APCS SIR Sect H.docx

Contents

H-17

TYPE OF CONTRACT

This is a hybrid indefinite-delivery, indefinite-quantity (IDIQ) contract with a combination of Firm-Fixed-Price (FFP) and Time & Materials/Labor Hour (T&M/LH) contract line item numbers (CLINs). Delivery Orders (DOs), Task Orders (TOs), and Work Orders (WOs) will be issued IAW Section G.13.

NORTH AMERICAN INDUSTRY CLASSIFICATION SYSTEM

The North American Industry Classification System (NAICS) Code is 334210 – Telephone Apparatus Manufacturing.

AMS 3.1.9-1 ELECTRONIC COMMERCE and SIGNATURE (July 2020) The Electronic Signatures in Global and National Commerce Act (E-SIGN) establishes a legal equivalence between:

1. Contracts written on paper and contracts in electronic form;

2. Pen-and-ink signatures and electronic signatures; and

3. Other legally-required written records and the same information in electronic form.

With the submission of an offer, the Offeror acknowledges and accepts the utilization of electronic commerce as part of the requirements of this solicitation and the resultant Contract.

Certain documents may need to be provided or maintained in original form, such as large-scale drawings impractical to convert to electronic format or a document with a raised seal signifying authenticity. This clause does not change or affect any other requirements that a document must be in paper format to satisfy legal requirements, such as for certain real estate transactions.

The use of electronic signature technology is authorized under this solicitation and the resulting Contract.

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

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

(End of Clause) AMS 3.2.2.3-33 ORDER OF PRECEDENCE (March 2009) (Modified) The order of precedence is:

1. The schedule (excluding the specifications);

Contract clauses;

Representations;

Other documents, exhibits, and attachments;

The specifications; and The drawings.

(End of Clause) NOTE: Any inconsistency in this solicitation or Contract must be resolved by giving precedence in the above order. This statement has the same force and effect as if it were part of the clause above.

AMS 3.8.2-17 KEY PERSONNEL and facilities (JULY 2019)

a) The personnel and/or facilities as specified below are considered essential to the work being performed hereunder and may, with the consent of the contracting parties, be changed from time to time during the course of the Contract.

1. Prior to removing, replacing, or diverting any of the specified personnel and/or facilities, the Contractor must notify in writing and receive consent from the Contracting Officer reasonably in advance of the action and must submit justification (including proposed substitutions) in sufficient detail to permit evaluation of the impact on this Contract.

No diversion will be made by the Contractor without the written consent of the Contracting Officer.

The key personnel and phone number under this Contract are:

Program Manager

Deputy Program Manager

Chief Systems Engineer

Lead Software Engineer

System Security Manager

Test and Evaluation Manager

Quality Control Manager

Deployment Manager

Production Manager

Integrated Logistics Manager

Training Development Lead

The Contractor agrees that the Key Personnel must be assigned to the performance of this Contract and must not be removed from the Contract or otherwise replaced unless authorized in accordance with this clause (including H.5.1).

Substitution of Key Personnel The following instructions address the procedures for substituting key personnel:

1. No substitution must be made by the Contractor without the expressed prior written consent of the FAA Contracting Officer (CO). Any substitutions or additions are subject to the terms and conditions of this Contract.

1. During the first twelve (12) months of contract performance, no key personnel substitution is permitted except in the event of disabling illness, death, disciplinary action, demotion, bona-fide promotion, or termination of employment. The CO may consider substitutions on a case-by-case basis. At least thirty (30) business days before the Contractor seeks to make a substitution or addition, it must promptly notify the CO and provide the information required by Paragraph (c) below.

All requests for substitutions or additions must provide the grounds for, and a detailed explanation of, the circumstances requiring the proposed substitution or addition. The Contractor must also provide a complete resume for each proposed substitute or addition. The CO may request other information necessary to make a determination on a request. The CO will allow substitutions, if in the CO’s discretion, the proposed substitute possesses qualifications equal or higher than those of the key personnel to be replaced. Additional Key Personnel positions will be authorized and approved if, in the judgment of the CO, in consultation with the Program Office, such personnel are essential for successful accomplishment of the work required under this Contract.

LABOR CATEGORY QUALIFICATION WAIVERS

1. The Contractor may petition the Contracting Officer, any time after award but not sooner than six (6) months after contract award, and request a waiver for any of the minimum requirements for an individual to be qualified for a specific labor category included in the Contract. Labor category qualifications are provided in Section B, Attachment A.

The waiver must provide the individual’s name and work location, the proposed labor category for which the waiver is requested, and the proposed effective date of the request. It should also contain a full justification as to why the minimum requirements should be waived and the benefit to the FAA as a result of waiver approval.

The Contractor must propose a discount to the direct labor rate for all requested waivers. The request must indicate whether the individual will work in another labor category on the Contract to which they qualify if the waiver is not approved.

Normally waivers will be processed within 15 business days of submission. Requests for approval of waivers must be approved by the COR and Contracting Officer.

AMS 3.13-15 CONFIDENTIALITY OF DATA AND INFORMATION (November 2016)

1. In performance of this Contract, the Contractor and any of its subcontractors, may need access to and use various data and information in the possession of the Government. This data and information may have been obtained under conditions which restrict the Government’s right to use and disclose this data and information or which may be adverse to the interests of the Government or other parties if it is disseminated or used in a capacity other than in performance of this Contract. Therefore, the Contractor and its subcontractors agree to abide by any restrictive use conditions on such data and not to:

1. Knowingly disclose such data and information to others without written authorization from the Contracting Officer, unless it is already publicly available; or

2. Use for any purpose other than the performance of this Contract any data or information which bears a restrictive marking or legend which the Contractor has gained access to through the performance of this Contract, or information that should be marked according to FAA Order 1600.75 Protecting Sensitive Unclassified Information (SUI). For the sole purpose of this clause, ”information“ means any communication or representation of knowledge such as facts, data, or opinions in any medium or form, including textual, numerical, graphic, cartographic, narrative, or visual form.

In the event the work required to be performed under this Contract requires access to proprietary data and information of other companies, the Contractor must obtain agreement from such other companies for such use unless such data are provided or made available to the Contractor by the Government. Two copies of such company-to-company agreements must be furnished promptly to the Contracting Officer for information only. These agreements must prescribe the scope of authorized use and disclosure of the proprietary data and information as well as any other terms and conditions to be agreed upon between the parties thereto. It is agreed by the Contractor that any such data or information, whether obtained by the Contractor pursuant to the aforesaid agreement or from the Government, must be protected from unauthorized use by or unauthorized disclosure to any individual, corporation, or organization so long as it remains proprietary.

The Contractor agrees to conduct formal training to make employees aware of the requirement to maintain confidentiality of data and information as required above. The Contractor must obtain from each employee in connection with this Contract a signed Non-Disclosure Agreement. This agreement must provide that the employee will not, during employment or anytime thereafter, disclose or use for current or future benefit of any party any of the data (to include any form of Sensitive Unclassified Information (SUI) described in FAA Order 1600.75) or information not publicly available received in connection with the work under the Contract.

The Contractor agrees to hold the Government harmless and indemnify the Government as to any cost/loss resulting from the unauthorized use or disclosure of third party data or software by the Contractor, its employees, subcontractors, or agents.

The Contractor agrees to include the substance of this clause in all subcontracts at all tiers awarded under this Contract. The Contracting Officer will consider case-by-case exceptions to this requirement for individual subcontracts in the event that:

3. The Contractor considers this clause to be inappropriate and unnecessary in the case of a particular subcontract;

4. 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;

5. Use of an alternate subcontract source would unreasonably detract from the quality of effort; and

6. The Contractor provides the Contracting Officer timely written advance notice of these and any other extenuating circumstances.

Except as the Contracting Officer specifically authorizes in writing, upon completion of all work under this Contract, the Contractor must return all such data and information described above obtained from the Government, including all copies, modifications, adaptations, or combinations thereof, to the Contracting Officer. Data obtained from another company must be disposed of in accordance with the Contractor’s agreement with that company, or if the agreement makes no provision for disposition, must be returned to that company. The Contractor must further certify in writing to the CO that all copies, modifications, adaptations, or combinations of such data or information which cannot reasonably be returned to the Contracting Officer (or to the appropriate company), have been deleted from the Contractor’s (and any subcontractor’s) records and destroyed. The FAA reserves the right to audit the deletion. The FAA must provide notice of the audit 10 calendar days prior to the audit.

These restrictions do not limit the Contractor’s (or subcontractor’s) right to use and disclose any data and information obtained from another source without restriction.

(End of clause)

INCORPORATION OF REFERENCED DOCUMENTS

All specifications, exhibits, drawings, or other documents referred to in this Contract, whether or not identified in Section J, are hereby incorporated by reference into this Contract.

INCORPORATION OF REPRESENTATIONS AND CERTIFICATIONS BY REFERENCE

All representations, certifications, and other written statements made by the Contractor in response to the SIR, incident to the award of this Contract or modification of this Contract, are hereby incorporated by reference into this Contract with the same force and effect as if they were given in full text herein. Section K certifications are incorporated as an attachment in Section J.

RESPONSIBILITY FOR PERFORMANCE

1. The Prime Contractor is responsible for ensuring that all services are performed in compliance with the terms and conditions of the Contract.

The Prime Contractor is responsible for ensuring compliance by all teammates, subcontractors, vendors, or suppliers of all terms and conditions of the Contract and all contract-specific requirements.

SUBCONTRACT FLOW DOWN REQUIREMENTS

1. Prior to entering into any subcontracts for work pertaining to the requirements of this Contract, the Contractor must ensure that all subcontracts at all tiers include necessary flow down provisions as specified in the individual clauses.

The Prime Contractor must flow-down all applicable contract-specific requirements to entities with which it enters into formal agreements to obtain services and products used to provide the services, functions, and capabilities ordered by the FAA under this Contract. The Prime Contractor is ultimately responsible for the performance of all services, functions, and capabilities performed and provided under this Contract, including those provided by subcontractors

SOFTWARE LICENSES

1. The Contractor must ensure that any component requiring software licensing has the appropriate licensing at the time of delivery.

The Contractor must, for any component requiring software licensing, maintain the appropriate software licensing for the life cycle of the component.

The FAA must be designated as the holder of the software license.

Any deviation from this clause must be specifically addressed in writing and agreed to by the Contracting Officer.

MODIFICATION OF CONTRACT DATA REQUIREMENTS LISTS (CDRLs)

1. The Contracting Officer may unilaterally change the place of delivery for any contract data requirement list (CDRL) item hereto, at no change in contract price, notwithstanding the provisions of the clause in Section I entitled “Changes.”

From time to time during the performance of this Contract, the Contracting Officer may unilaterally increase or decrease the number of copies (regular. electronic, or reproducible) specified for any data item of the CDRL hereto, at no change in price provided that the increase in the total number of copies (regular, electronic or reproducible) for an individual line item of data must not be greater than fifty percent (50%) of the total number of copies (regular or reproducible) initially specified in the CDRL, nor must the decrease in the total number of copies (regular, electronic or reproducible) for an individual item of data be greater than fifty percent (50%) of the total number of copies (regular or reproducible) initially specified in the CDRL. In the event of an increase greater than such 50% or a decrease greater than 50%, the parties will negotiate an equitable adjustment in accordance with the procedures of the “Changes” clause.

From time to time during the performance of this Contract, the Contracting Officer may unilaterally make other administrative and clarification changes to the CDRL hereto, and the contract price will constitute full satisfaction of any entitlement of equitable adjustment under the “Changes” clause provided the Contractor agrees to accept such change at no change in the contract price.

Unilateral action pursuant to the sub-paragraphs above shall be by the issuance of a Contracting Officer’s letter, message, or contract modification which will reference this paragraph as its authority. Any change pursuant to (c) above that impacts the contract price must not be acted upon by the Contractor but must require notification of the estimated impact to the Contracting Officer.

FEDERAL HOLIDAYS OBSERVED

1. The Contractor may observe Federal Holidays IAW 5 U.S.C. 6103.

1. When one of the above designated holidays falls on a Sunday, the following Monday will be observed as a legal holiday. When a legal holiday falls on a Saturday, the preceding Friday is observed as a holiday. Observance of such days by Government personnel must not be cause for additional period of performance or entitlement to compensation except as set forth in the contract. If the contractor's personnel work on a holiday, no form of holiday or other premium compensation will be reimbursed either as a direct or indirect cost, unless authorized by the Contracting Officer pursuant to 3.6.2-1 Contract Work Hours and Safety Standards Act-Overtime Compensation (October 2018).

MORATORIUM RESTRICTIONS

1. The Contractor must not schedule or perform any installation or other potentially disruptive activities at FAA operational facilities during FAA Moratoriums. Moratoriums occur annually during the following time periods:

Friday (12:01 AM local time) preceding Thanksgiving Day through Monday (11:59 PM local time) after Thanksgiving Day.

Friday (12:01 AM local time) preceding Christmas Day through Monday (11:59 PM local time) after New Year’s Day.

1. FAA may institute moratoriums for other special events. The FAA will notify the Contractor of additional moratoriums as soon as they are issued.

1. The Contractor must ensure that the provisions of this clause are included in all subcontracts at all tiers.

DISCLOSURE OF FAA INFORMATION

1. Work performed under this Contract may involve access to information, including specifications, price estimates, and other sensitive data. Consequently, the Contractor (including individual employees. officers, agents, or representatives thereof) must not release or communicate, except as required by law or regulations, such information, including any news release, public announcement, or advertising material concerned with this Contract, unless authorized in writing by the Contracting Officer.

1. Any Federal Aviation Administration information made available must be used only to carry out the provisions of this Contract and must not be divulged or made known in any manner to any person except as may be necessary for the performance of the Contract.

1. In the performance of this Contract, the Contractor agrees to assume responsibility for the protection of the confidentiality of FAA records and that all work must be performed under the supervision of the Contractor or the Contractor’s responsible employees.

1. Each officer employee, agent, representative, or subcontractor of the Contractor to whom the information may be made available or disclosed must agree in writing that information disclosed to such person can be used only for a purpose and to the extent authorized herein, and acknowledge in writing that further disclosure of any such information, by any means, for a purpose or to an extent unauthorized herein, may subject the offender to criminal sanctions imposed by 18 U.S.C. 641. This section provides, in pertinent part, that whoever knowingly converts to their use or the use of another, without authority, sells, conveys, or disposes of any record of the United States or whoever receives the same with intent to convert it to their use or gain, knowing it to have been converted, shall be guilty of a crime punishable by a fine of up to $10,000, or imprisoned up to ten years, or both.

1. The Contractor must ensure that the provisions of this clause are included in all subcontracts at all tiers.

reserved CONTRACTOR PRESS RELEASES, ADVERTISING, and other dissemination of contract information

1. The Contractor, as used in this clause, includes individual employees, officers, agents, and other representatives thereof and subcontractors.

1. The Contractor must not issue press releases nor publish, permit to be published, or distribute for public consumption any advertising based on award of, or performance under, this Contract, without the prior written consent of the Contracting Officer. (Two copies of any material proposed to be published or distributed must be submitted to the Contracting Officer.) The Contractor is expressly prohibited, hereunder, from representing the Contract award or performance under this Contract as FAA endorsement of its product.

1. The Contractor must not publish, permit to be published, or distribute for public consumption any information, oral or written, concerning the results or conclusions made pursuant to the performance of this Contract without the prior written consent of the Contracting Officer. This statement includes seminars, professional society meetings/conferences, and meetings with foreign dignitaries, both Government and the private sector. Two copies of any material proposed to be published or distributed must be submitted to the Contracting Officer. The following schedule is established as a guideline when requesting consent (business days):

Written information - 15 days Oral information - 15 days Congressional information - 10 days

1. Any Contractor proposals for prospective work, exclusive of this Contract, for which the Contractor may employ information generated in the performance of this Contract, the Contractor is required only to notify the Contracting Officer of its intent to submit a proposal. Such notification must include a brief description of the requirement for which the Contractor is proposing and indicate the Government or business entity to which the proposal is being submitted.

1. The Contractor must ensure that the provisions of this clause are included in all subcontracts at all tiers.

COMMERCIAL UPGRADE PROGRAM (TECHNICAL REFRESH)

1. Commercial hardware/software upgrades and updates that are introduced into the production flow on an ongoing basis to maintain technical currency will be incorporated into new FAA systems at no cost to the FAA.

1. Commercial hardware/software upgrades and updates introduced into the production flow must also be offered for retrofit into already fielded FAA systems. Hardware upgrades must be interchangeable with fielded systems following guidance in MIL-HDBK-470A Section 4.3.1.10.2. Software upgrades must be backward compatible with fielded systems in a like manner.

1. The Contractor must obtain FAA approval through the APC System Configuration Control process prior to initiating any upgrades or updates regardless of whether they can be performed at no cost to the FAA.

WARRANTY

Definitions

1. “Acceptance,” as used in this clause, means the act of an authorized representative of the FAA by which the FAA assumes for itself, or as an agent of another, ownership of existing and identified supplies, or approves specific services rendered, as a partial or complete performance of the Contract.

1. “Correction,” as used in this clause, means the elimination of a defect.

1. “Supplies,” as used in this clause, means the end items furnished by the Contractor and related services required under this Contract. The word does not include “data.”

1. “First Use,” as used in this clause, means the date that supplies have been placed in operational use for the first time at a specified remote site.

1. “APC System,” as used in this clause, means all supplies furnished under this Contract. This includes COTS items provided with or without OEM pass-through warranties or manufacturer warranties, APC System General Warranty Provisions

1. The Contractor warrants and implies that the items supplied as part of Contractor Depot Logistics Support (CDLS) to be free from defects in material and workmanship and will perform as intended for a period of time of one (1) year from the time of FAA acceptance of the item.

1. The CDLS Warranty is secondary to the base APC System warranty (meaning, as applicable, the warranty referenced in H.20.3 or H.20.4, including as extended at the option of the FAA under H.20.3(c) or H.20.4(c)), which must remain in effect until expired regardless of repair actions.

1. In addition to the warranty provided under this Section H.20.2, the Contractor must administer APC System OEM pass-through warranties for COTS equipment (also known as “manufacturer’s warranties”). The Contractor will do all things reasonably necessary to ensure that the FAA obtains the benefit of any OEM pass-through or manufacturer’s warranty during the period of time for which the OEM or manufacturer’s warranty applies under its terms.

1. The Contractor must maintain an APC System OEM or manufacturer’s equipment warranty database with sufficient information to administer OEM or manufacturer’s equipment warranties.

1. When supplies are returned to the Contractor, the Contractor must bear the transportation costs from the place of delivery specified in the Contract (irrespective of the f.o.b. point or the point of acceptance) to the Contractor’s plant and return.

1. The Contractor is not obligated to correct or replace supplies if the facilities, tooling, drawings, or other equipment or supplies necessary to accomplish the correction or replacement have been made unavailable to the Contractor by action of the FAA. In the event that correction or replacement has been directed, the Contractor must promptly notify the Contracting Officer, in writing, of the non-availability.

APC System Warranty Excluding Remote APCs (R-APCs)

1. With the exception of the R-APCs, which are addressed under sub-paragraph H.20.4, the Contractor warrants that for one year after FAA acceptance, all supplies furnished under this Contract will be free from defects in material and workmanship and will conform with all requirements of this Contract; provided, however, that with respect to FAA-furnished property, the Contractor’s warranty must extend only to its proper installation, unless the Contractor performs some modification or other work on the property, in which case the Contractor’s warranty must extend to the modification or other work.

1. Any supplies or parts thereof corrected or furnished in replacement must be subject to the conditions of this clause to the same extent as supplies initially delivered. This warranty must be equal in duration to that set forth in paragraph H.20.3a of this clause and must run from the date of delivery of the corrected or replaced supplies.

1. As ordered by the FAA, upon expiration of the warranty described in this Section H.20.3, the Contractor must extend and continue the warranty, on identical terms, until discontinued by the FAA or the end of the contract, whichever occurs first.

Remote APC (R-APC) Warranty

1. The Contractor warrants that for one year after first use, all supplies furnished under this Contract to meet the R-APC requirements defined in Attachments J-1, APC System Specifications and Requirements, and J-2, APC Interface Requirements Documents, will be free from defects in material and workmanship and will conform with all requirements of this Contract; provided, however, that with respect to FAA-furnished property, the Contractor’s warranty must extend only to its proper installation, unless the Contractor performs some modification or other work on the property, in which case the Contractor’s warranty must extend to the modification or other work.

1. Any supplies or parts thereof corrected or furnished in replacement must be subject to the conditions of this clause to the same extent as supplies initially delivered. This warranty must be equal in duration to that set forth in paragraph H.20.4a of this clause and must run from the date of delivery of the corrected or replaced supplies.

1. As ordered by the FAA, upon expiration of the warranty described in this Section H.20.4, the Contractor must extend and continue the warranty, on identical terms, until discontinued by the FAA or the end of the contract, whichever occurs first.

SUBSTITUTION OF CONTRACTOR SUPPLIED EQUIPMENT

1. The Contractor must notify the FAA and obtain written approval prior to substituting any components for production systems and spares in the APC System solution. The FAA may allow equipment substitutions when, in the opinion of the Contracting Officer, it is in the FAA’s best interest to do so. The FAA reserves the right to accept or reject proposed substitutions. Substitutions are defined as:

1. Prior to the Physical and Functional Baseline Establishment: Any change to an item from the Contractor’s Consolidated Hardware/Software List.

2. After Physical and Functional Baseline Establishment: Any change from the physical and functional baseline.

3. Prior to Physical and Functional Baseline Establishment, the Contractor must submit a written proposal to the Contracting Officer describing any substituted items it is offering, or the Contractor’s manufacturer or subcontractor is offering to any of its commercial or FAA customers based on technology upgrades, supportability considerations, technical problem resolution or other business considerations.

4. After Physical and Function Establishment, the Contractor must submit an Engineering Change Proposal in accordance with the requirements in the Statement of Work Section C.4.9.5.3.

Minimum Qualifications for Acceptance of Substitution:

5. The substitute item must meet or exceed all the requirements and specifications of this solicitation.

6. Any substitute item must be fully compatible with all APC System components and interfaces installed at the time the substitute is proposed for use.

7. The substitute item must have capacity and performance characteristics equal to or better than those of the component it is to replace.

8. The substitute item must offer the same or increased function as the item it is to replace.

9. The price of the item must be equal to or less than the price of the item it is to replace. If the price of the item is more than the item it is to replace, the Contractor must provide justification for why the higher-priced item is more cost-effective (e.g., higher-priced items bring additional benefit to the FAA.)

To propose a substitute item, the Contractor must submit a written proposal to the Contracting Officer, addressing each of the applicable requirements in the specification and any other attributes of the substitute item of which the FAA should be aware. The proposal must include at a minimum a description of the change, any cost impact (negative or positive) due to the change, an implementation strategy, and any proposed retrofits.

If requested by the FAA, the Contractor must test the substituted item to verify it meets the contract requirements prior to accepting the substitution.

All substitutions are subject to the FAA’s prior written approval.

SUPPORT CONTRACTORS

1. The FAA plans to use support contractors for services to assist in technical reviews of the efforts and products of the Contractor under this Contract. Employees of these support contractors may attend meetings between the Contractor and the FAA, observe and participate with FAA personnel in function and performance tests, and have access to the Contractor’s facilities related to any effort under this Contract. However, no support contractor has the authority to issue directions to the Contractor or to change the Contract.

The Contractor agrees to cooperate with support contractor personnel by engaging in technical discussions and permitting access to information and data relating to technical matters concerning this Contract (including cost and schedule information) to the same degree such access is accorded FAA personnel.

The Contractor must ensure that the provisions of this clause are included in all subcontracts at all tiers.

INVOICE RECONCILIATION

The FAA may use the services of a contractor to assist the FAA with the reconciliation of invoices submitted by the APC System Prime Contractor. The APC System Prime Contractor must cooperate fully and completely with this Contractor in the execution of their responsibilities. Any Offeror or subcontractor for this Contract is excluded from providing invoice reconciliation services on this Contract.

PERSONAL SERVICES

1. Personal services are not allowed under this Contract.

No Contractor employees, agents, or representatives will be directly supervised by the FAA.

If the Contractor believes that any FAA action or communication has been given that would create a personal services relationship between the FAA and any Contractor employee, the Contractor must promptly notify the CO in writing.

The Contractor must not perform any inherently governmental actions under this Contract.

No Contractor employee will hold him or herself out as an FAA employee, agent, or representative.

No Contractor employees, agents, or representatives must state orally or in writing at any time that they are acting on behalf of the FAA.

In all communications with third parties in connection with this Contract, Contractor employees, agents, or representatives must identify themselves as Contractor employees, agents, or representatives and specify the name of the company for which they contract.

The Contractor employees, agents, or representatives must state that they have no authority to change the Contract.

The Contractor must ensure that all of its employees, agents, or representatives working on this Contract are informed of the substance of this clause.

Nothing in this clause limits the FAA’s right in any way under any other provision of the Contract, including those related to the FAA’s right to inspect or accept the services to be performed under this Contract.

The substance of this clause must be included in all subcontracts.

EXPORT CONTROLS

1. It is the intent of the parties to protect the transfer and disclosure of all technology and information used in the performance of this Contract. All parties agree that transfer and disclosure to foreign nationals and immigrant aliens of this technology and information may prove detrimental to the security of the United States of America and air traffic safety.

The Contractor must comply with all U.S. export control laws and regulations, including the Export Administration Regulations (EAR), 15 CFR Parts 730-799, and the International Traffic in Arms Regulations (ITAR), 22 CFR Parts 120-130, in the performance of this Contract. In the absence of available license exemptions/exceptions, the Contractor is responsible for obtaining the appropriate licenses or other approvals, if required, for exports of hardware, technical data, and software, or for the provision of technical assistance.

The Contractor is responsible for obtaining export licenses, if required, before utilizing foreign persons or entities in the performance of this Contract, regardless of the location at which the work is to be performed when the foreign person or entity will have access to export-controlled technical data or software.

The Contractor is responsible for all regulatory record-keeping requirements associated with the use of licenses and license exemptions/exceptions. Upon request, the Contractor must make copies of all export compliance records available to the Federal Aviation Administration.

The Contractor is responsible for ensuring that the provisions of this clause apply to its subsidiaries, subcontractors, and consultants helping to perform this Contract.

The Contractor must place on all documentation that may contain export-controlled technical data or software the following restrictive marking:

“This document may contain data whose export/ transfer/ disclosure is restricted by U.S. law or regulation, including the Export Administration Regulations (EAR), 15 CFR Parts 730-799 or the International Traffic in Arms Regulations (ITAR), 22 CFR Parts 120-130. Dissemination to non-U.S. persons, whether in the United States or abroad may require an export license or other authorization.”

ACCESS TO GOVERNMENT FACILITIES

1. Part of the effort to be performed under this Contract may be at facilities operated by the Federal Aviation Administration.

The Contractor will be granted ingress and egress at the specific site where the effort is to be accomplished. Access to the site must be coordinated with the COR.

While Contractor personnel are at FAA facilities, they are required to comply with all rules and regulations of the site, particularly in the areas of health and safety that are discussed during the pre-deployment telecon(s) and at the in-briefing at the sites. The site-specific rules and regulations will be provided at the initial in-briefing.

The facilities to which the Contractor has access at all times will be in the custody of the Federal Government and will not be considered “Government Property” “furnished to the Contractor.

The scheduling of access to FAA facilities will be under the control of the FAA. Facility availability will be scheduled to permit timely performance of contract requirements. However, Contractor personnel must be prepared to work outside the normal daytime shift if conditions at the facility so require.

The Contractor must require that all Contractor personnel who perform work at FAA facilities wear identification badges which clearly identify individuals as Contractor employees.

The FAA reserves the right to issue its own contractor identification badges. If FAA badges are required, they will be issued in accordance with FAA procedures.

If it is brought to the attention of the FAA that any Contractor or subcontractor employee working on this Contract does not meet the minimum work requirements, as defined in the CLINs, the Contractor will be advised in writing by the Contracting Officer, and access to FAA facilities may be denied for that employee.

Section H.29 Foreign Nationals as Contractor Employees sets forth the requirements under this Contract with respect to access to FAA facilities by contractor employees who are foreign nationals.

FEDERAL, STATE, LOCAL, AND FOREIGN TAXES

With respect to any “after-imposed tax” identified by the Contractor in accordance with the AMS clauses 3.4.2-6 and 3.4.2-8, incorporated by reference in Section I.1, the FAA will pay all Federal, state, and local taxes directly related to the delivery of the APC System provided under the APC System contract, with the following exceptions:

1. Taxes, fees, and surcharges from which the Federal Government is expressly exempt under the authorizing state statute, local ordinance, or foreign law; and Any state or local tax whose legal incidence is on the Federal Government.

When notifying the CO about “after-imposed taxes,” the Contractor must cite the applicable statute or ordinance and, upon request, provide to the CO copies of all statutes or ordinances imposing the new taxes ( “after-imposed taxes”).

The Contractor must provide to the FAA, on a semi-annual basis, an itemized list of taxes, fees, and surcharges that are included in its monthly invoices, including the name of each tax, jurisdiction by name, reference to the statutory source for the tax, and applicable tax rates. The Contractor is prohibited from placing a fee on separately invoiced taxes within the scope of this clause.

INTERPRETATION OF CONTRACT

This written Contract, executed modifications, and identified writings or documents incorporated by reference herein or physically attached hereto constitute the parties’ complete agreement. No other prior or contemporaneous agreements, written or oral, must be considered to change, modify, or contradict the agreement of the parties.

No oral statement of anyone, nor any written statement of anyone other than the CO or their designated authorized representative acting within the limits of the authority specified in such designation, may modify or otherwise affect any provision of this Contract. All requests for interpretation or modification of this Contract must be made in writing to the CO.

Any ambiguity in the Contract will not be strictly construed against the drafter of the contract language, but must be resolved by applying the most reasonable interpretation under the circumstances, giving full consideration to the intentions of the parties at the time of contracting.

If the Contractor believes the Contract contains any ambiguity, discrepancy, inconsistency, or conflict in or between the specifications and the applicable drawings or other documents incorporated by reference herein, the Contractor must bring the matter to the attention of the CO when identified. Failure to raise such issues within a reasonable timeframe may be deemed a waiver and release.

AMS 3.14-3 FOREIGN NATIONALS AS CONTRACTOR EMPLOYEES (MODIFIED)

1. Foreign National Contractor and Subcontractor Employees With No Access to FAA Facilities, Systems, Resources, or SUI. Foreign nationals working as FAA contractor or subcontractor employees under this contract at a U.S. location or at a location outside the U.S., who do not have access to FAA facilities, systems, resources, or sensitive unclassified information (SUI) are (i) not subject to investigative requirements and (ii) are exempt from the requirement to have resided in the U.S. for at least the last three years.

Determinations as to whether a position has access to FAA facilities, systems, resources, or SUI are made by the FAA in its sole discretion.

1. Foreign National Contractor and Subcontractor Employees With Access to FAA Facilities, Systems, Resources, or SUI.

1. Foreign National Contractor or Subcontractor Employees Working at U.S. Locations. Foreign nationals working as FAA contractor or subcontractor employees under this contract at U.S. locations may have access to FAA facilities, systems, resources, or SUI only if:

0. The individual is a lawful permanent resident of the U.S., as evidenced by a Permanent Resident Card I-551, or is otherwise legally authorized to work in the U.S., as verified through the Department of Homeland Security Systematic Alien Verification for Entitlements system, or any successor system;

0. The individual has resided within the U.S. for a minimum of the last three years, or a waiver for this requirement has been requested and approved by AXP-1, in accordance with FAA Order 1600.1F;

0. The appropriate background investigation, based on the position’s risk level, can be accomplished; and,

0. All investigative requirements for an interim or final suitability determination have been completed and favorably adjudicated.

1. Foreign National Contractor or Subcontractor Employees Working at Foreign Locations.

1. Foreign Nationals not residing in the U.S., but working for a foreign entity and supporting this contract outside the U.S. may have access to FAA facilities, systems, resources, or SUI only if:

0. The appropriate background investigation, based on the position’s risk level, can be accomplished, in accordance with the requirements of FAA Order 1600.1F, chapter 8, section 10(b); and,

0. All investigative requirements for an interim or final suitability determination have been completed and favorably adjudicated.

1. Foreign Nationals not residing in the U.S., but working for a foreign entity and supporting this contract outside the U.S. are exempt from the requirement to have resided in the U.S. for at least the last three years.

1. Foreign Nationals proposed under this contract who will have access to FAA facilities, systems, resources, or SUI, regardless of whether they will support the contract at a U.S. or foreign location, must also:

2. Provide a current, unexpired passport and Place of Birth; and,

2. Successfully pass an export control review as outlined in FAA Order 1240.13 FAA Export Control Compliance.

1. Interim suitability requirements for Foreign Nationals proposed under this contract who will have access to FAA facilities, systems, resources, or SUI, regardless of whether they will support the contract at a U.S. or foreign location, may not be applied unless the position is low/moderate in risk, and/or temporary, and/or is not in a critical area position.

AMS 1.13-2 EARNED VALUE MANAGEMENT SYSTEM (JULY 2016) (MODIFIED)

(End of Clause) AMS 1.13-5 INTEGRATED MASTER SCHEDULE (OCTOBER 2019) (modified)

1. Offerors must submit an Integrated Master Schedule (IMS) report prepared under Integrated Program Management Report (IPMR) DID APC PGM003 Format 6.

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

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

(End of Clause)

FAA ACCEPTANCE OF EQUIPMENT IF THE CONTRACTOR IS NOT PHYSICALLY ON-SITE

1. The Contractor must be physically on-site to accept delivery of equipment IAW Section C.10.2.2.1(a) and Section F.4(c)(11) and F.4(d)5. If the Contractor is not physically on-site to accept delivery, the FAA Technical On-site Representative (TOR) or designee will accept the equipment and sign the Bill of Lading from the delivery company.

1. The Contractor is responsible for moving the equipment to the designated staging area, as established in the Site Installation Plan (CDRL/DID APC-DEP001). The FAA will not move the equipment to the staging area unless necessary to maintain normal site operations.

1. The FAA is not responsible for any damage to the equipment resulting from shipping or…