Alaskan Satellite Space Segment Section H.pdf

Table of Contents

H.1 AMS CLAUSES INCORPORATED IN FULL TEXT

H.2 TYPE OF CONTRACT

H.3 RELEASE OF INFORMATION

H.4 CONTRACTOR PERFORMANCE INFORMATION

H.5 ELECTRONIC ACCESS TO CONTRACT

H.6 ORDER OF PRECEDENCE

H.7 ORDERING

H.7.1 Indefinite Quantity H.7.2 Delivery Order H.7.3 Task Orders

H.8 CREDIT ALLOWANCES

H.8.1 Service Degradation H.8.2 Interruptions or Failures H.8.3 Failure to Meet Transponder Restoral Response Time Objectives

H.9 PERSONAL SERVICES

H.10 REPRESENTATION AND CERTIFICATIONS

H.11 INTERPRETATION OF CONTRACT (NOTICE OF AMBIGUITIES)

H.12 NOTICE OF DEBARMENT/SUSPENSION STATUS

H.13 AUTHORITY

H.14 MAINTENANCE OF RECORDS AND LITIGATION SUPPORT

H.15 DISCLOSURE OF “OFFICIAL USE ONLY” INFORMATION SAFEGUARDS

H.16 PROTECTION OF SENSITIVE TECHNOLOGIES INFORMATION

H.17 EXPORT AND DISCLOSURE OF TECHNICAL DATA

H.18 NOTICE TO THE GOVERNMENT OF DELAYS

H.19 ACCESS TO GOVERNMENT PROPERTY AND FACILITIES

H.20 SHALL = MUST

H.21 GOVERNMENT = FAA

H.22 FEDERAL HOLIDAYS OBSERVED

H.23 RISK OF LOSS OR DAMAGE

Alaskan Satellite Space Segment SIR # 693KA8-25-R-00006

Section H : SPECIAL CONTRACT REQUIREMENTS 1

SECTION H: SPECIAL CONTRACT REQUIREMENTS

H.1 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)

Section H : SPECIAL CONTRACT REQUIREMENTS 2

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.

Section H : SPECIAL CONTRACT REQUIREMENTS 3

(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

Section H : SPECIAL CONTRACT REQUIREMENTS 4

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.

Section H : SPECIAL CONTRACT REQUIREMENTS 5

(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, Section H : SPECIAL CONTRACT REQUIREMENTS 6 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.

Section H : SPECIAL CONTRACT REQUIREMENTS 7

(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)

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

(a) 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 publically 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.

(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

Section H : SPECIAL CONTRACT REQUIREMENTS 8 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.

(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. 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 publically available received in connection with the work under the 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 this clause to be inappropriate and unnecessary in the case of a particular subcontract; (2) the contractor provides a written statement affirming absolute unwillingness of a subcontractor to perform, absent some relief from the substance of this prohibition and the reason why; (3) use of an alternate subcontract source would unreasonably detract from the quality of effort;

and (4) the contractor provides the Contracting Officer timely written advance notice of these and any other extenuating circumstances.

(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 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.

(g) These restrictions do not limit the contractor's (or subcontractor's) right to use and

Section H : SPECIAL CONTRACT REQUIREMENTS 9 disclose any data and information obtained from another source without restriction.

(End of clause)

H.2 TYPE OF CONTRACT

This is an Indefinite Delivery, Indefinite Quantity contract which consist of Firm Fixed Price CLINs.

a) Delivery or performance must be made only as authorized by orders issued in accordance with Section H.7. The Contractor must furnish to the FAA, when and if ordered, the supplies or services specified in the order.

b) There is no limit on the number of orders that may be issued.

c) Any order issued during the effective period of this contract and not completed within that period must be completed by the Contractor within the time specified in the order and under the terms and conditions of the contract; provided, however, that all orders must be completed within 6 months of contract termination.

H.3 RELEASE OF INFORMATION

Work performed under this contract may involve access to information, including specifications, price estimates and other sensitive data. Consequently, the Contractor (including individual employees and subcontractors 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. News releases pertaining to this contract must not be made without prior written approval of the CO. The Contractor must provide a minimum of 36 hours’ notice to the Contracting Officer for approval of the release of any information.

H.4 CONTRACTOR PERFORMANCE INFORMATION

Past performance information is relevant for future source selection purposes regarding a Contractor’s actions under previously awarded DOs and contracts. It includes, for example, the Contractor’s record of conforming to contract requirements and to standards of good workmanship; the Contractor’s adherence to contract schedules, including the administrative aspects of performance; the Contractor’s history of reasonable and cooperative behavior and commitment to customer satisfaction; and generally, the Contractor’s business-like concern for the interests of the customer.

(a) Annually or upon completion of a DO or TO, the COR will evaluate the following areas of the Contractor’s performance for each DO or TO:

Section H : SPECIAL CONTRACT REQUIREMENTS 10

(1) Technical accuracy of deliverables;

(2) Quality of services delivered;

(3) Timeliness of deliverable and/or services;

(4) Cost control of task assignment; and

(5) Contractor’s responsiveness to customer.

The Contractor will be allowed thirty (30) calendar days to submit comments rebutting statements or provide additional information. Comments, if any, will be retained as part of the evaluation record, although the FAA is not required to alter its evaluation based on the Contractor’s submission. The Delivery Order or Task Order Evaluation is not subject to judicial or further administrative review, and the Contractor is prohibited from seeking such review in any tribunal. The completed evaluation will not be released to anyone other than Federal Government personnel (which can include Government support contractors) and the Contractor whose performance is being evaluated. Past performance information will not be retained for longer than three years after completion of the contract.

(b) The Contracting Officer (CO) will post the results of these evaluations to the Defense Contractor Performance Assessment System (CPARS), a past performance collection tool that feeds the Government’s central repository for the collection and utilization of past performance information - Past Performance Information (PPI) http://www.sam.gov. The completed evaluations will be accessible in CPARS and available for Federal Government use in support of any future source selection actions.

(c) The FAA’s Delivery Order and Task Order Evaluations are not subject to the “Contract Disputes” clause.

H.5 ELECTRONIC ACCESS TO CONTRACT

The Contractor is hereby advised that a redacted version of the contract and all modifications may be made available on the FAA website. The Contractor must prepare the proposed redacted version in accordance with Freedom of Information Act guidance for approval by the CO before release.

The Contractor must submit to the Contracting Officer within 45 days after contract award a proposed redacted version of the contract and any modifications in two formats: the first format must include the original contract and all modifications separately; the second format must include all modifications incorporated in context within the basic contract.

H.6 ORDER OF PRECEDENCE

Any inconsistency in this Screening Information Request (SIR) or subsequent contract must be resolved by giving precedence in the following order:

a) The Schedule (Section B);

b) Other terms and conditions of the contract (Sections D-I);

Alaskan Satellite Space Segment SIR # 693KA8-25-R-00006

Section H : SPECIAL CONTRACT REQUIREMENTS 11 http://www.sam.gov/

c) Statement of Work (Section C);

H.7 ORDERING

The Contractor must provide services as ordered in accordance with the dates contained in Section F.

H.7.1 Indefinite Quantity

This is an indefinite-quantity contract for the supplies or services specified and effective for the period stated.

Delivery or performance must be made only as authorized by orders issued in accordance with Section, H.7.2 "Delivery Order" and H.7.3 “Task Orders” below. The Contractor must furnish to the Government, when and if ordered, the supplies or services specified on an agreed upon schedule.

Except for any limitations on quantities, there is no limit on the number of orders that may be issued. The Government may issue orders requiring delivery to multiple destinations or performance at multiple locations.

Any order issued during the effective period of this contract and not completed within that period must be completed by the Contractor within the time specified in the order not to exceed 6 months after the end of the Contract period of performance. The contract must govern the Contractor's and Government's rights and obligations with respect to that order to the same extent as if the order were completed during the contract's effective period.

In performance of Delivery Orders/Task Orders, the Contractor must not incur costs in excess of funds provided in each order. In performance of each Task Order, Government liability, except for issues being disputed are limited to amounts cited in the Task Order.

H.7.2 Delivery Order

Any supplies and services to be furnished under this contract must be ordered by issuance of delivery orders by the individuals or activities. Such orders may be issued from Date of Award or through the end of the Contract Period of Performance.

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

A delivery order or task order is considered "issued" the date that the Government sends the fully executed order electronically.

Section H : SPECIAL CONTRACT REQUIREMENTS 12

All requests for clarification of requirements or other order terms and conditions must be submitted in writing electronically to the Contracting Officer.

H.7.3 Task Orders

a) General. Task Orders can be utilized for Other Direct Costs (ODCs are explained in SIR Section B), . Only the Government Contracting Officer may issue Task Orders. It is agreed that a Task Order issued by the Contracting Officer constitutes authorization for the contractor to proceed with the work specified therein and no other costs are authorized without the express written consent of the Contracting Officer. The contractor must submit a formal Task Order proposal as prescribed in subparagraph d for each Task Order request.

b) Content. Each Task Order must be assigned an individual identifying number. Task Orders will specify the following, as a minimum:

i. Statement of work to be performed;

ii. Period of performance;

iii. Place of performance, if appropriate;

iv. Authorized travel, if appropriate;

v. FFP Task

vi. Deliverables and required delivery dates;

vii. Government Furnished Property, if appropriate; and

viii. Materials and ODCs;

c) Limitations: Regardless of the Section B contract total CLIN value(s), the contractor is not authorized to perform work on any Task Order until Task Order pricing has been established and agreed upon and the Task Order is signed by the Contracting Officer.

Furthermore, the contractor is not authorized to incur any costs in excess of the Task Order ceiling price. The Government’s liability to purchase is limited on a task order basis to the current funding of that Task Order.

d) Contractor Action. Upon receipt of the formal Task Order, the contractor reviews the Task Order and must submit the completed Task Order proposal within the number of business days specified by the Contracting Officer. The proposal must include:

i. The technical approach and associated schedule for how the proposed work will be accomplished;

ii. A cost element breakdown of all costs; and

iii. A list of Government Furnished Property (GFP) required;

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e) Execution. Once the process of evaluation, negotiation and definitization of the Task Order proposal is completed, the Contracting Officer will send the completed Task Order to the contractor for signature. Upon contractor signature, the Contracting Officer will execute the Task Order. Upon receipt of the executed Task Order, the contractor may proceed with the task requirement.

f) Amendment. Any amendments to Task Orders must be in writing and must include the Statement of Work, period of performance, deliverable requirements and any other pertinent information.

H.8 CREDIT ALLOWANCES

The Contractor must provide credit allowances for service degradation, interruptions or failures, and failure to meet transponder restoral response time objectives. Pro rata outage credits shall be granted against the FAA’s monthly services charges which credits shall be equal to the aggregate amount of all such service interruptions or portion thereof occurring during a particular month. The aggregate credit allowances during a particular month shall be reflected in the invoices for the succeeding calendar month and the FAA shall be entitled to deduct the amount of such credit from its next succeeding monthly payment of service charges. Credits shall be based upon the

(i) number of hours (or portion thereof) during a month that the transponder has failed to meet its performance specifications as outline in Attachment J-1, Alaskan Satellite Space Segment Technical Specification of the SOW divided by

(ii) the number of hours in the month, and such fraction multiplied by (iii) the FAA’s monthly service charges applicable to the affected transponder for said month.

H.8.1 Service Degradation

A service degradation is one in which the service is not operating within the specifications that the FAA has defined in Attachment J-1, Alaskan Satellite Space Segment Technical Specification 1.2.1. If the FAA chooses, as expressly confirmed in writing from the CO to the Contractor, to continue to operate the service in a degraded state, the Contractor is not required to apply a credit allowance. However, if the service is reported to the Contractor for resolution a credit allowance will apply until the service is restored within Attachment J-1 specifications.

H.8.2 Interruptions or Failures

In the event of interruptions or failures in the services provided by the Contractor which continue for (30) minutes or more, the Contractor credit allowance will apply until the service is restored to the specifications that the FAA has defined in Attachment J-1, Alaskan Satellite Space Segment Technical Specification.

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H.8.3 Failure to Meet Transponder Restoral Response Time Objectives

Section C.5.4 outlines the tiered transponder restoral response time objectives in Table 5-1.

If the Contractor fails to meet the restoral response times in Section C.5.4., the FAA shall be entitled to credit allowances for each event that the Contractor failed to meet tiered response time objectives. Credits shall be based upon the (i) number of events during a month that the Contractor failed to meet Tier I, Tier II, or Tier III response times specified in Section C.5.4., Table 5-1 of the SOW divided by (ii) the number of hours in the month, multiplied by (iii) the FAA’s monthly service charges applicable.

H.9 PERSONAL SERVICES

(a) No personal services shall be performed under this Contract. No Contractor employees will be directly supervised by the Government. All individual Contractor 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 or employment relationship between the Government and any Contractor employee, the Contractor must promptly notify the Contracting Officer of this communication or action, in writing. For all the purposes of the Contract, the Contractor is not, nor shall it hold itself out to be, an agent or partner of, or joint ventures with, the Government, and the Contractor must neither supervise, nor accept supervision from, Government employees.

(b) The Contractor must not perform any inherently governmental functions under this Contract.

No Contractor employee shall hold him or herself out to be a Government employee, agent, or representative. No Contractor employee shall state orally or in writing at any time that he or she is acting on behalf of the Government. In all communications (including meeting participation) 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 to change the contract.

H.10 REPRESENTATION AND CERTIFICATIONS

Representations and certifications executed by the Contractor under Section K herein and included in the response to the Screening Information Request (SIR) will be deemed to be incorporated herein by reference and made a part of the contract.

H.11 INTERPRETATION OF CONTRACT (NOTICE OF AMBIGUITIES)

(a) This written contract and any and all identified writings or documents incorporated by reference herein or physically attached hereto constitute the parties' complete agreement, and no other prior or contemporaneous agreements either written or oral must be considered to change, modify, or contradict it. Any ambiguity in the contract will not be

Section H : SPECIAL CONTRACT REQUIREMENTS 15 strictly construed against the drafter of the contract and all contract language 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.

(b) The Contractor must exercise due diligence to discover and to bring to the attention of the Contracting Officer at the earliest possible time any ambiguities, discrepancies, inconsistencies, or conflicts in or between the written contract and other documents incorporated by reference herein or between the written contract (including incorporated documents) and any other agreements between the parties related to the subject matter of this contract. Failure to comply with such obligations may be deemed a waiver and release of any and all claims for extra costs or delays arising from such ambiguities, discrepancies, inconsistencies, and conflicts.

H.12 NOTICE OF DEBARMENT/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.

H.13 AUTHORITY

The Contractor must not in any way represent themselves as part of the United States Government or that they have the authority to contract or procure supplies on the credit of the United States of America.

H.14 MAINTENANCE OF RECORDS AND LITIGATION SUPPORT

(a) The Contractor must maintain all records, notes, memoranda, personal diaries, correspondence, and Government documents, upon which notes or annotations have been made. These records must be maintained for a minimum of two (2) years following contract closeout, or longer if required by the CO and needed for the completion of any litigation or hearings. The records must be freely delivered to the FAA upon request and must not be withheld by the Contractor for any reason. The Contractor and its employees waive any statutory rights they may have for withholding the documents. In addition, the Contractor must support the FAA in litigation to whatever extent required by the FAA.

(b) In the event any request for support to the FAA occurs after the period of performance of the final delivery order or task order (whichever occurs later), separate contractual arrangements will be made for costs incurred.

H.15 DISCLOSURE OF “OFFICIAL USE ONLY” INFORMATION SAFEGUARDS

Any Government information made available or to which access is provided, and that is marked or should be marked “Official Use Only”, must be used only for the purpose of carrying out the provisions of this Contract and must not be divulged or made known in any

Section H : SPECIAL CONTRACT REQUIREMENTS 16 manner to any person except as may be necessary in the performance of the contract.

Disclosure by Contractor personnel to anyone other than an officer or employees of the Contractor or Subcontractor at any tier requires prior written approval of the CO. Requests to make such disclosure should be addressed to the CO.

H.15.1 Disclosure of Information--Official Use Only

Each officer or employee of the Contractor or Subcontractor at any tier to whom “Official Use Only” information may be made available or disclosed, must be notified in writing by the Contractor that “Official Use Only” information disclosed to such officer or employee can be used only for a purpose and to the extent authorized herein, and that further disclosure of any such “Official Use Only” 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.

Sections 641 and 3571. Section 641 of 18 U.S.C. provides, in pertinent part, that whoever knowingly converts to his use or the use of another, or without authority sells, conveys, or disposes of any record of the United States or whoever receives the same with the intent to convert it to his use or gain, knowing it to have been converted, must be guilty of a crime punishable by a fine or imprisoned up to 10 years, or both.

H.16 PROTECTION OF SENSITIVE TECHNOLOGIES INFORMATION

All technical data provided to the Contractor by the Government must be protected from public disclosure in accordance with the markings contained thereon. Except as necessary for the performance of this contract, all other information relating to the items to be delivered or services to be performed under this contract must not be disclosed publicly by any means without prior written approval of the Contracting Officer.

Dissemination or public disclosure includes, but is not limited to, permitting access to such information by foreign nationals or by any other person or entity; publication of technical or scientific papers; advertising; or any other proposed public release. The contractor must provide adequate physical protection to such information so as to preclude access by any person or entity not authorized such access by the Government.

H.17 EXPORT AND DISCLOSURE OF TECHNICAL DATA

The Contractor must certify quarterly to the CO that technical data, including derivative work and information, must not be and has not been disclosed or transferred to persons who are not citizens or nationals of the United States of America without the prior written permission of the CO, and that the Contractor is in compliance with all applicable statutes, regulations and laws. The prohibitions under this clause must be applicable to all subcontracts and consultant agreements.

For purposes of this Contract, in addition to, but not limited to, any data items covered in the above identified statutes, regulations and laws, the parties agree that the following described data items and information must be specifically included as technical data subject to the prohibitions of this clause stated above:

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a. All ASTI developed Data

b. All ASTI associated documentation, excluding COTS documentation.

H.18 NOTICE TO THE GOVERNMENT OF DELAYS

In the event the Contractor encounters difficulty in meeting performance requirements, or when difficulty is anticipated in complying with the contract delivery schedule or date, or whenever the Contractor has knowledge that any actual or potential situation is delaying or threatens to delay the timely performance of this contract, the Contractor must immediately notify the CO and the COR, in writing with all pertinent details. This data must be informational only in character and must not be construed as a waiver by the Government of any delivery schedule, date, or of any rights or remedies provided by law or under this contract.

H.19 ACCESS TO GOVERNMENT PROPERTY AND FACILITIES

(a) As part of this effort, the Contractor may be working and/or attending meetings at government facilities and field facilities. Therefore, to the extent specified per and pursuant to the procedures specified per FAA AMS clause 3.14-2, Contractor Personnel Suitability Requirements, the Contractor may be granted ingress and egress to the facilities during normal working hours to obtain information necessary for performance of the contracts.

(b) While Contractor personnel are at the government site, they must comply with all rules and regulations in effect at that site. Contractor personnel must comply with all rules and regulations governing employee conduct with respect to security, health, and safety, not only as they relate to themselves, but also to other government employees or agents of the Government. The Contractor must also exercise proper care of all property at the government site regardless of whether title to such rests with the Government or not.

(c) The facilities to which Contractor personnel will have access will remain in the Government's custody and will not be considered as property or facilities furnished to the Contractor.

(d) Contractor personnel assigned to off-site (Government furnished space) support activities will comply with the security regulations of the Government installation where work is performed.

(e) Contractor performance of work on Government premises must be confined to the area(s) specified by the CO or the COR.

(f) personnel must abide by all security regulations applicable to that site.

H.20 SHALL = MUST

The Contractor agrees all instances of “shall” in all documents of this contract, including clauses incorporated by reference, equate to the full meaning of “must”. (The FAA has not yet updated all AMS clauses to reflect current policy for specifying mandatory requirements).

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H.21 GOVERNMENT = FAA

The Contractor agrees all instances of “Government” in all documents of this contract equate to “Federal Aviation Administration (FAA).” The Contractor further agrees that all instances of “Federal Government” refers to the Government of the United States of America, including but not limited to all Federal agencies.

H.22 FEDERAL HOLIDAYS OBSERVED

The FAA observes Federal Holidays as follows:

• New Year's Day

• Labor Day

• Martin Luther King's Day

• Columbus Day

• Presidents’ Day

• Veterans Day

• Memorial Day

• Juneteenth

• Independence Day (July 4th)

• Thanksgiving Day

• Christmas Day

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. No deliverables will be transmitted or received by the Government on a legal holiday.

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

(1) Any other day designated by Federal Statute.

(2) Any other day designated by Executive Order.

(3) Any other day designated by the President’s Proclamation.

(b) It is understood and agreed between the Government and the Contractor that observance of such days by Government personnel does not constitute a reason for an additional period of performance or entitlement of compensation except as set forth within the contract. In the event the Contractor’s personnel work during the holiday, they may be reimbursed by the Contractor; however, no form of holiday or other premium compensation will be reimbursed either as a direct or indirect cost, other than their normal compensation for the time worked.

This provision does not preclude reimbursement for previously authorized overtime work.

(c) When the FAA grants excused absence to its employees, assigned Contractor personnel may also be dismissed; however, the Contractor must not invoice the Government for any hours not worked as a result of the dismissal. The Contractor agrees to continue to provide sufficient personnel to perform critical tasks already in operation or scheduled, and must be

Section H : SPECIAL CONTRACT REQUIREMENTS 19 guided by the instructions issued by the CO or the COR.

H.23 RISK OF LOSS OR DAMAGE

The Government is relieved from all risks of loss or damage to equipment during period of transportation, installation, and during the entire time the equipment is in the possession of the Government until it is formally accepted at each site, except when loss or damage is due to the fault or negligence of the Government.

In the event security or other regulations require the retention or destruction of Contractor-owned devices (e.g. storage devices), the Government, in its sole discretion, will pay to the Contractor all costs necessary to replace the device, restore it to good operating condition, or exercise the purchase option.

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