I_TFM2_Amend-1_2016-08-23.pdf

TFM-2 SIR DTFAWA-16-R-00010 Amendment 1 Section I

PART II - SECTION I: CONTRACT CLAUSES

Table of Contents

I.1 FAAAMS 3.1-1, CLAUSES AND PROVISIONS INCORPORATED BY REFERENCE (JULY

2011)

Clause Number and Clause Title by Reference

I.2 FAA AMS CLAUSES IN FULL TEXT

1.13-1 Notice of Earned Value Management System (October 2014)

1.13-2 Earned Value Management System (October 2014)

1.13-5 Integrated Master Schedule (October 2014)

1.13-6 Contractor Integrated Baseline Review (January 2013)

1.13-7 Earned Value Management System - Withholding of Payment (October 2014)

3.2.1.5-4 Continuity of Services - Mission Critical Contracts (January 2008)

3.2.2.3-37 Notification of Ownership Changes (July 2004)

3.2.4-34 Option to Extend Services (October 2014)

3.2.5-15 Attorney-Client Privilege (January 2016)

3.5-3 Alternate II - Patent Indemnity (January 2009)

3.6.1-9 Mentor Protégé Program (April 2014)

3.6.2-17 Payment for Overtime Premiums (April 1996)

3.8.2-22 Substitution or Addition Of Personnel (October 2006)

3.10.4-21 Requirements for Software Measures (April 2012)

3.14-2 Contractor Personnel Suitability Requirements (October 2015)

3.14 – 4 Access to FAA Systems and Government Issued Property (October 2015)

PART II - SECTION I: CONTRACT CLAUSES

I.1 FAAAMS 3.1-1, CLAUSES AND PROVISIONS INCORPORATED BY

REFERENCE (JULY 2011)

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: http://conwrite.faa.gov.

(End of clause)

Clause Number and Clause Title by Reference

3.1.7-2 Organizational Conflicts of Interest (August 1997) 3.1.7-4 Organizational Conflict of Interest – Mitigation Plan Required (April 2012) 3.1.7-5 Disclosure of Conflicts of Interest (March 2009) 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 2014) 3.1.9-1 Electronic Commerce and Signature (July 2013) 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 (October 2011) 3.2.2.3-27 Subcontractor Cost or Pricing Data (July 2004) 3.2.2.3-30 Termination of Defined Benefit Pension Plans (July 2004) 3.2.2.3-31 Facilities Capital Cost of Money (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) 3.2.2.3-39 Requirements for Certified Cost or Pricing Data or Other Information – Modifications (July 2010) 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) 3.2.3-2 Cost Accounting Standards (October 2011) 3.2.3-5 Administration of Cost Accounting Standards (April 1996) 3.2.4-5 Allowable Cost and Payment (January 2016) 3.2.4-6 Fixed Fee (January 2011) 3.2.4-8 Incentive Fee (April 1996) [See Section H.10.2 for full text of clause] 3.2.4-27 Limitation of Price and Contractor Obligations (April 1996) http://conwrite.faa.gov/

3.2.4-28 Cancellation of Items (April 1996) 3.2.5-1 Officials Not to Benefit (April 1996) 3.2.5-3 Gratuities or Gifts (January 1999) 3.2.5-4 Contingent Fees (October 1996) 3.2.5-5 Anti-Kickback Procedures (October 2010) 3.2.5-6 Restrictions on Subcontractor Sales to the FAA (April 1996) 3.2.5-6 Alternate I Restrictions on Subcontractor Sales to the FAA (April 1996) 3.2.5-7 Disclosure Regarding Payments to Influence Certain Federal

Transactions (October 2010) 3.2.5-8 Whistleblower Protection for Contractor Employees (April 1996) 3.2.5-13 Contractor Code of Business Ethics and Conduct (April 2010) 3.2.5-14 Display of Hotline Poster(s) (April 2008) 3.3.1-1 Payments (April 1996) 3.3.1-5 Payments Under Time-and-Material and Labor-Hour Contracts (May 2001) 3.3.1-5 Alternate III Payments Under Time-and-Material and Labor-Hour Contracts (April 2012) 3.3.1-6 Discounts for Prompt Payment (May 1997) 3.3.1-8 Extras (May 1997) 3.3.1-10 Availability of Funds (April 2014) 3.3.1-11 Availability of Funds for the Next Fiscal Year (April 1996) 3.3.1-14 Limitation of Funds (April 1996) 3.3.1-15 Assignment of Claims (April 1996) 3.3.1-17 Prompt Payment (April 2012) 3.3.1-20 Providing Accelerated Payments to Small Business

Subcontractors (October 2012) 3.3.1-33 System for Award Management (August 2012) 3.3.1-34 Payment by Electronic Funds Transfer – System for Award

Management (August 2012) 3.3.1-37 Limitation on Government’s Obligation (October 2011) 3.3.1-38 Unenforceability of Unauthorized Obligations (April 2014) 3.3.1-39 Funding – Time –and- Material and Labor-Hours Contracts (January 2015) 3.3.2-1 FAA Cost Principles (January 2016) 3.3.2-2 Reimbursement for Travel and Subsistence (April 2010) 3.4.1-10 Insurance – Work on a Government Installation (July 1996) 3.4-1-11 Insurance – Liability to Third Persons (June 1999) 3.4.1-12 Insurance (July 1996) 3.4.1-13 Errors and Omissions (July 1996) 3.5-1 Authorization and Consent (January 2009) 3.5-2 Notice and Assistance Regarding Patent and Copyright Infringement (January 2009) 3.5-6 Royalty Information (January 2009) 3.5-10 Patent Rights – Ownership by the Contractor (January 2009) 3.5-13 Rights in Data – General (October 2014) Alternate V (January 2009) 3.5-13 Alternate II Rights in Data - General (January 2009) 3.5-13 Alternate III Rights in Data - General (January 2009) 3.5-15 Additional Data Requirements (January 2009)

3.5-16 Rights in Data – Special Works (January 2009) 3.5-18 Commercial Computer Software License (January 2009) 3.5-20 Technical Data Declaration, Revision, and Withholding of Payment – Major Systems (January 2009) 3.5-22 Major System – Minimum Rights (January 2009) 3.6.1-3 Utilization of Small, Small Disadvantaged and Woman-Owned, and Service- Disabled Veteran Owned Small Business Concerns (March 2009) 3.6.1-4 Small, Small Disadvantaged, Women-Owned and Service-Disabled Veteran Owned Small Business Subcontracting Plan (August 2012) 3.6.1-6 Liquidated Damages – Subcontracting Plan (January 2010) 3.6.1-9 Mentor Protégé Program (April 2014) 3.6.1-15 Post-Award Small Business Program Re-representation (April 2011) 3.6.2-2 Convict Labor (April 1996) 3.6.2-5 Certification of Nonsegregated Facilities (March 2009) 3.6.2-9 Equal Opportunity (August 1998) 3.6.2-10 Equal Opportunity Preaward Clearance of Subcontracts (November 1997) 3.6.2-12 Equal Opportunity for Veterans (January 2011) 3.6.2-13 Affirmative Action for Workers With Disabilities (October 2010) 3.6.2-14 Employment Reports on Veterans (January 2011)

3.6.2-35 Prevention of Sexual Harassment (August 1998) 3.6.2-39 Trafficking in Persons (October 2015) 3.6.2-41 Employment Eligibility Verification (September 2009) 3.6.2-44 Notification of Employee Rights Under the National Labor Relations Act

(January 2012) 3.6.3-16 Drug Free Workplace (March 2009) 3.6.3-17 Efficiency in Energy-Consuming Products (July 2013) 3.6.3-20 IEEE 1680 Standards for Environmental Assessment of Electronic Products (April 2015) 3.6.3-23 Delivery of Electronic and Paper Documents (October 2014) 3.6.4-2 Buy American Act – Supplies (October 2014) 3.6.4-5 Buy American – Steel and Manufactured Products (July 2010) 3.6.4-8 Buy American Act – NAFTA Implementation Act – Balance of Payments Program (October 2014) 3.6.4-10 Restrictions on Certain Foreign Purchases (January 2010) 3.6.4-21 Export Control (April 2014) 3.6.5-1 Utilization of Indian Organizations and Indian Owned Economic Enterprises (March 2009) 3.8.2-10 Protection of Government Buildings, Equipment, and Vegetation (April 1996) 3.8.2-11 Continuity of Services (October 2008) 3.8.4-5 Government Supply Sources (April 1996) 3.9.1-1 Contract Disputes (October 2011) 3.9.1-2 Protest After Award (August 1997) 3.10.1-1 Notice of Intent to Disallow Costs (April 1996) 3.10.1-3 Penalties for Unallowable Costs (October 1996) 3.10.1-7 Bankruptcy (April 1996)

3.10.1-9 Stop-Work Order – Alternate I (October 1996) 3.10.1-12 Changes – Fixed-Price – Alternate III (April 1996) 3.10.1-13 Changes – Cost Reimbursement – Alternate II (April 1996) 3.10.1-14 Changes – Time and Materials or Labor Hours (April 1996) 3.10.1-22 Contracting Officer’s Representative (April 2012) 3.10.1-24 Notice of Delay (March 2009) 3.10.1-25 Novation and Change-of-Name Agreements (October 2007) 3.10.1-26 Contractor Performance Assessment Reporting System (April 2013) 3.10.2-2 Subcontracts (Cost-Reimbursement and Ceiling Priced Contracts (October 1996) 3.10.2-3 Subcontracts (Time-and-Materials and Labor Hour Contracts) (April 1996) 3.10.2-5 Competition in Subcontracting (January 1998) 3.10.2-6 Subcontracts for Commercial Items and Commercial Components (April 1996) 3.10.3-1 Definitions (April 2012) 3.10.3-2 Government Property – Basic Clause (October 2014) 3.10.3-2 Alternate I Government Property – Basic clause (April 2004) 3.10.3-2 Alternate II Government Property – Basic clause (April 2004) 3.10.4-25 Alternate Quality Plan System (April 2009) 3.10.6-3 Termination (Cost-Reimbursement) (October 2014) 3.10.6-3 Alternate IV – Termination (Cost Reimbursement) (January 2015) 3.10.6-4 Default (Fixed-Price Supply and Service) (October 1996) 3.10.6-7 Excusable Delays (October 1996) 3.11-1 Commercial Bill of Lading Notations (April 2009) 3.13-5 Seat Belt Use by Contractor Employees (October 2001) 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 (October 2012) 3.14-3 Foreign Nationals as Contractor Employees (April 2014) 3.14-5 Sensitive Unclassified Information (SUI) (July 2013)

I.2 FAA AMS CLAUSES IN FULL TEXT

ANY TAILORING IS SHOWN AS UNDERLINED OR STRIKETHROUGH TEXT.

1.13-1 Notice of Earned Value Management System (October 2014July 2016)

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 American NationalElectronic Industries Alliance Standard ANSI/EIA 748(EIA-748) certified and EVM surveillance documentation demonstrating that you have maintained an American National Standard ANSI/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 American National Standard ANSI/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)

1.13-2 Earned Value Management System (October 2014July 2016)

(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 more effectively. Industry standard American National Standard ANSI/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 American National Standard ANSI/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 with American National Standard ANSI/EIA-748 before 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 CDRL M04.

(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 the 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)

1.13-5 Integrated Master Schedule (October 2014)

(a) Offerors (you) must submit an Integrated Master Schedule (IMS) report prepared under Integrated Program Management Report (IPMR) CDRL/DID M04.

(b) You must manage the execution of the TFMS program using the IMS as a day-to-day execution tool and periodically assess program progress in meeting program requirements. You must report on program progress consistent with the IMS at each program management review, at selected technical reviews and at other times at the Government's request.

(c) You 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 shall 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.

1.13-6 Contractor Integrated Baseline Review (January 2013July 2016)

(a) The Contractor (you) must participate in a Government-conducted Integrated Baseline Review (IBR) with acceptable action plans approved by the Contracting Officer within 180 120 days after contract award or after executing major contract modifications (as determined by the

CO).

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

(End of clause)

1.13-7 Earned Value Management System - Withholding of Payment (October 2014)

(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 shall 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.

(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 shall, 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, shall 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:

(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 shall 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.

(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.

3.2.1.5-4 Continuity of Services - Mission Critical Contracts (January 2008)

(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:

All TFMS operations efficiency-critical functions.

(b) National Emergencies or Incidents of National Significance include:

(1) Outbreak of pandemic influenza or infectious disease;

(2) Terrorist attack; and

(3) Natural disaster.

(c) 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.

(d) In lieu of of a Continuity of Contract Performance Plan, the contractor must submit Disaster Recovery Center (DRC) Standard Operating Procedures (SOPs) for TFMS in accordance with the related CDRL/DID L13 within 90 days after award 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:

(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;

(8) 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;

(9) 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

(10) 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)

3.2.2.3-37 Notification of Ownership Changes (July 2004)

(a) The Contractor (you) must notify FAA in writing within 30 days when you become aware that a change in ownership has occurred or will occur and that the change could affect the value of your capitalized assets in the accounting records, asset valuations, or cause any other cost changes.

(b) You must:

(1) Maintain current, accurate, and complete inventory records of assets and their costs;

(2) Provide the Contracting Officer (CO) access to the records on request;

(3) Ensure that all individual and grouped assets, their capitalized values, accumulated depreciation or amortization, and remaining useful lives are identified accurately before and after each of your ownership changes; and

(4) Retain and maintain depreciation and amortization schedules based on the asset records maintained before each ownership change.

(c) You must include the substance of this clause in all subcontracts under this contract with a value exceeding $1,000,000 and that require cost and price data.

3.2.4-34 Option to Extend Services (October 2014)

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 shall not exceed 6 months. The Contracting Officer may exercise the option by written notice to the Contractor within the period specified in the Schedule.

(End of clause)

3.2.4-35 Option to Extend the Term of the Contract (April 1996)

(a) The Government may extend the term of this contract by written notice to the Contractor within 24 hours before the contract expires provided, that the Government shall give the Contractor a preliminary written notice of its intent to extend at least 60 days 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 shall be considered to include this option provision.

(c) The total duration of this contract, including the exercise of any options under this clause, shall not exceed 150 months.

(End of clause)

3.2.5-15 Attorney-Client Privilege (January 2016)

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

3.3.1-11 Availability of Funds for the Next Fiscal Year (April 1996)

Funds are not presently available for performance under this contract beyond ***. The FAA 's obligation for performance of this contract beyond that date is contingent upon the availability of appropriated funds from which payment for contract purposes can be made. No legal liability on the part of the FAA for any payment may arise for performance under this contract beyond ***, until funds are made available to the Contracting Officer for performance and until the Contractor receives notice of availability, to be confirmed in writing by the Contracting Officer.

*** Note that this clause is applicable to the T&M Task Orders issued under CLINs 6, 7 and 8.

Each task order issued thereunder must address the availability of funds issue as it applies to that individual task order.

(End of clause)

3.5-3 Alternate II - Patent Indemnity (January 2009)

(a) The Contractor must indemnify the Government and its officers, agents, and employees against liability, including costs, for infringement of any United States patent (except a patent issued upon an application that is now or may hereafter be withheld from issue pursuant to a Secrecy Order under 35 U.S.C. 181) arising out of the manufacture or delivery of supplies, the performance of services, or the construction, alteration, modification, or repair of real property (hereinafter referred to as construction work) under this contract, or out of the use or disposal by or for the account of the Government of such supplies or construction work.

(b) This indemnity must not apply unless the Contractor must have been informed as soon as practicable by the Government of the suit or action alleging such infringement and must have been given such opportunity as is afforded by applicable laws, rules, or regulations to participate in its defense. Further, this indemnity must not apply to

(1) An infringement resulting from compliance with specific written instructions of the Contracting Officer directing a change in the supplies to be delivered or in the materials or equipment to be used, or directing a manner of performance of the contract not normally used by the Contractor;

(2) An infringement resulting from addition to or change in supplies or components furnished or construction work performed that was made subsequent to delivery or performance; or,

(3) A claimed infringement that is unreasonably settled without the consent of the Contractor, unless required by final decree of a court of competent jurisdiction.

(c) This patent indemnification must apply to the following items: all products and data delivered to the Government under this contract.

(End of Clause)

3.6.1-9 Mentor Protégé Program (April 2014)

(a) Large and small businesses are encouraged to participate in the FAA pilot Mentor-Protégé program for the purpose of providing developmental assistance to eligible protégé entities to enhance their capabilities and increase their participation in FAA contracts.

(b) The pilot program consists of:

(1) Mentor firms, which are large prime contractors or eligible small businesses capable of providing developmental assistance;

(2) Protégé firms, which include socially and economically disadvantaged businesses, service-disabled veteran-owned small businesses, historically black colleges and universities, minority educational institutions, and woman-owned small businesses; and

(3) Mentor-Protégé agreements, approved by the Contracting Officer and the Small Business Program Development Group.

(c) Mentor participation in the program means providing technical, managerial, and financing assistance to aid protégés in developing requisite high-tech expertise and business systems to compete for and successfully perform FAA contracts and subcontracts.

(d) For further information, contractors interested in participating in the pilot program are encouraged to contact the FAA Small Business Program Development Group at:

Federal Aviation Administration Washington Headquarters 800 Independence Avenue, SW Room 432 Attn: Marcus Benefield, Management/Program Analyst Small Business Development Program Group (ACQ-021)

(202) 267-3293

(End of clause)

3.6.2-17 Payment for Overtime Premiums (April 1996)

(a) The use of overtime is authorized under this contract if the overtime premium cost does not exceed $0.00 or the overtime premium is paid for work--

(1) Necessary to cope with emergencies such as those resulting from accidents, natural disasters, breakdowns of production equipment, or occasional production bottlenecks of a sporadic nature;

(2) By indirect-labor employees such as those performing duties in connection with administration, protection, transportation, maintenance, standby plant protection, operation of utilities, or accounting;

(3) To perform tests, industrial processes, laboratory procedures, loading or unloading of transportation conveyances, and operations in flight or afloat that are continuous in nature and cannot reasonably be interrupted or completed otherwise; or

(4) That will result in lower overall costs to the Government.

(b) Any request for estimated overtime premiums that exceeds the amount specified above shall include all estimated overtime for contract completion and shall--

(1) Identify the work unit; e.g., department or section in which the requested overtime will be used, together with present workload, staffing, and other data of the affected unit sufficient to permit the Contracting Officer to evaluate the necessity for the overtime;

(2) Demonstrate the effect that denial of the request will have on the contract delivery or performance schedule;

(3) Identify the extent to which approval of overtime would affect the performance or payments in connection with other Government contracts, together with identification of each affected contract; and

(4) Provide reasons why the required work cannot be performed by using multishift operations or by employing additional personnel.

(End of clause)

3.8.2-22 Substitution or Addition Of Personnel (October 2006)

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

(2) Substitution of Personnel.

(a) For the first [18 months] of contract performance, the Contractor must not substitute personnel for the individuals whose resumes or other personal qualification were submitted with its offer and that were determined by the Contracting Officer to be acceptable at the time of contract award, unless such substitutions are because of an individual's sudden illness, death, or termination of employment. In any of these events, the Contractor must promptly notify the Contracting Officer and propose substitute personnel as required by paragraph (4) below.

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

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

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

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

3.10.4-21 Requirements for Software Measures (April 2012)

The requirements of this clause are incorporated in the related CDRL/DIDs E06, Software Development Plan, and M06 Management Indicators Report – additional separate deliverables for a “Software Measurements Plan” and reports are not required.

(a) Software Measurements Plan

(1) Draft.

(i) Content. The Contractor shall provide a draft software measurements plan for collecting and reporting software measurement data. The plan shall include the following:

(A) a measurement definition;

(B) the measurement approach ;

(C) how data will be collected;

(D) measurement methodologies;

(E) how the data will be utilized in the Contractor's internal management of the program

(F) issues to be addressed;

(G) the measures to be utilized;

(H) an estimation methodology;

(I) the method used to measure actual data;

(J) the data reporting format and associated mechanism

(K) a description of any tools utilized;

(L) points of contact and responsibilities;

(M) organizational communications and interfaces.

(ii) Approval. The Contractor shall submit the plan to the Contracting Officer for review and approval within ** days after date of award. The Contracting Officer will notify the Contractor of the approval or rejection of the plan within ** days after receipt.

(iii) Substitute Measures. In the event that an FAA-specified measure is unavailable, the

Contractor shall request a substitution in its plan. The request shall identify the substitute software measure with a data definition, rationale for the change, a description of how this measure addresses the identified issue, and a description of how this measure will be used internally. The proposed substitute software measure shall be readily available from the Contractor's software development process.

(2) Modifying the Approved Plan. After the draft software measurements plan is approved by the Contracting Officer, the Contractor shall not modify the approved plan without the prior review and approval of the Contracting Officer. The Contractor shall notify the Contracting Officer immediately of a proposed change to the software measurement parameters defined in the approved plan and provide an updated plan in writing to the Contracting Officer within 30 days of the change. The updated plan shall document the proposed changes, such as those related to definitions, estimation methodologies, or actual measurement approaches. The updated plan requires approval by the Contracting Officer.

(b) Monthly Reports. The Contractor shall submit a monthly progress report on actual data collected during the previous calendar month related to the software development. The report shall address each data item at the specified collection level on each software measure specified in the plan and use the same measurement methodology specified in the plan. The Contractor shall not report data as actuals, until the criteria for counting actuals has been successfully met.

The Contractor shall submit this report to the Contracting Officer on a monthly basis, within 30 days after the data is collected.

(c) Contractor Access. The Contracting Officer may require access at reasonable times to contractor personnel, contract software records and processes from time to time to gather or validate information related to the software that is not otherwise provided under the contract.

The access could be for the purpose of interviewing contractor personnel, conducting audits of the software development processes and practices, and performing other examinations related to the software development or software measures. In these instances, the Contractor shall also provide explanations and rationale for changes, answer questions, and provide clarifications regarding the measurement process and associated data and information to the product team members engaged in administering the contract. The Contractor shall contact the Contracting Officer in the event of requested access that appears to be inappropriate or unreasonable.

** Contracting Officer to insert information.

3.14-2 Contractor Personnel Suitability Requirements (October 2015July 2016)

1. No contractor employee, subcontractor, or consultant will be granted unescorted access without possessing a valid FAA Identification Card.

2. Consistent with FAA Order 1600.72, the FAA Servicing Security Element (SSE) must approve designated risk levels for the positions under the contract. Those risk levels are:

The following risk levels have been approved by the Manager of the Contractor Operations Branch, AIN-420, on August 4, 2015:

Business Manager Moderate Chief Principal Systems Engineer Moderate Test Manager Moderate ILS Manager Moderate Operations and Maintenance Manager Moderate Integrated Product Team Lead Moderate Program Manager Moderate System Engineering Senior Moderate Software Engineering Manager Moderate Software Engineering Senior Moderate System Architect Moderate Task Leader Moderate System Security Specialist Moderate Configuration Management Support LOW Hardware Engineering - Mid-Level LOW

Hardware Engineering-Senior-Level LOW ILS-Engineering- Entry-Level LOW ILS-Engineering- Mid-Level LOW ILS-Engineering- Senior LOW Program Control Analyst LOW Quality Control Staff LOW Senior Configuration Management LOW Senior Quality Control LOW Software Engineering- Entry-Level LOW Software Engineering- Mid-Level LOW Support Staff LOW Systems Engineering- Entry-Level LOW Systems Engineering- Mid-Level LOW Test Engineering- Entry-Level LOW Test Engineering- Mid-Level LOW Test Engineering- Senior LOW Training Engineering- Mid-Level LOW Training Engineering- Senior LOW Training Manager LOW

3. For all contractor employees, subcontractors, or consultants requiring a FAA Identification

Card, the contractor will:

a. Submit to the SSE a point of contact (POC) who will enter applicant data into the Vendor Applicant Process (VAP) system (vap.faa.gov)

b. The Contractor's VAP POC is responsible for entering all contractor employee information into the system.

4. Authorization for the contractor to begin work will be an interim or final suitability notification from the SSE.

5. If an employee has had a previous U. S. Government conducted background investigation which meets, at the minimum, the investigative requirements FAA Order 1600.72 and Federal Information Processing Standards Publication 201 (FIPS-201) series, it will be accepted by the FAA. However, the FAA reserves the right to conduct further investigations, if necessary.

a. If a prior investigation exists and there has not been a two-year break in service by the applicant, the SSE will notify the contractor that no investigation is required and that final suitability is approved.

b. The contract may include positions that are temporary, seasonal, or under escort only as defined by FAA Order 1600.72. [In such cases, an OPM Position

Designation Tool (PD Tool) for each specific position will be established as the minimum investigative requirements may differ from the NACI.]

6. If no previous investigation exists, the SSE will:

a. Send the applicant an e-mail (this step may be delegated to VAP POC) stating that no previous investigation exists and the applicant must complete a form through the Electronic Questionnaires for Investigations Processing (eQIP) system;

b. Instruct the applicant how to enter and complete the eQIP form;

c. Provide where to send/fax signature and release pages and other applicable forms;

d. Provide instructions regarding fingerprinting.

e. The applicant must complete the eQIP form and submit other required material within 15-calendar-days of receiving the e-mail from the SSE.

f. For items to be submitted outside eQIP, the contractor must submit the required information, referencing the contract number, as follows:

For Headquarters Contracts:

Manager, Contractor Operations Branch, AIN-420 800 Independence Avenue, S.W., Room 315 Washington, D.C. 20591

Regional and Center Contracts: Not applicable

7. The CO will provide notice to the contractor within 24-hours after receipt of a determination that the contractor or its employee has not complied with any security related contract requirements, any security related FAA Order, or if a contractor employee's conduct is objectionable or contrary to the public interest, or inconsistent with the best interest of national security.