SMR4 Section I - Contract Clauses Final.pdf

SIR 693KA7-25-R-00001

Surface Movement Radar, Model 4 (SMR4)

Section I

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Table of Contents PART II - CONTRACT CLAUSES .............................................................................................................................. iii

I.1 3.1-1 CLAUSES AND PROVISIONS INCORPORATED BY REFERENCE (JULY 2019) ..................... iii

I.2 FAA Acquisition Management Systems Clauses Full Text

1.13-1 Notice of Earned Value Management System (July 2016)

1.13-2 Earned Value Management System (July 2016)

1.13-5 Integrated Master Schedule (October 2019)

1.13-6 Contractor Integrated Baseline Review (July 2016)

1.13-7 Earned Value Management System - Withholding of Payment (October 2019)

3.1.7-6 Disclosure of Certain Employee Relationships (April 2023)

3.2.1.5-4 Continuity of Services - Mission Critical Contracts (January 2008)

3.2.2.3-37 Notification of Ownership Changes (April 2023)

3.2.2.3-74 Site And Depot Level Spare Parts (July 2004)

3.2.2.8-8 Liquidated Damages - Supplies, Services, or Research and Development (October 2019)

3.2.4-5 Allowable Cost and Payment (October 2019)

3.2.4-16 Ordering (October 2019)

3.2.4-16 Alternate I Ordering (October 2019)

3.2.4-17 Order Limitations (October 2019)

3.2.4-20 Indefinite Quantity (October 2019)

3.2.4-34 Option to Extend Services (Oct 2019)

3.2.4-35 Option to Extend the Term of the Contract (July 2021)

3.3.1-11 Availability of Funds for the Next Fiscal Year (April 1996)

3.3.1-33 System for Award Management (January 2024)

3.3.1-36 Availability of Funds - Option Periods under a Continuing Resolution (April 2008)

3.3.1-40 Electronic Submission of Payment Requests (April 2022)

3.6.2-14 Employment Reports on Veterans (April 2022)

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3.6.3-3 Hazardous Material Identification and Material Safety Data (October 2016)

3.6.3-20 IEEE 1680 Standards for Environmental Assessment of Electronic Products (October 2018)

3.8.9-4 Alternate I Covered Telecommunications Equipment or Services- Representation (July 2023)

3.8.9-4 Prohibition on Contracting for Hardware, Software, and Services Developed or Provided by Kaspersky Lab Entities (January 2024)

3.8.9-5 Prohibition on Using ByteDance Covered Applications Including TikTok (July 2023)

3.9.1-1 Contract Disputes (January 2020)

3.10.1-18 Notification of Changes (April 1996)

3.10.1-26 Contractor Performance Assessment Reporting System (July 2023)

3.10.2-2 Subcontracts (Cost-Reimbursement and Ceiling Priced Contracts) (July 2023)

3.10.3-1 Asset Identification and Reporting (July 2023)

3.10.9-1 Alternate II First Article Approval--Contractor Testing (July 2023)

3.13-16 Records Management (October 2023)

3.14-2 Contractor Personnel Suitability Requirements (January 2024)

3.14-3 Foreign Nationals as Contractor Employees (July 2023)

3.14-4 Access to FAA Facilities, Systems, Government Property, and Sensitive Unclassified Information (January 2024)

3.14-9 Information Security Continuous Monitoring (ISCM) and Forensics on Contractor Systems (July 2022)

3.14-14 Cooperation with Defensive Counterintelligence Program (DCIP) Requirements (July 2023)

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PART II - CONTRACT CLAUSES

SECTION I – FEDERAL AVIATION ADMINISTRATION CONTRACT CLAUSES

I.1 3.1-1 CLAUSES AND PROVISIONS INCORPORATED BY REFERENCE (JULY

2019)

This screening information request (SIR) or contract, as applicable, incorporates by reference one or more provisions or clauses listed below with the same force and effect as if they were given in full text.

Upon request, the Contracting Officer will make the full text available, or offerors and contractors may obtain the full text via Internet at: https://fast.faa.gov/contractclauses.cfm.

AMS

Clause

Title Date

1.13-1 Notice of Earned Value Management System July 2016 3.1.7-2 Organizational Conflicts of Interest January 2023 3.1.7-4 Organizational Conflict of Interest - Mitigation Plan Required October 2019 3.1.7-5 Disclosure Conflicts of Interest July 2018 3.1.8-1 Cancellation, Rescission and Recovery of Funds for Illegal or

Improper Activity October 2014

3.1.8-2 Price or Fee Adjustment for Illegal or Improper Activity October 2019

3.2.2.3-29 Integrity of Unit Prices July 2004 3.2.2.3-30 Termination of Defined Benefit Pension Plans April 2023 3.2.2.3-32 Waiving Facilities Capital Cost of Money July 2004 3.2.2.3-36 Reversion or Adjustment of Plans for Postretirement Benefits Other

Than Pensions (PRB) April 2023

3.2.2.3-67 Special Precautions for Work at Operating Airports April 2022 3.2.2.3-73 Shipping Spare Parts March 2009 3.2.2.3-74 Site and Depot Level Spare Parts July 2004 3.2.2.3-83 Prohibition Against Contracting with Inverted Domestic

Corporations October 2015

3.2.2.7-6 Protecting the Government's Interest when Subcontracting with Contractors Debarred, Suspended, or Proposed for Debarment

April 2023

3.2.2.7-8 Disclosure of Team Arrangements April 2008

3.2.2.8-1 Material Requirement October 2019

3.2.3-2 Cost Accounting Standards October 2019 3.2.3-3 Disclosure and Consistency of Cost Accounting Practices October 2019 3.2.3-5 Administration of Costs Accounting Standards October 2019 3.2.4-9 Cost Contract – No Fee October 2019

3.2.4-16 Alt 1 Alternate I Ordering October 2019

3.2.5-1 Officials Not to Benefit April 2021

3.2.5-3 Gratuities or Gifts October 2019

3.2.5-4 Contingent Fees October 1996

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Title Date

3.2.5-5 Anti-Kickback Procedures October 2019 3.2.5-6 Restrictions on Subcontractor Sales to the FAA October 2022 3.2.5-8 Whistleblower Protection for Contractor Employees April 1996 3.2.5-13 Contractor Code of Business Ethics and Conduct April 2023 3.2.5-14 Display of Hotline Poster(s) April 2023 3.3.1-1 Payments July 2018 3.3.1-5 Payment under Time-and-Materials and Labor-Hour Contracts October 2021 3.3.1-10 Availability of Funds April 2014 3.3.1-12 Limitation of Cost July 2018 3.3.1-14 Limitation of Funds July 2018 3.3.1-15 Assignment of Claims July 2018 3.3.1-17 Prompt Payment January 2021 3.3.1-20 Providing Accelerated Payment to Small Business Subcontractors October 2012 3.3.1-34 Payment by Electronic Funds Transfer – System for Award

Management July 2018

3.3.1-39 Funding – Time-and-Materials and Labor-Hour Contracts July 2018 3.3.2-1 FAA Cost Principles October 2019 3.3.2-2 Reimbursement for Travel and Subsistence April 2010 3.4.1-12 Insurance October 2019 3.4.1-13 Errors and Omissions July 1996 3.4.2-6 Taxes--Contracts Performed in U.S. Possessions or Puerto Rico Oct 1996 3.4.2-8 Federal, State, and Local Taxes - Fixed Price Contract July 2019 3.5-13 Rights in Data - General October 2014 3.5-13 Alt II Alternate II Rights in Data – General January 2009 3.5-13 Alt III Alternate III Rights in Data – General January 2009 3.5-15 Additional Data Requirements January 2009 3.5-18 Commercial Computer Software License January 2009 3.5-20 Technical Data Declaration, Revision, and Withholding of Payment –

Major Systems January 2009

3.5-22 Major Systems – Minimum Rights January 2009 3.5-23 Rights to Proposal Data (Technical) January 2009 3.6.1-3 Utilization of Small, Small Disadvantaged, Women-Owned, Service-

Disabled Veteran Owned, and HUBZone Small Business Concerns January 2021

3.6.1-4 Small Business Subcontracting Plan April 2024 3.6.1-5 Payment to Small Business Subcontractors October 2022 3.6.1-6 Liquidated Damages--Subcontracting Plan October 2022 3.6.1-15 Post-Award Small Business Program Re-representation July 2023 3.6.2-9 Equal Opportunity July 2023 3.6.2-10 Equal Opportunity Pre-award Clearance of Subcontracts January 2020 3.6.2-12 Equal Opportunity for Veterans April 2022 3.6.2-13 Equal Opportunity for Workers with Disabilities April 2022 3.6.2-16 Notice to the Government of Labor Disputes October 2018 3.6.2-35 Prevention of Sexual Harassment July 2023 3.6.2-39 Trafficking in Persons July 2023 3.6.2-44 Notification of Employee Rights Under the National Labor Relations

Act July 2023

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Title Date

3.6.3-14 Use of Environmentally Preferable Products January 2020 3.6.3-17 Efficiency in Energy-Consuming Products January 2020 3.6.3-23 Delivery of Electronic and Paper Documents January 2020 3.6.4-5 FAA Buy American Preference - Steel and Manufactured Goods April 2022 3.6.4-8 Buy American Act and FAA Buy American Preference - USMCA

Implementation Act - Balance of Payments Program January 2021

3.6.4-10 Restrictions on Certain Foreign Purchases January 2010 3.6.5-1 Utilization of Indian Organizations and Indian Owned Economic

Enterprises January 2023

3.6.6-1 Drug Free Workplace April 2023 3.6.6-2 Seat Belt Use by Contractor Employees April 2023 3.6.6-3 Contractor Policy to Ban Text Messaging While Driving July 2023 3.8.2-10 Protection of Government Buildings, Equipment, and Vegetation July 2019 3.8.2-11 Continuity of Services October 2018 3.8.9-2 Prohibition on Contracting for Certain Telecommunications and Video

Surveillance Services or Equipment July 2023

3.9.1-1 Contract Disputes January 2020 3.9.1-2 Protest After Award August 1997 3.10.1-1 Notice of Intent To Disallow Costs April 1996 3.10.1-3 Penalties for Unallowable Costs October 1996 3.10.1-7 Bankruptcy April 1996 3.10.1-12 Changes - Fixed-Price April 1996 3.10.1-12 Alt II Changes - Fixed-Price Alternate II April 1996 3.10.1-12 Alt III Changes - Fixed-Price Alternate III April 1996 3.10.1-13 Changes - Cost-Reimbursement April 1996 3.10.1-13 Alt II Changes - Cost-Reimbursement, Alternate II April 1996 3.10.1-14 Changes – Time & Materials or Labor Hours April 2022 3.10.1-15 Changes-Construction, Dismantling, Demolition, or Removal of

Improvements July 1996

3.10.1-25 Novation and Change-Of-Name Agreements October 2007 3.10.1-28 Changes Required by AMS January 224 3.10.2-3 Subcontracts (Time-and-Materials and Labor-Hour Contracts) July 2023 3.10.3-2 Government Property - Basic Clause April 2022 3.10.3-2 Alt 1 Government Property - Basic Clause, Alternate I October 2018 3.10.3-5 Use and Charges October 2018 3.10.4-19 Government Industry Data Exchange Program (GIDEP) January 2018 3.10.4-23 Contractor and Subcontractor Compliance with Fastener Act November 1997 3.10.5-1 Product Improvement / Technology Enhancement April 1996 3.10.6-1 Termination for Convenience of the Government (Fixed Price) October 1996 3.10.6-3 Termination (Cost-Reimbursement) January 2020 3.10.6-3 Alt IV Termination (Cost Reimbursement) Alternate IV January 2015 3.10.6-4 Default (Fixed Price Supply and Service) January 2020 3.10.6-7 Excusable Delays October 1996 3.13-11 Plain Language July 2006 3.13-14 Reporting Executive Compensation and First-Tier Subcontracts

Awards October 2023

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Title Date

3.13-13 Contractor Policy to Ban Text Messaging While Driving January 2011 3.14-2 Contractor Personnel Suitability Requirements July 2023 3.14-4 Access to FAA Facilities, Systems, Government Property, and

Sensitive Unclassified Information July 2023

3.14-5 Sensitive Unclassified Information (SUI) January 2022 3.14-6 Privacy or Security Safeguards November 2016 3.14-9 Information Security Continuous Monitoring (ISCM) and Forensics on

Contractor Systems July 2022

3.14-14 Cooperation with Defensive Counterintelligence Program (DCIP) Requirements

July 2023

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I.2 FAA Acquisition Management Systems Clauses Full Text

1.13-1 Notice of Earned Value Management System (July 2016)

The offeror's (you/your) response to this screening information request (SIR) must include proof of a certified EVMS or provide a plan (the plan) to implement a certified system that complies with the EVMS criteria (the criteria) stated in subparagraph (b) of clause 1.13-2, "EVMS." You must submit the following as part of your proposal for Contracting Officer (CO) approval:

(a) Documentation demonstrating that your EVMS has been Electronic Industries Alliance Standard 748 (EIA-748) certified and EVM surveillance documentation demonstrating that you have maintained an EIA-748 compliant EVMS at the time this SIR is issued; or

(b) The plan that explains how your EVMS will be certified for each guideline of the EIA-748 Standard.

(c) Names of subcontractors. If you have not yet identified subcontractors, you must identify any part of the work you intend to award to subcontractors. The CO must approve the subcontractors before you sign contracts with them.

(End of provision)

1.13-2 Earned Value Management System (July 2016)

(a) The Earned Value Management System (EVMS) is a management tool that provides for integrating technical, cost and schedule information about contract performance. This information enables the FAA (we) and contractor program managers to manage contracts more effectively. EIA -748 specifies the EVMS criteria that are incorporated by reference into this clause.

(b) The Contractor (you/your) must use an EVMS complying with the current version of EIA-748 that the FAA Contracting Officer (CO) or the contracting officer from another federal agency certified before contract award. If you do not have a certified EVMS in place at the time of award, you must provide the CO with your plan to create an EVMS that complies with EIA-748 before award and implement the system within 90 days after award.

(c) Approved subcontractor EVM plans:

(1) The CO must approve subcontractor EVMS plans before they begin work. The CO has approved the following subcontractor EVMS systems.

[CO to insert name of approved subcontractor and EVMS plan here at the time of contract award] [CO to insert name of approved subcontractor and EVMS plan here at the time of contract award]

f) You must participate in FAA EVM Surveillance and provide access to all pertinent records and data requested by the CO so the we can verify that your EVMS complies with the criteria specified in subparagraph (b) at the time of award and throughout contract performance consistent with the FAA EVMS Surveillance Guide.

(End of clause)

1.13-5 Integrated Master Schedule (October 2019)

(a) Offerors must submit an Integrated Master Schedule (IMS) report prepared under Integrated Program Management Report (IPMR) DID DI-MGMT-81861 Format 6.

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(b) Offerors must manage the execution of the Surface Movement Radar, Model 4 program using the IMS as a day-to-day execution tool and periodically assess program progress in meeting program requirements. Offerors must report on program progress consistent with the IMS at each program management review, at selected technical reviews and at other times at the Government's request.

(c) Offerors must revise the IMS, where necessary, to reflect current contract milestones and deliverables. The IMS will include all activities of the prime contractor, subcontractors, and dependencies on the Government. All contractor schedule information delivered to the Government or presented at program reviews must originate from the IMS. You must perform appropriate analyses of the IMS tasks and report potential or existing problem areas and recommend corrective actions to eliminate or reduce schedule impact to the program.

1.13-6 Contractor Integrated Baseline Review (July 2016)

(a) The Contractor (you) must participate in a Government-conducted Integrated Baseline Review (IBR) with acceptable action plans approved by the Contracting Officer within 120 days after contract award and after executing major contract modifications.

(b) The IBR will be conducted consistent with the FAA Integrated Baseline Review (IBR) Guide.

1.13-7 Earned Value Management System - Withholding of Payment (October 2019)

(a)Definition

"Significant Deficiency" means a shortcoming that affects the ability of the FAA to rely on information provided by the Earned Value Management System (EVMS) that is needed for management purposes

(b) General. The Contractor must establish and maintain an acceptable EVMS in accordance with the terms and conditions of this contract.

(c) Significant Deficiencies.

(1) The contractor must respond, in writing, within 30 days to an initial determination that there are one or more significant deficiencies in the Contractor's EVMS.

(2) The Contracting Officer will evaluate the Contractor's response and notify the Contractor, in writing, of the final determination whether the Contractor's EVMS contains significant deficiencies. If the Contracting Officer determines that the Contractor's EVMS contains significant deficiencies, the final determination will include a notice to withhold payments.

(d) Withholding Payments

(1)If the Contracting Officer issues the final determination with a notice to withhold payments for significant deficiencies in the Contractor's EVMS as required under this contract, the Contracting Officer will withhold five percent of amounts due from a progress payments and performance-based payments, and direct the Contractor, in writing, to withhold five percent from its billings on interim cost vouchers on cost, labor-hour, and time-and-materials contractors until the Contracting Officer has determined that the Contractor has corrected all significant deficiencies as directed by the Contracting Officer's final determination. The Contractor must, within 45 days of receipt of the notice, either correct the deficiencies or submit an acceptable corrective action plan showing the milestones and actions to eliminate the deficiencies.

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(2) If the Contractor submits an acceptable corrective action plan within 45 days of receipt of a notice of the Contracting Officer's intent to withhold payments, and the Contracting Officer, in consultation with the auditor or functional specialist, determines that the Contractor is effectively implementing such plan, the Contracting Officer will reduce withholding directly related to the significant deficiencies covered under the corrective action plan, to two percent from progress payments and performance-based payments, and direct the Contractor, in writing, to reduce the percentage withheld on interim cost vouchers to two percent until the Contracting Officer determines the Contractor has corrected all significant deficiencies as directed by the Contracting Officer's final determination. However, if at any time, the Contracting Officer determines that the Contractor has failed to follow the accepted corrective action plan, the Contracting Officer will increase withholding from progress payments and performance-based payments, and direct the Contractor, in writing, to increase the percentage withheld on interim cost vouchers to the percentage initially withheld, until the Contracting Officer determines that the Contractor has corrected all significant deficiencies as directed by the Contracting Officer's final determination.

(3) Payment withhold percentage limits

(i)The total percentage of payments with held on amounts due under each progress payment, performance-based payment, or interim cost voucher, must not exceed five percent for one or more significant deficiencies in the Contractor's EVMS

(ii) If this contract contains pre-existing withholds due to significant deficiencies in the Contractor's EVMS, and the application of any subsequent payment withholds will cause withholding under this clause to exceed the payment withhold percentage limits in paragraph (d) (3) (i) of this clause, the Contracting Officer will reduce the payment withhold percentage in the final determination to an amount that will not exceed the payment withhold percentage limits.

(4) For the purpose of this clause, payment means any of the following payments authorized under this contract:

(i) Interim payments under-

(A) Cost-reimbursement contracts;

(B) Incentive-type contracts;

(C) Time-and-materials contracts;

(D) Labor-hour contracts

(ii) Progress payments.

(iii) Performance-based payments.

(5) Payment withholding will not apply on fixed-price line items where performance is complete and the items were accepted by the FAA.

(6) The withholding of any amount or subsequent payment to the Contractor will not be construed as a waiver of any rights or remedies that the FAA has under this contract.

(7) Notwithstanding the provisions of any clause in the contract providing for interim, partial, or other payment withholding on any basis, the Contracting Officer may withhold payment in accordance with the provisions of this clause.

(8) The payment withholding authorized in this clause is not subject to the interest-penalty provisions of the Prompt Payment Act.

(e) Correction of deficiencies

(1) The Contractor must notify the Contracting Officer, in writing, when the Contractor has corrected the deficiencies of

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(2) Once the Contractor has notified the Contracting Officer that all deficiencies have been corrected, the Contracting Officer will take one of the following actions:

(i) If the Contracting Officer determines that the Contractor has corrected all significant deficiencies as directed by the Contracting Officer's final determination, the Contracting Officer will, as appropriate, discontinue the withholding of progress payments and performance-based payments, and direct the Contractor, in writing, to discontinue the payment withholding from billings on interim cost vouchers under this contract associated with the Contracting Officer's final determination, and authorize the Contractor to bill for any monies previously withheld that are not also being withheld due to other significant deficiencies. Any payment withholding under this contract due to other significant deficiencies will remain in effect until the Contracting Officer determines that those significant deficiencies are corrected.

(ii) If the Contracting Officer determines that the Contractor still has significant deficiencies, the Contracting Officer will continue the withholding of progress payments and performance-based payments, and the contractor must continue withholding amounts from its billings on interim cost vouchers in accordance with paragraph (d) of this clause, and not bill for any monies previously withheld.

(iii) If, within 90 days of receipt of the Contractor notification that the Contractor has corrected the significant deficiencies, the Contracting Officer has not made a determination whether the Contractor has corrected all significant deficiencies as directed by the Contracting Officer's final determination, or has not made a determination whether there is a reasonable expectation that the corrective actions have been implemented, the Contracting Officer will reduce withholding directly related to the significant deficiencies covered under the corrective action plan by at least 50 percent of the amount being withheld from progress payments and performance-based payments, and direct the Contractor, in writing, to reduce the percentage withheld on interim cost vouchers by at least 50 percent, until the Contracting Officer makes a determination whether the Contractor has corrected all significant deficiencies as directed by the Contracting Officer's final determination, or has made a determination whether there is a reasonable expectation that corrective actions have been implemented.

(iv) At any time after the Contracting officer reduces or discontinues the withholding of progress payments and performance-based payments, or directs the Contractor to reduce or discontinue the payment withholding from billings on interim cost vouchers under this contract, if the Contracting Officer determines that the Contractor has failed to correct the significant deficiencies identified in the Contractor's notification, the Contracting Officer will reinstate or increase withholding from progress payments and performance-based payments, and direct the Contractor, in writing, to reinstate or increase the percentage withheld on interim cost vouchers to the percentage initially withheld, until the Contracting Officer determines that the Contractor has corrected all significant deficiencies as directed by the Contracting Officer's final determination.

3.1.7-6 Disclosure of Certain Employee Relationships (April 2023)

(a) The policy of the FAA is to avoid doing business with contractors, subcontractors, and consultants who have a conflict of interest or an appearance of a conflict of interest. The purpose of this policy is to maintain the highest level of integrity within its workforce and to ensure that the award of procurement contracts is based upon fairness and merit.

(b) The contractor must provide to the Contracting Officer the following information with its proposal and must provide an information update within 30 days of the award of a contract, any subcontract, or any consultant agreement, or within 30 days of the retention of a Subject Individual or former FAA employee subject to this clause:

(1) The names of all Subject Individuals who:

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(i) participated in preparation of proposals for award; or

(ii) are planned to be used during performance; or

(iii) are used during performance; and

(2) The name of each individual, retained in any capacity by the contractor, who was employed by FAA during the five-year period immediately prior to the date of award; and

(3) The date on which the initial expression of interest in a future financial arrangement was discussed with the contractor by any former FAA employee whose name is required to be provided by the contractor pursuant to subparagraph (2); and

(4) The location where any Subject Individual or former FAA employee whose name is required to be provided by the contractor pursuant to subparagraphs (1) and (2), are expected to be assigned.

(c) "Subject Individual" means a current FAA employee's father, mother, son, daughter, brother, sister, uncle, aunt, first cousin, nephew, niece, husband, wife, father-in-law, mother-in-law, son-in-law, daughter-in-law, brother-in-law, sister-in-law, stepfather, stepmother, stepson, stepdaughter, stepbrother, stepsister, half brother, half sister, spouse of an in-law, or a member of his/her household.

(d) The contractor must incorporate this clause into all subcontracts or consultant agreements awarded under this contract and must further require that each such subcontractor or consultant incorporate this clause into all subcontracts or consultant agreements at any tier awarded under this contract unless the Contracting Officer determines otherwise.

(e) The information as it is submitted, must be certified as being true and correct. If there is no such information, the certification must so state.

(f) Remedies for nondisclosure: The following are possible remedies available to the FAA should a contractor misrepresent or refuse to disclose or misrepresent any information required by this clause:

(1) Termination of the contract.

(2) Exclusion from subsequent FAA contracts.

(3) Other remedial action as may be permitted or provided by law or regulation or policy or by the terms of the contract.

(g) Annual Certification. The contractor must provide annually, based on the anniversary date of contract award, the following certification in writing to the Contracting Officer:

ANNUAL CERTIFICATION OF DISCLOSURE OF CERTAIN EMPLOYEE RELATIONSHIPS

The contractor represents and certifies that to the best of its knowledge and belief that during the prior 12 month period:

[ ] A former FAA employee(s) or Subject Individual(s) has been retained to work under the contract or subcontract or consultant agreement and complete disclosure has been made in accordance with subparagraph (b) of AMS Clause 3.1.7-6.

[ ] No former FAA employee(s) or Subject Individual(s) has been retained to work under the contract or subcontract or consultant agreement, and disclosure required by AMS Clause 3.1.7-6 is not applicable.

Authorized Representative Company Name Date

(h) 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:

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(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.

3.2.1.5-4 Continuity of Services - Mission Critical Contracts (January 2008)

(a) The contractor recognizes that the supplies and/or services under this contract are critical to FAA and must be continued without interruption during times of National Emergency or Incidents of National Significance. Supplies and/or services to be continued without interruption are listed in the Section C, Statement of Work.

(b) National Emergencies or Incidents of National Significance include:

(1) Outbreak of pandemic influenza or infectious disease;

(2) Terrorist attack; and

(3) Natural disaster.

(c) Because the supplies and/or services under this SIR or contract are deemed critical by FAA, the contractor must make every reasonable effort to deliver these supplies and/or services per the contract requirements during times of National Emergency or Incidents of National Significance; however, the presence of this clause does not affect or diminish the Contractor's rights under Default or Termination clauses incorporated into this SIR or contract.

(d) Within 30 days after award, the Contractor must submit a Continuity of Contract Performance Plan to the Contracting Officer (CO) for review and acceptance. This plan describes the processes and tools that the contractor will commit to ensure supplies and/or services are delivered as required during times of National Emergency or Incidents of National Significance. This plan must include the following sections:

(1) Plans and Procedures: Detail the plans and procedures in place that will provide for continued contract performance for supplies and/or services during times of National Emergencies or Incidents of National Significance;

(2) Essential Functions: Record functions that are essential to the continuation of mission critical contract performance;

(3) Delegations of Authority, Planned Order of Succession, and Cross-Training: Procedures in place to ensure personnel are available to make key decisions and perform critical services when primary personnel are unavailable;

(4) Alternate Operating Facilities: When the primary facility is unavailable, detail plans to make available other facilities unaffected by the National Emergency or Incident of National Significance. If contract performance allows, this may include alternatives such as telecommute;

(5) Interoperable and Effective Communications: Identify alternate communication systems if primary systems are unavailable;

(6) Critical Records or Data: Identify plans in place to ensure critical records and data are still available to ensure the integrity of contract performance;

(7) Protection of Human Capital: Identify comprehensive plans to protect the overall health and welfare of the workforce in times of National Emergency or Incidents of National Significance;

(8) Testing and Training of the Plan: Detail comprehensive testing and training of the plan to improve the execution of contract performance in times of National Emergency or Incidents of National Significance;

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(9) Devolution of Control and Direction: Identify plans and the ability to transfer authority and responsibility of essential functions from the primary location to other sites and employees; and

(10) Reconstitution and Resuming Normal Operations: Identify procedures and processes to expedite the return of contract performance and operations to their normal state.

(e) The Continuity of Contract Performance Plan must be made available by the contractor to all authorized contractor personnel with a "need-to-know" for review and use during the term of the contract.

(f) The Continuity of Contract Performance Plan must be updated as needed.

(End of Clause)

3.2.2.3-37 Notification of Ownership Changes (April 2023)

(a) The Contractor must notify FAA in writing within 30 days when the Contractor becomes aware that a change in ownership has occurred or will occur and that the change could affect the value of the Contractor’s capitalized assets in the accounting records, asset valuations, or cause any other cost changes.

(b) The Contractor must:

(1) Maintain current, accurate, and complete inventory records of assets and their costs;

(2) Provide the Contracting Officer (CO) access to the records on request;

(3) Ensure that all individual and grouped assets, their capitalized values, accumulated depreciation or amortization, and remaining useful lives are identified accurately before and after each of the Contractor’s ownership changes; and

(4) Retain and maintain depreciation and amortization schedules based on the asset records maintained before each ownership change.

(c) The substance of this clause must be included in all subcontracts under this contract.

3.2.2.3-74 Site And Depot Level Spare Parts (July 2004)

Offerors responding to this SIR must include the following in their proposals:

A separately-priced recommended initial site and depot-level spare parts list for CLIN x007c and x007d respectively. The list must contain each item's noun name, part number, Commercial and Government Entity (CAGE) Code, quantity, unit price, national stock number (if available) and the recommended quantity.

The CO reserves the right to approve, disapprove, or modify the recommended spare parts list as part of ongoing negotiations regarding spare parts before contract award.

(End of Provision)

3.2.2.8-8 Liquidated Damages - Supplies, Services, or Research and Development (October 2019)

(a) If a Contractor fails to deliver the supplies or perform the services within the time specified in this contract, the Contractor must, in place of actual damages, pay the Government liquidated damages of $25,000.00 per calendar day of

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(b) If the FAA terminates this contract in whole or in part under the applicable Default clause, the Contract is liable for liquidated damages accruing until the FAA reasonably obtains delivery or performance of similar supplies or services.

These liquidated damages are in addition to excess costs of repurchase under the Default clause.

(c) The Contractor will not be charged with liquidated damages when the delay in delivery or performance is beyond the control and without the fault or negligence of the Contractor as defined in the Default clause in this contract.

3.2.4-5 Allowable Cost and Payment (October 2019)

(a) Invoicing. The Government will make payments to the Contractor when requested as work progresses, but (except for small business concerns) not more often than once every 2 weeks, in amounts determined to be allowable by the Contracting Officer in accordance with the Federal Aviation Administration's (FAA) "Contract Cost Principles" in effect on the date of this contract and the terms of this contract (upon request, the Contracting Officer will provide a copy of the FAA Contract Cost Principles). The Contractor may submit to an authorized representative of the Contracting Officer, in such form and reasonable detail as the representative may require, an invoice or voucher supported by a statement of the claimed allowable cost for performing this contract. Any payments for costs under this contract, particularly for costs of Indirect Rates under paragraph (d), must be subject to the provisions of the "Limitation of Costs" clause, or the "Limitation of Funds" clause, if applicable. The Contractor must be responsible to manage and control the allowable cost of performance of the contract, such that payments for any allowable costs, including Indirect Rates under paragraph (d), must not exceed the estimated cost set forth in the schedule, or the funded amount, less an allowance for fee, if the contract is incrementally funded.

(b) Reimbursing costs.

(1) For the purpose of reimbursing allowable costs (except as provided in subparagraph (2) below, with respect to pension, deferred profit sharing, and employee stock ownership plan contributions), the term costs includes only:

(i) Those costs the Contractor has incurred and recorded at the time of the request for reimbursement;

(ii) When the Contractor is not delinquent in paying costs of contract performance in the ordinary course of business, costs incurred, but not necessarily paid for-

(A) Materials issued from the Contractor's inventory and placed in the production process for use on the contract;

(B) Direct labor;

(C) Direct travel;

(D) Other direct in-house costs; and

(E) Properly allocable and allowable indirect costs, as shown in the records maintained by the Contractor for purposes of obtaining reimbursement under FAA contracts; and

(iii) The amount of payments that have been paid to the Contractor's subcontractors under similar cost standards.

(2) Contractor contributions to any pension or other post-retirement benefit, profit-sharing or employee stock ownership plan funds that are paid quarterly or more often may be included in indirect costs for payment purposes: Provided, that the Contractor pays the contribution to the fund within 30 days after the close of the period covered. Payments made 31 days or more after the close of a period must not be included until the Contractor actually makes the payment. Accrued costs for

I-9 such contributions that are paid less often than quarterly must be excluded from indirect costs for payment purposes until the Contractor actually makes the payment.

(3) Notwithstanding the audit and adjustment of invoices or vouchers under paragraph (g) below, allowable indirect costs under this contract must be obtained by applying indirect cost rates established in accordance with paragraph (d) below.

(4) Any statements in specifications or other documents incorporated in this contract by reference designating performance of services or furnishing of materials at the Contractor's expense or at no cost to the Government will be disregarded for purposes of cost-reimbursement under this clause.

(c) Small business concerns. A small business concern may be paid more often than every 2 weeks and may invoice and be paid for recorded costs for items or services purchased directly for the contract, even though the concern has not yet paid for those items or services.

(d) Final indirect cost rates.

(1) Final annual indirect cost rates and the appropriate bases must be established for the period covered by the indirect cost rate proposal.

(2) The Contractor must, within 180 days after the expiration of each of its fiscal years, or by a later date approved by the Contracting Officer, submit to the cognizant Contracting Officer and to the cognizant audit activity proposed certified final indirect cost rates for that period and supporting cost data specifying the contract and/or subcontract to which the rates apply. The proposed rates must be based on the Contractor's actual cost experience for that period. The appropriate Government representative and Contractor will establish the final indirect cost rates as promptly as practical after receipt of the Contractor's proposal.

(i) An adequate indirect cost rate proposal must include the following data unless otherwise specified by the cognizant Contracting Officer:

A) Summary of all claimed indirect expense rates, including pool, base, and calculated indirect rate.

(B) General and Administrative expenses (final indirect cost pool). Schedule of claimed expenses by element of cost as identified in accounting records (Chart of Accounts).

(C) Overhead expenses (final indirect cost pool). Schedule claimed expenses by element of cost as identified in accounting records (Chart of Accounts) for each final indirect cost pool.

(D) Occupancy expenses (intermediate indirect cost pool). Schedule of claimed expenses by element of cost as identified in accounting records (Charts of Accounts) and expense reallocation to final indirect cost pools.

(E) Claimed allocation bases, by element of cost, used to distribute indirect costs.

(F) Facilities capital cost of money factors computation.

(G) Reconciliation of books of account (i.e., General Ledger) and claimed direct costs by major cost elements.

(H) Schedule of direct costs by contract and subcontract and indirect expense applied at claimed rates, as well as a subsidiary schedule of Government participation percentages in each of the allocation base amounts.

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(I) Schedule of cumulative direct and indirect costs claimed and billed by contract and subcontract.

(J) Subcontract information. Listing of subcontracts awarded to companies for which the contractor is the prime or upper-tier contractor (include prime and subcontract numbers; subcontract value and award type;

amount claimed during the fiscal year; and the subcontractor name, address, and point of contract information).

(K) Summary of each time-and-materials and labor-hour contract information, including labor categories, labor rates, hours, and amounts; direct materials; other direct costs; and, indirect expense applied at claimed rates.

(L) Reconciliation of total payroll per IRS form 941 to total labor costs distribution.

(M) Listing of decisions/agreements/approvals and description of accounting/organizational changes.

(N) Certificate of final indirect cost.

(O) Contract closing information for contracts physically completed in this fiscal year (include contract number, period of performance, contract ceiling amounts, contract fee computations, level of effort, and indicate if the contract is ready to close).

(3) The Contractor and the appropriate Government representative will execute a written understanding setting forth the final indirect cost rates. The understanding will specify (i) the agreed-upon final annual indirect cost rates, (ii) the bases to which the rates apply, (iii) the periods for which the rates apply, (iv) any specific indirect cost items treated as direct costs in the settlement, and (v) the affected contract and/or subcontract, identifying any with advance agreements or special terms and the applicable rates. The understanding will not change any monetary ceiling, contract obligation, or specific cost allowance or disallowance provided for in this contract. The understanding is incorporated into this contract upon execution.

(4) After final annual direct cost rates are established for specific period, the contractor must update the billings on all contracts to reflect the final settled rates and update the schedule of cumulative direct and indirect costs claimed and billed as required by paragraph d(2)(i)(l) of this clause.

(5) Failure by the parties to agree on a final annual indirect cost rate may be the basis of a claim under the "Contract Disputes" clause.

(e) Billing rates. Until final annual indirect cost rates are established for any period, the Government will reimburse the Contractor at billing rates established by the Contracting Officer or by an authorized representative (the cognizant auditor), subject to adjustment when the final rates are established. These billing rates-

(1) Must be the anticipated final rates; and

(2) May be prospectively or retroactively revised by mutual agreement, at either party's request, to prevent substantial overpayment or underpayment.

(f) Quick-close-out procedures. When the Contractor and Contracting Officer agree, the quick-close-out procedures may be used.

(1) Procedures. Settlement of indirect cost rates must apply to this contract, in advance of the determination of final indirect cost rates, if:

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(i) The contract is physically complete;

(ii) The amount of unsettled indirect cost to be allocated to this contract is not more than $5,000,000 and the cumulative unsettled indirect costs to be allocated to one or more contracts in a single fiscal year do not exceed 15 percent of the estimated, total unsettled indirect costs allocable to cost-type contracts for that fiscal year; and

(iii) Agreement can be reached on a reasonable estimate of allocable dollars.

(2) The settlement must be final for this contract and no adjustment will be made to other contracts for over- or under-recoveries of costs allocated or allocable to this contract.

(3) The settlement will not be considered a binding precedent when establishing the final indirect costs for other contracts.

(4) These procedures may also be used for the settlement of direct and indirect costs for individual task and delivery orders.

(g) Audit. At any time or times before final payment, the Contracting Officer may have the Contractor's invoices or vouchers and statements of cost audited. Any payment may be (1) reduced by amounts found by the Contracting Officer not to constitute allowable costs or (2) adjusted for prior overpayments or underpayments.

(h) Final payment.

(1) The Contractor must submit a completion invoice or voucher, designated as such, promptly upon completion of the work, but no later than 120 days (or longer, as the Contracting Officer may approve in writing) after settlement of final annual indirect rates for all years. Upon approval of that invoice or voucher, and upon the Contractor's compliance with all terms of this contract, the Government will promptly pay any balance of allowable costs and that part of the fee (if any) not previously paid.

(2) The Contractor must pay to the Government any refunds, rebates, credits, or other amounts (including interest, if any) accruing to or received by the Contractor or any assignee under this contract, to the extent that those amounts are properly allocable to costs for which the Contractor has been reimbursed by the Government. Reasonable expenses incurred by the Contractor for securing refunds, rebates, credits, or other amounts will be allowable costs if approved by the Contracting Officer. Before final payment under this contract, the Contractor and each assignee whose assignment is in effect at the time of final payment must execute and deliver-

(i) An assignment to the Government, in form and substance satisfactory to the Contracting Officer, of refunds, rebates, credits, or other amounts (including interest, if any) properly allocable to costs for which the Contractor has been reimbursed by the Government under this contract; and

(ii) A release discharging the Government, its officers, agents, and employees from all liabilities, obligations, and claims arising out of or under this contract, except-

(A) Specified claims stated in exact amounts, or in estimated amounts when the exact amounts are not known;

(B) Claims (including reasonable incidental expenses) based upon liabilities of the Contractor to third parties arising out of the performance of this contract; provided, that the claims are not known to the Contractor on the date of the execution of the release, and that the Contractor gives notice of the claims in writing to the Contracting Officer within 6 years following the release date or notice of final payment date, whichever is earlier; and

(C) Claims for reimbursement of costs, including reasonable incidental expenses, incurred by the Contractor under the patent clauses of this contract, excluding, however, any expenses arising from the Contractor's indemnification of the Government against patent liability.

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3.2.4-16 Ordering (October 2019)

(a) Any supplies and services to be furnished under this contract must be ordered by issuance of delivery orders or task orders by the individuals or activities designated in the contract. Such orders may be issued from Date of Contract Award through the current base or option period of performance indicated in the Section B.

(b) All delivery orders or task orders are subject to the terms and conditions of this contract. In the event of conflict between a delivery order or task order and this contract, the contract must control.

(c) If mailed, a delivery order or task order is considered "issued" when the Government deposits the order in the mail.

Orders issued by facsimile, email or other electronic commerce methods are considered "issued" when the Government sends the order. Orders may be issued orally only if authorized in the contract.

3.2.4-16 Alternate I Ordering (October 2019)

(a) Any supplies and services to be furnished under this contract shall be ordered by issuance of delivery orders or task orders by the individuals or activities designated in the contract. Such orders may be issued from Date of Contract Award through the current base or option period of performance indicated in the Section B.

(b) All delivery orders or task orders are subject to the terms and conditions of this contract. In the event of conflict between a delivery order or task order and this contract, the contract must control.

(c) If mailed, a delivery order or task order is considered “issued” when the Government deposits the order in the mail.

Orders issued by facsimile, email or other electronic commerce methods are considered “issued” when the Government sends the order. Orders may be issued orally only if authorized in the contract.

Include the following paragraph (d) in cost reimbursement indefinite quantity contracts:

(d) The provisions of the clauses entitled "Limitation of Costs", "Limitation of Funds", and "Allowable Cost and Payment" must apply to individual delivery orders or task orders.

3.2.4-17 Order Limitations (October 2019)

(a) Minimum order. When the Government requires supplies or services covered by this contract in an amount of less than quantity of less than one, the Government is not obligated to purchase, nor is the Contractor obligated to furnish, those supplies or services under the contract.

(b) Maximum order. The Contractor is not obligated to honor-

(1) Any order for a single item in excess of quantity of 27;

(2) Any order for a combination of items in excess of quantity of 256; or

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(3) A series of orders from the same ordering office within 365 days that together call for quantities exceeding the limitation in subparagraph (1) or (2) above.

(c) If this is a requirements contract, the Government is not required to order a part of any one requirement from the Contractor if that requirement exceeds the maximum-order limitations in paragraph (b) above.

(d) Notwithstanding paragraphs (b) and (c)…