DNTS SIR Sect H.pdf

Dedicated Network Telecommunications System (DNTS) SIR # 693KA8-24-R-00007

H-1

PART I - SECTION H

SPECIAL CONTRACT REQUIREMENTS

TABLE OF CONTENTS

H.1. Representations, Certifications, and Other Statements Incorporated By Reference

H.2. FAA AMS Clauses Incorporated In Full Text

H.3. Warranty

H.4. Access To Government Facilities

H.5. Contractor Work and Management

H.6. Release and Dissemination of Information

H.7. Observance of Legal Holidays

H.8. Employee Termination

H.9. Personal Services

H.10. Notification of Debarment or Suspension Status

H.11. Government Furnished Equipment/Data/Materials

H.12. Interpretation of Contract (Notice of Ambiguities)

H.13. Notice of Intent to Phase out Equipment Production

H.14. Removal of Contractor-Provided Equipment

H.15. Rights in Existing Works

H.16. AMS 3.14-3 Foreign Nationals as Contractor Employees (Modified)

H-2

H.1. Representations, Certifications, and Other Statements Incorporated By Reference

All representations, certifications, and other written statements made by the Contractor in response to

Section K of the SIR, incident to the award of this Contract or modification of this Contract, are hereby incorporated by reference into this Contract with the same force and effect as if they were given in full text herein.

H.2. FAA AMS Clauses Incorporated In Full Text

3.1.9-1 Electronic Commerce and Signature (July 2020)

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

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

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

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

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

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

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

(e) Contractors must not digitally sign any documents with software that uses the Secure Hash Algorithm

1 (SHA-1). All digitally signed documents and contracts sent to the FAA must use a SHA-256 or higher hash algorithm. This is based on the National Institute of Standards and Technology (NIST) Policy

Statement on Hash Functions dated August 5, 2015. Further guidance on the use of SHA-256 is in NIST

Special Publication (SP) 800-57 Part 1, section 5.6.2 as amended and SP 800-131A, Revision 1 dated

November 6, 2015. Additional guidance on the use of SHA-3 is in NIST SP 800-185 as amended.

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

(End of Clause)

H-3

3.2.5-7 Disclosure Regarding Payments to Influence Certain Federal Transactions

(January 2022)

(a) Definitions.

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

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

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

(i) The awarding of any Federal contract.

(ii) The making of any Federal grant.

(iii) The making of any Federal loan.

(iv) The entering into of any cooperative agreement.

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

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

Natives.

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

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

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

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

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

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

(iv) An individual who is a member of a Federal advisory committee, as defined by the Federal Advisory

Committee Act, title 5, United States Code, appendix 2.

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

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

Federal Government.

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

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

H-4

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

(13) 'State,' as used in this clause, means a State of the United States, the District of Columbia, the

Commonwealth of Puerto Rico, a territory or possession of the United States, an agency or instrumentality of a State, and multi-State, regional, or interstate entity having governmental duties and powers.

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

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

(2) If any funds other than Federal appropriated funds (including profit or fee received under a covered

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

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

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

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

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

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

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

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

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

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

H-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, 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.

H-6

(1) If the Contractor, who requests or receives from an agency a Federal contract, has made or has agreed to make any payment using non-appropriated funds (to include profits from any Covered Federal action), to any person for the purpose of influencing or attempting to influence an officer or employee of any

Agency, a Member of Congress, an officer or employee of Congress, or an employee of a Member of

Congress on his or her behalf in connection with a Covered Federal action, the Contractor must file with that agency a disclosure form, OMB Standard Form LLL, Disclosure of Lobbying Activities..

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

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

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

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

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

(4) All subcontractor disclosure forms must be forwarded from tier to tier until received by the prime

Contractor. The prime Contractor must submit all disclosures to the Contracting Officer at the end of the calendar quarter in which the disclosure form is submitted by the subcontractor.

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

(f) Penalties.

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

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

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

(End of clause)

3.8.2-17 Key Personnel and Facilities (July 2019)

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

(b) Prior to removing, replacing, or diverting any of the specified personnel and/or facilities, the

Contractor must notify in writing, and receive consent from, the Contracting Officer reasonably in advance of the action and must submit justification (including proposed substitutions) in sufficient detail to permit evaluation of the impact on this contract.

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

(d) The key personnel and/or facilities under this contract are:

H-7

Position Name Email and phone

DNTS Program Manager

DNTS Configuration

Management Lead

DNTS Logistics Manager

DNTS Test Manager

DNTS Training Lead

[Name and Contact information to be completed at award]

The positions listed above represent roles that the Contractor must staff with key personnel subject to the terms and conditions listed below.

A key personnel may be assigned to more than one role if they are able to perform the duties of the positions to the Government’s satisfaction.

Each key personnel must meet the minimum labor category qualifications specified in

Attachment J-3 Labor Categories, Section 1.2 Key Personnel for that position.

The responsibilities of each role are summarized as follows:

DNTS Program Manager – Has overall responsibility for all work efforts performed under the DNTS contract. Leads DNTS Program Management Reviews and serves as the Contractor’s primary focal point to the Government’s DNTS Program Office and DNTS Contracting Officer.

DNTS Configuration Manager – Serves as the Contractor’s technical lead for the DNTS equipment/software and all configuration management and architectural issues. Engages in the resolution of technical and operational issues as needed. Attends all configuration audits and serves as the

Contractor’s primary representative on all configuration data and issues.

DNTS Logistics Manager – Has overall responsibility for logistics planning, management, and information under the DNTS contract. Supports the resolution of operational issues as needed. Serves as the Contractor’s representative on all logistics management data and issues.

DNTS Test Manager - Has overall responsibility for planning, coordinating, supervising, and reporting of all test activities required in the contract. Serves as the Government’s point of contact for all testing activities and ensures all tests are performed in accordance with the Contractor Master Test Plan and

Contractor Verification Requirements Tracability Matrix. Must attend all Program Management Reviews and testing events including every day of the Factory Acceptance Test.

DNTS Training Lead – Has overall responsibility for the development and delivery of DNTS training.

Serves as the DNTS Contractor representative on all training issues and tasks. Attends the Contractor-hosted Training Guidance Conference to ensure contractors’ understanding of the training requirements and all other training related events, including the Course-walkthrough, Operational Tryout, and First

Course Conduct.

H-8

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 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.

H-9

(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 disclose any data and information obtained from another source without restriction.

H.3. Warranty

a) Definitions.

"Acceptance," as used in this clause, means the act of an authorized representative of the

Government by which the Government assumes for itself, or as an agent of another, ownership of existing and identified supplies, or approves specific services rendered, as partial or complete performance of the contract.

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

"Supplies," as used in this clause, means the end items furnished by the Contractor and related services required under this contract. The word includes all equipment and software delivered under the contract (inclusive of the lowest replaceable units as stated in section C.3.2.6 Product

Baseline).

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

b) Notwithstanding inspection and/or acceptance by the Government of the supplies furnished under this contract, any terms or condition of this contract concerning the conclusiveness thereof, and any other term or conditioning of this contract, the Contractor must warrant for the Government:

1) A warranty term as specified in the table below (To be completed at Contract Award – minimum requirement is manufacturer’s standard warranty):

Item(s) Manufacturer Warranty Term

H-10

2) That all supplies must conform to the design and manufacturing requirements of the contract. For the purposes of this clause, "design and manufacturing requirements" include drawings, specifications, statement of work, and manufacturing particulars, including precise measurements, tolerances, processes, materials and finished product tests;

3) That all supplies will be free from all defects in materials and workmanship; and

4) That all supplies will conform to the performance requirements of the contract.

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

d) Unless otherwise agreed to by the Government in writing, when items covered by these warranties are returned to the Contractor pursuant to this clause, the Contractor must pay the transportation costs and bear the risk of loss or damage from the place of delivery specified in the contract (irrespective of the f.o.b. point or point of acceptance) to the Contractor's plant and return to the designated supply depot.

e) When items covered by these warranties are repaired by the Contractor pursuant to this clause and IAW

Section C.3.3.8, the repaired units must be accepted by the QRO IAW Section E.2 Inspection and

Acceptance.

f) When return, correction, or replacement of equipment occurs in accordance with this warranty, the

Contractor must bear all costs incurred in satisfying this warranty.

g) Unless otherwise agreed to by the Government in writing, when return, correction, or replacement of equipment occurs in accordance with this warranty, the Contractor must complete the warranty action within 120 calendar days after receipt of the warranted equipment.

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

i) When the Contractor believes that returned LRUs are not covered by warranty as set forth in the paragraph above, the Contractor must provide written rationale to the Contracting Officer, within fifteen (15) business days of receipt of the LRUs. The Contracting Officer will provide a written determination within fifteen (15) business days as to warranty coverage.

j) Any returned LRUs determined to be not covered under warranty must be inducted into the repair program. The Contractor must provide services and reporting as required in Section C.3.3.8 and the

Monthly Repair Status Report (L005).

Commented [FAW(1]: Is there a SOW reference for this?

Recommend adding.

H-11

H.4. Access To Government Facilities

Access to all Government facilities must be coordinated with the Government’s designated COR. While

Contractor personnel are at Government facilities, they must comply with all rules and regulations of the site and AMS Clause 3.14-4 Access to FAA Facilities, Systems, Government Property, and Sensitive

Unclassified Information (see Section I).

H.5. Contractor Work and Management

All work under this contract must be performed and managed in a skillful, efficient, and professional manner. The Contractor is solely responsible for phasing, scheduling, and planning of work under the contract in order to meet all requirements within the established delivery schedule.

H.6. Release and Dissemination of Information

a) There must be no dissemination or publication, except in and between the Contractor and any subcontractors as necessary, of information (including photographs, films, public announcements, and denial or confirmation of same) contained in reports to be furnished pursuant to this contract without prior written approval of the CO.

b) The Contractor must not refer to the services furnished pursuant to the provisions of this contract in any publication, advertisement, web site, or news release, without the prior written consent of the CO.

H.7. Observance of Legal Holidays

a) The FAA observes Federal Holidays as follows:

New Year’s Day Labor Day

Martin Luther King Day Columbus Day

Presidents’ Day Veterans Day (November 11)

Memorial Day Thanksgiving Day

Juneteenth Christmas Day

Independence Day

b) 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. Veterans Day is a legal holiday on the actual date.

c) 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

H-12

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

H.8. Employee Termination

The Contractor must notify the COR within 24 hours, or the next business day, whenever an employee performing work under this contract terminates employment. The Contractor will be responsible for returning all Department of Transportation (DOT)-issued contractor/employee identification and all other

DOT property, including Government-furnished information, to the Contracting Officer.

H.9. Personal Services

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

Contractor must promptly notify the Contracting Officer of this communication or action.

b) The Contractor must not perform any inherently governmental functions under this contract. No

Contractor employee must hold him or herself out to be a Government employee, agent or representative. No Contractor employee must state orally or in writing at any time that he or she is acting on behalf of the Government. In all communications with third parties in connection with this contract, Contractor employees must identify themselves as Contractor employees and specify the name of the company for which they work. In all communications with other

Government contractors in connection with this contract, the Contractor employee must state that they have no authority to in any way change the contract and that if the other Contractor believes this communication to be a direction to change their contract, they should notify the Contracting

Officer for that contract and not carry out the direction until a clarification has been issued by the

Contracting Officer.

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

H.10. Notification of Debarment or Suspension Status

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

H.11. Government Furnished Equipment/Data/Materials

a) The Contractor must have access to Government data relevant to performance under this contract but must not use or distribute materials or any other product arising from performance of this contract other than as stated in the Statement of Work. All equipment, program codes and materials furnished (including contractor acquired property paid for by the Government) and approved equipment, software and materials purchased by the Contractor which are reimbursable under this contract, are Government property, whether expressly under signed custody of the

Contractor or not, and must be returned to the Government. Any software purchased in

H-13 performance of this contract must be licensed to the FAA. Any information, not previously published, received from the Government in connection with this contract, or furnished to the

Contractor from other sources in response to the Government’s requirements under this contract, will be restricted to this project, and may not be disclosed or used for any other purpose, without the prior written approval of the Contracting Officer. These restrictions do not apply to information which:

(1) Currently or subsequently enters the public domain;

(2) Has been released to any third party, without restrictions; or

(3) Is obtained by the Contractor independent of the Government.

b) Facilities, Items, and Services – The Government will not furnish facilities, items, or services except as provided herein.

c) These requirements include Government equipment/data/materials in the control or possession of subcontractors.

H.12. 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 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.

b) It is the obligation of the Contractor to 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 specifications and the applicable drawings or 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 out of such ambiguities, discrepancies, inconsistencies and conflicts.

H.13. Notice of Intent to Phase out Equipment Production

The Contractor must notify the Government NLT 360 calendar days prior to their intent to phase out from their production or inventory any hardware or software items provided under this contract.

H.14. Removal of Contractor-Provided Equipment

At the conclusion of the contract or when precipitated by the discontinuation of any associated services, the Contractor must remove any Contractor-provided equipment from Government facilities within thirty

(30) calendar days. In addition, the Contractor must coordinate site access with the Government’s designated site points-of-contact at least seven (7) calendar days prior to visiting the site to remove the equipment.

H-14

H.15. Rights in Existing Works

In accordance with AMS Clause 3.5-17 Rights in Data-Existing Works (January 2009), the Contractor grants to the Government, and others acting on its behalf, a paid-up nonexclusive, irrevocable, worldwide license to reproduce, prepare derivative works, and perform publicly and display publicly, by or on behalf of the Government, for all the material or subject matter called for under this contract including all manufacturer equipment and software documentation, user guides, operator manuals, etc.

H.16. AMS 3.14-3 Foreign Nationals as Contractor Employees (Modified)

a. Foreign National Contractor and Subcontractor Employees With No Access to FAA

Facilities, Systems, Resources, or SUI. Foreign nationals working as FAA contractor or subcontractor employees under this contract at a U.S. location or at a location outside the U.S., who do not have access to FAA facilities, systems, resources, or sensitive unclassified information (SUI) are (i) not subject to investigative requirements and (ii) are exempt from the requirement to have resided in the U.S. for at least the last three years.

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

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

1. Foreign National Contractor or Subcontractor Employees Working at U.S.

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

i. The individual is a lawful permanent resident of the U.S., as evidenced by a

Permanent Resident Card I-551, or is otherwise legally authorized to work in the

U.S., as verified through the Department of Homeland Security Systematic Alien

Verification for Entitlements system, or any successor system;

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

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

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

2. Foreign National Contractor or Subcontractor Employees Working at Foreign

Locations.

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

H-15

1. The appropriate background investigation, based on the position’s risk level, can be accomplished, in accordance with the requirements of FAA

Order 1600.1F, chapter 8, section 10(b); and,

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

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

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

or foreign location, must also:

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

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

FAA Export Control Compliance.

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

(End of Section H)