SMR4 Section H - Special Contracts Requirements Final.pdf

SIR 693KA7-25-R-00001

Surface Movement Radar, Model 4 (SMR4) Section H

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SECTION H

SPECIAL CONTRACT REQUIREMENTS

ORDER OF PRECEDENCE

CLAUSES AND PROVISIONS INCORPORATED IN FULL TEXT

H.2.1 AMS 3.1.9-1 Electronic Commerce and Signature (July 2020) H.2.2 AMS 3.2.5-7 Disclosure Regarding Payments to Influence Certain Federal Transactions (January 2022) H.2.3 Key Personnel H.2.4 AMS 3.13-15 Confidentiality of Data and Information (November 2016)

EXERCISE OF OPTIONS

RESERVED

GOVERNMENT OFFICE SPACE AT CONTRACTOR FACILITIES

PERFORMANCE OF WORK ON GOVERNMENT PREMISES

SUBCONTRACTORS OR OUTSIDE CONSULTANTS

H.7.1 Subcontracts

INTERPRETATION OF CONTRACT (NOTICE OF AMBIGUITIES)

NOTICE OF DEPARTMENT/SUSPENSION STATUS

AUTHORITY

RELEASE OF INFORMATION

MAINTENANCE AND ASSUMPTIONS

H.12.1 Maintenance

RESERVED

GOVERNMENT FURNISHED PROPERTY/ INFORMATION

WARRANTY

SEGREGATION OF COSTS

RESPONSIBILITY FOR OBSOLETE PARTS REPLACEMENT

FAA DATA RIGHTS

H.18.1 Data Rights and Documentation and Markings H.18.2 Data CDRLs Approval

DELIVERY OF CONTRACT DATA REQUIREMENTS LISTS (CDRLs)

FAA WORK BREAKDOWN STRUCTURE

COST/SCHEDULE PERFORMANCE REPORT

ACCESS TO GOVERNMENT PROPERTY AND FACILITIES

PERFORMANCE OF WORK ON GOVERNMENT PREMISES

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RELATIONSHIPS

MAINTENCE OF RECORDS AND LITIGATION SUPPORT

CONTINUATION OF SERVICES

SMALL BUSINESS SUBCONTRACTING GOALS

PERSONAL SERVICES

DEFINITION OF DAYS

NOTICE OF DELAY

EMPLOYEE TERMINATION

LICENSES FOR COTS SOFTWARE

FEDERAL HOLIDAYS OBSERVED

SHALL = MUST

CONFIGURATION DOCUMENTATION

RESERVED

PLACEMENT OF TASK ORDERS AGAINST THE CONTRACT AND TASK

ORDERING PROCEDURES

H.37.1 Delivery Orders H.37.2 Task Orders

QUICK CLOSEOUT of TASK ORDERS (APPLICABLE TO CLINS X009, X012c)

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ORDER OF PRECEDENCE

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

(a) Section B, the Schedule, (b) Section C, Statement of Work, (c) Section H, Special Contract Requirements (e) Section K, Representations and Certifications, and (f) Section I, Contract Clauses.

CLAUSES AND PROVISIONS INCORPORATED IN FULL TEXT

H.2.1 AMS 3.1.9-1 Electronic Commerce and Signature (July 2020)

(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.

(End of Clause)

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H.2.2 AMS 3.2.5-7 Disclosure Regarding Payments to Influence Certain Federal Transactions (January 2022)

(a) Definitions.

(1) "The Act," as used in this clause, means section 1352, title 31, United States Code.

(2) "Agency," as used in this clause, means executive agency, within the meaning of 5 U.S.C. 101, 102, and 104(I), and any wholly owned Government corporation within the meaning of 31 U.S.C. 9101.

(3) "Covered Federal action," as used in this clause, means any of the following Federal actions:

(i) The awarding of any Federal contract.

(ii) The making of any Federal grant.

(iii) The making of any Federal loan.

(iv) The entering into of any cooperative agreement.

(v) The extension, continuation, renewal, amendment, or modification of any Federal contract, grant, loan, or cooperative agreement.

(4) "Indian tribe" and "tribal organization," as used in this clause, have the meaning provided in section 4 of the Indian Self-Determination and Education Assistance Act (25 U.S.C. 5304) and include Alaskan Natives.

(5) "Influencing or attempting to influence," as used in this clause, means making, with the intent to influence, any communication to or appearance before an officer or employee of any agency, a Member of Congress, an officer or employee of Congress, or an employee of a Member of Congress in connection with any covered Federal action.

(6) "Local government," as used in this clause, means a unit of government in a State and, if chartered, established, or otherwise recognized by a State for the performance of a governmental duty, including a local public authority, a special district, an intrastate district, a council of governments, a sponsor group representative organization, and any other instrumentality of a local government.

(7) "Officer or employee of an agency," as used in this clause, includes the following individuals who are employed by an agency:

(i) An individual who is appointed to a position in the Government under title 5, United States Code, including a position under a temporary appointment.

(ii) A member of the uniformed services, as defined in subsection 101(3), title 37, United States Code.

(iii) A special Government employee, as defined in section 202, title 18, United States Code.

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(iv) An individual who is a member of a Federal advisory committee, as defined by the Federal Advisory Committee Act, title 5, United States Code, appendix 2.

(8) 'Person,' as used in this clause, means an individual, corporation, company, association, authority, firm, partnership, society, State, and local government, regardless of whether such entity is operated for profit, or not for profit. This term excludes an Indian tribe, tribal organization, or any other Indian organization with respect to expenditures specifically permitted by other Federal law.

(9) 'Reasonable compensation,' as used in this clause, means, with respect to a regularly employed officer or employee of any person, compensation that is consistent with the normal compensation for such officer or employee for work that is not furnished to, not funded by, or not furnished in cooperation with the Federal Government.

(10) 'Reasonable payment,' as used in this clause, means, with respect to professional and other technical services, a payment in an amount that is consistent with the amount normally paid for such services in the private sector.

(11) 'Recipient,' as used in this clause, includes the Contractor and all subcontractors. This term excludes an Indian tribe, tribal organization, or any other Indian organization with respect to expenditures specifically permitted by other Federal law.

(12) 'Regularly employed,' as used in this clause, means, with respect to an officer or employee of a person requesting or receiving a Federal contract, an officer or employee who is employed by such person for at least 130 working days within 1-year immediately preceding the date of the submission that initiates agency consideration of such person for receipt of such contract. An officer or employee who is employed by such person for less than 130 working days within 1-year immediately preceding the date of the submission that initiates agency consideration of such person must be regularly employed as soon as he or she is employed by such person for 130 working days.

(13) 'State,' as used in this clause, means a State of the United States, the District of Columbia, the Commonwealth of Puerto Rico, a territory or possession of the United States, an agency or instrumentality of a State, and multi-State, regional, or interstate entity having governmental duties and powers.

(b) Prohibitions. The offeror, by signing its offer, hereby certifies to the best of his or her knowledge and belief that:

(1) No Federal appropriated funds have been paid or will be paid to any person for influencing or attempting to influence an officer or employee of any agency, a Member of Congress, an officer or employee of Congress, or an employee of a Member of Congress on his or her behalf in connection with the awarding of any Federal contract, the making of any Federal grant, the making of any Federal loan, the entering into of any cooperative agreement, and the extension, continuation, renewal, amendment or modification of any Federal contract, grant, loan, or cooperative agreement;

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(2) If any funds other than Federal appropriated funds (including profit or fee received under a covered Federal action) have been paid, or will be paid, to any person for influencing or attempting to influence an officer or employee of any agency, a Member of Congress, an officer or employee of Congress, or an employee of a Member of Congress on his or her behalf in connection with the screening information request (SIR), the offeror must complete and submit, with its offer, OMB Standard Form LLL, Disclosure of Lobbying Activities, to the Contracting Officer; and

(3) He or she will include the language of this clause in all subcontract awards at any tier and require that all recipients of subcontract awards more than $150,000 must disclose accordingly.

(3) This certification and disclosure is a prerequisite for making or entering this contract imposed by the Act. Any person who makes a prohibited expenditure or fails to file or amend a disclosure form, must be subject to a civil penalty of not less than $10,000 and not more than $100,000, for each such failure.

(c) The prohibitions of the Act do not apply under the following conditions:

(1) Agency and legislative liaison by its own employees.

(i) The prohibition on the use of appropriated funds, in subparagraph (b)(1) of this clause, does not apply in the case of a payment of reasonable compensation made to an officer or employee of a person requesting or receiving a covered Federal action if the payment is for agency and legislative liaison activities not directly related to a covered Federal action.

(ii) For purposes of subdivision (c)(1)(i) of this clause, providing any information specifically requested by an agency or Congress is permitted at any time.

(iii) The following agency and legislative liaison activities are permitted at any time where they are not related to a specific solicitation for any covered Federal action:

(A) Discussing with an agency the qualities and characteristics (including individual demonstrations) of the person's products or services, conditions or terms of sale, and service capabilities.

(B) Technical discussions and other activities regarding the application or adaptation of the person's products or services for an agency's use.

(iv) The following agency and legislative liaison activities are permitted where they are prior to Screening Information Request (SIR) of any covered Federal action:

(A) Providing any information not specifically requested but necessary for an agency to make an informed decision about initiation of a covered Federal action;

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(B) Technical discussions regarding the preparation of an unsolicited proposal prior to its official submission; and

(C) Capability presentations by persons seeking awards from an agency pursuant to the provisions of a law authorizing such actions;

(v) Only those services expressly authorized by subdivision (c)(1)(i) of this clause are permitted under this clause.

(2) Professional and technical services.

(i) The prohibition on the use of appropriated funds, in subparagraph (b)(1) of this clause, does not apply in the case of:

(A) A payment of reasonable compensation made to an officer or employee of a person requesting or receiving a covered Federal action or an extension, continuation, renewal, amendment, or modification of a covered Federal action, if payment is for professional or technical services rendered directly in the preparation, submission, or negotiation of submittal/offer or application for that Federal action or for meeting requirements imposed by or pursuant to law as a condition for receiving that Federal action.

(B) Any reasonable payment to a person, other than an officer or employee of a person requesting or receiving a covered Federal action or an extension, continuation, renewal, amendment, or modification of a covered Federal action if the payment is for professional or technical services rendered directly in the preparation, submission, or negotiation of any submittal/offer or application for that Federal action or for meeting requirements imposed by or pursuant to law as a condition for receiving that Federal action. Persons other than officers or employees of a person requesting or receiving a covered Federal action include consultants and trade associations.

(ii) For purposes of subdivision (c)(2)(i) of this clause, 'professional and technical services' must be limited to advice and analysis directly applying any professional or technical discipline. For example, drafting of a legal document accompanying a submittal/offer by a lawyer is allowable. Similarly, technical advice provided by an engineer on the performance or operational capability of a piece of equipment rendered directly in the negotiation of a contract is allowable. However, communications with the intent to influence made by a professional (such as a licensed lawyer) or a technical person (such as a licensed accountant) are not allowable under this section unless they provide advice and analysis directly applying their professional or technical expertise and unless the advice or analysis is rendered directly and solely in the preparation, submission or negotiation of a covered Federal action. Thus, for example, communications with the intent to influence made by a lawyer that do not provide legal advice or analysis directly and solely related to the legal aspects of his or her client's submittal/offer, but generally advocate one proposal over another are not allowable under this section because the lawyer is not providing professional legal services. Similarly, communications with the intent to influence made by an engineer providing an engineering analysis prior to the

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(iii) Requirements imposed by or pursuant to law as a condition for receiving a covered

Federal award include those required by law or regulation and any other requirements in the actual award documents.

(iv) Only those services expressly authorized by subdivisions (c)(2)(i) and (ii) of this clause are permitted under this clause.

(v) The reporting requirements herein must not apply with respect to payments of reasonable compensation made to regularly employed officers or employees of a person.

(d) Disclosure.

(1) If the Contractor, who requests or receives from an agency a Federal contract, has made or has agreed to make any payment using non-appropriated funds (to include profits from any Covered Federal action), to any person for the purpose of influencing or attempting to influence an officer or employee of any Agency, a Member of Congress, an officer or employee of Congress, or an employee of a Member of Congress on his or her behalf in connection with a Covered Federal action, the Contractor must file with that agency a disclosure form, OMB Standard Form LLL, Disclosure of Lobbying Activities..

(2) The Contractor must file a disclosure form at the end of each calendar quarter in which there occurs any event that materially affects the accuracy of the information contained in any disclosure form previously filed by such person under subparagraph (d)(1) of this clause. An event that materially affects the accuracy of the information reported includes:

(i) A cumulative increase of $25,000 or more in the amount paid or expected to be paid for influencing or attempting to influence a covered Federal action; or

(ii) A change in the person(s) or individual(s) influencing or attempting to influence a covered Federal action; or (iii) A change in the officer(s), employee(s), or Member(s) contacted to influence or attempt to influence a covered Federal action.

(3) The Contractor must require the certification, and if required, a disclosure form by any person who requests or receives any subcontractor exceeding $150,000 under the Federal contract.

(4) All subcontractor disclosure forms must be forwarded from tier to tier until received by the prime Contractor. The prime Contractor must submit all disclosures to the Contracting Officer at the end of the calendar quarter in which the disclosure form is submitted by the subcontractor.

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(e) Agreement. The Contractor agrees not to make any payment prohibited by this clause.

(f) Penalties.

(1) Any person who makes an expenditure prohibited under paragraph (b) of this clause or fails to file or amend the disclosure form to be filed or amended by paragraph (b) must be subject to civil penalties as provided for by 31 U.S.C. 1352. An imposition of a civil penalty does not prevent the Government from seeking any other remedy that may be applicable.

(2) Contractors may rely without liability on the representations made by their subcontractors in the certification and in the disclosure form. (g) Cost allowability.

Nothing in this clause makes allowable or reasonable any costs which would otherwise be unallowable or unreasonable. Conversely, costs made specifically unallowable by the requirements in this clause will not be made allowable under any other provision.

(End of Clause)

H.2.3 Key Personnel

(a) The personnel as specified below are considered essential to the work being performed in this contract. These personnel, unless otherwise unavoidable, shall not be changed from their designated assignment area until at least 12 months have lapsed. Unavoidable situations include sudden illness, death, or termination of employment.

(b) Reasonably in advance of changing any of the below listed personnel, the Contractor must notify the CO of the change, in writing, and provide justification (including proposed solutions) in sufficient detail to permit the Government to evaluate the impact of the change on this contract. The CO will review the Contractor’s change notification, and either accept or reject the proposed change within 30 days. Unless unavoidable, no change shall be made by the Contractor without the written consent of the CO.

(c) The key personnel under this contract are shown below and must meet the minimum qualifications defined in Attachment J-10. The Program Manager must be an employee of the Prime Contractor.

Program Manager: Name: ___________________________ Senior Financial Analyst Name:___________________________ Senior Contracts Manager Name:___________________________ Senior Systems Engineer Name:___________________________ Senior Software Engineer Name:___________________________ Senior Installation Engineer Name:___________________________ Quality Assurance Manager Name:___________________________

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Integrated Logistics Support Manager Name:___________________________

(d) The key personnel under this contract shall not charge the contract on any CLIN(s) other than CLIN X001 Program Management.

H.2.4 AMS 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

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(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.

(End of clause)

EXERCISE OF OPTIONS

The Government may at any time before the dates set forth in Section B exercise any or all options by giving written notice to the Contractor.

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

RESERVED

GOVERNMENT OFFICE SPACE AT CONTRACTOR FACILITIES

See Contract Section E.2.2 AMS 3.10.4-14 Assignment of Quality Reliability Officer (QRO).

PERFORMANCE OF WORK ON GOVERNMENT PREMISES

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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 shall, always, conspicuously display a distinctive badge provided by DOT/FAA, identifying such personnel employees of the Contractor, and must observe and otherwise be subject to such security regulations as are in effect for the 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 Contracting Officer (CO) or the Contracting Officer’s Representative (COR).

SUBCONTRACTORS OR OUTSIDE CONSULTANTS

The use of subcontractors and outside associates and consultants under this contract is governed by FAA AMS Clause 3.10.2-4. Before utilization of any subcontractor or consultant not agreed to during the SIR, the Contractor must obtain prior written approval from the CO. In requesting such approval, the Contractor must furnish all pertinent information required by the CO, which must include the name or names of the individuals under consideration, the extent of the proposed services to be provided by the individuals, and the rates of reimbursement.

H.7.1 Subcontracts

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

1) They contain all 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 shall 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.

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INTERPRETATION OF CONTRACT (NOTICE OF AMBIGUITIES)

(a) This written contract 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, considering 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 all claims for extra costs or delays arising from such ambiguities, discrepancies, inconsistencies, and conflicts.

NOTICE OF DEPARTMENT/SUSPENSION 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 upon receipt of a notice of proposed debarment from any Federal Government Agency or Department during the performance of this contract.

AUTHORITY

The Contractor must not in any way represent themselves as part of the United States Government or that they have the authority to contract or procure supplies on the credit of the United States of America.

RELEASE OF INFORMATION

The Contractor (including individual employees thereof) must not release or communicate, except as required by law or regulations, information, including any news releases or public communications concerned with this contract, whether orally or in writing, unless authorized by the Contracting Officer. News releases pertaining to this contract must not be made without prior approval of the CO. A minimum of 72 hour notice is required for approval.

MAINTENANCE AND ASSUMPTIONS

Tower Conditions Prior to SMR4 installation, the Government will perform site preparation, and any repairs and modifications to the tower.

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H.12.1 Maintenance

(a) Responsibilities of the Government

1) Government personnel will neither perform hardware maintenance nor attempt repairs to the ASDE-X and ASSC equipment or software while the Contractor installs the SMR4.

2) The Government will provide the Contractor local administrative guidelines on a site-by-site basis as required and as the SMR4 is installed.

(b) Responsibilities of the Contractor

1) While the SMR4 is being maintained by the Contractor, all supplies, parts, tools, and test equipment required for maintenance of the system shall be provided by and be the property of the Contractor. Maintenance should include the cost of labor, parts, and transportation. Should equipment sent to a facility require repair or maintenance, the Contractor shall be responsible for the equipment from the time that it leaves a government facility until it is reinstalled at the Government facility in proper working condition. Only new parts of equal quality shall be used for repair of malfunctioned components.

2) The Contractor shall assume strict liability for the implementation of any maintenance plan.

GOVERNMENT FURNISHED PROPERTY/ INFORMATION

GFP/ GFI identified and concurred by the FAA Surface Surveillance Program Office will be provided and authorized for Contractor’s use by the FAA CO.

Preliminary GFP and GFI identified by the FAA are as follows:

(a) GFP:

1) Mini-ASDE-X systems

2) Mini-ASSC systems

3) System switch

(b) GFI:

1) Facility drawings

2) Site Coverage Map

3) Interface Control Document (ICD)

4) ATO ISS vulnerability assessment

5) Cover Plate drawings

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WARRANTY

The Contractor will provide a 90-day warranty for each installed system. The warranty period will begin after Contractor Acceptance Inspection (CAI) of the subject contract’s hardware and software. During the warranty period, the Contractor will be responsible for all repairs of failed systems. If a site spare is authorized to be utilized in repair of the failed system, the Contractor shall replenish the site spare inventory to replace the parts used.

SEGREGATION OF COSTS

The Contractor shall utilize an accounting method for accumulation of costs which segregates CPFF items, T&M items, and fixed priced items.

RESPONSIBILITY FOR OBSOLETE PARTS REPLACEMENT

The Contractor agrees to accept responsibility for all Non-Recurring Engineering required to develop form, fit, and function replacements for all parts that become obsolete during the contract. The replacement parts may be purchased by the Government on an “as-needed basis”.

The Contractor will receive from the Government an equitable adjustment for any obsolete parts replacement using commercial prices. The Government will task the Contractor to test the replacement parts based on requirements imposed by the FAA.

FAA DATA RIGHTS

The Contractor must deliver and transfer data rights to the Government. It is the Government’s intent that it must have the data rights required to fully transfer SMR4(s) to the FAA, and to have all required data rights for operations, maintenance, installation, further development and/or modification of the SMR4(s) as required, and for training purposes. The Government requires rights to support Government, contractor and competitively procured third party operation, maintenance, and modification of the SMR4 systems, processes, and the software.

The Contractor must deliver all technical data, software, and documentation, as defined in AMS Clause 3.5-13, that is developed at Government expense with Unlimited Data Rights.

If the Contractor proposes to deliver commercial technical data, software, and documentation, it is the Government’s desire to obtain a license to the commercial technical data, software, and documentation that would grant the Government the equivalent of Government Purpose Rights.

This procurement uses the term "Government Purpose Rights" meaning the rights to:

(a) Use, modify, reproduce, release, perform, display, or disclose data within the Government without restriction; and,

(b) Release or disclose ‘data’, as defined in AMS Clause 3.5-13, outside the Government and authorize persons to whom release or disclosure has been made to use, modify, reproduce, release, perform, display, or disclose that data for Government Purposes.

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"Government Purpose" means any activity in which the United States Government is a party, including cooperative agreements with international or multi-national defense organizations, or sales or transfers by the United States Government to foreign governments or international organizations. Government Purposes include competitive acquisition by or on behalf of the Government.

If non-commercial technical data, software and documentation contains elements generated previously with Contractor’s own capital, it is the Government’s intent that this technical data, software and documentation be delivered with a minimum of Government Purpose Rights. The Contractor must provide Government Purpose Rights to install, run, operate, store, modify, reproduce, transfer, archive, and maintain SMR4 software on FAA, contractor, and/or third party-provided hardware or platform with no technical or intellectual property limitations with respect to platform, architecture, interface, number of workstations, displays, or any other limitation.

Any and all software designed and delivered by the Contractor must be delivered without any recurring license fees or renewal costs associated with any of the software that would impact the FAA’s ability to maintain, alter, modify, store, share or otherwise reconfigure the system to the FAA’s needs. Additionally, all software must be free of licensing beyond initial purchase from the Contractor. All such software must be free from any form of license lock, licensed functionality, or proprietary code that would prevent the FAA from exercising having full and inclusive data rights as defined in this contract.

H.18.1 Data Rights and Documentation and Markings

As asserted rights change, the Contractor must update Attachment J-18 Assertions List that describes who owns the data, data description, and the data rights the Government will receive from the purchase. The updated Assertions List must be approved by the Contracting Officer or their designated representative.

The Contractor must make all markings on data correspond to the Assertions List, not just on the cover page but throughout the data.

H.18.2 Data CDRLs Approval

The Contractor must ensure that the Government receives all documentation and updates routinely developed by Original Equipment Manufacturer (OEM). The Contractor must ensure that OEM supplier(s) for the installation, and operation of hardware and software purchased/ leased by or for the use of the Government included are all documentation and updates for software maintenance.

The Contractor must ensure that all commercially available technical data and computer software provided is complete and equivalent to that provided to the OEM’s own on-site and off-site engineering personnel.

The Contractor is prohibited from billing the same data items to multiple government programs.

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DELIVERY OF CONTRACT DATA REQUIREMENTS LISTS (CDRLS)

Attachment J-02 reflects the deliverable requirements of each Contract Data Requirement under the contract.

The Contractor shall email contract data products or post them on the FAA PMO’s repository that will be provided at contract award.

FAA WORK BREAKDOWN STRUCTURE

The Contractor will propose and track all costs consistent with the FAA work breakdown structure provided as Attachment J-09 SMR4 Program Extract of Applicable Sections – FAA Standard Work Breakdown Structure 5.3.

COST/SCHEDULE PERFORMANCE REPORT

(a) The Contractor shall use management procedures in the performance of this contract that provide for planning and control of costs:

1) Measurement of performance (value for completed tasks); and

2) Generation of timely and reliable information for Earned Value Management

(EVM), including provision of the information through the Contract Funds Status Report (CFSR), the Contract Performance Report (CPR), and the Integrated Master Schedule (IMS).

(b) As a minimum, these procedures must provide for:

1) Establishing the time-phase budgeted cost of work scheduled (including work authorization, budgeting, and scheduling), the budgeted cost for work performed, the actual cost of work performed, the budget at completion, the estimate at completion, including major subcontractor performance measurement and reporting;

2) Applying all direct and indirect costs and provisions for use and control of management reserve and undistributed budget;

3) Incorporating changes to the contract budget base for both Government directed changes and internal replanning;

4) Establishing constraints to preclude subjective adjustment of data to ensure performance measurement remains realistic. The total allocated budget may not exceed the contract budget base. For cost-reimbursement contracts, the contract budget base shall exclude changes for cost growth increases, other than for authorized changes to the contract scope;

5) Establishing the capability to accurately identify and explain significant cost and schedule variances, both on a cumulative basis and a projected-at-completion basis.

6) Map the CFSR and CPR with the IMS and address high and moderate risk areas;

describe the plan of action.

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(c) The Contractor may use a cost/schedule control system that has been recognized by the CO as:

1) Complying with the earned value management system criteria provided in FAA Earned Value Management Guide, dated February 2006, or

2) Conforming with the full intentions of the guidelines presented in ANSI/EIA Standard 748B, Industry Guidelines for Earned Value Management Systems.

(d) The Contractor shall provide access to all pertinent records, company procedures, and data requested by the CO, or authorized representative, to:

1) Show proper implementation of the procedures generating the cost and schedule information being used to satisfy the EVMS contractual data requirements to the Government; and

2) Ensure continuing application of the accepted company procedures in satisfying the CFSR, CPR and IMS data items.

(e) The Contractor shall submit any substantive changes to the procedures and their impact to the FAA Contracting Officer for review.

(f) The Contractor shall require a subcontractor to furnish CFSR, CPR and IMS information in each case where the subcontract is other than firm-fixed-price, time-and-materials, or labor-hour; is more than 12 months in duration; and has critical or significant tasks related to the prime contract. Critical or significant tasks shall be defined by mutual agreement between the Government and Contractor. Each subcontractor's reported cost and schedule information shall be incorporated into the Contractor's EVMS.

ACCESS TO GOVERNMENT PROPERTY AND FACILITIES

(a) As part of this effort, the Contractor may be working and attending meetings at government facilities including, but not limited to field facilities, the Federal Aviation Administration Headquarters Building, Washington, DC, and the Mike Monroney Aeronautical Center (MMAC), Oklahoma City, OK. 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.

(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.

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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 shall, always, conspicuously display a distinctive badge provided by DOT/FAA, identifying such personnel employees of the Contractor, and must observe and otherwise be subject to such security regulations as are in effect for the 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 Contracting Officer (CO) or the Contracting Officer’s Representative (COR).

RELATIONSHIPS

(a) The Contractor must provide support to the Government by completing work assigned under this contract. The Contractor must not provide technical direction or assume the Government's responsibility in any situation. Although the effort under this contract may include recommendations to the Government, specific Government approval and action will be necessary before such recommendations can be effective. The Contractor must not take any action with respect to any other Contractor, which causes any change in that Contractor's scope of work, costs, or scheduling.

(b) The Contractor may be required to enter into non-disclosure agreements with other vendors to the FAA. If any conflict arises between the Contractor performing work under this contract and another vendor to the FAA, the CO will issue a determination in accordance with AMS Clause 3.9.1-1 Contract Disputes in Section I.

MAINTENCE 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 three (3) years following contract closeout, or longer if required by the FAA CO 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 task order, separate contractual arrangements will be made for costs incurred.

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CONTINUATION OF SERVICES

Notwithstanding other provisions of this contract, the contractor is expected to ensure continuity of services for this contract involving the safety and efficiency of the National Airspace System (NAS). In the event of default, bankruptcy, acquisition by another entity or other event jeopardizing the uninterrupted provision of these services, the Government shall have the right to require continued contract performance for up to three (3) years to transition to another contractor. The parties will negotiate reasonable compensation for costs of goods, services, documentation, or additional time arising under or relating to the transition efforts. Any disagreements are subject to the Disputes clause of this contract.

SMALL BUSINESS SUBCONTRACTING GOALS

Contractor’s Small Business Subcontracting Plan is to be attached to the contract by reference.

The Small Business Goals set by DOT and FAA are:

Subcontract Categories Goals

Percent of Planned Subcontract Value Awarded to Small Business (SB) Concerns

44%

Percent of Planned Subcontract Value Awarded to Small Business Concerns Owned and Controlled by Socially and Economically Disadvantaged Business (SDB)

15%

Percent of Planned Subcontract Dollar Value Awarded to Small Business Concerns Owned and Controlled by Women Owned Small Business (WOSB)

5%

Percent of Planned Subcontract Value Awarded to Small Business Concerts Owned and Controlled by Veteran Owned Small Business Concerns (VOSB)

5%

PERSONAL SERVICES

The Contractor agrees that this contract is a non-personal services contract; that for all the purposes of the contract the Contractor is not, or must not hold itself out to be, an agent or partner of, or joint venture with, the Government; and that it must neither supervise, nor accept supervision from, Government employees.

DEFINITION OF DAYS

All references in the Contract to “days” must be interpreted as “calendar” days unless specifically identified otherwise.

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NOTICE OF DELAY

If the Contractor becomes unable to complete the contract work at the time(s) specified because of technical difficulties, notwithstanding the exercise of good faith and diligent efforts in the performance of the work called for hereunder, the Contractor must give the Contracting Officer written notice of the anticipated delay and the reasons, therefore. Such notice and reasons must be delivered promptly after the condition creating the anticipated delay becomes known to the Contractor, but in no event no less than thirty (30) days before the completion date specified in this contract, unless otherwise directed by the Contracting Officer. When notice is so required, the Contracting Officer may extend the time specified in the Contract schedule for such period as deemed advisable.

EMPLOYEE TERMINATION

Where a Contractor employee is terminated for cause or misconduct, the Contractor must immediately confiscate the employee’s Government-issued contractor badge. In such instances, an email must be sent to the COR, CO and local security office identifying the dismissal. The Contractor must notify the Contracting Officer in writing, within one (1) working day (24 hours), whenever an employee performing work under this contract is terminated. The Contractor will be responsible for returning, or ensuring that the employee returns, all Government-issued Contractor identification, and all other Government property.

LICENSES FOR COTS SOFTWARE

Commercial Off-The-Shelf (COTS) software and licenses not available from the Government as Government Provided (GP)-COTS, must be acquired by the Contractor. The COTS Software and licenses must be provided to the Government as part of delivery for use in operations. Licenses must be valid to the transition period, after which renewals will be the responsibility of the Government. Licenses will transfer to the Government as proposed by the Contractor and as required by Section L.

FEDERAL HOLIDAYS OBSERVED

The FAA observes Federal Holidays as follows:

• New Year's Day

• Birthday of Martin Luther King, Jr.

•…