693KA8-24-R-00012 - Section I.pdf

693KA8-24-R-00012

PART II – CONTRACT CLAUSES

SECTION I – CONTRACT CLAUSES

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

REFERENCE (JUL 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 Offeror’s and contractors may obtain the full text via Internet at: https://fast.faa.gov/contractclauses.cfm.

CLAUSES INCORPORATED BY REFERENCE

3.1.7-1 Exclusion from Future Agency Contracts (Jul 2018) 3.1.7-2 Organizational Conflicts of Interest (Jan 2023) 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) 3.2.1.5-4 Continuity of Services - Mission Critical Contracts (Jan 2008) 3.2.2.3-8 Audit and Records (Jul 2010) 3.2.2.3-25 Price Reduction for Defective Certified Cost or Pricing Data (Apr 2024)

3.2.2.3-26 Price Reduction for Defective Certified Cost or Pricing Data – Modifications (Apr 2024)

3.2.2.3-27 Subcontractor Certified Cost or Pricing Data (Apr 2024) 3.2.2.3-29 Integrity of Unit Prices (Jul 2004) 3.2.2.3-30 Termination of Defined Benefit Pension Plans (Apr 2023) 3.2.2.3-33 Order of Precedence (Apr 2024)

3.2.2.3-36 Reversing or Adjusting of Plans for Postretirement Benefits Other Than Pensions (PRB) (Apr 2023)

3.2.2.3-73 Shipping Spare Parts (Mar 2009) 3.2.2.3-74 Site And Depot Level Spare Parts (Jul 2004) 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) 3.2.2.8-1 Material Requirement (Oct 2019)

3.2.4-4 Fixed-Price Contracts with Economic Price Adjustment-Labor and Material (Oct 2019)

3.2.4-9 Cost Contract – No Fee (Oct 2019) 3.2.4-16 Alternate I Ordering (Oct 2019) 3.2.4-27 Limitation of Price and Contractor and Obligations (Oct 2019) 3.2.4-28 Cancellation of Items (Oct 2019) 3.2.5-1 Officials Not to Benefit (Apr 2021) https://fast.faa.gov/contractclauses.cfm

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3.2.5-3 Gratuities or Gifts (Oct 2019) 3.2.5-4 Contingent Fees (Oct 1996) 3.2.5-5 Anti-Kickback Procedures Act (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) 3.3.1-1 Payments (Jul 2018) 3.3.1-5 Payments under Time-and-Materials and Labor-Hour Contracts

(Oct 2021) 3.3.1-5 Alternate I

Payments under Time-and-Materials and Labor-Hour Contracts (Jul 2018)

3.3.1-6 Discounts for Prompt Payment (Jul 2018) 3.3.1-9 Interest (Apr 2023) 3.3.1-10 Availability of Funds (Apr 2014) 3.3.1-13 Limitation of Cost (Jul 2018) 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) 3.3.1-27 Invoices for Equipment Delivered (Oct 2023) 3.3.1-34 Payment by Electronic Funds Transfer/Central Contractor Registration

(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) 3.3.2-2 Reimbursement for Travel and Subsistence (Apr 2010) 3.4.1-7 Notice to Proceed (Oct 2019) 3.4.1-10 Insurance – Work on a Government Installation (Oct 2020) 3.4.1-11 Insurance – Liability to Third Persons (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) 3.5-10 Patent Rights--Ownership by the Contractor (Jan 2009) 3.6.1-3 Utilization of Small, Small Disadvantaged and Women-Owned, and

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)

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3.6.1-6 Liquidated Damages - Subcontracting Plan (Oct 2022) 3.6.1-7 Limitations on Subcontracting (Jul 2021) 3.6.1-11 Mentor Protégé Requirements and Evaluation (January 2024) 3.6.1-15 Post-Award Small Business Program Re-representation (Jul 2023) 3.6.2-1 Contract Work Hours and Safety Standards Act-Overtime Compensation

(Oct 2018) 3.6.2-2 Convict Labor (Apr 1996) 3.6.2-4 Walsh-Healy Public Contracts Act (Oct 2018) 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) 3.6.2-28 Service Contract Labor Standards (Jul 2023) 3.6.2-30 Fair Labor Standards Act and Service Contract Labor Standards – Price

Adjustment (Multiple Year and Option Contracts) (Jul 2023) 3.6.2-35 Prevention of Sexual Harassment (Jul 2023) 3.6.2-39 Trafficking in Persons (Jul 2023) 3.6.2-44 Notification of Employee Rights Under the National Labor Relations Act

(Jul 2023) 3.6.2-46 Paid Sick Leave Under Executive Order 13706 (Jul 2023) 3.6.2-47 Minimum Wages for Contractor Workers Under Executive Order 14026

(Jul 2023) 3.6.3-13 Affirmative Procurement of Recycled Content and Products under Service and Construction Contracts (Jan 2020) 3.6.3-14 Use of Environmentally Preferable Products (Jan 2020) 3.6.3-23 Delivery of Electronic and Paper Documents (Jan 2020) 3.6.4-5 FAA Buy American Preference - Steel and Manufactured Goods (Apr

2022) 3.6.4-8 Buy American Act – USMCA Implementation Act – Balance of Payments

Program (Jan 2024) 3.6.4-10 Restrictions on Certain Foreign Purchases (Jan 2010) 3.6.5-1 Utilization of Indian Organizations and Indian Owned Economic

Enterprises (Jan 2023) 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) 3.8.2-10 Protection of Government Buildings, Equipment, and Vegetation (Jul

2019) 3.8.9-2 Prohibition on Contracting for Certain Telecommunications and Video

Surveillance Services or Equipment (Jul 2023) 3.9.1-2 Protest after Award (Aug 1997) 3.10.1-1 Notice of Intent to Disallow Costs (Apr 1996) 3.10.1-2 Production Progress Reports (Apr 1996) 3.10.1-3 Penalties for Unallowable Costs (Oct 1996) 3.10.1-7 Bankruptcy (Apr 1996)

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3.10.1-12 Changes—Fixed-Price (Apr 1996) 3.10.1-13 Changes - Cost-Reimbursement (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)

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

(Apr 1996) 3.10.3-2 Government Property – Basic Clause (Apr 2022) 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) 3.10.6-3 Termination (Cost-Reimbursement) (Jan 2020) 3.10.6-3 Alternate IV

Termination (Cost-Reimbursement) (Jan 2015)

3.10.6-4 Default (Fixed-Price Supply and Service) (Jan 2020) 3.10.6-7 Excusable Delays (Oct 1996) 3.10.7-1 Alternate I

Indemnification under Public Law 85-804 (Apr 1996)

3.13-10 Contractor Attendance at FAA Sponsored Training (Jan 2003) 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)

I.2 CLAUSES AND PROVISIONS INCORPORATED IN FULL TEXT

3.1.7-6 DISCLOSURE OF CERTAIN EMPLOYEE RELATIONSHIPS (APR 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

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(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:

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[ ] 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) 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.

3.2.1.3-2 RIGHT OF FIRST REFUSAL OF EMPLOYMENT (OCT 2019)

(a) The Contractor must give Government employees who have been or will be adversely affected or separated as a result of award of this contract the right of first refusal for employment openings under the contract in positions for which they are qualified, if that employment is consistent with post-Government employment conflict of interest standards.

(b) Within ninety (90) days after contract award, the Contracting Officer will provide to the Contractor a list of all Government employees who have been or will be adversely affected or separated as a result of award of this contract.

(c) The Contractor must report to the Contracting Officer the names of individuals identified on the list who are hired within 90 days after contract performance begins. This report must be forwarded within 120 days after contract performance begins.

3.2.2.3-28 SUBCONTRACTOR CERTIFIED COST OR PRICING DATA –

MODIFICATIONS (APR 2024)

(a) Unless the award is based on price competition, catalog or market price, or prices set by law or regulation, before awarding any subcontract, on the date of agreement on price or the date of

I-7 award, whichever is later; or before pricing any subcontract modification the Contractor must require the subcontractor to submit certified cost or pricing data (actually or by specific identification in writing), in accordance with the instructions at AMS Guidance T3.2.3.G.1.

(b) The Contractor must require the subcontractor to certify that, to the best of its knowledge and belief, the data submitted under paragraph (a) of this clause were accurate, complete, and current as of the date of agreement on the negotiated price of the subcontract or subcontract modification.

(c) The Contractor must insert the substance of this clause, including this paragraph (c), in each subcontract on the date of agreement on price or the date of award, whichever is later.

3.2.2.3-37 NOTIFICATION OF OWNERSHIP CHANGES (APR 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.

3.2.2.3-38 REQUIREMENTS FOR CERTIFIED COST OR PRICING DATA OR DATA

OTHER THAN CERTIFIED COST OR PRICING DATA (JAN 2022)

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

(1) In lieu of submitting certified cost or pricing data, offerors 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

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(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) Commercial item exception. For a commercial item exception, the offeror shall submit, at a minimum, information on prices at which the same item or similar items have previously been sold in the commercial market that is adequate for evaluating the reasonableness of the price for this acquisition. Such information must include-

(A) 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 how the proposed price relates to the price of recent sales in quantities similar to the proposed quantities;

(B) 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; or

(C) 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 offeror 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 provision, 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 offeror’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.

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(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.

3.2.2.3-39 REQUIREMENTS FOR CERTIFIED COST OR PRICING DATA OR DATA

OTHER THAN CERTIFIED COST OR PRICING DATA – MODIFICATIONS (JAN 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:

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(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 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."

3.2.2.8-8 LIQUIDATED DAMAGES - SUPPLIES, SERVICES, OR RESEARCH AND

DEVELOPMENT (OCT 2019)

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(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 $______________ per calendar day of delay Contracting Officer insert amount

(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 (OCT 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-

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(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.

(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

I-13 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.

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(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:

(i) The contract is physically complete;

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(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-

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(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.

3.2.4-16 ORDERING (OCT 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 ________ through ________ [CO to insert dates].

(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.

3.2.4-17 ORDER LIMITATIONS (OCT 2019)

(a) Minimum order. When the Government requires supplies or services covered by this contract in an amount of less than ten thousand dollars ($10,000.00), 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 $200,000,000;

(2) Any order for a combination of items in excess of $200,000,000; or

(3) A series of orders from the same ordering office within 14 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.

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(d) Notwithstanding paragraphs (b) and (c) above, the Contractor must honor any order exceeding the maximum order limitations in paragraph (b), unless that order (or orders) is returned to the ordering office within 14 days after issuance, with written notice stating the Contractor's intent not to ship the item (or items) called for and the reasons. Upon receiving this notice, the Government may acquire the supplies or services from another source

3.2.4-20 INDEFINITE QUANTITY (OCT 2019)

(a) This is an indefinite-quantity contract for the supplies or services specified, and effective for the period stated, in the Schedule. The quantities of supplies and services specified in the Schedule are estimates only and are not purchased by this contract.

(b) Delivery or performance must be made only as authorized by orders issued in accordance with the "Ordering" clause. The Contractor must furnish to the Government, when and if ordered, the supplies or services specified in the Schedule up to and including the quantity designated in the Schedule as the maximum. The Government will order at least the quantity of supplies or services designated in the Schedule as the minimum.

(c) Except for any limitations on quantities in the "Order Limitations" clause or in the Schedule, there is no limit on the number of orders that may be issued. The Government may issue orders requiring delivery to multiple destinations or performance at multiple locations.

(d) Any order issued during the effective period of this contract and not completed within that period must be completed by the Contractor within the time specified in the order. The contract must govern the Contractor's and Government's rights and obligations with respect to that order to the same extent as if the order were completed during the contract's effective period; provided, that the Contractor must not be required to make any deliveries under this contract after ______ [CO to insert date].

3.2.4-32 OPTION FOR INCREASED QUANTITY (OCT 2019)

The Government may increase the quantity of supplies called for in the Schedule at the unit price specified. The Contracting Officer may exercise the option by written notice to the Contractor within _____ [CO to insert in the clause the period of time in which the Contracting Officer has to exercise the option]. Delivery of the added items must continue at the rate as the like items called for under the contract, unless the parties otherwise agree.

3.2.4-33 OPTION FOR INCREASED QUANTITY – SEPARATELY PRICED LINE ITEMS

(OCT 2019)

The Government may require the delivery of the numbered line item, identified in the Schedule as an option item, in the quantity and at the price stated in the Schedule. The Contracting Officer may exercise the option by written notice to the Contractor within twenty (20) days. Delivery of added

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3.2.4-34 OPTION TO EXTEND SERVICES (OCT 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 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.

3.2.4-35 OPTION TO EXTEND THE TERM OF THE CONTRACT (JUL 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 fourteen (14) 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 six (6) months (months) ten (10) years.

3.3.1-11 AVAILABILITY OF FUNDS FOR THE NEXT FISCAL YEAR (APR 1996)

Funds are not presently available for performance under this contract beyond -----. 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 -----, 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.

3.3.1-33 SYSTEM FOR AWARD MANAGEMENT (JAN 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.

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"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 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

I-20 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

(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.

(ii) 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…