FCHS2_Section_H_Special_Contract_Requirements.pdf

Foundation Cloud Hosting Services II (FCHS2) Section H

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SECTION H – SPECIAL CONTRACT REQUIREMENTS

H.1 Advertising of Award

The contractor may, at no cost to the government, advertise the capabilities of its FCHS2 contract to interested or otherwise appropriate potential customers. The contractor is cautioned that compliance with DIAR 1452.203-70, Restrictions on Endorsements is mandatory. The contractor is further cautioned that development of a potential requirement does not guarantee that award of the services will be made to the contractor since requirements will be competed among FCHS contract holders in accordance with H.14, FAR 16.505 and FAR 9.5.

The contractor shall obtain contracting officer approval prior to disseminating any advertising or promotional material, including information posted to websites.

H.2 Key Personnel

Any key personnel applicable to this acquisition shall be identified in the individual task orders.

H.3 Contractor Interfaces

The Contractor and/or his subcontractors may be required as part of the performance of this contract to work with other Contractors supporting cross-Government IT Initiatives. Such other

Contractors shall not direct this Contractor and/or their subcontractors in any manner. Likewise, this Contractor and/or their subcontractors shall not direct the work of other Contractors in any manner.

The Government shall establish an initial contact between the Contractor and other Contractors and shall participate in an initial meeting at which the conventions for the scheduling and conduct of future meetings/contacts will be established. Any CORs of other efforts shall be included in any establishment of conventions.

H.4 Warranty Against Dual Compensation

The contractor warrants that if he/she is involved in two or more projects, at least one of which is supported by Federal funds, he/she may not be compensated for more than 100% of his/her time during any part of the period of dual involvement.

H.5 Restrictions on Future Contracting with DOI

It is agreed by the parties to this contract that the contractor will be restricted in its future contracting with DOI in the manner described herein. Except as specifically stated herein, the contractor shall compete for DOI business on an equal basis with other companies.

If the contractor, under the terms of this contract, or through the performance of tasks pursuant to this contract, is required to develop specifications or statements of work which are to be incorporated into a solicitation, the contractor will be ineligible to perform the work described within that solicitation as a prime or first-tier subcontractor under the resultant contract. Such

Foundation Cloud Hosting Services Section H

H-2 restrictions shall remain in effect for three (3) years following completion of work under this contract. DOI will not unilaterally require the contractor to prepare such specifications or statements of work under this contract.

The restrictions as stated herein may be waived by the Contracting Officer if it is determined that such restrictions would be detrimental to any Government program.

H.6 Disposition of Material

Upon termination or completion of all work under this contract, the Contractor shall prepare for shipment, deliver f.o.b. destination, or dispose of all materials received from the Government and all residual materials produced in connection with the performance of this contract as may be directed by the Contracting Officer, or as specified in other provisions of this contract. All materials produced or required to be delivered under this contract become and remain the property of the Government.

H.7 Confidentiality of Data

a) The work under this contract requires access to proprietary, business confidential, or financial data of other companies and/or Government internal scientific, planning or procurement sensitive/source selection data, which, if released to third parties may give unfair business, technical, or competitive advantages. As long as such data remains proprietary or business confidential, the contractor shall protect such data from unauthorized use and disclosure and agrees not to use it to compete with such companies or for any purpose other than performance of this contract.

b) This data may be in various forms, such as documents, raw photographic films, magnetic or digital media, photographic prints, computer system data, or it may be interpretative results derived from analysis, investigative, or study effort. Regardless of the form of this data, the contractor agrees that neither it nor any of its employees will disclose to third parties any such data, or derivatives thereof, except as may be required in the performance of this contract. Further, the contractor will not copy any of this data, or derivatives thereof, other than as necessary for the performance of this contract.

c) The contractor will establish policies and procedures to implement the substance of this clause at the individual employee level which will assure that affected employees are made aware of the contract provision and the contractor's implementing policies and procedures.

Particular attention will be given to keeping employees advised of statutes and regulations applicable to the handling of third party confidential or financial data.

d) This clause does not preclude the contractor and/or its employees from independently acquiring and using data from legitimate sources outside of this contract, or from performing and using independent analysis of data so acquired, provided that the contractor and/or its employees fully document the source of such data, and the independence of any such analysis.

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e) The Contractor shall immediately notify, in writing, the Contracting Officer in the event that the Contractor determines or has reason to suspect a breach of this requirement.

f) The contractor will insert the substance of this clause in each subcontract hereunder (other than for purchase of supplies or equipment) unless the Contracting Officer has waived this requirement, in writing, as to particular subcontracts or classes of subcontracts.

g) Any unauthorized disclosure of information may result in termination of this contract for cause.

H.8 Section 508 Applicable Standards

Section 508 of the Rehabilitation Act of 1973 (29 U.S.C. § 794d) requires that when Federal agencies develop, procure, maintain, or use electronic and information technology (EIT), individuals with disabilities must have access to and use of information and data that is comparable to individuals without disabilities. Requirements for accessibility based on Section

508 are determined to be relevant for cloud computing. The following requirements apply to this acquisition.

• 36 CFR Section 1194.21 – Software Applications and Operating Systems

• 36 CFR Section 1194.22 – Web-based Intranet and Internet Information and

Applications

• 36 CFR Section 1194.23 – Telecommunication Products

• 36 CFR Section 1194.24 – Video and Multimedia Products

• 36 CFR Section 1194.31 – Functional Performance Criteria

• 36 CFR Section 1194.41 – Information, Documentation, and Support

A description of the Section 508 standards is located at https://www.section508.gov

H.9 Technology Refresh/Enhancement (TRE) Proposals

During the performance of this contract, the Government may solicit, and at the Contractor’s discretion may submit Technology Refresh/Enhancement (TRE) Proposals. TRE means any changes and/or enhancements within the service areas and/or service lines contained in this contract. This may include any service areas and/or service lines that are not specified within the contract as long as they are within the general scope. The TRE shall contain the documentation by which any proposed change is described, justified, and submitted to the procuring activity for approval or disapproval. These TREs, must be within the general scope of this contract, may be requested by the Government and/or proposed by the contractor, for certain requirements specified herein. The TREs may include but are not limited to enhancements, technology refresh or renewal, and/or for any other purpose which present a system or service performance advantage to the Government. Improvement in technology which better provides for the needs of employees/users with disabilities is especially encouraged. Implementation of an approved

TRE may occur by either a supplemental agreement or, if appropriate, as a written change order to the contract. Additionally, the DOI considers Data Center Consolidation or emergency operations requirements, and any hosting and associated support services necessary, to be within scope of this contract. Therefore, any modifications and/or task orders maybe be executed for https://www.section508.gov/

H-4 any requirements within this area. This would include Contractor operation and maintenance of

Government owned assets within either Government or Contractor owned and operated facilities.

a) At a minimum, any proposal submitted by the Contractor pursuant to this clause shall include the following information:

1) A statement to the effect that the proposal is being submitted pursuant to this clause;

2) A detailed technical description of the proposed changes;

3) A detailed comparison between the existing contract requirements and the proposed changes, including the advantages and disadvantages of each;

4) An itemized list of each contract requirement, including any delivery schedules or completion dates that would, in the Contractor's opinion, be affected by the proposed changes;

5) An estimate of any change (increase or decrease) to the contract's price, including any related cost;

6) An estimate of the date by which the Government should accept the proposal in order to receive maximum benefits; and,

7) The date until which the proposal is valid. (This date must provide reasonable time for the Government to review the proposal.)

b) The Contractor may withdraw, in whole or in part, any improvement proposal which is not accepted by the Government within the specified time for acceptance.

c) The Contracting Officer shall accept or reject any improvement proposal by giving the

Contractor written notice of such acceptance or rejection.

d) If the proposal is accepted, the Contracting Officer shall issue a contract modification to incorporate any necessary changes into the contract, including any increase or decrease in the contract price. Such adjustment shall be made in accordance with the changes clause of this contract.

e) Unless and until the contract is modified in writing to incorporate any changes resulting from the Government's acceptance of an improvement proposal, the Contractor shall continue to perform in accordance with the contract's existing terms and conditions.

f) The Contracting Officer's decision to accept or reject any improvement proposal shall be final and shall not be subject to the terms cited in the disputes clause. Furthermore, the

Government shall not be liable for the direct reimbursement of any proposal costs. In no event shall the Government be liable for any additional costs incurred by the Contractor due to the Government's delay in accepting or rejecting any improvement proposal.

g) The Contractor is requested to identify specifically any information contained in its improvement proposal which it considers confidential and/or proprietary and which it prefers not be disclosed outside the Government. The Contractor's identification of information as confidential and/or proprietary is for informational purposes only and shall not be binding on the Government. The Contractor is advised that such information may be subject to releases under the Freedom of Information Act (5 U.S.C. 552).

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H.10 Off Ramp

a) To ensure success of the Foundation Cloud Hosting Services, each Contractor is expected to participate in the ordering process by submitting proposals in response to task order requests

(TORs) for which the Contractor has a reasonable chance for award, to successfully perform the terms of their Orders, and to promptly improve performance when it does not meet the terms of the Orders. If a Contractor does not meet these expectations, it is the Government’s intent to “off-ramp” the Contractor by:

b) Permitting such Contract to expire instead of exercising the Option; or

c) Implementing a termination for convenience (if applicable and only if such action is in the

Government’s best interest); or

d) Implementing a termination for default, if applicable; or

e) Taking any other action which may be permitted under the Foundation Cloud Hosting

Services Contract’s terms and conditions.

H.11 On Ramp

Consistent with FAR 16.504(c)(1)(ii)(A), the Contracting Officer has determined it is in the

Government’s best interest that at all times during the term of the Contract, there remain an adequate number of Contractors eligible to compete for Orders. Over time, the total number of

Contractors may fluctuate due to various reasons including industry consolidation, significant changes in the marketplace or advances in technology, general economic conditions, the

Government's exercise of the off-ramp process, or other reasons. Recognizing this, DOI intends to periodically review the total number of Contractors participating in the Foundation Cloud

Hosting Services Ordering Process and determine whether it would be in the Government’s best interest to initiate an open season to add new contractors to the Basic Contract.

H.12 Open Season Procedures

If DOI determines that it would be in the Government’s best interest to open a new solicitation to add new contractors to this contract, the Contracting Officer may do so at any time provided:

a) The solicitation is issued under then-applicable federal procurement law;

b) The solicitation identifies the total approximate number of new awards that the Contracting

Officer intends to make. The Contracting Officer may decide to award more or fewer

Contracts than the number anticipated in the solicitation depending upon the overall quality of the offers received and also reserves the right to limit open season to only small business concerns;

c) Any Contractor that meets the eligibility requirements set forth in the new solicitation submits a proposal in response to the solicitation; however, existing Contractors may not hold more than one contract at any time;

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d) The award decision under any solicitation is based upon substantially the same evaluation factors/sub-factors as the original solicitation;

e) The terms and conditions of any resulting awards from a new solicitation are materially identical to the existing version of the Contract;

f) The term for any such new awards from a solicitation is co-terminus with the existing term for all other Contractors, including the option period (if applicable); and

g) If awarded a contract, any new Contractor is eligible to submit a proposal in response to any task order requests and receive task order awards with the same rights and obligations as any other Contractor.

H.13 Government Operational Readiness Assessment Testing (GORAT)

H.13.1 Pre-Award GORAT

The Government, at its discretion, may require pre-award testing, upon identification of the apparent awardee, for any subsequently issued task orders. Task order award maybe contingent upon successful completion of capability and performance demonstrations and pre-award testing, which may include, but is not limited to demonstration in the following objective areas:

Performance, usability, flexibility and extensibility of the solution. However, the scope and time frame of the pre-award GORAT will be as specified in the task order.

H.13.2 Post-Award GORAT

Upon award of a task order issued under this IDIQ contract, the Government reserves the right to conduct a post-award GORAT and will be specified within the individual task order(s). The

Government and Contractor will cooperate to complete initial GORAT Testing. The scope and time frame of the post-award GORAT will be as specified in the task order.

H.14 Fair Opportunity Ordering

H.14.1 General

Individual orders will describe services to be performed or supplies to be delivered so that the full price for the performance of the work can be established when the order is placed. Orders will be within the scope of the contract, will be issued within the period of performance, will be within the maximum value of the contract, and will follow the fair opportunity process as described below. However, the Government reserves the right to set aside individual task orders under this contract for small businesses, or to include an evaluation preference for small businesses on individual task orders, provided there is a reasonable expectation of receiving responses from sufficient small business sources to ensure adequate competition in terms of fair and reasonable price, technical quality, and/or delivery. In accordance with FAR 16.505(b)(6), to

H-7 ensure all contractors are afforded a fair opportunity to be considered for award, consistent with procedures in the contract the Competition Advocate is designated as OMBUDSMAN.

Orders may be issued any time during the term of the contract or any extension. All orders issued before the end of the contract term shall be honored and performed by the contractor, following the terms and conditions of the contract. All orders are subject to the terms and conditions of this contract. In the event of a conflict between an order and this contract, the contract shall prevail.

H.14.2 Fair Opportunity Process

The following fair opportunity process will be utilized in placing orders against this contact in order to provide all contractors, within their technical service lines(s), a fair opportunity to be considered for an order.

The fair opportunity process described in the Federal Acquisition Regulation (FAR) 16.505(b) and the Draft Order Guide, see Section J, Attachment 45, applies to this contract. The

Government will provide a fair opportunity to all awardees within the applicable Service Model, except as provided for in paragraph H.19.3, Exceptions to Fair Opportunity, of this section.

The Government reserves the right to modify this process, including the Draft Ordering Guide, and will notify the contractor of any such modifications in advance of any orders being placed using the modified process without additional cost to the Government. Additionally, the

Government reserves the right to issue orders orally, by facsimile, or by any other electronic commerce methods.

H.14.3 Exceptions to Fair Opportunity

Orders may be issued without the fair opportunity process whenever circumstances warrant the exercise of any exception set forth in 41 United States Code (USC) §253j.

Certain Agencies may have additional requirements for use of an exception to the fair opportunity process. Under those circumstances, the Agency or an Agency conducting the fair opportunity process on behalf of another Agency must meet the Agency’s additional requirements. Agencies will consider the following in conducting and documenting the fair opportunity order placement decision. These examples are provided only for illustrative purposes:

The following describes the possible exceptions and examples that an Agency may determine apply under this contract.

• Exception Provided for by 41 USC §253j

• Examples that Qualify as Exceptions

➢ Unusual urgency that would lead to unacceptable delays

➢ Natural disaster or other emergency

➢ Military/mobilization

➢ Immediate short-term need arising on short notice

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➢ Only one capable contractor

➢ Only one contractor offers service

➢ Only one contractor offers service to locations needed

➢ Only one contractor can demonstrate it is capable of providing service as required by user or to required locations

➢ Economy, efficiency, and logical follow-on to an order already issued under Fair

Consideration

➢ Orders placed to minimize inefficiencies or additional costs that would result from introducing multiple maintenance, operations, training, or other support systems

➢ Need to satisfy Minimum Guarantees

H.15 Protests and Complaints

No protest under FAR Subpart 33.1 is authorized in connection with the issuance or proposed issuance of an order under this contract, except for a protest on the grounds that the order increases the scope, period, or maximum value of the contract (10 U.S.C. 2304c(e) and 41

U.S.C. 253j(d)) and in accordance with FAR Subpart 16.505.