Section H - Special Provisions 20250516v2.pdf

H-1 Oracle Consolidated Project (OCP)

SECTION H

SPECIAL PROVISIONS

1. CONTRACTING OFFICER'S AUTHORITY

The Contracting Officer is the only person authorized to approve changes in any of the requirements under this contract and not withstanding any provisions contained elsewhere in this contract, authority remains solely in the Contracting Officer. In the event the Contractor effects any such change at the direction of any person other than the Contracting Officer, the change will be considered to have been without authority and will not be recognized for payment by the

NAFI.

2. SUPERVISION AND CONTROL

The NAFI shall not exercise any supervision or control over the Contractor's employees performing services under this contract. Employees shall be accountable solely to the Contractor, who in turn is responsible to the NAFI.

3. TYPE AND TERM OF CONTRACT

The NAFI will award one (1) Indefinite Delivery, Indefinite Quantity (IDIQ). The contract shall be for a two (2) year base period, with five (5), one (1) year options, for a total potential performance period of seven (7) years.

The type of contract will be a Requirements contract for the services specified and effective for the period stated above. The quantities of services specified in Section B: Supplies or Services and Prices are estimates only and are not purchased by this contract. Except as this contract may otherwise provide, if the NAFI’s requirements do not result in orders in the quantities described as “estimated” or “maximum” in the Schedule, that fact shall not constitute the basis for an equitable price adjustment.

Delivery or performance shall be made only as authorized by orders issued in accordance with the Ordering clause. Subject to any limitations in the Order Limitations clause or elsewhere in this contract, the Contractor shall furnish to the NAFI all supplies or services specified in the Schedule and called for by orders issued in accordance with the Ordering clause. The NAFI may issue orders requiring delivery to multiple destinations or performance at multiple locations.

Except as this contract otherwise provides, the NAFI shall order from the Contractor all the supplies or services specified in the Schedule that are required to be purchased by the NAFI activity or activities specified in the Schedule.

The NAFI is not required to purchase from the Contractor requirements in excess of any limit on total orders under this contract.

If the NAFI urgently requires delivery of any quantity of an item before the earliest date that delivery may be specified under this contract, and if the Contractor will not accept an order providing for the accelerated delivery, the NAFI may acquire the urgently required goods or services from another source.

Any order issued during the effective period of this contract, and not completed within that period, shall be completed by the Contractor within the time specified in the order.

The contract shall govern the Contractor’s and NAFI’s rights and obligations with respect to that

H-2 order to the same extent as if the order were completed during the contract’s effective period;

provided, that the Contractor shall not be required to make any deliveries under this contract one

(1) year after contract expiration.

4. OPTION TO EXTEND THE TERM OF THE CONTRACT

The NAFI may exercise option periods under this contract by written notice to the Contractor at least 1 day prior to contract expiration; provided that the NAFI gives the Contractor a preliminary written notice of its intent to extend at least 60 days before the contract expires. The preliminary notice does not commit the NAFI to exercise the option.

5. PRICE ADJUSTMENTS

The contract prices/fees in Section B are fixed for the term of this contract unless the Contracting Officer, as provided below, approves adjustments:

An increase in the fixed fees may be requested when the Contractor experiences a substantial and unanticipated increase in prices/fees associated with the performance of this contract. The Contractor must submit a written request to the Contracting Officer. It must contain proposed fixed prices/fees, the proposed effective date (which can be no sooner than thirty days after any approval by the Contracting Officer), and full documentation to justify and substantiate the basis for the requested adjustment. No increase in prices/fees shall be applied until the date approved by the Contracting Officer via written modifications. The Contracting Officer must take action on such requests within thirty (30) days after receipt or by the date requested by the Contractor, whichever is later.

6. ORDERING.

All other Federal Government Nonappropriated Fund Instrumentalities (NAFIs) are authorized to place Delivery/task orders against this contract, and receive the pricing indicated in Section B, Supplies, Service and Prices no sooner than the completion of the two-year base period unless permission is granted by the Administrating Contracting Office (ACO). Delivery/task Orders will be prepared and issued by each individual Federal Government NAFI ordering activity. The Federal Government NAFI ordering activity placing an order shall be responsible for payment on such order.

All delivery/task orders are subject to the terms and conditions of this contract. In the event of conflict between a delivery/task order and this contract, the contract shall prevail.

The Contractor shall not proceed with any work unless a delivery/task order has been awarded by the cognizant Contracting Officer.

The task order is considered “issued” when the NAFI issues the order by facsimile, or by electronic commerce methods.

Any order issued during the effective period of this contract and not completed within that period shall be completed by the Contractor within the time specified in the order. The contract shall govern the Contractor’s and NAFI’s rights and obligations with respect to that order to the same extent as if the order were completed during the contract’s effective period.

The NAFI is only obligated to the extent of each delivery/task order written against this contract.

After completing each delivery/task order, and prior to final payment, the contractor shall

H-3 furnish to the Contracting Officer, a release of claims against any outstanding balances or claims arising out of the delivery/task order. These are claims other than those specifically resulting from work that is reasonably anticipated by contractor when originally estimating the order.

7. PRIVACY ACT NOTIFICATION (Apr 1984)

The Contractor will be required to design, develop, and/or operate a system of records on individuals, to accomplish an agency function subject to the Privacy Act of 1974, Public Law 93- 579, December 31, 1974 (5 U.S.C.552a) and applicable agency regulations. Violation of the Act may involve the imposition of criminal penalties.

8. PRIVACY ACT (Apr 1984)

The Contractor agrees to:

Comply with the Privacy Act of 1974 (the Act) and the agency rules and regulations issued under the Act in the design, development, or operation of any system of records on individuals to accomplish an agency function when the contract specifically identifies the systems of records and the design, development, or operation work that the contractor is to perform.

Include the Privacy Act notification contained in this contract in every solicitation and resulting subcontract and in every subcontract awarded without a solicitation, when the work statement in the proposed subcontract requires the redesign, development, or operation of a system of records on individuals that is subject to the Act.

Include this clause, including this subparagraph, in all subcontracts awarded under this contract which requires the design, development, or operation of such a system of records.

In the event of violations of the Act, a civil action may be brought against the agency involved when the violation concerns the design, development, or operation of a system of records on individuals to accomplish an agency function, and criminal penalties may be imposed upon the officers or employees of the agency when the violation concerns the operation of a system of records on individuals to accomplish an agency function. For purposes of the Act, when the contract is for the operation of a system of records on individuals to accomplish an agency function, the Contractor is considered to be an employee of the agency.

“Operation of a system of records,” as used in this clause, means performance of any of the activities associated with maintaining the system of records, including the collection, use, and dissemination of records.

“Record,” as used in this clause, means any item, collection, or grouping of information about an individual that is maintained by an agency, including, but not limited to, education, financial transactions, medical history, and criminal or employment history and contains the person’s name, or the identifying number, symbol, or other identifying particular assigned to the individual, such as a fingerprint, voiceprint, or photograph “System of records on individuals,” as used in this clause, means a group of any records under the control of any agency from which information is retrieved by the name of the individual or by some identifying number, symbol, or other identifying particular assigned to the individual.

9. PRIVACY OR SECURITY SAFEGUARDS (Aug. 1996)

The Contractor shall not publish or disclose in any manner, without the Contracting Officer’s written consent, the details of any safeguards either designed or developed by the Contractor

H-4 under this contract or otherwise provided by the Government.

To the extent required to carry out a program of inspection to safeguard against threats and hazards to the security, integrity, and confidentiality of Government data, the Contractor shall afford the Government access to the Contractor’s facilities, installations, technical capabilities, operations, documentation, records, and databases.

If new or unanticipated threats or hazards are discovered by either the Government or the Contractor, or if existing safeguards have ceased to function, the discoverer shall immediately bring the situation to the attention of the other party.

10. SECTION 508

All electronic and information technology (EIT) procured through this contract must meet the applicable accessibility standards at 36 CFR 1194. 36 CFR 1194 implements Section 508 of the Rehabilitation Act of 1973, as amended. Further information on section 508 is available via the Internet at http://www.section508.gov.

11. DATA STEWARDSHIP AND GOVERNANCE

The NAFI will have unlimited rights to all technical data unless the contractor takes specific actions and includes prescribed legends in the proposal, contract, and/or data products to limit or restrict such NAFI rights for identified items. “Technical data” refers to recorded information and includes (but is not limited to) research and engineering data and drawings, specifications, standards, process sheets, manuals, technical reports and computer software documentation. It does not include computer software or financial, cost/pricing or other contract and grant administrative data but does include any developed intellectual property not specific to the data.

Data and information generated during this agreement is owned by the NAFI. Data must be physically separated from the data of other users, on separate drives or computers, and appropriate firewalls be established to prevent other users from accessing NAFI data. The software, database scheme and documentation must be placed in escrow and updated at each major release. In the event that the vendor is sold or bankrupt, the vendor will pay any fees to convert the data for use on another system.

Should the NAFI elect not to execute option years or at the end of the contract period, whichever is sooner, data must at all times be promptly accessible until converted to the new system with no additional separation fee.

12. DISCLOSURE OF INFORMATION (OCT 2016)

The Contractor (to include Contractor’s employees) shall not release to anyone outside the Contractor's organization any unclassified information, regardless of medium (e.g., film, tape, document), pertaining to any part of this contract or any program related to this contract, unless—

The Contracting Officer has given prior written approval.

The information is otherwise in the public domain before the date of release; or

The information results from or arises during the performance of a project that involves no covered defense information (as defined in the clause at DFARS 252.204-7012) and has been scoped and negotiated by the contracting activity with the contractor and research performer and

H-5 determined in writing by the contracting officer to be fundamental research (which by definition cannot involve any covered defense information), in accordance with National Security Decision Directive 189, National Policy on the Transfer of Scientific, Technical and Engineering Information, in effect on the date of contract award and the Under Secretary of Defense (Acquisition, Technology, and Logistics) memoranda on Fundamental Research, dated May 24, 2010, and on Contracted Fundamental Research, dated June 26, 2008 (available at DFARS PGI

204.4 (DFARS/PGI view)).

Requests for approval for specific information to be released, the medium to be used, and the purpose for the release shall be identified to the Contracting Officer. The Contractor shall submit its request to the Contracting Officer at least 10 business days before the proposed date for release.

The Contractor agrees to include a similar requirement, including this paragraph, in each subcontract under this contract. Subcontractors shall submit requests for authorization to release through the prime contractor to the Contracting Officer.

13. COMMUNICATION.

The Contracting Officer shall be included in all communication. This includes, but is not limited to meetings, briefings, teleconferences, and email correspondence.

All issues and/or questions concerning delivery, deliverables, scope or price shall be directed to the Contracting Officer ONLY.