Section H.pdf

DTFAWA-17-R-00029

PART I - SECTION H

SPECIAL CONTRACT REQUIREMENTS

H.1 CLAUSES INCORPORATED BY REFERENCE (JULY 2011)

This Screening Information Request (SIR) incorporates by reference the provisions or clauses listed below with the same force and effect as if they were provided in full text. The full text of the clauses included in this section is available to view at http://conwrite.faa.gov.

H.2 AMS 3.1.9-1 ELECTRONIC COMMERCE AND SIGNATURE (JULY 2013)

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

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

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

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

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

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

(d) The use of electronic signature technology is authorized under this solicitation and the resulting contract. Contractors may use the following means of electronic signature technology: digitized signature and date stamp.

(End of clause)

H.3 REPRESENTATIONS AND CERTIFICATIONS

Representations and Certifications provided in Section K and as executed by the Contractor are incorporated herein by reference and made a part of the contract.

H.4 DISSEMINATION OF CONTRACT INFORMATION

The Contractor must not publish, permit to be published, or distribute for public consumption any information, oral or written, concerning the results or conclusions made pursuant to the performance of this contract, without the prior written consent of the Contracting Officer.

This statement includes seminars, professional society meeting/conferences and meetings with foreign dignitaries both government and from the private sector. Two copies of any material proposed to be published or distributed must be submitted to the Contracting

Officer. The following schedule is established as a guideline when requesting consent

(calendar days):

Written information - 15 days http://conwrite.faa.gov/

Oral information - 15 days

Congressional information - 10 days

Any Contractor proposals for perspective work, exclusive of this contract, for which the

Contractor may employ information generated in the performance of this contract, the

Contractor is required only to notify the Contracting Officer of its intent to submit a proposal.

Such notification must include a brief description of the requirement for which the Contractor is proposing and indicate the Government or business entity to which the proposal is being submitted.

H.5 RELATIONSHIPS, INTERPRETATIONS, AND MODIFICATIONS

The Contractor must provide support to the Government by completing work within the

Statement of Work and as assigned under this contract. The Contractor must not provide technical direction of, or assume the Government's responsibility under any programs.

Although the effort under this contract may include recommendations to the Government, specific Government approval and action will be necessary before such recommendations can become effective. The Contractor's efforts must not be binding on other Government contractors. The Contractor must not take any action with respect to other contractors which causes any change in their contract scope of work, cost, or scheduling.

No oral statement of any person and no written statement of anyone other than the

Contracting Officer will modify or otherwise affect any provision of this contract.

H.6 ACCESS TO GOVERNMENT FACILITIES

Part of the effort to be performed under this contract may be at facilities operated by the

Federal Aviation Administration. The Contractor will be granted ingress and egress at the specific site where the effort is to be accomplished. Access to the site must be coordinated with the COR.

While Contractor personnel are at Government facilities, they are required to comply with all rules and regulations of the site, particularly in the areas of health and safety. The facilities to which the Contractor has access at all times will be in the custody of the Federal

Government and will not be considered "Government Property" furnished to the Contractor.

The scheduling of access to Government facilities shall be under the control of the

Government. Facility availability will be scheduled to permit timely performance of contract requirements. However, Contractor personnel must be prepared to work outside the normal daytime shift if conditions at the facility so require.

The Contractor must require that all Contractor personnel who perform work at FAA facilities wear identification badges which clearly identify individuals as Contractor employees.

The Government reserves the right to issue its own contractor identification badges. If

Government badges are required, they will be issued in accordance with Government procedures.

If it is brought to the attention of the Government that any Contractor or subcontractor employee working on this contract is for any reason unsuitable for entry into government facilities, the Contractor will be advised in writing by the Contracting Officer, and access to

FAA facilities may be denied for that employee.

H.7 SUBCONTRACTS

Prior to the placement of subcontracts and in accordance with Section I, 3.10.2-1 Subcontracts

(Fixed-Price Contracts) (April 1996), the Contractor must insure that:

a. They contain all of the clauses of this contract (altered when necessary for proper identification of the contracting parties) which contain a requirement for such inclusion in applicable subcontracts.

b. Any applicable subcontractor's "Representations and Certifications" (see Section K) are current.

The prime Contractor must be responsible for making flow down payments due to subcontractors in a manner consistent with Government payment to the prime or earlier. The intent of this clause is to assure that payments are made to subcontractors in a timely manner.

No contractor should infer that payments to subcontractors are predicated on payments to the prime.

H.8 CONSULTANTS

a. In addition to the provisions of AMS Clause 3.10.2-1 Subcontracts (Fixed-Price

Contracts)(April 1996), (see Section I), the prior written consent of the Contracting

Officer must be obtained whenever an individual and/or commercial entity is to be reimbursed as a "Consultant" under this contract. Consultants are persons possessing special current knowledge or skill that may be combined with extensive operational experience. This background enables them to provide information, opinions, advice, or recommendations to enhance understanding of complex issues or to improve the quality and timeliness of policy development and decision making.

Whenever Contracting Officer written consent is required, the Contractor must obtain and furnish to the Contracting Officer information concerning the need for the selection of such consultant services. The Contractor's information must also contain the reasonableness of the fees to be paid, including but not limited to whether fees to be paid to any Consultant exceed the lowest fee charged by such Consultant to others for performing consulting services of a similar nature. The Contracting Officer has sole responsibility for approving consultants and will require 30 calendar days to review an advanced notification for consent.

b. The following consultants have been approved for work under this contract:

Consultant’s Name Address

H.9 AMS 3.13-15 CONFIDENTIALITY OF DATA AND INFORMATION

(NOVEMBER 2016)

(a) In performance of this contract, the contractor and any of its subcontractors, may need access to and use various data and information in the possession of the Government. This data and information may have been obtained under conditions which restrict the

Government's right to use and disclose this data and information or which may be adverse to the interests of the Government or other parties if it is disseminated or used in a capacity other than in performance of this contract. Therefore, the contractor and its subcontractors agree to abide by any restrictive use conditions on such data and not to: (1) knowingly disclose such data and information to others without written authorization from the

Contracting Officer, unless it is already publically available; or (2) use for any purpose other than the performance of this contract any data or information which bears a restrictive marking or legend which the contractor has gained access to through the performance of this contract, or information that should be marked according to FAA Order 1600.75 "Protecting

Sensitive Unclassified Information (SUI)". For the sole purpose of this clause, "information" means any communication or representation of knowledge such as facts, data, or opinions in any medium or form, including textual, numerical, graphic, cartographic, narrative or visual form.

(b) In the event the work required to be performed under this contract requires access to proprietary data and information of other companies, the contractor must obtain agreement from such other companies for such use unless such data are provided or made available to the contractor by the Government. Two copies of such company-to-company agreements must be furnished promptly to the Contracting Officer for information only. These agreements must prescribe the scope of authorized use and disclosure of the proprietary data and information as well as any other terms and conditions to be agreed upon between the parties thereto. It is agreed by the contractor that any such data or information, whether obtained by the contractor pursuant to the aforesaid agreement or from the Government, must be protected from unauthorized use by or unauthorized disclosure to any individual, corporation, or organization so long as it remains proprietary.

(c) The contractor agrees to conduct formal training to make employees aware of the requirement to maintain confidentiality of data and information as required above. The contractor must obtain from each employee in connection with this contract a signed Non-

Disclosure Agreement. This agreement must provide that the employee will not, during employment or anytime thereafter, disclose or use for current or future benefit of any party any of the data (to include any form of Sensitive Unclassified Information (SUI) described in

FAA Order 1600.75) or information not publically available received in connection with the work under the contract.

(d) The contractor agrees to hold the Government harmless and indemnify the Government as to any cost/loss resulting from the unauthorized use or disclosure of third party data or software by the contractor, its employees, subcontractors, or agents.

(e) The contractor agrees to include the substance of this clause in all subcontracts awarded under this contract. The Contracting Officer will consider case-by-case exceptions to this requirement for individual subcontracts in the event that: (1) the contractor considers this clause to be inappropriate and unnecessary in the case of a particular subcontract; (2) the contractor provides a written statement affirming absolute unwillingness of a subcontractor to perform, absent some relief from the substance of this prohibition and the reason why; (3) use of an alternate subcontract source would unreasonably detract from the quality of effort; and

(4) the contractor provides the Contracting Officer timely written advance notice of these and any other extenuating circumstances.

(f) Except as the Contracting Officer specifically authorizes in writing, upon completion of all work under this contract, the contractor must return all such data and information described above obtained from the Government, including all copies, modifications, adaptations, or combinations thereof, to the Contracting Officer. Data obtained from another company must be disposed of in accordance with the contractor's agreement with that company, or if the agreement makes no provision for disposition, must be returned to that company. The contractor must further certify in writing to the CO that all copies, modifications, adaptations, or combinations of such data or information which cannot reasonably be returned to the Contracting Officer (or to the appropriate company), have been deleted from the contractor's (and any subcontractor's) records and destroyed. The FAA reserves the right to audit the deletion. The FAA must provide notice of the audit 10 calendar days prior to the audit.

(g) These restrictions do not limit the contractor's (or subcontractor's) right to use and disclose any data and information obtained from another source without restriction.

(End of clause)

H.10 QUALIFICATION OF CONTRACTOR PERSONNEL

The Contracting Officer will provide notice to the contractor when the Contracting Officer finds that any contractor employee is incompetent, careless, unsuitable, or otherwise objectionable, or whose conduct appears contrary to the public interest, or inconsistent with the best interest of national security. The contractor must take appropriate action, including the removal of such employees from working on this FAA contract, at their own expense.

The contractor agrees to insert terms that conform substantially to the language of this clause in all subcontracts under this contract.

H.11 EMPLOYEE TERMINATION

Contractor Personnel: The Contractor must notify the CO immediately whenever an employee performing work under this contract terminates employment. The Contractor will be responsible for returning, or ensuring that the employee returns all DOT-issued contractor/employee identification and all other DOT property.

H.12 PERSONAL SERVICE

No personal services will be performed under this contract. No contract employee will be directly supervised by any employees of the Government. All individual Contractor employee assignments and daily work direction will be given by the applicable Contractor supervisor. If the Contractor believes that any Government action or communication has been given that would create a personal services relationship between the Government and any Contractor employee, the Contractor shall promptly notify the Contracting Officer of this communication or action.

The Contractor must not perform any inherently governmental functions under this contract.

No Contractor employee may hold him or herself out to be a Government employee, agent, or representative. No Contractor employee must state orally or in writing at any time that he or she is acting on behalf of the Government. In all communication with third parties in connection with the contract, Contractor employees must identify themselves as Contractor employees and specify the name of the company for which they work. In all communications with other Government Contractors in connection with this contract, the Contractor employee must state that they have no authority to in any way change the contract. In such a circumstance, if the other Contractor believes any communications may change the direction of their contract, they should notify the Contracting Officer for that contract and not carry out the direction until a clarification has been issue by the Contracting Officer.

The Contractor must inform all of its employees working on this contract are informed of the substance of this clause. Nothing in this clause will limit the Government’s rights to inspect and accept the services to be performed under this contract. The substance of this contract must be included in all subcontracts at any tier.

H.13 AMS 3.8.2-17 KEY PERSONNEL AND FACILITIES (MAY 1997)

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

(b) Prior to removing, replacing, or diverting any of the specified personnel and/or facilities, the Contractor shall notify in writing, and receive consent from, the Contracting Officer reasonably in advance of the action and shall submit justification (including proposed substitutions) in sufficient detail to permit evaluation of the impact on this contract.

(c) No diversion shall be made by the Contractor without the written consent of the

Contracting Officer.

(d) The key personnel and/or facilities under this contract is: Program Manager

H.14 ACCESS TO GOVERNMENT PROPERTY AND FACILITIES

a. In performance of this contract, the Contractor may be required to attend meetings or site visits at various FAA buildings including Federal Aviation Administration

Headquarters Building, Washington, D.C. The Contractor will be granted access to the building at all times during normal work hours in performance of the Contract.

b. While Contractor personnel are at any Government site, they are required to comply with all rules and regulations in effect at that site. Contractor personnel must comply with rules and regulations governing employee conduct with respect to health and safety, not only as they relate to themselves but also to other Government employees or agents of the Government. The Contractor must also exercise proper care of all property at the Government site regardless of whether title or such rests with the

Government or not.

c. The Contractor employees requiring access must be processed through the appropriate local security office. Although the Contractor must not be required to handle classified data, security precautions are required for access to Government computer resources.

Contractor employees who require computer access will be assigned user accounts, which require user specific passwords for entry.

d. The property or facilities to which Contractor personnel will have access will remain in the Government’s custody and will not be considered as property or facilities furnished to the Contractor.

e. The Government facilities to which Contractor personnel will have access under this

Contract will be made available during the entire Contract performance period.

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