountability Board standards and procedures relating to employee harassment and allegations of such behavior. These standards may pertain to the following areas (and any additional areas as defined by the FAA Accountability Board): sexual harassment, sexual orientation, race, gender, national origin, and disability.

In accordance with AMS Clause 3.14-2, upon learning that any person performing work under a TO has been arrested (i.e. taken into custody by law enforcement for any offenses other than a minor traffic offense) or is involved in the theft of government property or the Contractor becomes aware of any information that may raise a question about the suitability of a contractor employee, the Contractor must notify the CO.

H.11 KEY PERSONNEL

Key personnel are those Contractor personnel essential to the performance of the contract and TOs. The following Contractor positions are designated as key at the contract level.

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With the exception of the EPICS Program Manager who must be employed by the prime contractor, all other key positions may be filled by any member of the contractor’s team:

• EPICS Program Manager – Contractor’s primary focal point for the EPICS contract. Has overall responsibility for the execution of the contract. Interfaces with the Government management points of contact for the contract.

• EPICS Business Manager – Contractor’s focal point for the establishment of task orders on the EPICS contract. Responsible for tracking the labor hours expended, costs incurred, and remaining funding on each task order.

• EPICS Chief Engineer – Contractor’s senior point of contact for technical efforts performed under the contract. Must be available to serve in an advisory role and provide technical expertise for high-priority task orders and high-profile projects as requested by the Government.

Key personnel may only be replaced with the approval of the FAA CO, in accordance with AMS clause 3.8.2-22. The FAA also reserves the right to designate any position on a TO as “key.” Proposed key personnel must be available to work on the EPICS contract on a full-time basis for at least six months from their start of performance on the contract.

The Key Personnel identified for this contract are:

Name: [To be specified at contract award] Position:

Telephone number:

Email address:

H.12 SUBCONTRACTING

In accordance with AMS clauses 3.10.2-1, Subcontracts (Fixed-Price Contracts), and 3.10.2-3, Subcontracts (Time-and-Materials and Labor-Hour Contracts),

(a) All subcontracts must contain all clauses of this contract (altered when necessary for proper identification of the contracting parties) that contain a requirement for such inclusion in applicable subcontracts, and

(b) All subcontractors’ “Representations and Certifications” (see Section K) must be current.

The Contractor must make flow-down payments due to subcontractors in a timely manner consistent with FAA payments to the Contractor or sooner, if appropriate. The FAA is not responsible for the Contractor’s payments to subcontractors, and the Contractor’s payments to subcontractors are not necessarily guaranteed by or predicated solely on FAA payments to the Contractor.

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H.13 SECURITY OF FEDERAL AUTOMATED INFORMATION SYSTEMS

If involved with the requirements development, design, operation, or maintenance of computer, network, or communication systems operated by or on behalf of the FAA, the Contractor must comply with the security requirements outlined in OMB Circular A-130, Appendix III, Security of Federal Automated Information Resources, the DOT Information Systems Security Guide (DOT H 1350.250), the DOT Network Security Guide (DOT H 1350.251), and FAA Security Orders, including but not limited to FAA Orders 1600.1, Personnel Security, and 1370.82, Information Systems Security.

Contractor personnel must complete annual Information System Security LOB Awareness Training and any other security training required by the DOT or FAA. Documentation of completed training must be submitted to the CO via email.

H.14 NOTIFICATION OF DEBARMENT, SUSPENSION, OR

INELIGIBILITY STATUS

The Contractor and its subcontractors must provide immediate notice to the CO in the event of being suspended, debarred, or declared ineligible by any Federal Government Agency or Department or of receiving a notice of proposed suspension, debarment, or ineligibility from any Federal Government Agency or Department during the performance of this contract.

H.15 RESERVED

H.16 NOTICE TO THE GOVERNMENT OF DELAYS

If the Contractor encounters difficulty in meeting performance requirements, if the Contractor anticipates difficulty complying with a contract or TO delivery schedule or date, or if the Contractor has knowledge that any actual or potential situation is delaying or threatens to delay the timely performance of this contract or a TO, the Contractor must immediately notify the CO and the COR and provide pertinent details in writing. This data will be informational only in character; the production or acceptance of any writing required by this provision must not be construed as a waiver by the Government of any delivery schedule or date or of any rights or remedies provided by law or under this contract.

H.17 GOVERNMENT-FURNISHED PROPERTY, INFORMATION AND

MATERIALS

(a) The Contractor will have access to Government data relevant to performance under this contract but must not use or distribute materials or any other product arising from performance of this contract in any manner or for any purpose other than as stated in

Page H-10 the SOW. All equipment, program codes, and materials furnished (including contractor-acquired property paid for by the Government) and approved equipment, software, and materials purchased by the Contractor that are reimbursable under this contract are Government property, whether expressly under signed custody of the Contractor or not, and must be returned to the Government. Any software purchased in performance of this contract must be licensed to the FAA. The Contractor must use any information not previously published, received from the Government in connection with this contract, or furnished to the Contractor from other sources in response to the Government’s requirements under this contract only for performance of this Contract and must not disclose or use it for any other purpose without the prior written approval of the CO. These restrictions do not apply to information that

(1) Currently or subsequently enters the public domain;

(2) Has been released to any third party without restrictions; or

(3) Is obtained by the Contractor independent of its work under this contract.

(b) Thirty (30) calendar days prior to the end of each TO period of performance and upon termination of the contract, the Contractor must furnish to the CO and TO Manager a complete inventory, itemized by TO, of all Government Property in its possession under this contract that has not been tested to destruction, completely expended in performance, or incorporated and made a part of a deliverable end item. The CO and TO Manager will furnish disposition instructions on all property that was furnished or purchased under this contract. The Contractor must comply with such instructions.

H.18 ACCESS TO GOVERNMENT PROPERTY AND FACILITIES

(a) As part of this effort, the Contractor may be working and attending meetings at government facilities, including field facilities. Therefore, to the extent specified in and pursuant to the procedures specified in AMS clause 3.14-2, Contractor Personnel Suitability Requirements, Contractor personnel may be granted ingress and egress to the facilities during normal working hours when necessary for performance of this contract.

(b) While Contractor personnel are at a government site, they must comply with all rules and regulations in effect at that site. Contractor personnel must comply with rules and regulations governing FAA employee conduct with respect to health and safety as they relate not only to themselves but also to other government employees or agents of the Government. The Contractor must also exercise proper care of all property at the government site regardless of whether title to such rests with the Government.

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(c) The facilities to which Contractor personnel will have access will remain in the

Government's custody and will not be considered property or facilities furnished to the Contractor.

H.19 SAVE HARMLESS AND INDEMNITY AGREEMENT

The Contractor must save and keep harmless and must indemnify the Government against any and all liability, claims, demands, and costs, of whatever kind and nature, for injury to or death of a person or persons and for loss of or damage to any property (Government or otherwise) occurring in connection with or in any way incident to or arising out of performance of the Contractor; any subcontractor; or any employee, agent, or representative of the Contractor or any subcontractor.

H.20 INFORMATION TECHNOLOGY ACCESSIBILITY FOR PERSONS

WITH DISABILITIES

All services and Electronic Information Technology (EIT) delivered under this contract must comply with Federal Information Technology Accessibility standards as required by 29 U.S.C. § 794d.

H.21 EXERCISE OF OPTIONS

The Government may extend the term of this contract by written notice to the Contractor up to one day prior to the expiration of the contract provided that the Government provides the Contractor preliminary written notice of its intent to extend at least sixty (60) days before the contract expires. The preliminary notice does not commit the Government to an extension.

H.22 CONTRACT AND TASK-ORDER MEANING OF THE TERM “DAYS”

Except when specifically defined or stated to the contrary, all references to “days” correspond to “calendar days.”

H.23 ORGANIZATIONAL CONFLICT OF INTEREST

(a) “Organizational Conflict of Interest” (OCI) means that because of other activities or relationships with other persons, a person is unable or potentially unable to render impartial assistance or advice to the Government, the person’s objectivity in performing the contract work is or might be otherwise impaired, the person has an unfair competitive advantage, or any such appearance exists. “Person” as used herein includes but is not limited to corporations, partnerships, joint ventures, and other business entities.

(b) “Contractor” as used in this clause includes any affiliate, subcontractor, consultant, or employee of the Contractor as well as any joint venture involving the Contractor, any

Page H-12 entity into or with which it may subsequently merge or affiliate, and any other successor or assignee of the Contractor. All references to the “Contractor” as contained in this clause apply with equal force to all of these.

(c) The following AMS clauses are incorporated into this contract:

• 3.1.7-1 Exclusion from Future Agency Contracts (August 1997),

• 3.1.7-2 Organizational Conflicts of Interest (August 1997),

• 3.1.7-4 Organizational Conflict of Interest Mitigation Plan ( April 2012),

• 3.1.7-5 Disclosure of Conflicts of Interest (March 2009), and

• 3.1.7-6 Disclosure of Certain Employee Relationships (July 2009).

(d) This contract incorporates the Contractor’s OCI Mitigation Plan that is deemed acceptable by the Contracting Officer in accordance with AMS Clause 3.1.7-4, Organizational Conflict of Interest Mitigation Plan.

(e) The efforts to be performed by the Contractor under this contract create potential OCIs on the instant contract and on present and future acquisitions. The Contractor’s right to participate in future procurement of equipment and services that are related to work under this contract is limited. The Contracting Officer has sole discretion to decide whether actual or potential OCIs exist and to decide the appropriate actions to avoid, neutralize, or mitigate OCIs, including but not limited to prohibiting the Contractor from participating in other procurements. The decisions of the CO are final, and the Contractor may not protest, dispute, or otherwise legally contest these decisions.

(f) Any involvement with this contract presents a significant potential OCI for any company that is or expects to be a NAS system provider (as either a prime contractor or an affiliate, subcontractor, consultant, or employee). The Contractor must receive written permission from the Contracting Officer before entering into a business relationship with any company that is or expects to be a NAS system provider (as either a prime contractor or an affiliate, subcontractor, consultant, or employee) Before entering into such a relationship, the Contractor must submit a written request to the Contracting Officer including all relevant information, including the proposed means for avoiding, neutralizing, or mitigating the potential OCI. After reviewing the information, the Contracting Officer will issue a final determination relating to the potential OCI.

(g) The Contractor must promptly notify the Contracting Officer, in writing, if it has been tasked to evaluate or advise the Government concerning its own products or activities or those of a competitor. The Contractor may not perform this task without prior written approval from the Contracting Officer.

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(h) The Contractor must include this requirement in subcontracts of any tier, substituting

“subcontractor” for “contractor” where appropriate.

(i) Compliance with this clause is a material requirement of this contract.

H.24 POST-AWARD CONFERENCE AND MEETINGS

The Contractor must participate in a post-award conference approximately thirty (30) days after contract award. The purpose of the post-award conference is to aid both the Contractor and the Government in achieving a clear and mutual understanding of all contract requirements and to identify and resolve potential problems.

The CO will establish the time and place of the conference and will notify the appropriate Government representatives and the Contractor. The CO will designate or act as the chairperson at the conference. The chairperson of the conference will conduct of the meeting.

The Contractor must also attend post-award meetings on individual TOs as required by the Government. Topics of discussion at TO post-award meetings will include points of contact for the TO, the TO-administration strategy, TO roles and responsibilities, and prompt payment and TO closeout.

H.25 PRE-AWARD TASK-ORDER CONFERENCES AND MEETINGS

Meetings or conferences prior to award of certain task orders may be necessary to resolve problems and to facilitate understanding of the technical requirements. All costs associated with pre-award meetings and conferences are incidental to the contract and must not be directly billed.

H.26 PERFORMANCE-BASED CONTRACTING (PBC)

Performance-based contracting techniques may be applied to task orders issued under this contract. Specific performance requirements will be identified at the individual task -order level. A PBC task order will include at a minimum:

(a) Performance requirements that define the work in measurable, mission-related terms;

(b) Performance standards (e.g. quality, quantity, and timeliness) tied to the performance requirements; and

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(c) A Government Quality Assurance Surveillance Plan (QASP) or other suitable plan that describes how the Contractor’s performance will be measured against the performance standards or service-level agreements (SLAs)

H.27 CONTRACT PHASE-OUT

The Contractor must support the transition of the services provided under this contract when it reaches the end of its performance period. The Contractor must support the orderly change to a new contractor or Government-provided services such that the level and quality of service, including security, are not degraded and must cooperate to effect an orderly and efficient transition to a successor.

Upon the Contracting Officer’s written notice, the Contractor must:

a) Furnish phase-out services for up to 90 days after contract expiration, contract termination, contract discontinuance, or relocation of service and

b) Coordinate a plan with the successor for determining the nature and extent of phase-out services required.

The unit price of services provided during the phaseout period must not exceed the prices in effect under the contract on the date of contract expiration, contract termination, contract discontinuance, or relocation of service.

H.28 ALLOWABILITY AND PAYMENT OF SELECTED ITEMS OF COST

UNDER THIS CONTRACT

(a) Training: The Government will neither allow nor reimburse costs associated with the training of contractor employees that is needed to attain or maintain minimum personnel qualification requirements of this contract. Other training may be approved on a case-by-case basis per clause H.9.5. For the purposes of this clause, training includes but is not limited to attendance at non-Government-conducted conferences, workshops, or symposiums.

(b) General-purpose office equipment (GPOE) and information technology (IT): The cost of acquisition of GPOE and IT are not allowable as direct charges to this contract unless authorized in a specific Task Order. The Contractor must have the necessary GPOE and IT required to perform under task orders issued under this contract. GPOE consists of equipment normally found in a business office, including but not limited to desks, chairs, typewriters, calculators, and file cabinets. IT consists of any equipment or interconnected system or subsystem of equipment that is used in the automatic acquisition, storage, manipulation, movement, control, display, switching, interchange, transmission, or reception of data or information. IT includes but is not limited to

Page H-15 computers, ancillary equipment, telephones, software, firmware, services (including support services), and related resources.

(c) Administrative labor costs: Administrative functions such as contract administration, subcontract management, human resources, and contract and invoice accounting are not allowable direct labor costs under this contract.

(d) Only costs expended in support of specific approved and issued task orders are allowable under this contract. This contract is intended primarily to be used for the purchase of services and not for the purchase of material, equipment, hardware, or software. When specific task orders appropriately require the purchase of material, equipment, hardware, or software, said items will be called out in the task order as being required in direct support of administration or performance of the task order.

(e) Facilities costs related to staff performing work on this contract are not allowable as direct costs under this contract.

H.29 ACQUISITIONS AND MERGERS

If the size of a small-business Contractor changes due to an acquisition or merger at any point during the life of the contract, the Prime contractor must notify the CO within thirty

(30) days and provide the re-representation required by AMS clause 3.6.1-15, Post-Award Small Business Program Re-representation. If the Government determines that the Contractor is no longer a small business in accordance with the NAICS code for the contract, the Contractor may no longer participate in any future task-order competitions or receive new TO awards under the EPICS program but will be able to complete the work on current task orders and any further task-order options.

H.30 SECURITY REQUIREMENTS

(a) The FAA may require security clearances for performance of certain TOs under this contract. All classified TOs will require the contractor to maintain a facility security clearance issued by the Defense Security Service (DSS). The contractor must bear the cost of obtaining any facility security clearance required for performance.

(b) The security classification and guidance of classified TOs will be specified in the Contract Security Classification Specification DD Form 254, which will be provided by the CO when required at the TO level.

(c) Unclassified TOs do not require a facility clearance issued by DSS or a DD Form 254.

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H.31 LABOR CATEGORY QUALIFICATIONS WAIVER PROVISION

The Contractor may petition the Contracting Officer for a waiver of any of the minimum requirements for an individual to be qualified for a specific labor category included in the contract. The waiver request must provide the name of the proposed individual, his or her proposed work location, the proposed labor category for which the waiver is requested, and the proposed effective date of the request. The waiver request must contain a justification for waiving the minimum requirements, including the resulting value accruing to the Government. The Contracting Officer will normally notify the Contractor of whether the waiver request was accepted within 15 days of submission.

Waiver is within the sole discretion of the Contracting Officer.

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