Section I 20161222.pdf

DTFAWA-17-R-00010

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PART II - SECTION I

CONTRACT CLAUSES

TABLE OF CONTENTS

I.1 AMS 3.1-1 CLAUSES AND PROVISIONS INCORPORATED BY REFERENCE

(OCTOBER 2016)

I.2 AMS 1.13-6 CONTRACTOR INTEGRATED BASELINE REVIEW (OCTOBER

2014)

I.3 AMS DISCLOSURE OF CERTAIN EMPLOYEE RELATIONSHIPS

I.4 AMS 3.2.4-17 ORDERING LIMITATIONS (OCTOBER 1996)

I.5 AMS 3.2.4-20 INDEFINITE QUANTITY (JULY 1996)

I.6 AMS 3.2.4-35 OPTION TO EXTEND THE TERM OF THE CONTRACT (APRIL

1996)

I.7 AMS 3.3.1-33 SYSTEM FOR AWARD MANAGEMENT (AUGUST 2012)

I.8 AMS 3.3.1-35 CERTIFICATION OF REGISTRATION IN SYSTEM FOR

AWARD MANGEMENT (AUGUST 2012)

I.9 AMS 3.3.1-37 LIMITATION ON GOVERNMENT'S OBLIGATION (OCTOBER

2011)

I.10 3.4.2-5 TAXES - FOREIGN FIXED-PRICE CONTRACTS (APRIL 2013

I.11 AMS 3.5-13/ALT2 RIGHTS IN DATA--GENERAL ALTERNATE II (JANUARY

2009)

I.12 AMS 3.9.1-1 CONTRACT DISPUTES (OCTOBER 2011)

I.13 AMS 3.14-2 CONTRACTOR PERSONNEL SUITABILITY REQUIREMENTS

(OCTOBER 2015)

I.14 AMS 3.14-3 FOREIGN NATIONALS AS CONTRACTOR EMPLOYEES (APRIL

2014)

I.15 AMS 3.14-4 ACCESS TO FAA SYSTEMS AND GOVERNMENT ISSUED

PROPERTY (OCTOBER 2015)

I.16 AMS 3.14-5 SENSITIVE UNCLASSIFIED INFORMATION (SUI) (JULY 2013)

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I.1 AMS 3.1-1 CLAUSES AND PROVISIONS INCORPORATED BY REFERENCE

(OCTOBER 2016)

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://www.asu.faa.gov/conwrite/ (on this web page, select "Search and View Clauses").

3.1.7-2 Organizational Conflicts of Interest (July 2011) 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) 3.2.2.3-29 Integrity of Unit Prices (July 2004) 3.2.2.3-32 Waiving Facilities Capital Cost of Money (July 2004) 3.2.2.3-33 Order of Precedence (March 2009) 3.2.2.3-74 Site and Depot Level Spare Parts (July 2004) 3.2.2.3-81 Prohibition Against Contracting with Inverted Domestic Corporations-

Representation (October 2015) 3.2.2.3-82 Prohibition on Conducting Restricted Business Operations in Sudan –

Certification (July 2012) 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) 3.2.2.7-7 Certification Regarding Responsibility Matters (January 2010) 3.2.2.7-8 Disclosure of Team Arrangements (April 2008) 3.2.4-27 Limitation of Price and Contractor Obligations (April 1996) 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) 3.2.5-6Alt 1 Restrictions on Subcontractor Sales to 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) 3.3.1-1 Payments (April 1996) 3.3.1-5 Payments under Time-and-Materials and Labor-Hour Contracts (May 2001) 3.3.1-6 Discounts for Prompt Payment (May 1997) 3.3.1-8 Extras (May 1997) http://www.asu.faa.gov/conwrite

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3.3.1-9 Interest (September 2009 3.3.1-10 Availability of Funds (April 2014)

3.3.1-14 Prompt Payment (April 2012) 3.3.1-15 Assignment of Claims (April 1996) 3.3.1-17 Prompt Payment (April 2012) 3.3.1-20 Providing Accelerated Payment to Small Business Subcontractors 3.3.1-27 Invoices for Equipment Delivered 3.3.1-30 Progress Payments Not Included (November 1997) 3.3.1-34 Payment by Electronic Funds Transfer – System for Award Management

(August 2012) 3.3.1-38 Unenforceability of Unauthorized Obligations (April 2014) 3.3.2-1 FAA Cost Principles (January 2016) 3.4.1-10 Insurance – Work on a Government Installation (Jul 1996)

3.4.1.14 Liability and Insurance – Leased Motor Vehicles (August 1997) 3.4.2-6 Taxes--Contracts Performed in U.S. Possessions or Puerto Rico (October

1996) 3.4.2-8 Federal, State, and Local Taxes--Fixed Price Contract (April 2013) 3.5-1 Authorization and Consent (January 2009) 3.5-2 Notice and Assistance Regarding Patent and Copyright Infringement

(January 2009) 3.5-13 Rights in Data--General (October 2014) 3.5-18 Commercial Computer Software License (January 2009) 3.6.1-3 Utilization of Small, Small Disadvantaged, Women-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) 3.6.1-9 Mentor-Protégé Program (April 2016) 3.6.1-10 Evaluation of Contractor Participation in the FAA Mentor Protégé Program

(January 1999) 3.6.1-11 Mentor-Protégé Requirements and Evaluation (April 2016) 3.6.2-4 Walsh-Healey Public Contracts Act (October 2014) 3.6.2-7 Preaward On-Site Equal Opportunity Compliance Review (July 2011) 3.6.2-8 Affirmative Action Compliance (April 1996) 3.6.2-9 Equal Opportunity (August 1998) 3.6.2-12 Affirmative Action for Special Disabled and Vietnam Era Veterans (January

2011) 3.6.2-13 Affirmative Action for Workers With Disabilities (October 2010) 3.6.2-14 Employment Reports on Special Disabled Veterans and Veterans of Vietnam

Era (January 2011) 3.6.2-35 Prevention of Sexual Harassment (August 1998) 3.6.2-39 Trafficking in Persons (October 2015) 3.6.2-44 Notification of Employee Rights Under the National Labor Relations Act

(January 2012)

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3.6.3-16 Drug Free Workplace (May 2009) 3.6.3-23 Delivery of Electronic and Paper Documents (October 2014) 3.6.4-2 Buy American Act--Supplies (October 2014) 3.6.4-10 Restrictions on Certain Foreign Purchases (January 2010) 3.7-1 Privacy Act Notification (October 1996) 3.7-2 Privacy Act (May 1997) 3.9.1-1 Contract Disputes (October 2011) 3.9.1-2 Protest After Award (August 1997) 3.10.1-7 Bankruptcy (April 1996) 3.10.1-12 Changes--Fixed-Price (April 1996) 3.10.1-14 Changes--Time and Materials or Labor Hours (April 1996) 3.10.1-25 Novation and Change-Of-Name Agreements (October 2007) 3.10.1-26 Contractor Performance Assessment Reporting System (April 2013) 3.10.2-1 Subcontracts (Fixed-Price Contracts) (April 1996) 3.10.2-3 Subcontracts (Time-and-Materials and Labor-Hour Contracts) (April 1996) 3.10.6-1 Termination for Convenience of the Government (Fixed Price) (October

1996) 3.10.6-4 Default (Fixed-Price Supply and Service) (October 1996) 3.10.6-7 Excusable Delays (October 1996) 3.13-5 Seat Belt Use by Contractor Employees (October 2014) 3.13-11 Plain Language (July 2006)

3.13.13 Contractor Policy to Ban Test Messaging While Driving (January 2011) 3.13-14 Reporting Executive Compensation and First-Tier Subcontracting Awards

(October 2012)

I.2 AMS 1.13-6 CONTRACTOR INTEGRATED BASELINE REVIEW (OCTOBER

2014)

(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 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)

I.3 AMS DISCLOSURE OF CERTAIN EMPLOYEE RELATIONSHIPS

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

(b) The contractor must provide to the Contracting Officer the following information with its

Page I-4 proposal and must provide an information update within 30 days of the award of a contract, any subcontract, or any consultant agreement, or within 30 days of the retention of a Subject Individual or former FAA employee subject to this clause:

(1) The names of all Subject Individuals who:

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

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

(iii) are used during performance; and

(2) The names of all former FAA employees, retained by the contractor who were employed by FAA during the two year period immediately prior to the date of:

(i) the award; or

(ii) their retention by the contractor; and

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

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

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

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

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

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

(1) Termination of the contract.

(2) Exclusion from subsequent FAA contracts.

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

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

ANNUAL CERTIFICATION OF DISCLOSURE OF CERTAIN EMPLOYEE

RELATIONSHIPS

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

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

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

Authorized Representative Company Name Date

(End of clause)

I.4 AMS 3.2.4-17 ORDERING LIMITATIONS (OCTOBER 1996)

(a) Minimum order. When the Government requires supplies or services covered by this contract in an amount of less than _TBD__ the Government is not obligated to purchase, nor is the Contractor obligated to furnish, those supplies or services under the contract.

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

(1) Any order for a single item in excess of TBD;

(2) Any order for a combination of items in excess of _TBD_ ; or

(3) A series of orders from the same ordering office within TBD days that together call for quantities exceeding the limitation in subparagraph (1) or (2) above.

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

Page I-6 paragraph (b) above.

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

I.5 AMS 3.2.4-20 INDEFINITE QUANTITY (JULY 1996)

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

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

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

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

I.6 AMS 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 _TBD_; 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.

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

(End of clause

I.7 AMS 3.3.1-33 SYSTEM FOR AWARD MANAGEMENT (AUGUST 2012)

(a) Definitions. As used in this clause

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

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

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

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

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

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

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

(1) An offeror may obtain a DUNS number

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

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

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

(i) Company legal business.

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

http://fedgov.dnb.com/webform

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

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

(v) Company Telephone Number.

(vi) Date the company was started.

(vii) Number of employees at your location.

(viii) Chief executive officer/key manager.

(ix) Line of business (industry).

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

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

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

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

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

(A) change the name in the SAM database;

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

and

(C) agree in writing to the timeline and procedures specified by the responsible Contracting Officer. The Contractor must provide the Contracting Officer with the notification, sufficient documentation to support the legally changed name.

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

Page I-9 incorrect information within the meaning of the "Suspension of Payment" paragraph of the electronic funds transfer (EFT) clause of this contract.

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

Assignees shall be separately registered in the SAM database. Information provided to the Contractor's SAM record that indicates payments, including those made by EFT, to an ultimate recipient other than that Contractor will be considered to be incorrect information within the meaning of the "Suspension of payment" paragraph of the EFT clause of this contract.

(h) Offerors and Contractors may obtain information on registration and annual confirmation requirements via the internet at http://www.sam.gov.

(End of Clause)

I.8 AMS 3.3.1-35 CERTIFICATION OF REGISTRATION IN SYSTEM FOR AWARD

MANGEMENT (AUGUST 2012)

In accordance with Clause 3.3.1-33, System for Award Management (SAM), offeror certifies that they are registered in the SAM Database and have entered all mandatory information including the DUNS or DUNS+4 Number.

Name: ______________________________

Title: _______________________________

Phone Number: _______________________

(End of provision)

I.9 AMS 3.3.1-37 LIMITATION ON GOVERNMENT'S OBLIGATION (OCTOBER

2011)

(a) Of the total price of contract line item number(s) (CLINs) _TBD_ , $_TBD__ is presently available for payment and allocated to these CLINs.

(b) The Contractor agrees to perform on these CLINs up to the point at which, in the event of termination of this contract pursuant to the applicable "Termination for Convenience of the Government" clause, the total amount payable by the Government (including amounts payable in respect of subcontracts and settlement costs,) pursuant to paragraph (c) below, would in the exercise of reasonable judgment by the Contractor approximate the total amount currently allotted to the contract. The Contractor is not authorized to continue work on these CLINs beyond this point. The Government is not obligated to reimburse the Contractor in excess of the amount from time to time allotted to the contract, regardless of anything to the contrary in http://www.sam.gov/

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"Termination for Convenience of the Government."

(c) Funds presently allotted to this contract are estimated to cover the work to be performed until _TBD_ . If funds allotted are considered by the Contractor to be inadequate to cover the work to be performed until this date, or an agreed substitute date, the Contractor must notify the Contracting Office in writing when within the next 30 days the work will reach a point at which, in the event of termination of this contract pursuant to "Termination for Convenience of the Government," the total amount payable by the Government pursuant to paragraph (e) below, will approximate 85 percent of the total amount then allotted to the contract. The notice must state the estimated date when this point will be reached and the estimated amount of additional funds required to continue performance to the above or an agreed substitute date. The Contractor must, 30 days prior to the date above written or agreed substitute date, advise the Contracting Officer in writing as to the estimated amount of additional funds which will be required for the timely performance of the CLINs for a further period as may be specified in this clause or otherwise agreed to by the parties. If after this notification, additional funds are not allotted by the date above written or by an agreed substitute date, the Contracting Officer will, upon written request of the Contractor, terminate this contract on such date or the date set forth in the request, whichever is later, pursuant to "Termination for Convenience of the Government."

(d) When additional funds are allotted for continued performance of the CLINs, the parties will agree on the applicable period of contract performance that shall be covered by such funds.

Paragraphs (b) and (c) above apply to the additional allotted funds and agreed substituted date and the contract will be modified accordingly.

(e) If the Contractor incurs additional costs, or is delayed in the performance of the work under this contract, solely by the reason of the failure of the Government to allot additional funds in amounts sufficient for the timely performance of this contract, and if additional funds are allotted, an equitable adjustment will be made in the price or prices (including appropriate target, billing, and ceiling prices where applicable) of the CLINs, in the time of delivery, or in both.

Failure to agree to any such equitable adjustment hereunder shall be a dispute concerning a question of fact within the meaning of the "Contract Disputes" Clause.

(f) The Government may at any time prior to termination, and with the consent of the Contractor, after notice of termination, allot additional funds for this contract.

(g) The provisions of this clause with respect to termination shall in no way be deemed to limit the rights of the Government under the applicable AMS "Default" clause. The provisions of this clause are limited to the work on and allotment of funds for the CLIN(s) in paragraph (a) above.

This clause no longer applies upon the allotment of funds for the total price of the CLINs except for rights and obligations existing under this clause.

(h) Nothing in this clause shall affect the right of the Government to terminate this contract pursuant to "Termination for Convenience of the Government." In the event of a conflict between this clause and any other term or condition of this contract, this clause will take

Page I-11 precedence.

I.10 3.4.2-5 TAXES - FOREIGN FIXED-PRICE CONTRACTS (APRIL 2013

(a) To the extent that this contract provides for furnishing supplies or performing services outside the United States, its possessions, and Puerto Rico, this clause applies in lieu of any "Federal, State, and Local Taxes" clause of the contract.

(b) Definitions:

(1) 'Contract date,' as used in this clause, means the effective date of this contract, or if a modification, effective date of this modification.

(2) 'Country concerned,' as used in this clause, means any country, other than the United States, its possessions, and Puerto Rico, in which expenditures under this contract are made.

(3) 'Tax' and 'taxes,' as used in this clause, include fees and charges for doing business that are levied by the government of the country concerned or by its political subdivisions.

(4) 'All applicable taxes and duties,' as used in this clause, means all taxes and duties, in effect on the contract date, that the taxing authority is imposing and collecting on the transactions or property covered by this contract, pursuant to written ruling or regulation in effect on the contract date.

(5) 'After-imposed tax,' as used in this clause, means any new or increased tax or duty, or tax that was exempted or excluded on the contract date but whose exemption was later revoked or reduced during the contract period, other than excepted tax, on the transactions or property covered by this contract that the Contractor is required to pay or bear as the result of legislative, judicial, or administrative action taking effect after the contract date.

(6) 'After-relieved tax,' as used in this clause, means any amount of tax or duty, other than an excepted tax, that would otherwise have been payable on the transactions or property covered by this contract, but which the Contractor is not required to pay or bear, or for which the Contractor obtains a refund, as the result of legislative, judicial, or administrative action taking effect after the contract date.

(7) 'Excepted tax,' as used in this clause, means social security or other employment taxes, net income and franchise taxes, excess profits taxes, capital stock taxes, transportation taxes, unemployment compensation taxes, and property taxes. 'Excepted tax' does not include gross income taxes levied on or measured by sales or receipts from sales, property taxes assessed on completed supplies covered by this contract, or any tax assessed on the Contractor's possession of, interest in, or use of property, title to which is in the U.S. Government.

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(c) Contract Price

(1) Unless otherwise provided in this contract, the contract price includes all applicable taxes and duties, except taxes and duties that the Government of the United States and the government of the country concerned have agreed shall not be applicable to expenditures in such country by or on behalf of the United States, except as provided in subparagraph (c)(2) of this clause.

(2) Taxes imposed under 26 U.S.C. 5000C (Imposition of Tax on Certain Foreign Procurements) must not be:

(i) Included in the contract price, or

(ii) Reimbursed

(d) Contract Price Increase

(1) Except as provided in subparagraph (d)(2) of this clause, the contract price shall be increased by the amount of any after-imposed tax or of any tax or duty specifically excluded from the contract price by a provision of this contract that the Contractor is required to pay or bear, including any interest or penalty, if the Contractor states in writing that the contract price does not include any contingency for such tax and if liability for such tax, interest, or penalty was not incurred through the Contractor's fault, negligence, or failure to follow instructions of the Contracting Officer or to comply with the provisions of paragraph (i) below.

(2) The contract price may not be increased to offset taxes imposed under 26 U.S.C. 5000C.

(e) The contract price shall be decreased by the amount of any after-relieved tax, including any interest or penalty. The Government of the United States shall be entitled to interest received by the Contractor incident to a refund of taxes to the extent that such interest was earned after the Contractor was paid by the Government of the United States for such taxes. The Government of the United States shall be entitled to repayment of any penalty refunded to the Contractor to the extent that the penalty was paid by the Government.

(f) The contract price shall be decreased by the amount of any tax or duty, other than an excepted tax, that was included in the contract and that the Contractor is required to pay or bear, or does not obtain a refund of, through the Contractor's fault, negligence, or failure to follow instructions of the Contracting Officer or to comply with the provisions of paragraph (i) below.

(g) No adjustment shall be made in the contract price under this clause unless the amount of the adjustment exceeds $250.

(h) If the Contractor obtains a reduction in tax liability under the United States Internal Revenue Code (Title 26, U.S. Code) because of the payment of any tax or duty that either was included in the contract price or was the basis of an increase in the contract price, the amount of the reduction shall be paid or credited to the Government of the United States as the Contracting Officer directs.

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(i) The Contractor shall take all reasonable action to obtain exemption from or refund of any taxes or duties, including interest or penalty, from which the United States Government, the Contractor, any subcontractor, or the transactions or property covered by this contract are exempt under the laws of the country concerned or its political subdivisions or which the governments of the United States and of the country concerned have agreed shall not be applicable to expenditures in such country by or on behalf of the United States.

(j) The Contractor shall promptly notify the Contracting Officer of all matters relating to taxes or duties that reasonably may be expected to result in either an increase or decrease in the contract price and shall take appropriate action as the Contracting Officer directs. The contract price shall be equitably adjusted to cover the costs of action taken by the Contractor at the direction of the Contracting Officer, including any interest, penalty, and reasonable attorneys' fees.

(End of clause)

I.11 AMS 3.5-13/ALT2 RIGHTS IN DATA--GENERAL ALTERNATE II (JANUARY

2009)

Insert the following in paragraph (g).

(g)(3) Notwithstanding subparagraph (g)(1) of this clause, the contract may identify and specify the delivery of limited rights data, or the Contracting Officer may require by written request the delivery of limited rights data that has been withheld or would otherwise be entitled to be withheld. If delivery of such data is required, the Contractor must affix the following "Limited Rights Notice" to the data and the Government will the treat the data, subject to the provisions of paragraphs (e) and (f) of this clause, in accordance with the notice:

LIMITED RIGHTS NOTICE (January 2009)

(a) These data are submitted with limited rights under Government Contract No. ___________ (and subcontract____________, if appropriate). These data may be reproduced and used by the Government with the express limitation that they will not, without written permission of the Contractor, be used for purposes of manufacture nor disclosed outside the Government; except that the Government may disclose these data outside the Government for the following purposes, if any; provided that the Government makes such disclosure subject to prohibition against further use and disclosure: ______________________ [Agencies may list additional purposes or if none, so state]

(b) This Notice must be marked on any reproduction of these data, in whole or in part.

(End of notice)

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I.12 AMS 3.9.1-1 CONTRACT DISPUTES (OCTOBER 2011)

(a) All contract disputes arising under or related to this contract shall be resolved through the Federal Aviation Administration (FAA) dispute resolution system at the Office of Dispute Resolution for Acquisition (ODRA) and shall be governed by the procedures set forth in 14 C.F.R. Parts 14 and 17, which are hereby incorporated by reference. Judicial review, where available, will be in accordance with 49 U.S.C. 46110 and shall apply only to final agency decisions. A contractor may seek review of a final FAA decision only after its administrative remedies have been exhausted.

(b) The filing of a contract dispute with the ODRA may be accomplished by mail, overnight delivery, hand delivery, or by facsimile, or if permitted by Order of the ODRA, by electronic filing. A contract dispute is considered to be filed on the date it is received by the ODRA during normal business hours. The ODRA's normal business hours are from 8:30am to 5:00 pm Eastern Time.

(c) Contract disputes are to be in writing and shall contain:

(1) The contractor's name, address, telephone and fax numbers and the name, address, telephone and fax numbers of the contractor's legal representative(s) (if any) for the contract dispute;

(2) The contract number and the name of the Contracting Officer;

(3) A detailed chronological statement of the facts and of the legal grounds for the contractor's positions regarding each element or count of the contract dispute (i.e., broken down by individual claim item), citing to relevant contract provisions and documents and attaching copies of those provisions and documents;

(4) All information establishing that the contract dispute was timely filed;

(5) A request for a specific remedy, and if a monetary remedy is requested, a sum certain must be specified and pertinent cost information and documentation (e.g., invoices and cancelled checks) attached, broken down by individual claim item and summarized; and

(6) The signature of a duly authorized representative of the initiating party.

(d) Contract disputes shall be filed at the following address:

(1) Office of Dispute Resolution for Acquisition Federal Aviation Administration 800 Independence Ave, S.W., Room 323 Washington, DC 20591

Telephone: (202) 267-3290 Facsimile: (202) 267-3720; or

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(2) Other address as specified in 14 CFR Part 17.

(e) A contract dispute against the FAA shall be filed with the ODRA within two (2) years of the accrual of the contract claim involved. A contract dispute by the FAA against a contractor (excluding contract disputes alleging warranty issues, fraud or latent defects) likewise shall be filed within two (2) years after the accrual of the contract claim. If an underlying contract entered into prior to the effective date of this part provides for time limitations for filing of contract disputes with the ODRA which differ from the aforesaid two (2) year period, the limitation periods in the contract shall control over the limitation period of this section. In no event will either party be permitted to file with the ODRA a contract dispute seeking an equitable adjustment or other damages after the contractor has accepted final contract payment, with the exception of FAA claims related to warranty issues, gross mistakes amounting to fraud or latent defects. FAA claims against the contractor based on warranty issues must be filed within the time specified under applicable contract warranty provisions. Any FAA claims against the contractor based on gross mistakes amounting to fraud or latent defects shall be filed with the ODRA within two (2) years of the date on which the FAA knew or should have known of the presence of the fraud or latent defect.

(f) A party shall serve a copy of the contract dispute upon the other party, by means reasonably calculated to be received on the same day as the filing is to be received by the ODRA.

(g) After filing the contract dispute, the contractor should seek informal resolution with the Contracting Officer.

(h) The FAA requires continued performance with respect to contract disputes arising under this contract, in accordance with the provisions of the contract, pending a final FAA decision.

(i) The FAA will pay interest on the amount found due and unpaid from (1) the date the Contracting Officer receives the contract dispute, or (2) the date payment otherwise would be due, if that date is later, until the date of payment. Simple interest on contract disputes shall be paid at the rate fixed by the Secretary of the Treasury that is applicable on the date the Contracting Officer receives the contract dispute and then at the rate applicable for each 6-month period as fixed by the Treasury Secretary until payment is made. Interest will not accrue for more than one year.

(j) Additional information and guidance about the ODRA dispute resolution process for contract disputes can be found on the ODRA Website at http://www.faa.gov.

http://www.faa.gov/

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I.13 AMS 3.14-2 CONTRACTOR PERSONNEL SUITABILITY REQUIREMENTS

(OCTOBER 2015)

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.

[To be entered by the CO based on the OPM Position Designation Automated Tool (PD Tool)]

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;

Page I-17

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:

None

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. The notice will instruct the contractor to remove its employee's access to FAA premises or networks, or otherwise remedy the contractor's performance.

8. The contractor must immediately comply with the CO direction to remedy its security performance at the contractor's expense, including removing the employee from FAA premises and networks. If the contractor employee is working under an interim suitability authorization, the contractor must take appropriate action, including the removal of the contractor employee form working on this FAA contract, at their own expense. Once action has been taken, the contractor will report the action via the VAP within the timeframe prescribed in paragraph 10 of this clause.

9. No contract employee will work in a high, moderate, or low risk position unless the SSE has authorized the contractor employee to begin work. This authorization comes only in the form of an Interim or Final Suitability e-mail/letter notification from FAA/ASH/SSE.

10. The Contractor must update the VAP within twenty-four (24) hours after any contractor employee is terminated/transferred from performance on the contract. If the FAA issued the contract employee an identification card, the contractor must collect the card and return it to the SSE within five-business-days of the employee's termination or transfer.

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11. Monthly, the Contractor's VAP POC will request a report within the VAP that provides a list of all contractors for each contract the POC oversees. Within twenty-four (24) hours, the Contract VAP POC must correct the VAP to address any discrepancies identified in the monthly report.

12. After coordination with the SSE, the CO may require contractor employees to submit any other security information (including additional fingerprinting) deemed reasonably necessary to protect the interests of the FAA. In this event, the contractor must provide, or cause each of its employees to provide, such security information to the SSE.

13. The contractor and/or subcontractor(s) must contact the CO, COR, SSE (Regional and/or Center Security Divisions) or AIN-420 at Headquarters within one-business-day in the event an employee is arrested (i.e., taken into custody by law enforcement for any offenses, other than minor traffic offenses) or is involved in theft of government property or the Contractor becomes aware of any information that may raise a question about the suitability of a contractor employee.

14. Failure to submit information required by this clause within the time required may be determined by the CO a material breach of the contract, and may result in suspension or revoked access to FAA assets for the Contractor's employee.

15. If subsequent to the effective date of this contract, the security classification or security requirements under this contract are changed by the Government and if the changes cause an increase or decrease in direct contract costs or otherwise affect any other term or condition of this contract, the contract will be subject to an equitable adjustment.

16. The contractor agrees to insert terms that conform substantially to the language of this clause, excluding any reference to the Changes clause of this contract, in all subcontracts under this contract that involve access and where the exceptions under FAA Order 1600.72 do not apply.

I.14 AMS 3.14-3 FOREIGN NATIONALS AS CONTRACTOR EMPLOYEES (APRIL

2014)

(a) Definition. "Foreign National" is any citizen or national of a country other than the United States who has not immigrated to the United States and is not a Legal Permanent Resident (LPR) of the United States.

(b) Each contractor or subcontractor employee under this contract having access to FAA facilities, sensitive information, or resources must be a citizen of the United States, or an alien who has been lawfully admitted for permanent residence as evidenced by Alien Registration Receipt Card Form I-151, or who presents other evidence from the U.S. Citizenship and Immigration Service that employment must not affect his/her immigration status.

(c) Aliens and foreign nationals proposed under this contract must meet the following conditions in accordance with FAA Order 1600.72A, chapter 5, paragraph 7 & 8:

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(1) Must have resided within the United States for three (3) of the last five (5) years unless a waiver of this requirement is requested and approved in accordance with the requirements stated in FAA Order 1600.72A, chapter 5, paragraph 9;

(2) A risk or sensitivity level designation can be made for the position; and

(3) The appropriate security-related background investigation/inquiry can be adequately conducted.

(d) Foreign nationals proposed under this contract must meet the following additional conditions:

(1) Provide a current passport and Place of Birth in order to successfully pass a Security background check in accordance with the FAA Order 1600.74, Visitor Policy, and

(2) Successfully pass an export control review as outlined in FAA Order 1240.13 FAA Export Control Compliance.

(e) Interim suitability requirements may not be applied unless the position is low/moderate in risk, and/or temporary, and/or is not in a critical area position.

I.15 AMS 3.14-4 ACCESS TO FAA SYSTEMS AND GOVERNMENT ISSUED

PROPERTY (OCTOBER 2015)

1. It may become necessary for the Government to grant access to FAA systems or issuance of government issued property to contractor employees. Prior to or upon completion or termination of the work required hereunder, the contractor must return all such government issued property to the Contracting Officer's Representative (COR).

2. When contractor employees who have been issued such items are terminated or no longer required to perform the work, or will not be accessing FAA assets for 30-calendar-days or more, the government issued property must be returned to the Government and update the employee status in the Vendor Application Process (VAP) System within 24-hours after the Contractor employee no longer needs access.

3. Improper use, possession or alteration of government issued property is subject to penalties under Title 18, USC 499, 506, 701, and 1030.

4. In the event such government issued property is lost, stolen, or not returned, the contractor understands and agrees that the Government may, in addition to any other withholding provision of the contract, withhold [CO to enter appropriate amount] for each government issued property not returned. If the government issued property is not returned within 30-calendar-days from the date the withholding action was initiated, any amount so withheld must be forfeited by the contractor.

5. Access to aircraft ramp/hangar areas is authorized only to those persons displaying a flight line identification card and for vehicles, a current ramp permit issued pursuant to Title 49, Part 1542, Page I-20

Code of Federal Regulations.

6. The Government retains the right to inspect inventory, or audit government property issued to the contractor in connection with the contract at the convenience of the Government. Any items not accounted for, to the satisfaction of the Government, will be assumed to be lost and the provisions of section (4) of this clause apply.

7. All government issued property must be approved by the COR who will require the Contractor employee to sign a receipt for each item. Lost or stolen government issued property must immediately be reported concurrently to the Contracting Officer (CO), COR, and [CO to insert name of local security division or staff and facility management office].

8. Each Contract employee, during all times of on-site performance at the [CO to insert location] must prominently display his/her current and valid FAA Identification card on the front portion of his/her body between the neck and waist. Each FAA Identification cardholder must not affix pins, stickers, or other decorations to the card.

9. Prior to any contractor employee obtaining a FAA Identification Card or other government property, IAW FAA Order 1600.78 the contractor is required to:

a. Enter data for each employee into the VAP as described in AMS clause 3.14-2, Contractor Personnel Suitability Requirements.

b. SSE will determine whether final suitability can be granted due to:

i. Existence of a previous investigation, or:

ii. Initiate the contractor applicant into the Electronic Questionnaires for Investigations…