MSBRS SIR Section H.docx

Contract Number: XXXX Section H: SPECIAL CONTRACT REQUIREMENTS

TABLE OF CONTENTS

CLAUSES AND PROVISIONS INCORPORATED BY FULL TEXT

3.1.9-1 Electronic Commerce and Signature (July 2018)

(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.

(e) Contractors must not digitally sign any documents with software that uses the Secure Hash Algorithm 1 (SHA-1). All digitally signed documents and contracts sent to the FAA must use a SHA-256 or higher hash algorithm. This is based on the National Institute of Standards and Technology (NIST) Policy Statement on Hash Functions dated August 5, 2015. Further guidance on the use of SHA-256 is in NIST Special Publication (SP) 800-57 Part 1, section 5.6.2 as amended and SP 800-131A, Revision 1 dated November 6, 2015. Additional guidance on the use of SHA-3 is in NIST SP 800-185 as amended.

(f) Contractors do not have to update documents previously digitally signed using SHA-1 hash algorithms unless the document requires updating. The FAA and contractors may continue to use SHA-1 for the following applications: Verifying old digital signatures and time stamps, generating and verifying hash-based message authentication codes (HMACs), key derivation functions (KDFs), and random bit/number generation.

3.13-15 Confidentiality of Data and Information (November 2016)

(a) In performance of this contract, the Contractor and any of its subcontractors, may need access to and use various data and information in the possession of the Government. This data and information may have been obtained under conditions which restrict the Government's right to use and disclose this data and information or which may be adverse to the interests of the Government or other parties if it is disseminated or used in a capacity other than in performance of this contract. 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 it is already publicly available; or (2) use for any purpose other than the performance of this contract any data or information which bears a restrictive marking or legend which the Contractor has gained access to through the performance of this contract, or information that should be marked according to FAA Order 1600.75 "Protecting Sensitive Unclassified Information (SUI)". 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.

(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 and disclosure of the proprietary data and information as well as any other terms and conditions to be agreed upon between the parties thereto. It is agreed by the Contractor that any such data or information, whether obtained by the Contractor pursuant to the aforesaid agreement or from the Government, must be protected from unauthorized use by or unauthorized 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. The Contractor must obtain from each employee in connection with this contract a signed Non-Disclosure Agreement. This agreement must provide that the employee will not, during employment or anytime thereafter, disclose or use for current or future benefit of any party any of the data (to include any form of Sensitive Unclassified Information (SUI) described in FAA Order 1600.75) or information not publicly available received in connection with the work under the 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 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 and the reason why; (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 described above 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. The FAA reserves the right to audit the deletion. The FAA must provide notice of the audit 10 calendar days prior to the audit.

(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.

3.6.4-2 Buy American Act - Supplies (October 2014)

(a) The Buy American Act (41 U.S.C. §§8301-8305) and Executive Order No. 10582, dated December 17, 1954, as amended, provide that the Government give preference to domestic end products.

(b) Definitions:

(1) "Components," as used in this clause, means those articles, materials, and supplies incorporated directly into the end products.

(2) "Domestic end product," as used in this clause, means (1) an unmanufactured end product mined or produced in the United States, or (2) an end product manufactured in the United States, if the cost of its components mined, produced, or manufactured in the United States exceeds 50 percent of the cost of all its components. Components of foreign origin of the same class or kind as the products referred to in subparagraphs (c)(2) or (3) of this clause shall be treated as domestic. Scrap generated, collected, and prepared for processing in the United States is considered domestic.

(3) "End products," as used in this clause, means those articles, materials, and supplies to be acquired for public use under this contract.

(4) "Foreign offer," as used in this clause, means an offered price for a foreign end product, including transportation to destination and duty (whether or not a duty free entry certificate is issued).

(c) The Contractor shall deliver only domestic end products, except those--

(1) For use outside the United States;

(2) That the FAA determines are not mined, produced, or manufactured in the United States in sufficient and reasonably available commercial quantities of a satisfactory quality;

(3) For which the FAA determines that domestic preference would be inconsistent with the public interest; or

(4) For which the FAA determines the cost to be unreasonable.

(i) Unless the FAA determines otherwise, the offered price of a domestic end product is unreasonable when the lowest acceptable domestic offer exceeds the lowest acceptable foreign offer, inclusive of duty, by:

(A) More than 6 percent, if a domestic offer is from a large business that is not a labor surplus area concern; or

(B) More than 12 percent, if a domestic offer is from a small business concern or any labor surplus area concern.

(ii) The evaluation in subparagraph (i) above shall be applied on an item by item basis or to any group of items on which award may be made, as specifically provided by the screening information request.

(iii) If an award of more than $250,000 would be made to a domestic concern if the 12 percent factor were applied, but not if the 6 percent factor were applied, the FAA will decide whether award to the domestic concern would involve unreasonable cost.

3.6.4-15 Buy American Act Certificate (July 1996)

(a) The offeror certifies that each end product, except as listed below, is a domestic end product (as defined in the clause "Buy American Act-Supplies,") and components of unknown origin are considered to have been mined, produced, or manufactured outside the United States.

[list as necessary]

(b) The offeror agrees to furnish any additional information as the Contracting Officer may request to verify the above information and to evaluate the offer. Offerors may obtain from the Contracting Officer lists of articles, materials, and supplies excepted from the Buy American Act.

Order of Precedence Any inconsistency in this contract shall be resolved by giving precedence in the following order:

1. Section C, Statement of Work

2. MSBRS System Specification Document

3. Section F, Schedule

4. Section B, Supplies and Services and Price/Cost

5. Section E, Inspection and Acceptance

6. Section G, Contracts Administration Data

7. Section H, Special Contract Requirements

8. Section J, List of Attachments

9. Section I, Contract clauses.

10. Section D, Packaging and Marking Options (CLINs 1001-4020) The Government may at any time before the dates set forth in Section B, exercise any or all optional CLINs or optional periods by giving written notice to the Contractor. The Contractor shall update all documentation and modify other support (e.g., training and maintenance) to reflect the Product Baseline of the MSBRS when any options are exercised.

The Government may exercise options identified in Section B, if at all, on or before the dates indicated for the Option items as shown in Section F.

INTERPRETATION OF CONTRACT LANGUAGE (NOTICE OF AMBIGUITIES)

This written contract, or any and all identified written 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 will 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 shall 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. It shall be the obligation of the Contractor to exercise due diligence to discover and to bring to the attention of the CO at the earliest possible time, any ambiguities, discrepancies, inconsistencies or conflicts in or between the specifications and the applicable drawings or 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 out of such ambiguities, discrepancies, inconsistencies and conflicts.

Shall = Must The Contractor agrees all instances of “shall” in all documents of this contract, including clauses incorporated by reference, equate to the full meaning of “must”.

Government = FAA The Contractor agrees all instances of “Government” in all documents of this contract equate to “Federal Aviation Administration (FAA).”

Release of Information 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", or

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.

Contract Work Breakdown Structure The Contract Work Breakdown Structure (CWBS) “Based on the FAA Work Breakdown Structure (WBS)” Section C 3.1.4.1 (attachment J-29), must provide the basis for all reporting. Detailed reporting requirements are specified in the Contract Data Requirements List (CDRL) reports for financial requirements contained in this contract.

The Contractor must report the CWBS to Level 4. Additionally, the Contractor must make data (below Level 4) available for government review when requested by the FAA Contracting Officer. During the performance of this contract, the CWBS dictionary and supporting summary task description must be updated by the Contractor, as required, to reflect negotiations for the initial baseline, new work, modifications or changes, and to reflect budgeting, program cost, and schedule status. The Contractor must submit changes to the CWBS for government approval within 10 days of identification of the change. Once approved, the Contractor must not modify the CWBS for any reporting elements identified in the CWBS without written Contracting Officer (CO) approval.

RATE CEILING

This acquisition requires offerors to propose indirect rate ceilings and draft clauses for the purpose of reducing FAA’s indirect rate risk on this prospective contract. The rates will apply to both cost-type and T&M (non-Time cost elements) efforts under this procurement. The proposed rate protection will be provided to the Source Selection Team and Contracting Officer for consideration in the determination of best value.

Ceiling rates and/or any other indirect rate risk methods placed on this contract will apply only to this contract and its modifications up to the end of the period of performance. For this contract, the associated clause(s) will not be superseded by higher rates established unilaterally or bilaterally by the Administrative Cognizant Officer (ACO) cognizant over the indirect rates for the performing organizations. The rates cannot be changed without expressed written consent from the Contracting Officer.

The dollar value of indirect costs that causes actual rates to exceed the ceilings or other measure(s) established to reduce FAA cost risk associated with indirect rates are to be accounted for as expressly non-billable costs under this contract. These non-billable costs are to be written off on at least a semi-annual basis.

Should the contractor’s indirect rates (types of, number of, allocation of, etc.; not dollar value) change for any reason, the contractor must submit its rate risk reduction method(s) and associated clauses in the new structure to the CO within no more than two weeks of the underlying change. The update must offer the same type and amount of rate protection as was originally offered.

Cost estimates for Site Preparation, Installation, Activation, and acceptance Activities The Contractor must develop a Not-to-Exceed (NTE) T&M estimate for this effort, to include, but not limited to, site preparation, installation, activation, and acceptance costs, including ancillary material requirements to be expressly used at the identified site. The NTE will not include the MSBRS equipment being installed (Production Systems - CLIN 0006). The NTE estimate must be developed and provided to the CO in conjunction with the Site Engineering Report (SER), CDRL IM03, but separate from the SER.

Any changes requiring a modification of the proposed NTE must be noted, with justification, NLT 45 days prior to start of site preparation and must be negotiated between the Contractor and the CO. The Contractor agrees that the Government must approve in writing the T&M NTE proposal before starting this effort. Further, the Government, at its discretion, may establish a dollar ceiling amount applicable to the T&M NTE proposal until the Government and Contractor reach agreement on the negotiated dollar value of the T&M proposal. Other non-site preparation, installation, and activation costs, such as MSBRS equipment and site transportation, are not included in the NTE amount. The Contractor agrees to notify the CO and Contracting Officer’s Representative (COR) immediately upon identifying that the NTE will be exceeded, with a justification and a plan to minimize impacts to cost and schedule. The NTE may be adjusted as a result of unanticipated problems in the site preparation and installation, such as hidden issues or delays caused by the Government, if adequately justified by the Contractor and approved by the CO.

Accountability for Contractor Acquired Equipment/Material The Contractor must report all Contractor acquired property for which it seeks reimbursement under the contract. For property that is to be incorporated into one of the final deliverables under the Contract, the Contractor must report this property on its invoice. For property that will be used in the performance of the Contract and will not be incorporated into a final contract deliverable, the Contractor must submit the property for inspection and acceptance by the Government. Documentation of the acceptance will be evidenced on a FAA Form 4500-1. The Contractor must submit the completed form to the Contracting Officer. After acceptance, property must be accounted for in accordance with the Government property provisions of this contract.

Access to Government Property and Facilities In the performance of this contract the Contractor may be required to attend meetings at locations including, but not limited to, the Federal Aviation Administration Headquarters Building, Washington, DC; the William J Hughes Technical Center (WJHTC), Atlantic City International Airport, NJ; and the Mike Monroney Aeronautical Center (MMAC), Oklahoma City, Oklahoma; or as required by the Contracting Officer. The Contractor will be granted ingress and egress to the building at all times during normal work hours in performance of the contract.

In performing any work under this contract on premises which are under the direct control of the Government, the Contractor will (a) conform to all safety rules and requirements as in effect on the date of the contract; and (b) take such additional precautions as the CO may reasonably require for safety and accident prevention purposes. The Contractor agrees to take all reasonable steps and precautions to prevent accidents and preserve the life and health of Contractor and Government personnel performing or in any way coming in contact with the performance of the contract on such premises. The Contractor must also exercise proper care of all property at the Government site regardless of whether title of such vests with the Government or not. Any violation of such rules and requirements, unless promptly corrected as directed by the CO, may be grounds for termination of this contract.

The Contractor is required to have those Contractor employees who are required to have access on Federal Property be processed for an identification badge through the designated FAA security office for access to the FAA facilities. Although the Contractor will not be required to handle classified data, security precautions must be required for access to FAA computer resources.

The facilities to which Contractor personnel may have access will remain in the Government's custody and must not be considered as property or facilities furnished to the Contractor.

The Government facilities to which Contractor personnel may have access under this contract will be made available only during the actual contract performance period.

Performance of Work on Government Premises Any work under this contract which is performed by the Contractor or any of its subcontractors on premises under Government control, is subject to all provisions of this contract governing such work and the following:

(a) All Contractor personnel must, at all times, conspicuously display a distinctive badge provided by DOT/FAA, identifying such personnel as employees of the Contractor, and must observe and otherwise be subject to such security regulations as are in effect for the particular premises involved. Contractor personnel assigned to off-site (Government furnished space) support activities will comply with the security regulations of the Government installation where work is performed.

(b) Performance of work on Government premises must be confined to the area(s) specified by the CO or the COR.

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

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

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

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

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

(b) The Contractor’s Small Business Subcontracting Plan dated ________ is incorporated by reference.

Government Contractor Support The Government may contract for support services to assist in technical reviews of the MSBRS Contractors' efforts and products under this Contract. Government contracted support services personnel assisting in technical review of MSBRS Contractor efforts may attend meetings between the MSBRS Contractor and the Government, observe and participate with Government personnel in function and performance tests, and have access to the MSBRS Contractor's facilities as related to any effort under this Contract; however, no Government contracted support services personnel providing above assistance have the authority to issue directions to the MSBRS Contractor or effect changes to the Contract.

The Contractor agrees to cooperate with the Government support personnel by engaging in technical discussions, and permitting access to information and data relating to technical and schedule matters concerning this contract to the same degree such access is accorded Government project personnel. Listed below are the initial names of Government support providers. The Government reserves the right to add or delete providers from this list. In such event, the CO will notify the Contractor.

MSBRS Contractors

KEY Personnel and Facilities

(a) The personnel and/or facilities 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.

(b) The Contractor agrees that during the first twelve (12) months of the contract performance period, no Key Personnel substitution will be permitted unless such substitutions are due to an individual’s sudden illness, death or termination of employment. In any of these events, the Contractor must promptly notify the CO and COR providing the information required in paragraph (c). After the initial (12) month period, any proposed Key Personnel substitution must be submitted, in writing, at least thirty (30) calendar days in advanced of the proposed substitution to the CO and the COR, and provide the information required by paragraph (c).

(c) All requests for Key personnel substitutions must provide a detailed explanation of the circumstances necessitating the proposed substitution, a complete resume for the proposed substitute, and any other information requested by the CO and COR needed to approve or disapprove the proposed substitution. All proposed substitutions must possess qualifications that are equal to, or higher than the qualifications of the person to be replaced. The CO and COR will evaluate the request and CO will notify the Contractor as soon as practicable of the resulting approval or disapproval.

(d) The FAA reserves the right to add or delete labor categories and/or facilities. The Contractor may propose labor categories for approval. The request must include labor category, functional duties, labor rate (including basis) and experience/education requirements. This request may be made after contract award.

(e) The key personnel and/or facilities under this contract are:

(e) Resumes must meet the requirements of the Key Personnel labor categories defined in Attachment J- 32 Employee Termination The Contractor must notify the Contracting Officer in writing whenever an employee performing work under this contract is terminated. The Contractor will be responsible for returning, or ensuring that the employee returns, all DOT-issued Contractor/Employee identification and all other DOT property. Where a Contractor is terminated for cause or misconduct, the Contractor must immediately confiscate the employee’s DOT issued Contractor/employee badge. In such instances, an email must be sent to the COR, CO and local security office identifying the dismissal.

Warranty The Contractor must provide a one-year warranty for each MSBRS after successful completion of final acceptance at Contractor Acceptance Inspection (CAI), which is defined in SOW Section 3.14.8 and consists of approval with signatures by the CO, COR and Contractor. During this period, the Contractor must be responsible for correction of all MSBRS hardware/software faults that the Contractor and CO determine and agree to be covered under warranty. If the system is determined to be covered under warranty, then the labor associated with the warranty determination will not be charged to the Government. If CAI conduct schedules change due to activities beyond the Contractor’s control, the Contractor will notify the Government of the impact on warranty. The warranty period for each system starts after successful completion of CAI.

If a site spare is authorized by the Government to be used in repair of a failed system, the Contractor shall replenish the site spare inventory to replace the parts used. ICDLS spares must not be used as warranty repair unless approved by the CO.

The Contractor must provide a commercial warranty for equipment furnished for the MSBRS. This warranty will include any warranties granted to the Contractor by its Subcontractors or vendors provided that the Contractor must remain principally liable to the Government to satisfy all warranties granted. If a vendor or Subcontractor offers the Contractor a warranty broader in scope of protection or greater in duration for any package and/or subscription, the Contractor must secure that broader warranty on behalf of the Government.

LICENSES FOR COTS SOFTWARE

COTS Software and licenses must be provided to the Government as part of MSBRS delivery for use in operations. Licenses must be valid for a period of time that covers the transition period after which renewals will be the responsibility of the Government. Licenses management will transfer to the Government as part of transition.

Rights in Data The following serves to clarify the requirement for Data Rights as defined by Section I clauses incorporated by reference. The following is not all-inclusive. See Section I, Data Rights clauses, for a complete description of this requirement.

For this Contract, the Government has limited rights in data to all Non-Developmental items (NDI), equipment, data, hardware and documentation, and restricted rights for firmware and software, including source code. For all items developed under this contract, the Government claims unlimited rights in data. In addition, the Contractor must grant to the Government licenses to all developmental and NDI data, hardware, firmware, and software. The Contractor must provide the source code, software developed, and support tools for all non-commercial MSBRS system software. The Contractor must treat non-COTS firmware (software that resides on programmable memory or programmable arrays) and modified COTS firmware as software, and therefore will be subject to Government rights in data.

Protection of Sensitive Technologies Information All technical data provided to the Contractor by the Government must 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 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 entity; publication of technical or scientific papers; advertising; or any other proposed public release. The contractor must provide adequate physical protection to such information so as to preclude access by any person or entity not authorized such access by the Government.

Responsibility for Obsolete Parts Replacement The Contractor agrees to accept responsibility for all Non-Recurring Engineering required to develop as a goal, form, fit and function replacements for those parts/items that become obsolete within 10 years of contract award. Obsolete is defined as the loss or impending loss of manufacturers of items, suppliers of items or of raw materials, or resources to repair Line Replaceable Units (LRUs). The Government may purchase replacement parts on an “as-needed basis”. The Contractor shall be entitled to an equitable adjustment in any price affected by such parts/items obsolescence to include any added testing requirements imposed by the FAA over and above the FAA approved PAT/SAT procedures.

CDRL Submissions The Contractor is responsible for uploading all CDRLs to the Government Knowledge Services Network (KSN) CDRL Tool website.

The Contractor must fill in the following required fields for each CDRL using the KSN CDRL tool:

1) Name of the CDRL submission, using the following naming convention: Data Item Number_Title_MMDDYY. This name should correspond with fields 1 and 2 of J-X, CDRL Matrix. Example: PM01_Program_Management_Plan_021318. The CDRL tool has a 50 character limit. If the title is more than 50 characters, the Contractor should use acronyms as necessary.

2) Description about the CDRL, if desired

3) Vendor Internal Tracking Number

4) CDRL_ID: Select the ID that corresponds to this CDRL submission

5) Reporting Period: Select the month/year for this CDRL or N/A for “Not Applicable”

6) Revision: Input a revision number.

Along with the submission, the Contractor should upload all the CDRL artifacts, including the contracts letter and any other supplemental documentation. The Contractor should fill in the properties of the document to include the Tracking Number and Draft/Final. Further instruction for the CDRL tool will be provided post Contract award.

Any files uploaded to the CDRL tool must also be named using the naming convention described in 1) above.

Definition of “Days” All references in the Contract to “days” shall be interpreted as “calendar” days unless specifically identified otherwise. The delivery date or scheduled meeting shall be considered as the next business day, if a date falls on a weekend or holiday.

Risk of Loss or Damage The Government is relieved from all risks of loss or damage to equipment during period of transportation, installation, and during the entire time the equipment is in the possession of the Government until it is accepted at CAI, except when loss or damage is due to the fault or negligence of the Government.

In the event security or other regulations require the retention or destruction of Contractor-owned devices (for example, magnetic core, magnetic tape, etc.) the Government, at its option, will pay to the Contractor all costs necessary to replace the storage device, restore it to good operating condition, or exercise the purchase option.

CONTRACTOR SUbCONTRACTOR AND SUPPLIER ACCESS The Contractor must supply the Government with a letter for and assurance of limited access to all Subcontractors and suppliers used by the Contractor during the execution of this contract. Limited access must include all parts, assembles, equipment and services supplied to Contractor in the conduct of this contract. Limited access must allow the Government to acquire material and support from Subcontractors and suppliers independent of the Contractor. The Government may only use this access during the lifecycle support of material, assemblies, test equipment and systems provided to the Government during this contract. Access to Subcontractors and suppliers must not be time limited and may be used by the Government during the entire lifecycle support of all material, assemblies, test equipment and systems supplied under this contract.

Avoidance of Personal Services No personal services shall be performed under this Contract. The Government will not supervise Contractor employees. The Contractor supervisor will give all individual Contractor employee assignments, and daily work direction. 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 Contracting Officer of this communication or action.

Organizational Conflict of Interest

(a) The Contractor warrants that, to the best of its knowledge and belief, there are no relevant facts or circumstances which could give rise to an organizational conflict of interest (OCI), as defined in FAA AMS Clause 3.1.7-2, Organizational Conflict of Interest, or that the Contractor has disclosed all such relevant information.

(b) The Contractor agrees that if an actual or potential OCI is discovered after award, the Contractor shall make a full disclosure in writing to the Contracting Office within 5 business days of discovery. This disclosure shall include a description of actions which the Contractor has taken or proposes to take, after consultation with the Contracting Officer, to avoid, mitigate, or neutralize the actual or potential conflict.

(c) The Contracting Officer may terminate this contract for convenience, in whole or in part, if it deems such termination necessary to avoid an OCI. If the Contractor was aware of a potential OCI prior to award or discovered an actual or potential conflict after award and did not disclose or misrepresented relevant information to the Contracting Officer, the Government may terminate the contract for default and/or pursue such other remedies as may be permitted by law or this contract.

(d) The Contractor further agrees to insert provisions which shall conform substantially to the language of this clause, including this paragraph (d), in any subcontract or consultant agreement hereunder.

Liability Insurance “Insurance-Work on a Government Installation” is acceptable provided the Contractor meets the minimum criteria below:

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.

Change in Sequencing of Sites The Government will provide a projected delivery schedule after Contract Award. Once provided, the Government reserves the right to change the sequencing of one or more planned sites at no additional cost as long as the Government notifies the Contractor at least 120 calendar days prior to installation of equipment.

Notification of any cost or schedule impact as a result of Schedule changes must be submitted to the Government within 30 days of receipt of the revised schedule.

Federal Holidays Observed The FAA observes Federal Holidays as follows:

When one of the above designated holidays falls on a Sunday, the following Monday will be observed as a legal holiday. When a legal holiday falls on a Saturday, the preceding Friday is observed as a holiday. No deliverables will be transmitted or received by the Government on a legal holiday.

MSBRS shipment and acceptance The Quality Reliability Officer (QRO) or other authorized Government representative will prepare and sign an interim Form FAA-256, Inspection Report of Material and/or Services, as Government concurrence with Contractor progress against CLIN 0006 after successful completion of each Production Acceptance Test (PAT). PAT will be performed at the Contractor's facility, but final Government acceptance for CLIN 0006 deliverables will be made at the FOB Destination point designated by the Government. The Contractor must submit the signed interim Form FAA-256 with invoices submitted to the Government for production milestone payments, in accordance with the milestone payment schedule in Section G.

Following the approval of the Site Specific Implementation Plan (SSIP) (IM04), the Government will authorize the Contractor to ship to an FAA facility. The Government will provide the date in which the site is prepared for delivery and the address for the shipment. The Contractor must notify the Contracting Officer of all upcoming shipments at least 30 days before the planned date of shipment for any unit (or portion thereof, when authorized). Each notification must include:

· The planned date of shipment,

· The expected date of arrival,

· Verification of the consignee’s address,

· The number of units to be shipped,

· The contract line item(s) involved,

· The current contract unit price of each contract line item to be shipped,

· Commercial bill of lading forms and procedures to be used, and

· The shipping configuration information (number of containers, dimensions, and weight of the shipment).

Partial shipments (shipments of less than one complete unit) are not authorized unless specifically approved in advance (on an individual basis) by the Contracting Officer. Authorization of a partial shipment is the prerogative of the Government and will not be authorized unless a definite benefit to the Government will be realized or to meet an unexpected emergency.

The Government will provide a Form FAA-4500-1, Project Material Shipping Notice/Receiving Report, or other FAA document specified by the Contracting Officer, and the Contractor must include this form with each delivery to a Government facility. Failure of the Contractor to observe these requirements may delay invoice payment.

The Contractor is liable for both the shipment and the management of the material until acceptance by the Government after completion of the Contract Acceptance and Inspection (CAI) and Government signature of Form FAA-6010-5. Acceptance or rejection of supplies or services under this contract will be made by the QRO, COR or other Government representative designated by the Contracting Officer on the final Form FAA-256.

Government acceptance of Depot spares will also be subject to Government signature of the Form FAA-4500-1, as well as signature of Form FAA-256 for instances in which the Contractor is required to complete configuration and testing to fulfill Product Baseline requirements.

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