NEXV3 SIR Sect H Amend 4.docx

693KA8-23-R-00005

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PART I – SECTION H

SPECIAL CONTRACT REQUIREMENTS

693KA8-23-R-00005

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PART I – SECTION H

SPECIAL CONTRACT REQUIREMENTS

TABLE OF CONTENTS

FAA AMS CLAUSES INCORPORATED IN FULL TEXT

3.1.9-1 Electronic Commerce and Signature (July 2020)

a) The Electronic Signatures in Global and National Commerce Act (E-SIGN) establishes a legal equivalence between:

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

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

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

b) With the submission of an offer, the offeror acknowledges and accepts the utilization of electronic commerce as part of the requirements of this solicitation and the resultant contract.

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

d) The use of electronic signature technology is authorized under this solicitation and the resulting contract.

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

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

(End of Clause)

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

(a) The schedule (excluding the specifications);

(b) Contract clauses;

(c) Representations;

(d) Other documents, exhibits, and attachments;

(e) The specifications; and

(f) The drawings.

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.

(End of Clause) 3.2.5-7 Disclosure Regarding Payments to Influence Certain Federal Transactions (January 2022)

(a) Definitions.

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

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

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

(i) The awarding of any Federal contract.

(ii) The making of any Federal grant.

(iii) (The making of any Federal loan.

(iv) The entering into of any cooperative agreement.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

(2) Professional and technical services.

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

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

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

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

(iii) Requirements imposed by or pursuant to law as a condition for receiving a covered Federal award include those required by law or regulation and any other requirements in the actual award documents.

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

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

(d) Disclosure.

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

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

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

(ii) A change in the person(s) or individual(s) influencing or attempting to influence a covered Federal action; or

(iii) A change in the officer(s), employee(s), or Member(s) contacted to influence or attempt to influence a covered Federal action.

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

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

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

(f) Penalties.

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

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

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

(End of clause) 3.8.2-22 Substitution or Addition of Personnel (October 2006)

(1) The Contractor must assign only those individuals whose resumes, personnel data, or personnel qualification statements have been submitted and determined by the Contracting Officer to meet the minimum requirements of the contract. The Contractor must not substitute or add personnel except in accordance with this clause.

(2) Substitution of Personnel.

(a) For the first one hundred eighty (180) calendar days of contract performance, the Contractor must not substitute personnel for the individuals whose resumes or other personal qualification were submitted with its offer and that were determined by the Contracting Officer to be acceptable at the time of contract award, unless such substitutions are because of an individual's sudden illness, death, or termination of employment. In any of these events, the Contractor must promptly notify the Contracting Officer and propose substitute personnel as required by paragraph (4) below.

(b) If an individual becomes, for whatever reason, unavailable for work under the contract for a continuous period exceeding thirty (30) working days, or is expected to devote substantially less effort to the planned work, the Contractor must propose a substitute personnel as required by paragraph (4) below.

(3) Addition of Personnel. If an FAA requirement will increase the specified level of effort for a designated labor category, but not the overall level of effort of the contract, then the Contractor must notify the Contracting Officer to add personnel to the designated labor category. The Contractor must request added personnel as required by paragraph (4) below.

(4) Request and Review. The Contractor must submit the request for substitute or added personnel in writing to the Contracting Officer at least fifteen (15) working days before the proposed date of substitution or addition. The Contractor's request must provide a detailed explanation of the circumstances causing the proposed substitution or addition, a complete resume for the proposed substitute or added personnel, and any additional information required by the Contracting Officer. Proposed substitutes and added personnel must have qualifications equal to or higher than those stated in the contract for the labor category. The Contracting Officer will evaluate the Contractor's request and promptly notify the Contractor of the decision to accept or reject the qualifications of the substitute or added personnel.

(5) The Contracting Officer may terminate the contract if the Contractor has not made suitable, timely, and reasonably forthcoming replacement of personnel who have been reassigned or terminated or otherwise become unavailable to work under the contract or the resulting loss of productive effort would impair the successful completion of the contract. Alternatively, if the Contracting Officer finds the Contractor to be at fault for the condition, then the Contracting Officer may equitably adjust (downward) the contract price or fixed fee to compensate the Government for any delay, loss or damage as a result of the Contractor's action.

(End of clause)

3.13-15 Confidentiality of Data and Information (November 2016)

(a) The contractor and any of its subcontractors, in performance of this contract, may need access to and use of various types of data and information in the possession of the Government, which the Government obtained under conditions which restrict its right to use and disclose data and information or which may be of a nature that its dissemination or use, other than in the performance of this contract, would be adverse to the interests of the Government or other parties. 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 the Government has made data and information available to the public; and (2) use for any purpose other than the performance of this contract any data which bears a restrictive marking or legend. 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. Data processed in such a way that it can increase the knowledge of the person who receives it. Information is the output, or finished goods, of information systems.

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

(c) The contractor agrees to conduct formal training to make employees aware of the requirement to maintain confidentiality of data and information, as required above, to the end that they will be disciplined if the necessity to refrain from divulging either the proprietary data of other companies or data that are obtained from the Government to anyone except as authorized. The contractor must obtain from each employee engaged in any effort connected with this contract an agreement, in writing, which must in substance provide that such employee will not, during his/her employment by the contractor or anytime thereafter, disclose to others or use for his/her own benefit or the future benefit of any individual any trade secrets, confidential information, or proprietary/restricted data (to include Government "For Official Use Only") received in connection with the work under this contract.

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

(e) The contractor agrees to include the substance of this clause in all subcontracts awarded under this contract. The Contracting Officer will consider case-by-case exceptions to this requirement for individual subcontracts in the event that: (1) the contractor considers the application of the prohibition of 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; (3) use of an alternate subcontract source would unreasonably detract from the quality of effort; and (4) the contractor provides the Contracting Officer timely written advance notice of these and any other extenuating circumstances.

(f) Except as the Contracting Officer specifically authorizes in writing, upon completion of all work under this contract, the contractor must return all such data and information 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.

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

(End of Clause)

TYPE OF CONTRACT

The FAA contemplates award of an Indefinite Delivery/Indefinite Quantity contract resulting from this Screening Information Request (SIR). Delivery Orders will primarily be issued as Firm-Fixed Price (FFP) and Time and Materials (T&M); however, the Government reserves the right to use other contract types, as appropriate and in accordance with the terms and conditions of Section B.

WARRANTY

a) Definitions.

"Acceptance," as used in this clause, means the act of an authorized representative of the Government by which the Government assumes for itself, or as an agent of another, ownership of existing and identified supplies, or approves specific services rendered, as partial or complete performance of the contract.

"Correction," as used in this clause, means the elimination of a defect.

"Supplies," as used in this clause, means the end items furnished by the Contractor and related services required under this contract. The word includes all equipment and software delivered under the contract (inclusive of the lowest replaceable units as stated in Section C.3.3.3 Product Baseline).

"Delivery," as used in this clause, means the date that supplies were delivered to a specified site, installed, and accepted by the Government as operational for the purpose intended by this contract.

b) Notwithstanding inspection and/or acceptance by the Government of the supplies/equipment furnished under this contract, any terms or conditions of this contract concerning conclusiveness thereof, and any other terms or conditions of this contract, the Contractor must warrant their equipment for 10 years after Government acceptance as defined below:

1) That all supplies identified {i.e., Operational Test (OT) CLINS 0001A-F, 0003; Base Years CLINs 1001-5001A-F, 1003, 1004; Option Years CLINs 6001-10001A-F, and Replacement Parts CLINs 11003(A-F)} must conform to the design and manufacturing requirements of the contract. For the purposes of this clause, "design and manufacturing requirements" include drawings, specifications, statement of work, and manufacturing particulars, including precise measurements, tolerances, processes, materials and finished product tests;

2) That all supplies identified {i.e., Operational Test (OT) CLINS 0001A-F, 0003; Base Years CLINs 1001-5001A-F, 1003, 1004; Option Years CLINs 6001-10001A-F, and Replacement Parts CLINs 11003(A-F)} will be free from all defects in materials and workmanship; and

3) That all supplies identified {i.e., Operational Test (OT) CLINS 0001A-F, 0003; Base Years CLINs 1001-5001A-F, 1003, 1004; Option Years CLINs 6001-10001A-F, and Replacement Parts CLINs 11003(A-F)} will conform to the performance requirements of the contract.

c) Any supplies or parts, corrected or furnished in replacement under this warranty, must be subject to paragraph (b) above. The replacement/corrected item must be warranted through the remainder of the warranty period, or 90 calendar days after acceptance, whichever is longer.

d) When items covered by these warranties are returned to the Contractor in accordance with this clause, the Contractor must pay the transportation costs and bear the risk of loss or damage from the Contractor's repair facility to the designated FAALC supply depot.

e) When items covered by these warranties are repaired by the Contractor in accordance with this clause and IAW Section C.3.6.7; Repairs, the repaired units must be accepted by the Quality Reliability Officer (QRO) IAW Section E.3.

f) When return, correction, or replacement of equipment occurs in accordance with this warranty, the Contractor must bear all costs incurred in satisfying this warranty.

g) When return, correction, or replacement of equipment occurs in accordance with this warranty, the Contractor must complete the warranty action within 45 calendar days after receipt of the warranted equipment.

h) When the Contractor believes that a returned LRU is not covered by warranty, the Contractor must provide written rationale to the Contracting Officer, within fifteen (15) business days of receipt of the LRU. The Contracting Officer will provide a written determination within fifteen (15) business days as to warranty coverage.

i) Any returned LRUs determined to be not covered under warranty through H.3.h above, and approved by the FAA for repair and then repaired, must be inducted back into the warranty repair program. The Contractor must provide services and reporting as required in Section C.3.6.7.3 and Monthly Repair Status Report (MRSR) (CDRL-L005).

j) When a new unit is issued by the Contractor to replace a non-functioning warranty covered unit IAW H.3.f (i.e., replacement instead of repair), the Government will relinquish ownership of the non-functioning unit.

k) This warranty provision does not cover liability for loss, damages, or injury to third parties or consequential damages, and does not apply to:

1) Equipment damages resulting from mishandling, incorrect installation, misuse, or other anomalies during installation and testing at the designated FAA facility.

2) Any item improperly repaired by parties other than the Contractor.

3) Any change or alterations to the delivered supplies made after Government acceptance unless it is mutually agreed that such change or alteration is subject to the provisions of this warranty.

4) Equipment damages resulting from Acts of God (i.e., Storm damage, Flood damage).

l) The Contractor must prepare and furnish to the Government data and reports applicable to any correction required under this clause (including the revision and updating of all affected data called for under this contract) at no additional cost to the Government.

m) The Contractor will be notified in writing of any breach of the warranties set forth in paragraph (b), above within 30 days after discovery of the breach. The failure of the Contracting Officer to provide timely notice of the breach, however, must not diminish the rights the Government would otherwise have under this clause or any other term or condition of this contract.

n) Notwithstanding any disagreement regarding the existence of a warranty breach, the Contractor must promptly comply with any written direction from the Contracting Officer to take full or partial corrective action. In the event it is later determined that there was no breach, the contract price must be equitably adjusted.

o) The failure of the Government to assert its rights under this clause, with respect to any particular breach or breaches of the warranty provided herein, must not waive or otherwise diminish the Government's rights with respect to any subsequent breach of the warranty.

p) The rights and remedies of the Government provided in this clause are in addition to and do not limit any rights the Government may have under any other clause of the contract. Disputes arising under this clause will be resolved in accordance with the clause of this contract entitled "Disputes".

SUBCONTRACT FLOW DOWN REQUIREMENTS

The Contractor must flow down all applicable subcontracting requirements under the prime contract to all subcontractors (except small businesses). As part of this requirement, the Contractor must flow down the applicable requirements of the higher-level quality standard in subcontracts. 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

ACCESS TO GOVERNMENT FACILITIES

Access to all Government facilities must be coordinated with the COR. While Contractor personnel are at Government facilities, they must comply with all rules and regulations of the site in addition to the following:

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

b) 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.

c) 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.

d) 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.

e) 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.

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

g) 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.

h) 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.

CONTRACTOR WORK AND MANAGEMENT

Work Performance All work under this contract must be performed and managed in a skillful, efficient, and professional manner. Phasing, scheduling, and planning of work under the contract in order to meet all requirements within the established delivery schedule is the Contractor’s sole responsibility.

Key Personnel The Key Personnel under this contract are identified below. Changes to Key Personnel must be in accordance with AMS Clause 3.8.2-22 (October 2006).

(Name and Contract information to be completed at award)

Program Manager

Chief Engineer/Architect

Logistics Manager

Labor Categories, including qualifications, are provided in SIR Attachment J03.

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 Prime Contractor. The 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.

DISSEMINATION OF CONTRACT INFORMATION

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 CO. This statement includes seminars, professional society meeting and conferences, and meetings with foreign dignitaries both government and from the private sector. Soft copies of any material proposed to be published or distributed must be submitted to the CO. The following schedule is established as a guideline when requesting consent (business days):

For 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 must request in writing and obtain permission in writing from the CO before submitting such information as part of a proposal. Such request 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.

FOREIGN NATIONALS AS CONTRACTOR EMPLOYEES

a) 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.

b) 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, and SUI only if:

i. The individual is a lawful permanent resident of the U.S., 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;

ii. 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;

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

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

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

i. 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:

1. 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,

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

ii. 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.

3. 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:

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

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

4. 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.

(End of Clause)

SECURITY OF GOVERNMENT INFORMATION SYSTEMS

When using computer, network, or communication systems operated by or on behalf of the FAA, the Contractor must comply with the security requirements outlined in OMB Circular A-130 Appendix III, Managing Federal Information as a Strategic Resource , the Guide to Establishing Information System Security Protection Program (DOT H 1350.250), Departmental Guide to Developing an Information Security Plan (DOT H 1350.251), and FAA Security Orders, including FAA Order 1600.1E, Personnel Security, and FAA Order 1370.121, FAA Information Security and Privacy Programs . Contractor personnel must complete annual Information System Security LOB Awareness Training and any other security training required by the DOT or FAA. Documentation of completed training must be submitted to the CO/CS via e-mail.

CONTRACTOR STAFF TRAINING

a) The Contractor must provide fully trained and experienced personnel (including replacement personnel) required for performance of this contract. This includes training necessary for keeping personnel abreast of industry advances and for maintaining proficiency within an employee’s labor category. Training of personnel must be performed by the Contractor at its own expense, except for the following upon COR approval:

· When the Government has given prior approval for training to meet special requirements that are peculiar to a particular task order;

· Limited training of Contractor employee(s) may be authorized when the Government changes software during performance of this contract and it is determined to be in the best interest of the Government; and

· Training for Contractor employees to attend seminars, symposia, or user group conferences when certified by the Contractor, COR and CO that attendance is mandatory for the performance of a task order.

b) When training is authorized by the Government under the conditions above, the Government may reimburse the Contractor for labor, tuition, and travel. However, each occurrence will be handled and negotiated on a case-by-case basis.

OBSERVANCE OF LEGAL HOLIDAYS

Contractor staff assigned to work at an FAA facility must observe these Federal holidays and closures:

1) New Year's Day

2) Martin Luther King's Birthday

3) President’s Day

4) Memorial Day

5) Juneteenth

6) Independence Day

7) Labor Day

8) Columbus Day

9) Veterans' Day

10) Thanksgiving Day

11) Christmas Day

a) When one of the above-designated holidays falls on a Sunday, the following Monday will generally be observed as a legal holiday. When a legal holiday falls on a Saturday, the preceding Friday is generally observed as a holiday.

b) In addition to the days designated as holidays, the Government observes the following days:

12) Any other day designated by Federal Statute

13) Any other day designated by Executive Order

14) Any other day designated by the President’s Proclamation

c) 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).

PERSONAL SERVICES

a) No personal services may be performed under this Contract. No Contractor employee will be directly supervised by the Government. All individual Contractor employee assignments, and daily work direction, must be given by the applicable Contractor supervisor. If the Contractor believes that any Government action or communication has been given that would create a personal services relationship between the Government and any Contractor employee, the Contractor must promptly notify the Contracting Officer of this communication or action.

b) The Contractor must not perform any inherently governmental functions under this contract. No Contractor employee must hold him or herself out to be a Government employee, agent, or representative. No Contractor employee may state orally or in writing at any time that he or she is acting on behalf of the Government. In all communications with third parties in connection with this contract, Contractor employees must identify themselves as Contractor employees and specify the name of the company for which they work. In all communications with other Government contractors in connection with this contract, the Contractor employee must state that they have no authority to in any way change this contract and that if the other Contractor believes this communication to be a direction to change their contract, they should notify the Contracting Officer for that contract and not carry out the direction until a clarification has been issued by the Contracting Officer.

c) The Contractor must ensure that all of its employees working on this contract are informed of the substance of this clause. Nothing in this clause limits the Government’s rights in any way under any other provision of the contract, including those related to the Government’s right to inspect and accept the services to be performed under this Contract. The substance of this clause must be included in all subcontracts at any tier.

NOTIFICATION OF DEBARMENT OR SUSPENSION STATUS

The Contractor and its subcontractors must provide immediate notice to the CO in the event of being suspended, debarred or declared ineligible by any Federal Government Agency or Department or upon receipt of a notice of proposed debarment from any Federal Government Agency or Department during the performance of this contract.

GOVERNMENT FURNISHED EQUIPMENT/DATA/MATERIALS

a) The Contractor must have access to Government data relevant to performance under this contract but must not use or distribute materials or any other product arising from performance of this contract other than as stated in the Statement of Work (SOW). All equipment, program codes and materials furnished (including contractor acquired property paid for by the Government) and approved equipment, software, and materials purchased by the Contractor which are reimbursable under this contract, are Government property, whether expressly under signed custody of the Contractor or not and must be returned to the Government. Any software purchased in performance of this contract must be licensed to the FAA. Any information, not previously published, received from the Government in connection with this contract, or furnished to the Contractor from other sources in response to the Government’s requirements under this contract, will be restricted to this project, and may not be disclosed or used for any other purpose, without the prior written approval of the Contracting Officer. These restrictions do not apply to information which:

a. Currently or subsequently enters the public domain;

b. Has been released to any third party, without restrictions; or

c. Is obtained by the Contractor independent of the Government.

b) Facilities, Items, and Services – The Government will not furnish facilities, items, or…