DCE SIR Section H.pdf

693KA7-AAQ210-DCE

Section H Page 1

PART I – SECTION H

SPECIAL CONTRACT REQUIREMENTS

H.1 CLAUSES AND PROVISIONS 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.

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

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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 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

Section H Page 3 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 Contracting Officer 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 disclose any data and information obtained from another source without restriction.

H.2 INTERPRETATION OF CONTRACT (NOTICE OF AMBIGUITIES)

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 strictly construed against the drafter of the contract language but must be resolved by applying the most reasonable interpretation under the circumstances, giving full consideration to the intentions of the parties at the time of contracting.

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. 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.3 NOTICE OF DEBARMENT/SUSPENSION STATUS

The contractor and its subcontractors must provide immediate notice to the Contracting Officer 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.4 RELEASE OF INFORMATION

The contractor (including individual employees thereof) must not release or communicate, except as required by law or regulations, information, including any news releases or public communications concerned with this contract, whether orally or in writing, unless authorized by the Contracting Officer. News releases pertaining to this contract must not be made without prior approval of the Contracting Officer. A minimum of 36-hour notice is required for approval.

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H.5 MAINTENANCE OF RECORDS AND LITIGATION SUPPORT

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 Contracting Officer 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.

In the event any request for support to the FAA occurs after the period of performance of this task order, separate contractual arrangements will be made for costs incurred.

H.6 PERSONAL SERVICES

The contractor agrees that this contract is a non-personal services contract; that for all the purposes of the contract the contractor is not, or must not hold itself out to be, an agent or partner of, or joint venture with, the Government; and that it must neither supervise, nor accept supervision from, Government employees.

H.7 DEFINITION OF DAYS

All references in the Contract to “days” must be interpreted as “calendar” days unless specifically identified otherwise.

H.8 NOTICE OF DELAY

If the contractor becomes unable to complete the contract work at the time(s) specified because of technical difficulties, notwithstanding the exercise of good faith and diligent efforts in the performance of the work called for hereunder, the contractor must give the Contracting Officer written notice of the anticipated delay and the reasons therefore. Such notice and reasons must be delivered promptly after the condition creating the anticipated delay becomes known to the contractor, but in no event no less than thirty (30) days before the completion date specified in this contract, unless otherwise directed by the Contracting Officer. When notice is so required, the Contracting Officer may extend the time specified in the Contract schedule for such period as deemed advisable.

H.9 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

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• Memorial Day

• Thanksgiving Day

• Independence Day (July 4th)

• 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.

H.10 SHALL = MUST

The contractor agrees that 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.

H.11 GOVERNMENT = FAA

The Contractor agrees all instances of “Government” in all documents of this contract equate to “Federal Aviation Administration (FAA).”