DFO Segment 2 Section I Draft 2.pdf

PART II – SECTION I CONTRACT CLAUSES

Screening Information Request (SIR) 693KA8-21-R-00001

1 | P a g e “This contract may contain information considered sensitive unclassified information (SUI) and would merit protection from unauthorized disclosure under 5 U.S.C, Section 552(b)(4). No information shall be released except as authorized by the Contracting Officer.”

I.1 CLAUSES AND PROVISIONS INCORPORATED BY REFERENCE (JULY 2019)

(AMS 3.1-1)

This screening information request (SIR) or contract, as applicable, incorporates by reference the provisions or clauses listed below with the same force and effect as if they were given in full text. Upon request, the Contracting Officer will make the full text available, or offerors and contractors may obtain the full text via Internet at: https://fast.faa.gov/contractclauses.cfm.

(End of clause)

AMS Clause Number Title and Date 3.1.7-2 Organizational Conflicts of Interest (July 2018) 3.1.7-5 Disclosure of Conflicts of Interest (July 2018)

3.1.8-1 Cancellation, Rescission and Recovery of Funds for Illegal or Improper Activity (October 2014)

3.1.8-2 Price or Fee Adjustment for Illegal or Improper Activity (October 2019) 3.2.2.3-8 Audit and Records (July 2010)

3.2.2.3-25 Reducing the Price of a Contract or Modification for Defective Cost or Pricing Data (January 2019)

3.2.2.3-27 Subcontractor Cost or Pricing Data (July 2004) 3.2.2.3-29 Integrity of Unit Prices (July 2004) 3.2.2.3-30 Termination of Defined Benefit Pension Plans (July 2004) 3.2.2.3-33 Order of Precedence (March 2009)

3.2.2.3-36 Reversing or Adjusting of Plans for Postretirement Benefits Other Than Pensions (PRB) (July 2004)

3.2.2.3-83 Prohibition Against Contracting with Inverted Domestic Corporations (October 2015)

3.2.2.7-6 Protecting the Government's Interest when Subcontracting with Contractors Debarred, Suspended, or Proposed for Debarment (April 2011)

3.2.2.7-8 Disclosure of Team Arrangements (April 2008) 3.2.2.8-1 Material Requirement (October 2019) 3.2.2.8-8 Liquidated Damages – Supplies, Services, or Research and Development

(October 2019) 3.2.3-2 Cost Accounting Standards (October 2019) 3.2.3-3 Disclosure and Consistency of Cost Accounting Practices (October 2019) 3.2.3-5 Administration of Cost Accounting Standards (October 2019) 3.2.4-6 Fixed Fee (October 2019) 3.2.4-16 Ordering (October 2019) Alternate I (2019) 3.2.5-1 Officials Not to Benefit (October 2019) 3.2.5-3 Gratuities or Gifts (October 2019) 3.2.5-4 Contingent Fees (October 1996) 3.2.5-5 Anti-Kickback Procedures (October 2019) 3.2.5-6 Restrictions on Subcontractor Sales to the FAA (October 2019) 3.2.5-8 Whistleblower Protection for Contractor Employees (April 1996) 3.2.5-13 Contractor Code of Business Ethics and Conduct (April 2010) https://fast.faa.gov/contractclauses.cfm

2 | P a g e “This contract may contain information considered sensitive unclassified information (SUI) and would merit protection from unauthorized disclosure under 5 U.S.C, Section 552(b)(4). No information shall be released except as authorized by the Contracting Officer.”

3.2.5-14 Display of Hotline Poster(s) (April 2008) 3.3.1-1 Payments (July 2018) 3.3.1-5 Payments under Time-and-Materials and Labor-Hour Contracts (July 2018)

Alternate I (July 2018), Alternate II (October 1996) & Alternate III (July 2018) 3.3.1-6 Discounts for Prompt Payment (July 2018) 3.3.1-7 Limitation on Withholding of Payments (July 2018) 3.3.1-8 Extras (July 2018) 3.3.1-9 Interest (July 2018) 3.3.1-10 Availability of Funds (April 2014) 3.3.1-12 Limitation of Cost (July 2018) 3.3.1-14 Limitation of Funds (July 2018) 3.3.1-15 Assignment of Claims (July 2018) 3.3.1-17 Prompt Payment (July 2018) 3.3.1-20 Providing Accelerated Payment to Small Business Subcontractors (October 2012) 3.3.1-27 Invoices for Equipment Delivered (July 2018) 3.3.1-34 Payment by Electronic Funds Transfer- System for Award Management (July

2018) 3.3.1-38 Unenforceability of Unauthorized Obligations (July 2018) 3.3.1-39 Funding Time-and-Materials and Labor-Hour Contracts (July 2018)

3.3.2.1 FAA Cost Principles (October 2019)

3.3.2-2 Reimbursement for Travel and Subsistence (April 2010) 3.4.1-10 Insurance - Work on a Government Installation (October 2019) 3.4.1-11 Insurance – Liability to Third Persons (October 2019) 3.4.1-12 Insurance (October 2019) 3.4.1-13 Errors and Omissions (July 1996) 3.4.2-6 Taxes - Contracts Performed in U.S. Possessions or Puerto Rico (October 1996) 3.4.2-8 Federal, State, and Local Taxes - Fixed Price Contract (July 2019) 3.5-1 Authorization and Consent (January 2019) 3.5-2 Notice and Assistance Regarding Patent and Copyright Infringement (January

2009) 3.5-3 Patent Indemnity (April 2017) 3.5-13 Rights in Data - General (October 2014) Alternate II (January 2009) & Alternate

III (January 2009) 3.5-15 Additional Data Requirements (January 2009) 3.5-18 Commercial Computer Software License (January 2009) 3.5-22 Major System – Minimum Rights (January 2009)

3.6.1-3 Utilization of Small, Small Disadvantaged and Women-Owned, and Service- Disabled Veteran Owned Small Business Concerns (October 2019)

3.6.1-4 Small, Small Disadvantaged, Women-Owned and Service-Disabled Veteran Owned Small Business Subcontracting Plan (July 2019)

3.6.1-9 Mentor Protégé Program (July 2020) 3.6.2-2 Convict Labor (April 1996) 3.6.2-9 Equal Opportunity (July 2020) 3.6.2-10 Equal Opportunity Preaward Clearance of Subcontracts (January 2020)

3 | P a g e “This contract may contain information considered sensitive unclassified information (SUI) and would merit protection from unauthorized disclosure under 5 U.S.C, Section 552(b)(4). No information shall be released except as authorized by the Contracting Officer.”

3.6.2-12 Equal Opportunity for Veterans (July 2020) 3.6.2-13 Affirmative Action for Workers With Disabilities (July 2020) 3.6.2-16 Notice to the Government of Labor Disputes (October 2018) 3.6.2-35 Prevention of Sexual Harassment (October 2018) 3.6.2-39 Trafficking in Persons (April 2019) 3.6.2-44 Notification of Employee Rights Under the National Labor Relations Act

(January 2019) 3.6.3-7 Waste Management and Pollution Prevention (January 2020) 3.6.3-13 Affirmative Procurement of Recycled Content and Products under Service and

Construction Contracts (January 2020) 3.6.3-14 Use Of Environmentally Preferable Products (January 2020) 3.6.3-16 Drug Free Workplace (March 2009) 3.6.3-17 Efficiency in Energy-Consuming Products (January 2020) 3.6.3-23 Delivery of Electronic and Paper Documents (January 2020) 3.6.4-2 Buy American Act - Supplies (October 2014) 3.6.4-10 Restrictions on Certain Foreign Purchases (January 2010) 3.6.4-11 Inconsistency Between English Version and Translation of Contract (April 1996) 3.6.4-20 Correspondence and Deliverables in English (January 2012) 3.6.4-21 Export Control (July 2014) 3.6.4-23 Prohibition on Contracting for Certain Telecommunications and Video

Surveillance Services or Equipment (October 2019) 3.8.2-10 Protection of Government Buildings, Equipment, and Vegetation (July 2019) 3.8.2-11 Continuity of Services (October 2018) 3.8.4-5 Government Supply Sources (April 1996) 3.9.1-1 Contract Disputes (January 2020) 3.9.1-2 Protest After Award (August 1997) 3.10.1-1 Notice of Intent To Disallow Costs (April 1996) 3.10.1-7 Bankruptcy (April 1996) 3.10.1-12 Changes - Fixed-Price (April 1996) Alternate I (April 1996), Alternate II (April

1996), & Alternate V (April 1996) 3.10.1-13 Changes – Cost Reimbursement (April 1996) Alternate I (April 1996), Alternate

II (April 1996), & Alternate V (April 1996) 3.10.1-14 Changes-Time and Materials or Labor Hours (April 1996) 3.10.1-17 Change Order Accounting (April 1996) 3.10.1-25 Novation and Change-Of-Name Agreements (October 2007) 3.10.1-26 Contractor Performance Assessment Reporting System (April 2013) 3.10.2-1 Subcontracts (Fixed-Price Contracts) (January 2019) 3.10.2-3 Subcontracts (Time-and-Materials and Labor-Hour Contracts) (April 1996) 3.10.2-6 Subcontracts for Commercial Items and Commercial Components (April 1996) 3.10.3-2 Government Property - Basic Clause (April 2019) 3.10.3-2 Government Property - Basic Clause Alternate I (October 2018) 3.10.3-2 Government Property - Basic Clause Alternate II (October 2018) 3.10.4-19 Government Industry Data Exchange Program (GIDEP) (January 2018) 3.10.6-1 Termination for Convenience of the Government (Fixed Price) (October 1996)

4 | P a g e “This contract may contain information considered sensitive unclassified information (SUI) and would merit protection from unauthorized disclosure under 5 U.S.C, Section 552(b)(4). No information shall be released except as authorized by the Contracting Officer.”

3.10.6-3 Termination (Cost-Reimbursement) (January 2020) Alternate IV (January 2015) 3.10.6-4 Default (Fixed-Price Supply and Service) (January 2020) 3.10.6-5 Default (Fixed-Price Research and Development (January 2020) 3.10.6-7 Excusable Delays (October 1996) 3.13-5 Seat Belt Use by Contractor Employees (October 2001) 3.13-10 Contractor Attendance at FAA Sponsored Training (January 2003) 3.13-11 Plain Language (July 2006) 3.13-13 Contractor Policy to Ban Text Messaging While Driving (January 2011) 3.13-14 Reporting Executive Compensation and First-Tier Subcontract Awards (January

2018) 3.14-3 Foreign Nationals as Contractor Employees (January 2019) 3.14-5 Sensitive Unclassified Information (SUI) (July 2013) 3.14-6 Privacy or Security Safeguards (November 2016)

I.2 AMS CLAUSES AND PROVISIONS IN FULL TEXT

NOTICE OF EARNED VALUE MANAGEMENT SYSTEM (EVEM) (July 2016) (AMS 1.13-1) The offeror's (you/your) response to this screening information request (SIR) must include proof of a certified EVMS or provide a plan (the plan) to implement a certified system that complies with the EVMS criteria (the criteria) stated in subparagraph (b) of clause 1.13-2, "EVMS." You must submit the following as part of your proposal for Contracting Officer (CO) approval:

(a) Documentation demonstrating that your EVMS has been Electronic Industries Alliance Standard 748 (EIA-748) certified and EVM surveillance documentation demonstrating that you have maintained an (EIA-748) compliant EVMS at the time this SIR is issued; or

(b) The plan that explains how your EVMS will be certified for each guideline of the EIA-748 Standard.

(c) Names of subcontractors. If you have not yet identified subcontractors, you must identify any part of the work you intend to award to subcontractors. The CO must approve the subcontractors before you sign contracts with them.

(End of provision)

EARNED VALUE MANAGEMENT SYSTEM (July 2016) (AMS 1.13-2)

(a) The Earned Value Management System (EVMS) is a management tool that provides for integrating technical, cost and schedule information about contract performance. This information enables the FAA (we) and contractor program managers to manage contracts

5 | P a g e “This contract may contain information considered sensitive unclassified information (SUI) and would merit protection from unauthorized disclosure under 5 U.S.C, Section 552(b)(4). No information shall be released except as authorized by the Contracting Officer.”

more effectively. EIA-748 specifies the EVMS criteria that are incorporated by reference into this clause.

(b) The Contractor (you/your) must use an EVMS complying with the current version of EIA-

748 that the FAA Contracting Officer (CO) or the contracting officer from another federal agency certified before contract award. If you do not have a certified EVMS in place at the time of award, you must provide the CO with your plan to create an EVMS that complies EIA-748before award and implement the system within 90 days after award.

(c) Approved subcontractor EVM plans:

(1) The CO must approve subcontractor EVMS plans before they begin work. The CO has approved the following subcontractor EVMS systems.

[CO to insert name of approved subcontractor and EVMS plan here]

(2) You must require subcontractors listed in the contract and subject to EVMS certification to comply with this clause, paragraphs (a) and (b).

(d) You must submit an Integrated Program Management Report (IPMR) prepared under

[Contracting Officer to insert reference to location of the applicable DID DI-MGMT81861 that specifies the contract's reporting requirements. The CO may request customized earned value management reports but at a minimum contractor must submit DID Formats 1, 3, 5, 6 and 7].

(e) You must obtain approval for EVMS system revisions consistent with the EVM system change process approved with the EVM certification or similar agreement, i.e., EVM Advance Agreement, with the controlling certification approval or acceptance party.

(f) You must participate in FAA EVM Surveillance and provide access to all pertinent records and data requested by the CO so they we can verify that your EVMS complies with the criteria specified in subparagraph (b) at the time of award and throughout contract performance consistent with the FAA EVMS Surveillance Guide.

(End of clause)

INTEGRATED MASTER SCHEDULE (October 2019) (AMS 1.13-5)

(a) Offerors must submit an Integrated Master Schedule (IMS) report prepared under Integrated Program Management Report (IPMR) DID DI-MGMT-81861 Format 6.

(b) Offerors must manage the execution of the [Dual Frequency Operations Segment 2] program using the IMS as a day-to-day execution tool and periodically assess program progress in meeting program requirements. Offerors must report on program progress consistent with

6 | P a g e “This contract may contain information considered sensitive unclassified information (SUI) and would merit protection from unauthorized disclosure under 5 U.S.C, Section 552(b)(4). No information shall be released except as authorized by the Contracting Officer.”

the IMS at each program management review, at selected technical reviews and at other times at the Government's request.

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

(End of clause)

CONTRACTOR INTEGRATED BASELINE REVIEW (July 2016) (AMS 1.13-6)

(a) The Contractor (you) must participate in a Government-conducted Integrated Baseline Review (IBR) with acceptable action plans approved by the Contracting Officer within 120 days after contract award and after executing major contract modifications.

(b) The IBR will be conducted consistent with the FAA Integrated Baseline Review (IBR) Guide.

EARNED VALUE MANAGEMENT SYSTEM – WITHHOLDING OF PAYMENT

(October 2019) (AMS 1.13-7)

(a) Definition

"Significant Deficiency" means a shortcoming that affects the ability of the FAA to rely on information provided by the Earned Value Management System (EVMS) that is needed for management purposes

(b) General. The Contractor must establish and maintain an acceptable EVMS in accordance with the terms and conditions of this contract.

(c) Significant Deficiencies.

(1) The contractor must respond, in writing, within 30 days to an initial determination that there are one or more significant deficiencies in the Contractor's EVMS.

(2) The Contracting Officer will evaluate the Contractor's response and notify the Contractor, in writing, of the final determination whether the Contractor's EVMS contains significant deficiencies. If the Contracting Officer determines that the Contractor's EVMS contains significant deficiencies, the final determination will include a notice to withhold payments.

7 | P a g e “This contract may contain information considered sensitive unclassified information (SUI) and would merit protection from unauthorized disclosure under 5 U.S.C, Section 552(b)(4). No information shall be released except as authorized by the Contracting Officer.”

(d) Withholding Payments

(1)If the Contracting Officer issues the final determination with a notice to withhold payments for significant deficiencies in the Contractor's EVMS as required under this contract, the Contracting Officer will withhold five percent of amounts due from a progress payments and performance-based payments, and direct the Contractor, in writing, to withhold five percent from its billings on interim cost vouchers on cost, labor-hour, and time-and-materials contractors until the Contracting Officer has determined that the Contractor has corrected all significant deficiencies as directed by the Contracting Officer's final determination. The Contractor must, within 45 days of receipt of the notice, either correct the deficiencies or submit an acceptable corrective action plan showing the milestones and actions to eliminate the deficiencies.

(2) If the Contractor submits an acceptable corrective action plan within 45 days of receipt of a notice of the Contracting Officer's intent to withhold payments, and the Contracting Officer, in consultation with the auditor or functional specialist, determines that the Contractor is effectively implementing such plan, the Contracting Officer will reduce withholding directly related to the significant deficiencies covered under the corrective action plan, to two percent from progress payments and performance-based payments, and direct the Contractor, in writing, to reduce the percentage withheld on interim cost vouchers to two percent until the Contracting Officer determines the Contractor has corrected all significant deficiencies as directed by the Contracting Officer's final determination. However, if at any time, the Contracting Officer determines that the Contractor has failed to follow the accepted corrective action plan, the Contracting Officer will increase withholding from progress payments and performance-based payments, and direct the Contractor, in writing, to increase the percentage withheld on interim cost vouchers to the percentage initially withheld, until the Contracting Officer determines that the Contractor has corrected all significant deficiencies as directed by the Contracting Officer's final determination.

(3) Payment withhold percentage limits

(i)The total percentage of payments with held on amounts due under each progress payment, performance-based payment, or interim cost voucher, must not exceed five percent for one or more significant deficiencies in the Contractor's EVMS

(ii) If this contract contains pre-existing withholds due to significant deficiencies in the Contractor's EVMS, and the application of any subsequent payment withholds will cause withholding under this clause to exceed the payment withhold percentage limits in paragraph

(d) (3) (i) of this clause, the Contracting Officer will reduce the payment withhold percentage in the final determination to an amount that will not exceed the payment withhold percentage limits.

(4) For the purpose of this clause, payment means any of the following payments authorized under this contract:

8 | P a g e “This contract may contain information considered sensitive unclassified information (SUI) and would merit protection from unauthorized disclosure under 5 U.S.C, Section 552(b)(4). No information shall be released except as authorized by the Contracting Officer.”

(i) Interim payments under-

(A) Cost-reimbursement contracts;

(B) Incentive-type contracts;

(C) Time-and-materials contracts;

(D) Labor-hour contracts

(ii) Progress payments.

(iii) Performance-based payments.

(5) Payment withholding will not apply on fixed-price line items where performance is complete and the items were accepted by the FAA.

(6) The withholding of any amount or subsequent payment to the Contractor will not be construed as a waiver of any rights or remedies that the FAA has under this contract.

(7) Notwithstanding the provisions of any clause in the contract providing for interim, partial, or other payment withholding on any basis, the Contracting Officer may withhold payment in accordance with the provisions of this clause.

(8) The payment withholding authorized in this clause is not subject to the interest-penalty provisions of the Prompt Payment Act.

(e) Correction of deficiencies

(1) The Contractor must notify the Contracting Officer, in writing, when the Contractor has corrected the deficiencies of the EVMS.

(2) Once the Contractor has notified the Contracting Officer that all deficiencies have been corrected, the Contracting Officer will take one of the following actions:

(i) If the Contracting Officer determines that the Contractor has corrected all significant deficiencies as directed by the Contracting Officer's final determination, the Contracting Officer will, as appropriate, discontinue the withholding of progress payments and performance-based payments, and direct the Contractor, in writing, to discontinue the payment withholding from billings on interim cost vouchers under this contract associated with the Contracting Officer's final determination, and authorize the Contractor to bill for any monies previously withheld that are not also being withheld due to other significant deficiencies. Any payment withholding under this contract due to other significant deficiencies will remain in effect until the Contracting Officer determines that those significant deficiencies are corrected.

9 | P a g e “This contract may contain information considered sensitive unclassified information (SUI) and would merit protection from unauthorized disclosure under 5 U.S.C, Section 552(b)(4). No information shall be released except as authorized by the Contracting Officer.”

(ii) If the Contracting Officer determines that the Contractor still has significant deficiencies, the Contracting Officer will continue the withholding of progress payments and performance-based payments, and the contractor must continue withholding amounts from its billings on interim cost vouchers in accordance with paragraph (d) of this clause, and not bill for any monies previously withheld.

(iii) If, within 90 days of receipt of the Contractor notification that the Contractor has corrected the significant deficiencies, the Contracting Officer has not made a determination whether the Contractor has corrected all significant deficiencies as directed by the Contracting Officer's final determination, or has not made a determination whether there is a reasonable expectation that the corrective actions have been implemented, the Contracting Officer will reduce withholding directly related to the significant deficiencies covered under the corrective action plan by at least 50 percent of the amount being withheld from progress payments and performance-based payments, and direct the Contractor, in writing, to reduce the percentage withheld on interim cost vouchers by at least 50 percent, until the Contracting Officer makes a determination whether the Contractor has corrected all significant deficiencies as directed by the Contracting Officer's final determination, or has made a determination whether there is a reasonable expectation that corrective actions have been implemented.

(iv) At any time after the Contracting officer reduces or discontinues the withholding of progress payments and performance-based payments, or directs the Contractor to reduce or discontinue the payment withholding from billings on interim cost vouchers under this contract, if the Contracting Officer determines that the Contractor has failed to correct the significant deficiencies identified in the Contractor's notification, the Contracting Officer will reinstate or increase withholding from progress payments and performance-based payments, and direct the Contractor, in writing, to reinstate or increase the percentage withheld on interim cost vouchers to the percentage initially withheld, until the Contracting Officer determines that the Contractor has corrected all significant deficiencies as directed by the Contracting Officer's final determination.

(End of clause)

DISCLOSURE OF CERTAIN EMPLOYEE RELATIONSHIPS (January 2019) (AMS 3.1.7-6)

(a) The policy of the FAA is to avoid doing business with contractors, subcontractors, and consultants who have a conflict of interest or an appearance of a conflict of interest. The purpose of this policy is to maintain the highest level of integrity within its workforce and to ensure that the award of procurement contracts is based upon fairness and merit.

(b) The contractor must provide to the Contracting Officer the following information with its proposal and must provide an information update within 30 days of the award of a contract, any subcontract, or any consultant agreement, or within 30 days of the retention of a Subject Individual or former FAA employee subject to this clause:

10 | P a g e “This contract may contain information considered sensitive unclassified information (SUI) and would merit protection from unauthorized disclosure under 5 U.S.C, Section 552(b)(4). No information shall be released except as authorized by the Contracting Officer.”

(1) The names of all Subject Individuals who:

(i) participated in preparation of proposals for award; or

(ii) are planned to be used during performance; or

(iii) are used during performance; and

(2) The name of each individual, retained in any capacity by the contractor, who was employed by FAA during the five-year period immediately prior to the date of award; and

(1) The date on which the initial expression of interest in a future financial arrangement was discussed with the contractor by any former FAA employee whose name is required to be provided by the contractor pursuant to subparagraph (2); and

(2) The location where any Subject Individual or former FAA employee whose name is required to be provided by the contractor pursuant to subparagraphs (1) and (2), are expected to be assigned.

(c)"Subject Individual" means a current FAA employee's father, mother, son, daughter, brother, sister, uncle, aunt, first cousin, nephew, niece, husband, wife, father-in-law, mother-in-law, son-in-law, daughter-in-law, brother-in-law, sister-in-law, stepfather, stepmother, stepson, stepdaughter, stepbrother, stepsister, half-brother, half-sister, spouse of an in-law, or a member of his/her household.

(d) The contractor must incorporate this clause into all subcontracts or consultant agreements awarded under this contract and must further require that each such subcontractor or consultant incorporate this clause into all subcontracts or consultant agreements at any tier awarded under this contract unless the Contracting Officer determines otherwise.

(e) The information as it is submitted, must be certified as being true and correct. If there is no such information, the certification must so state.

(f) Remedies for nondisclosure: The following are possible remedies available to the FAA should a contractor misrepresent or refuse to disclose or misrepresent any information required by this clause:

(1) Termination of the contract.

(2) Exclusion from subsequent FAA contracts.

(3) Other remedial action as may be permitted or provided by law or regulation or policy or by the terms of the contract.

(g) Annual Certification. The contractor must provide annually, based on the anniversary date of contract award, the following certification in writing to the Contracting Officer:

11 | P a g e “This contract may contain information considered sensitive unclassified information (SUI) and would merit protection from unauthorized disclosure under 5 U.S.C, Section 552(b)(4). No information shall be released except as authorized by the Contracting Officer.”

ANNUAL CERTIFICATION OF DISCLOSURE OF CERTAIN EMPLOYEE

RELATIONSHIPS

The contractor represents and certifies that to the best of its knowledge and belief that during the prior 12-month period:

[ ] A former FAA employee(s) or Subject Individual(s) has been retained to work under the contract or subcontract or consultant agreement and complete disclosure has been made in accordance with subparagraph (b) of AMS Clause 3.1.7-6.

[ ] No former FAA employee(s) or Subject Individual(s) has been retained to work under the contract or subcontract or consultant agreement, and disclosure required by AMS Clause 3.1.7-6 is not applicable.

Authorized Representative Company Name Date

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.

RIGHT OF FIRST REFUSAL OF EMPLOYMENT (October 2019) (AMS 3.2.1.3-2)

12 | P a g e “This contract may contain information considered sensitive unclassified information (SUI) and would merit protection from unauthorized disclosure under 5 U.S.C, Section 552(b)(4). No information shall be released except as authorized by the Contracting Officer.”

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

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

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

(End of clause)

CONTINUITY OF SERVICES– MISSION CRITICAL CONTRACTS (January 2008)

(AMS 3.2.1.5-4)

(a) The contractor recognizes that the supplies and/or services under this contract are critical to FAA and must be continued without interruption during times of National Emergency or Incidents of National Significance. Supplies and/or services to be continued without interruption are:

1. [To be Determined at the Task Order Level]

2. National Emergencies or Incidents of National Significance include:

3. Outbreak of pandemic influenza or infectious disease;

4. Terrorist attack; and (3) Natural disaster.

(b) Because the supplies and/or services under this SIR or contract are deemed critical by FAA, the contractor must make every reasonable effort to deliver these supplies and/or services per the contract requirements during times of National Emergency or Incidents of National Significance; however, the presence of this clause does not affect or diminish the Contractor's rights under Default or Termination clauses incorporated into this SIR or contract.

(c) Within [Number of days to be entered by Contracting Officer] days after award, the contractor must submit a Continuity of Contract Performance Plan to the Contracting Officer (CO) for review and acceptance. This plan describes the processes and tools that the contractor will commit to ensure supplies and/or services are delivered as required during times of National Emergency or Incidents of National Significance. This plan must include the following sections:

13 | P a g e “This contract may contain information considered sensitive unclassified information (SUI) and would merit protection from unauthorized disclosure under 5 U.S.C, Section 552(b)(4). No information shall be released except as authorized by the Contracting Officer.”

(1) Plans and Procedures: Detail the plans and procedures in place that will provide for continued contract performance for supplies and/or services during times of National Emergencies or Incidents of National

Significance;

(2) Essential Functions: Record functions that are essential to the continuation of mission critical contract performance;

(3) Delegations of Authority, Planned Order of Succession, and Cross-Training: Procedures in place to ensure personnel are available to make key decisions and perform critical services when primary personnel are unavailable;

(4) Alternate Operating Facilities: When the primary facility is unavailable, detail plans to make available other facilities unaffected by the National Emergency or Incident of National Significance. If contract performance allows, this may include alternatives such as telecommute;

(5) Interoperable and Effective Communications: Identify alternate communication systems if primary systems are unavailable;

(6) Critical Records or Data: Identify plans in place to ensure critical records and data are still available to ensure the integrity of contract performance;

(7) Protection of Human Capital: Identify comprehensive plans to protect the overall health and welfare of the workforce in times of National Emergency or Incidents of National Significance;

Testing and Training of the Plan: Detail comprehensive testing and training of the plan to improve the execution of contract performance in times of National Emergency or Incidents of National Significance;

(8) Devolution of Control and Direction: Identify plans and the ability to transfer authority and responsibility of essential functions from the primary location to other sites and employees;

and

(9) Reconstitution and Resuming Normal Operations: Identify procedures and processes to expedite the return of contract performance and operations to their normal state.

(e) The Continuity of Contract Performance Plan must be made available by the contractor to all authorized contractor personnel with a "need-to-know" for review and use during the term of the contract.

(f) The Continuity of Contract Performance Plan must be updated as needed.

(End of Clause)

ORDERING (AMS 3.2.4-16) (October 2019)

14 | P a g e “This contract may contain information considered sensitive unclassified information (SUI) and would merit protection from unauthorized disclosure under 5 U.S.C, Section 552(b)(4). No information shall be released except as authorized by the Contracting Officer.”

(a) Any supplies and services to be furnished under this contract must be ordered by issuance of delivery orders or task orders by the individuals or activities designated in the contract. Such orders may be issued from To Be Determined through To Be Determined.

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

(c) If mailed, a delivery order or task order is considered "issued" when the Government deposits the order in the mail. Orders issued by facsimile, email or other electronic commerce methods are considered "issued" when the Government sends the order. Orders may be issued orally only if authorized in the contract.

(End of clause)

ORDER LIMITATIONS (October 2019) (AMS 3.2.4-17)

(a) Minimum order. When the Government requires supplies or services covered by this contract in an amount of less than no minimum, the Government is not obligated to purchase, nor is the Contractor obligated to furnish, those supplies or services under the contract.

(b) Maximum order. The Contractor is not obligated to honor-

(1) Any order for a single item in excess of no maximum;

(2) Any order for a combination of items in excess of no maximum; or

(3) A series of orders from the same ordering office within not applicable days that together call for quantities exceeding the limitation in subparagraph (1) or (2) above.

(c) If this is a requirements contract, the Government is not required to order a part of any one requirement from the Contractor if that requirement exceeds the maximum-order limitations in paragraph (b) above.

(d) Notwithstanding paragraphs (b) and (c) above, the Contractor must honor any order exceeding the maximum order limitations in paragraph (b), unless that order (or orders) is returned to the ordering office within seven (7) days after issuance, with written notice stating the Contractor's intent not to ship the item (or items) called for and the reasons. Upon receiving this notice, the Government may acquire the supplies or services from another source.

INDEFINITE QUANTITY (October 2019) (AMS 3.2.4-20)

15 | P a g e “This contract may contain information considered sensitive unclassified information (SUI) and would merit protection from unauthorized disclosure under 5 U.S.C, Section 552(b)(4). No information shall be released except as authorized by the Contracting Officer.”

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

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

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

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

OPTION TO EXTEND SERVICES (October 2019) (AMS 3.2.4-34)

The Government may require continued performance of any services within the limits and at the rates specified in the contract. These rates may be adjusted only as a result of revisions to prevailing labor rates provided by the Secretary of Labor. The option provision may be exercised more than once, but the total extension of performance hereunder must not exceed 6 months. The Contracting Officer may exercise the option by written notice to the Contractor within the period specified in the Schedule.

OPTION TO EXTEND THE TERM OF THE CONTRACT (October 2019) (AMS 3.2.4- 35)

(a) The Government may extend the term of this contract by written notice to the Contractor within To Be Determined provided, that the Government will give the Contractor a preliminary written notice of its intent to extend at least To Be Determined unless a different number of days is inserted] before the contract expires. The preliminary notice does not commit the Government to an extension.

(b) If the Government exercises this option, the extended contract must be considered to include this option provision.

16 | P a g e “This contract may contain information considered sensitive unclassified information (SUI) and would merit protection from unauthorized disclosure under 5 U.S.C, Section 552(b)(4). No information shall be released except as authorized by the Contracting Officer.”

(c) The total duration of this contract, including the exercise of any options under this clause, must not exceed To Be Determined.

(End of clause)

ATTORNEY-CLIENT PRIVILEGE (January 2016) (AMS 3.2.5-15)

(a) During performance of the contract, the Contractor may be required to attend meetings at which FAA employees seek and receive legal advice from FAA attorneys. The FAA intends, and the Contractor agrees, that such advice must be treated as confidential legal advice, that the Contractor must not discuss with or otherwise disclose such legal advice to any person, that such advice must not be included in notes (electronic or otherwise), written reports, or minutes of such meetings, and that such advice must not be redistributed, forwarded or otherwise transmitted. For the purposes of asserting the Attorney-Client privilege with regard to such information, the Contractor and its employees must be considered agents of the FAA.

(b) During performance of this Contract, the Contractor also may encounter, come into possession of or otherwise become aware of documents or other communications and/or their contents which reflect legal advice from FAA attorneys. The FAA intends, and the Contractor agrees, that such advice must be treated as confidential legal advice, that the Contractor must not discuss with or otherwise disclose such legal advice to any person, that such advice must not be included in notes (electronic or otherwise), written reports, or minutes of such meetings, and that such advice must not be redistributed, forwarded or otherwise transmitted. For the purposes of asserting the Attorney-Client privilege with regard to such information, the Contractor and its employees must be considered agents of the FAA.

(c) Employees of the Contractor may be asked to participate as witnesses in judicial or administrative meetings, litigation or other proceedings where Contractor employees participation is necessary. In such proceedings involving third parties to which the Contractor is not a named party, the Contractor must support the FAA by promptly providing to the FAA any documents requested which the Contractor may have in its possession and by making Contractor employees available to assist FAA attorneys. This clause does not preclude the Contractor or the Contractor employees from being represented by Counsel retained by the Contractor or the Contractor employee, provided such representation is at no direct cost to the

FAA.

(d) The contractor must consider any and all other communications between attorney and client it encounters, however denominated, as communications that are part of the FAA deliberative process, attorney-client or attorney-work product, all of which are privileged and not subject to disclosure outside the Agency or to the public.

(e) If the Contractor believes it cannot or will not comply with the obligations set forth in this clause, it has an affirmative obligation immediately to notify the Contracting Officer. Any failure by the Contractor to ensure compliance by its employees with this clause will be

17 | P a g e “This contract may contain information considered sensitive unclassified information (SUI) and would merit protection from unauthorized disclosure under 5 U.S.C, Section 552(b)(4). No information shall be released except as authorized by the Contracting Officer.”

considered by the FAA to be a material breach of the contract. The obligations set forth in this clause survive the contract. (End of clause)

SYSTEM FOR AWARD MANAGEMENT (July 2018) (AMS 3.3.1-33)

(a) Definitions. As used in this clause

"Data Universal Numbering System (DUNS) number" means the 9-digit number assigned by Dun and Bradstreet, Inc. (D&B) to identify unique business entities.

"Data Universal Numbering System +4 (DUNS+4) number" means the DUNS number assigned by D&B plus a 4-character suffix that may be assigned by a business concern. (D&B has no affiliation with this 4- character suffix.) This 4-character suffix may be assigned at the discretion of the business concern to establish additional SAM records for identifying alternative Electronic Funds Transfer (EFT) accounts for the same parent concern.

"Registered in the SAM database" means that the Contractor has entered all mandatory information, including the DUNS number or the DUNS+4 number, into the SAM database.

"System for Award Management (SAM) Database" means the primary Government repository for Contractor information required for the conduct of business with the Government.

(b)(1) By submission of an offer, the offeror acknowledges the requirement that a prospective awardee shall be registered in the SAM database prior to award, during performance, and through final payment of any contract, basic agreement, basic ordering agreement, or blanket purchasing agreement resulting from this solicitation.

(2) The offeror shall enter, in Representations, Certifications and Other Statements of Offerors Section of the solicitation, the DUNS or DUNS +4 number that identifies the offeror's name and address exactly as stated in the offer. The DUNS number will be used by the Contracting Officer to verify that the offeror is registered in the SAM database.

(c) If the offeror does not have a DUNS number, it should contact Dun and Bradstreet directly to obtain one.

(1) An offeror may obtain a DUNS number

(i) If located within the United States, by calling Dun and Bradstreet at 1-866-705-5711 or via the Internet at http://fedgov.dnb.com/webform; or

(ii) If located outside the United States, by contacting the local Dun and Bradstreet office.

(2) The offeror should be prepared to provide the following information:

(i) Company legal business.

(ii) Trade style, doing business, or other name by which your entity is commonly recognized.

(iii) Company Physical Street Address, City, State, and ZIP Code.

(iv) Company Mailing Address, City, State and ZIP Code (if different from physical street address).

(v) Company Telephone Number.

http://fedgov.dnb.com/webform http://fedgov.dnb.com/webform

18 | P a g e “This contract may contain information considered sensitive unclassified information (SUI) and would merit protection from unauthorized disclosure under 5 U.S.C, Section 552(b)(4). No information shall be released except as authorized by the Contracting Officer.”

(vi) Date the company was started.

(vii) Number of employees at your location.

(viii) Chief executive officer/key manager.

(ix) Line of business (industry).

(x) Company Headquarters name and address (reporting relationship within your entity).

(d) If the offeror does not become registered in the SAM database in the time prescribed by the Contracting Officer, the Contracting Officer may proceed to award to the next otherwise successful registered offeror.

(e) Processing time, which normally takes 48 hours, should be taken into consideration when registering. Offerors who are not registered should consider applying for registration immediately upon receipt of this solicitation.

(f) The Contractor is responsible for the accuracy and completeness of the data within the SAM database, and for any liability resulting from the Government's reliance on inaccurate or incomplete data. To remain registered in the SAM database after the initial registration, the Contractor is required to review and update on an annual basis from the date of initial registration or subsequent updates its information in the SAM database to ensure it is current, accurate and complete. Updating information in the SAM does not alter the terms and conditions of this contract and is not a substitute for a properly executed contractual document.

If registered in SAM as a Service-Disabled Veteran-Owned Small Business (SDVOSB), by submission of an offer, the offeror acknowledges that they are designated as a SDVOSB by the Department of Veterans Affairs, and this designation appears as such on the Veteran Affairs website, https://www.vip.vetbiz.gov.

(g)(1)(i) If a Contractor has legally changed its business name, "doing business as" name, or division name (whichever is shown on the contract), or has transferred the assets used in performing the contract, but has not completed the necessary requirements regarding novation and change-of-name agreements in AMS Procurement Guidance, the Contractor shall provide the responsible Contracting Officer a minimum of one business day's written notification of its intention to:

(A) change the name in the SAM database;

(B) comply with the requirements of AMS regarding novation and change-of-name agreements;

and

(C) agree in writing to the timeline and procedures specified by the responsible Contracting

Officer. The Contractor must provide the Contracting Officer with the notification, sufficient documentation to support the legally changed name.

(ii) If the Contractor fails to comply with the requirements of paragraph (g)(1)(i) of this clause, or fails to perform the agreement at paragraph (g)(1)(i)(C) of this clause, and, in the absence of a properly executed novation or change-of-name agreement, the SAM information that shows the Contractor to be other than the Contractor indicated in the contract will be considered to be

19 | P a g e “This contract may contain information considered sensitive unclassified information (SUI) and would merit protection from unauthorized disclosure under 5 U.S.C, Section 552(b)(4). No information shall be released except as authorized by the Contracting Officer.”

incorrect information within the meaning of the "Suspension of Payment" paragraph of the electronic funds transfer (EFT) clause of this contract.

(2) The Contractor shall not change the name or address for EFT payments or manual payments, as appropriate, in the SAM record to reflect an assignee for the purpose of assignment of claims. Assignees shall be separately registered in the SAM database.

Information provided to the Contractor's SAM record that indicates payments, including those made by EFT, to an ultimate recipient other than that Contractor will be considered to be incorrect information within the meaning of the "Suspension of payment" paragraph of…