693KA8-24-DRAFTSIR-INVERSE_Section I Contract Clauses.pdf

INVERSE DRAFT SIR 693KA8-24-R-XXXXX

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SECTION I – CONTRACT CLAUSES

I.1 AMS 3.1-1 CLAUSES AND PROVISIONS INCORPORATED BY REFERENCE

(JULY 2019)

This screening information request (SIR) or contract, as applicable, incorporates by reference the 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.

Clause

Number

Title / Date

3.1.7-1 Exclusion from Future Agency Contracts (Jul-2018)

3.1.7-2 Organizational Conflicts of Interest (Jan-2023)

3.1.7-4 Organizational Conflict of Interest - Mitigation Plan Required (Oct-2019)

3.1.7-5 Disclosure of Conflicts of Interest (Jul-2018)

3.1.8-1 Cancellation, Rescission and Recovery of Funds for Illegal or Improper

Activity (Apr-2024)

3.1.8-2 Price or Fee Adjustment for Illegal or Improper Activity (Apr-2024)

3.2.2.3-33 Order of Precedence (Apr-2024)

3.2.2.3-83 Prohibition Against Contracting with Inverted Domestic Corporations (Oct-

2015)

3.2.2.7-6 Protecting the Government's Interest when Subcontracting with Contractors

Debarred, Suspended, or Proposed for Debarment (Apr-2023)

3.2.2.7-8 Disclosure of Team Arrangements (Apr-2008)

3.2.5-1 Officials Not to Benefit (Apr-2021)

3.2.5-3 Gratuities or Gifts (Oct-2019)

3.2.5-4 Contingent Fees (Oct-1996)

3.2.5-5 Anti-Kickback Procedures (Oct-2019)

3.2.5-6 Restrictions on Subcontractor Sales to the FAA (Oct-2022)

3.2.5-8 Whistleblower Protection for Contractor Employees (Apr-2024)

3.2.5-13 Contractor Code of Business Ethics and Conduct (Apr-2023)

3.2.5-14 Display of Hotline Poster(s) (Apr-2023) https://fast.faa.gov/contractclauses.cfm

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3.3.1-1 Payments (Jul-2018)

3.3.1-5 Payments under Time-and-Materials and Labor-Hour Contracts (Oct-2021)

3.3.1-6 Discounts for Prompt Payment (Jul-2018)

3.3.1-8 Extras (Jul-2018)

3.3.1-10 Availability of Funds (Apr-2014)

3.3.1-15 Assignment of Claims (Jul-2018)

3.3.1-17 Prompt Payment (Jan-2021)

3.3.1-20 Providing Accelerated Payment to Small Business Subcontractors (Oct-2012)

3.3.1-34 Payment by Electronic Funds Transfer- System for Award Management (Jul-

2018)

3.3.1-38 Unenforceability of Unauthorized Obligations (Jul-2018)

3.3.1-39 Funding - Time-and-Materials and Labor-Hour Contracts (Jul-2018)

3.3.2-1 FAA Cost Principles (Oct-2019)

3.4.1-7 Notice to Proceed (Oct-2019)

3.4.1-12 Insurance (Oct-2019)

3.4.1-13 Errors and Omissions (Jul-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 (Jul-2019)

3.5-1 Authorization and Consent (Apr-2023)

3.5-2 Notice and Assistance Regarding Patent and Copyright Infringement (Jan-

2009)

3.5-3 Patent Indemnity (Apr-2017)

3.5-13 Rights in Data - General (Oct-2014)

3.5-18 Commercial Computer Software License (Jan-2009)

3.6.1-3 Utilization of Small, Small Disadvantaged,Women-Owned, Service-Disabled

Veteran Owned and HUBZone Small Business Concerns (Jan-2021)

3.6.1-4 Small Business Subcontracting Plan (Apr-2024)

3.6.1-5 Payment to Small Business Subcontractors (Oct-2022)

3.6.1-6 Liquidated Damages - Subcontracting Plan (Oct-2022)

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3.6.1-11 Mentor-Protégé Requirements and Evaluation (Jan-2024)

3.6.1-15 Post-Award Small Business Program Re-representation (Jul-2023)

3.6.2-9 Equal Opportunity (Jul-2023)

3.6.2-10 Equal Opportunity Preaward Clearance of Subcontracts (Jan-2020)

3.6.2-12 Equal Opportunity for Veterans (Apr-2022)

3.6.2-13 Equal Opportunity for Workers With Disabilities (Apr-2022)

3.6.2-16 Notice to the Government of Labor Disputes (Oct-2018)

3.6.2-39 Trafficking in Persons (Jul-2023)

3.6.3-14 Use of Environmentally Preferable Products (Jan-2020)

3.6.3-23 Delivery of Electronic and Paper Documents (Jan-2020)

3.6.4-10 Restrictions on Certain Foreign Purchases (Jan-2010)

3.6.4-21 Export Control (Jul-2014)

3.6.6-1 Drug Free Workplace (Apr-2023)

3.6.6-2 Seat Belt Use by Contractor Employees (Apr-2023)

3.6.6-3 Contractor Policy to Ban Text Messaging While Driving (Jul-2023)

3.8.2-11 Continuity of Services (Oct-2018)

3.8.9-2 Prohibition on Contracting for Certain Telecommunications and Video

Surveillance Services or Equipment (Jul-2023)

3.9.1-1 Contract Disputes (Jan-2020)

3.9.1-2 Protest After Award (Aug-1997)

3.10.1-7 Bankruptcy (Apr-1996)

3.10.1-12

Alternate I

Changes - Fixed-Price (Apr-1996)

3.10.1-14 Changes - Time and Materials or Labor Hours (Apr-2022)

3.10.1-25 Novation and Change-Of-Name Agreements (Oct-2007)

3.10.1-28 Changes Required by AMS (Jan-2024)

3.10.2-3 Subcontracts (Time-and-Materials and Labor-Hour Contracts) (Jul-2023)

3.10.2-5 Competition in Subcontracting (Jul-2023)

3.10.2-6 Subcontracts for Commercial Items and Commercial Components (Apr-1996)

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3.10.3-5 Use and Charges (Oct-2018)

3.10.4-19 Government Industry Data Exchange Program (GIDEP) (Jan-2018)

3.10.6-1 Termination for Convenience of the Government (Fixed Price) (Oct-1996)

3.10.6-4 Default (Fixed-Price Supply and Service) (Jan-2020)

3.10.6-7 Excusable Delays (Oct-1996)

3.13-11 Plain Language (Jul-2006)

3.13-14 Reporting Executive Compensation and First-Tier Subcontract Awards (Oct-

2023)

3.14-5 Sensitive Unclassified Information (SUI) (Jan-2022)

3.14-6 Privacy or Security Safeguards (Nov-2016)

I.2 FAA AMS CLAUSES PROVIDED IN FULL TEXT

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:

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) he 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, I-5 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: (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)

I-6 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.

(End of clause)

3.2.2.3-39 Requirements for Certified Cost or Pricing Data or Data Other Than Certified

Cost or Pricing Data - Modifications (January 2022)

(a) Request for exception from certified cost or pricing data requirements.

(1) In lieu of submitting certified cost or pricing data for modifications under this contract, on the date of the agreement on price or the date of the award, whichever is later, the

Contractor may submit a written request for exception by submitting the information described in paragraphs (a)(1)(i) and (ii) of this clause. The Contracting Officer may require additional supporting information, but only to the extent necessary to determine whether an exception should be granted, and whether the price is fair and reasonable.

i) Identification of the law or regulation establishing the price offered. If the price is controlled under law by periodic rulings, reviews, or similar actions of a governmental body, attach a copy of the controlling document, unless it was previously submitted to the contracting office.

ii) Information on modifications of contracts or subcontracts for commercial items.

(A) If—

(1) The original contract or subcontract was granted an exception from certified cost or pricing data requirements because the price agreed upon was based on adequate price competition or prices set by law or regulation, or was a contract or subcontract for the acquisition of a commercial item; and

(2) The modification (to the contract or subcontract) is not exempted based on one of these exceptions, then the Contractor may provide information to establish that the modification would not change the contract or subcontract from a contract or subcontract for the acquisition of a commercial item to a contract or subcontract for the acquisition of an item other than a commercial item.

(B) For a commercial item exception, the Contractor must provide, at a minimum, information on prices at which the same item or similar items have previously been sold that is adequate for evaluating the reasonableness of the price of the modification.

Dependent upon the commercial items being catalog items, market-priced items, or items included on an active Federal Supply Service Multiple Award Schedule contract, the

Contractor must include the corresponding information pursuant to that of which is described in paragraphs (a)(1)(B)(1); (a)(1)(B)(2) or (a)(1)(B)(3) of this clause:

(1) For catalog items, a copy of or identification of the catalog and its date, or the appropriate pages for the offered items, or a statement that the catalog is on file in the buying office to which the proposal is being submitted. Provide a copy or describe current discount policies and price lists (published or unpublished), e.g., wholesale, original equipment manufacturer, or reseller. Also explain the basis of each offered price and its relationship to the established catalog price, including

I-7 how the proposed price relates to the price of recent sales in quantities similar to the proposed quantities.

(2) For market-priced items, the source and date or period of the market quotation or other basis for market price, the base amount, and applicable discounts. In addition, describe the nature of the market.

(3) For items included on an active Federal Supply Service Multiple Award

Schedule contract, proof that an exception has been granted for the schedule item.

(2) The Contractor grants the Contracting Officer or an authorized representative the right to examine, at any time before award, books, records, documents, or other directly pertinent records to verify any request for an exception under this clause, and the reasonableness of price. For items priced using catalog or market prices, or law or regulation, access does not extend to cost or profit information or other data relevant solely to the Contractor’s determination of the prices to be offered in the catalog or marketplace.

(b) Requirements for certified cost or pricing data.

If the offeror is not granted an exception from the requirement to submit certified cost or pricing data, the following applies:

(1) The offeror must prepare and submit certified cost or pricing data, data other than certified cost or pricing data, and supporting attachments in accordance with the information contained at AMS Guidance T3.2.3.G.1 “Instructions for Submitting

Certified Cost/Price Proposals for Supplies, Services, or Construction,” which is incorporated by reference with the same force and effect as though it were inserted here in full text. The instructions in AMS T3.2.3.G.1 are incorporated as a mandatory format to be used in this contract.

(2) As soon as practicable after agreement on price, but before contract award (except for unpriced actions such as letter contracts), the offeror must submit a Certificate of

Current Cost or Pricing Data that conforms to the instructions contained in the Appendix

G1 to AMS Guidance T3.2.3, ‘Cost and Price Methodology."

(End of Clause)

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

I-8 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 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.

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(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.

(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.

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(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:

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.

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(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.

(End of clause)

3.2.4-34 Option to Extend Services (October 2019)

The Government may require continued performance of any services within the limits and at the rates specified in the contract. These rates may be adjusted only as a result of revisions to prevailing labor rates provided by the Secretary of Labor. The option provision may be exercised

I-12 more than once, but the total extension of performance hereunder must not exceed 6 months. The

Contracting Officer may exercise the option by written notice to the Contractor within the period specified in the Schedule.

(End of clause)

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

(a) The Government may extend the term of this contract by written notice (contract modification) to the Contractor prior to the expiration of the current period of performance provided, that the Government will give the Contractor a preliminary written notice of its intent to extend at least 60 days before the contract expires. The preliminary notice does not commit the Government to an extension.

(b) If the Government exercises this option, the extended contract must be considered to include this option provision.

(c) The total duration of this contract, including the exercise of any options under this clause, must not exceed 14 years.

(End of clause)

3.2.5-15 Attorney-Client Privilege (January 2016)

(a) During performance of the contract, the Contractor may be required to attend meetings at which FAA employees seek and receive legal advice from FAA attorneys. The FAA intends, and the Contractor agrees, that such advice must be treated as confidential legal advice, that the Contractor must not discuss with or otherwise disclose such legal advice to any person, that such advice must not be included in notes (electronic or otherwise), written reports, or minutes of such meetings, and that such advice must not be redistributed, forwarded or otherwise transmitted. For the purposes of asserting the Attorney-Client privilege with regard to such information, the Contractor and its employees must be considered agents of the FAA.

(b) During performance of this Contract, the Contractor also may encounter, come into possession of or otherwise become aware of documents or other communications and/or their contents which reflect legal advice from FAA attorneys. The FAA intends, and the

Contractor agrees, that such advice must be treated as confidential legal advice, that the

Contractor must not discuss with or otherwise disclose such legal advice to any person, that such advice must not be included in notes (electronic or otherwise), written reports, or minutes of such meetings, and that such advice must not be redistributed, forwarded or otherwise transmitted. For the purposes of asserting the Attorney-Client privilege with regard to such information, the Contractor and its employees must be considered agents of the FAA.

(c) Employees of the Contractor may be asked to participate as witnesses in judicial or administrative meetings, litigation or other proceedings where Contractor employees participation is necessary. In such proceedings involving third parties to which the Contractor is not a named party, the Contractor must support the FAA by promptly providing to the

FAA any documents requested which the Contractor may have in its possession and by making Contractor employees available to assist FAA attorneys. This clause does not preclude the Contractor or the Contractor employees from being represented by Counsel retained by the Contractor or the Contractor employee, provided such representation is at no direct cost to the FAA.

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(d) The contractor must consider any and all other communications between attorney and client it encounters, however denominated, as communications that are part of the FAA deliberative process, attorney-client or attorney-work product, all of which are privileged and not subject to disclosure outside the Agency or to the public.

(e) If the Contractor believes it cannot or will not comply with the obligations set forth in this clause, it has an affirmative obligation immediately to notify the Contracting Officer. Any failure by the Contractor to ensure compliance by its employees with this clause will be considered by the FAA to be a material breach of the contract. The obligations set forth in this clause survive the contract.

(End of Clause)

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

Funds are not presently available for performance under this contract beyond TBD. The FAA's obligation for performance of this contract beyond that date is contingent upon the availability of appropriated funds from which payment for contract purposes can be made. No legal liability on the part of the FAA for any payment may arise for performance under this contract beyond

September 30, 2011, until funds are made available to the Contracting Officer for performance and until the Contractor receives notice of availability, to be confirmed in writing by the

Contracting Officer.

(End of Clause)

3.3.1-33 System for Award Management (January 2024)

(a) Definitions. As used in this clause

"Registered in the SAM database" means that the Contractor has entered all mandatory information, including the Unique Identity Identifier (UEI) or the Electronic Funds Transfer indicator, into the SAM database.

"System for Award Management (SAM) database" means the primary Government repository for Contractor information required for the conduct of business with the

Government.

"Unique Entity Identifier (UEI)" (also known as the Unique Entity ID) means a number or other identifier used to identify a specific commercial, nonprofit, or Government entity. See www.sam.gov for the designated entity for establishing unique entity identifiers.

"Electronic Funds Transfer indicator" means a 4-character suffix to the Unique Entity

Identifier. This 4-character suffix may be assigned at the discretion of the business concern to establish additional SAM records for identifying alternative Electronic Funds Transfer

(EFT) accounts for the same parent concern.

(b) (1) By submission of an offer, the offeror acknowledges the requirement that a prospective awardee must be registered in the SAM database prior to award, during performance, and through final payment of any contract, basic agreement, basic ordering agreement, or blanket purchasing agreement resulting from this solicitation.

(2) The offeror must enter, in Representations, Certifications and Other Statements of

Offerors Section of the solicitation, the UEI or EFT indicator that identifies the offeror's

I-14 name and address exactly as stated in the offer. The UEI will be used by the Contracting

Officer to verify that the offeror is registered in the SAM database.

(c) If the offeror does not have a UEI, it should contact www.sam.gov directly to obtain one.

The offeror should be prepared to provide the following information:

(1) Company legal business name.

(2) Tradestyle, doing business, or other name by which your entity is commonly recognized.

(3) Company Physical Street Address, City, State, and ZIP Code.

(4) Company Mailing Address, City, State and ZIP Code (if different from physical street address).

(5) Company Telephone Number.

(6) Date the company was started.

(7) Number of employees at your location.

(8) Chief executive officer/key manager.

(9) Line of business (industry).

(10) Company Headquarters name and address (reporting relationship within your entity).

(d) If the offeror does not become registered in the SAM database in the time prescribed by the

Contracting Officer, the Contracting Officer may proceed to award to the next otherwise successful registered offeror.

(e) Processing time should be taken into consideration when registering. Offerors who are not registered should consider applying for registration immediately upon receipt of this solicitation.

(f) The Contractor is responsible for the accuracy and completeness of the data within the SAM database, and for any liability resulting from the Government's reliance on inaccurate or incomplete data. To remain registered in the SAM database after the initial registration, the

Contractor is required to review and update on an annual basis from the date of initial registration or subsequent updates its information in the SAM database to ensure it is current, accurate and complete. Updating information in SAM does not alter the terms and conditions of this contract and is not a substitute for a properly executed contractual document. If registered in SAM as a Service-Disabled Veteran-Owned Small Business (SDVOSB), by submission of an offer, the offeror acknowledges that they are certified as an SDVOSB under the Small Business Administration’s Veteran Small Business Certification Program

(VetCert).

(g) (1)(i) If a Contractor has legally changed its business name, "doing business as" name, or division name (whichever is shown on the contract), or has transferred the assets used in performing the contract, but has not completed the necessary requirements regarding novation and change-of-name agreements in AMS Procurement Guidance, the Contractor must provide the responsible Contracting Officer a minimum of one business day's written notification of its intention to:

(A) Change the name in the SAM database;

(B) Comply with the requirements of AMS regarding novation and change-of-name agreements; and

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(C) Agree in writing to the timeline and procedures specified by the responsible

Contracting Officer. The Contractor must provide the Contracting Officer with the notification, sufficient documentation to support the legally changed name.

i) If the Contractor fails to comply with the requirements of paragraph (g)(1)(i) of this clause, or fails to perform the agreement at paragraph (g)(1)(i)(C) of this clause, and, in the absence of a properly executed novation or change-of-name agreement, the

SAM information that shows the Contractor to be other than the Contractor indicated in the contract will be considered to be incorrect information within the meaning of the "Suspension of Payment" paragraph of the electronic funds transfer (EFT) clause of this contract.

(2) The Contractor must not change the name or address for EFT payments or manual payments, as appropriate, in the SAM record to reflect an assignee for the purpose of assignment of claims. Assignees must be separately registered in the SAM database.

Information provided to the Contractor's SAM record that indicates payments, including those made by EFT, to an ultimate recipient other than that Contractor will be considered to be incorrect information within the meaning of the "Suspension of payment" paragraph of the EFT clause of this contract.

(h) Offerors and Contractors may obtain information on registration and annual confirmation requirements via the internet at http://www.sam.gov.

(End of Clause)

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

Due to the possibility of the enactment of a continuing resolution in lieu of an annual appropriation, full fiscal year funding may not be available for an entire contract option period.

In the event of a continuing resolution, FAA will only be liable for an amount based on the time period specified by the continuing resolution. The amount of funds made available by the continuing resolution will be specified by subsequent modification. If the contractor provides services in excess of the funded amount or beyond the covered period, the contractor does so at its own risk.

(End of Clause)

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

(a) Definitions. As used in this clause—

(1) “Contract financing” is a contractual authorization for payments to a contractor prior to acceptance of products or services by FAA.

(2) “Payment request” means a bill, voucher, invoice, or request for contract financing payment or invoice payment with associated supporting documentation. The payment request must comply with the requirements identified in this clause, and the applicable

Payment clause and invoicing requirements included in this contract

(3) “Electronic form” means an automated system transmitting information electronically according to the accepted electronic data transmission methods and formats identified in

I-16 paragraph (c) of this clause. Facsimile, email, and scanned documents are not acceptable electronic forms for submission of payment requests.

(4) “Invoice payment” means a Government disbursement of monies to a Contractor under a contract or other authorization for supplies or services accepted by the Government. This includes payments for partial deliveries that have been accepted by the Government, final payments under T&M and labor-hour contracts, and final cost or fee payments where amounts owed have been settled between the Government and the Contractor.

(b) Electronic payment requests. Except as provided in paragraph (f) of this clause, the contractor must submit payment requests in electronic form. Purchases paid with a

Government purchase card are considered to be an electronic transaction for purposes of this rule, and therefore no additional electronic invoice submission is required.

(c) The Federal Aviation Administration utilizes the Delphi eInvoicing web-portal for processing invoices. Contractors submitting invoices are required to submit invoices via the Delphi eInvoicing web portal which is accessed and authenticated via www.login.gov

(d) In order to receive payment and in accordance with prompt payment standards, contractors must submit a proper invoice. All invoices submitted as attachments in the Delphi eInvoicing web-portal must contain the following:

(1) Invoice number and invoice date.

(2) Period of performance covered by invoice.

(3) Contract number and title.

(4) Task/Delivery Order number and title (if applicable).

(5) Amount billed (by CLIN), current and cumulative.

(6) Total ($) of billing.

(7) Cumulative total billed for all contract work to date.

(8) Name, title, phone number, mailing address, and email address (if available) of person to be contacted in the event of a defective invoice.

If the contract includes allowances for travel, all invoices which include charges pertaining to travel expenses will catalog a breakdown of reimbursable expenses with the appropriate receipts to substantiate the travel expenses.

(e) Payment system registration. All persons accessing the Delphi eInvoicing web-portal will be required to have their own unique user Delphi eInvoicing ID and password and be credentialed through login.gov.

(1) Electronic authentication. See www.login.gov for instructions. Click on the following link for instructions on establishing a login.gov account: https://login.gov/help/creating-an-account/how-do-i-create-an-account-with-logingov/.

(2) To create a login.gov account, the user will need a valid email address and a working phone number. The user will create a password and then login.gov will reply with an email confirming the email address.

(3) DELPHI registration instructions. New users should request access to Delphi eInvoicing by sending an email to 9-AMC-FAA-iSupplier@faa.gov. Once access is granted, users should navigate to http://einvoice.esc.gov to activate the account. Users are required to log in every 45 days to keep it active.

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(4) Training on DELPHI. To facilitate use of DELPHI, comprehensive user information is available at http://einvoice.esc.gov

(5) Account Management. Contractors are responsible to contact the DELPHI Help Desk when their firm’s points of contacts will no longer be submitting invoices so they can be removed from the system. Instructions for contacting the DELPHI Help D can be found at http://einvoice.esc.gov

(f) Waivers: If the contractor does not believe electronic invoicing can be used if they are awarded this contract, the contractor must respond accordingly to 3.3.1-41 “Electronic

Invoicing-Representation”. Waiver requests must be approved by the FAA and DOT and will be processed expeditiously upon contract award. If the waiver request is not approved, the contractor must use electronic invoicing consistent with this clause. If the waiver request is approved, conversion to electronic invoicing at a later date may be required. While the waiver is in effect, the current invoicing process must be used per AMS Guidance

T3.3.1A.14 and the terms of the contract. The decision regarding a waiver request is not subject to the “Contract Disputes” clause AMS 3.9.1-1.

(End of Clause)

3.6.2-14 Employment Reports on Veterans (April 2022)

(a) Unless the contractor is a State or local government agency, the contractor must report at least annually, as required by the Secretary of Labor, on:

(1) The total number of employees in the contractor's workforce, by job category and hiring location, who are protected veterans (i.e., active duty wartime or campaign badge veterans, Armed Forces service medal veterans, disabled veterans, and recently separated veterans),

(2) The total number of new employees hired during the period covered by the report, and of the total, the number of protected veterans; and

(3) The maximum number and minimum number of employees of the Contractor or subcontractor at each hiring location during the period covered by the report.

(b) The above items must be reported by completing the VETS-4212 “Federal Contractor

Veterans’ Employment Report” (see “VETS-4212 Federal Contractor Reporting” and “Filing

Your VETS-4212 Report” at http://www.dol.gov/vets/vets4212.htm).'

(c) The Contractor must submit VETS-4212 Reports no later than September 30 of each year.

(d) The employment activity report required by paragraphs (a)(2) and (a)(3) of this clause shall reflect total new hires, and maximum and minimum number of employees, during the most recent 12–month period preceding the ending date selected for the report. Contractors may select an ending date:

(1) As of the end of any pay period between July 1 and August 31 of the year the report is due; or

(2) As of December 31, if the Contractor has prior written approval from the Equal

Employment Opportunity Commission to do so for purposes of submitting the Employer

Information Report EEO-1 (Standard Form 100).

(e) The count of veterans reported must be based on data known to the contractor when completing the VETS-4212. The Contractor's knowledge of veterans status may be obtained

I-18 in a variety of ways, including an invitation to applicants to self-identify (in accordance with

41 CFR 60-300.42), voluntary self-disclosure by employees, or actual knowledge of veteran status by the contractor. This paragraph does not relieve the employer of liability for a determination under 38 U.S.C. 4212.

(f) Subcontracts. The Contractor must include the terms of this clause in every subcontract or purchase order of $150,000 or more unless exempted by rules, regulations, or orders of the

Secretary of Labor.

(End of clause)

3.6.2-41 Employment Eligibility Verification (July 2023)

(a) Definitions:

"Employee assigned to the contract" means an employee who was hired after November 6, 1986, who is directly performing work, in the United States, under a contract that is required to include the Employment Eligibility Verification clause. An employee is not considered to be directly performing work under a contract if the employee--

(1) Normally performs support work, such as indirect or overhead functions; and

(2) Does not perform any substantial duties applicable to the contract.

"Subcontract" means any contract entered into by a subcontractor to furnish supplies or services for performance of a prime contract or a subcontract. It includes but is not limited to purchase orders, and changes and modifications to purchase orders.

"Subcontractor" means any supplier, distributor, vendor, or firm that furnishes supplies or services to or for a prime Contractor or another subcontractor.

"United States", as defined in 8 U.S.C. 1101(a)(38), except as otherwise specifically provided (in this statute) means the 50 States, the District of Columbia, Puerto Rico, Guam, the U.S. Virgin

Islands, and the Commonwealth of the Northern Mariana Islands.

(b) Enrollment and verification requirements.

(1) If the Contractor is not enrolled as a Federal Contractor in Department of Homeland

Security's Employment Eligibility Verification system ("E-Verify") at time of contract award, the Contractor must--

i) Enroll. Enroll as a Federal Contractor in the E-Verify program within 30 calendar days of contract award;

ii) Verify all new employees. Within 90 calendar days of enrollment in the E-Verify program, begin to use E-Verify to initiate verification of employment eligibility of all new hires of the Contractor, who are working in the United States, whether or not assigned to the contract, within 3 business days after the date of hire (but see paragraph (b)(3) of this section); and

iii) Verify employees assigned to the contract. For each employee assigned to the contract, initiate verification within 90 calendar days after date of enrollment or

I-19 within 30 calendar days of the employee's assignment to the contract, whichever date is later

(but see paragraph (b)(4) of this section).

(2) If the Contractor is enrolled as a Federal Contractor in E-Verify at time of contract award, the Contractor must use E-Verify to initiate verification of employment eligibility of--

i) All new employees.

(A) Enrolled 90 calendar days or more.

The Contractor must initiate verification of all new hires of the Contractor, who are working in the United States, whether or not assigned to the contract, within 3 business days after the date of hire (but see paragraph (b)(3) of this section); or

(B) Enrolled less than 90 calendar days. Within 90 calendar days after enrollment as a

Federal Contractor in E-verify, the Contractor must initiate verification of all new hires of the Contractor, who are working in the United States, whether or not assigned to the contract, within 3 business days after the date of hire (but see paragraph (b)(3) of this section); or

ii) Employees assigned to the contract. For each employee assigned to the contract, the

Contractor must initiate verification within 90 calendar days after date of contract award or within 30 calendar days after assignment to the contract, whichever date is later (but see paragraph (b)(4) of this section).

(3) If the Contractor is an institution of higher education (as defined at 20 U.S.C. 1001(a)); a

State or local government or the government of a Federally recognized Indian tribe; or a surety performing under a takeover agreement…