DVT SIR - DRAFT Section H - Special Contract Requirements - Clean.pdf

PART 1 – SECTION H – SPECIAL CONTRACT REQUIREMENTS

Screening Information Request (SIR) 693KA8-23-R-00001

H-1 | P a g e S e c t i o n H

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

H.1 CLAUSES AND PROVISIONS INCORPORATED BY REFERENCE (July 2019)

(AMS 3.1-1)

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

(End of clause)

H.2 AMS CLAUSES AND PROVISIONS IN FULL TEXT

Electronic Commerce and Signature (July 2020) (AMS 3.1.9-1)

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

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

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

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

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

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

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

(e) Contractors must not digitally sign any documents with software that uses the Secure Hash Algorithm 1 (SHA-1). All digitally signed documents and contracts sent to the FAA must use a SHA-256 or higher hash algorithm. This is based on the National Institute of Standards and Technology (NIST) Policy Statement on Hash Functions dated August 5, 2015. Further guidance on the use of SHA-256 is in NIST Special Publication (SP) 800- 57 Part 1, section 5.6.2 as amended and SP 800-131A, Revision 1 dated November 6, 2015. Additional guidance on the use of SHA-3 is in NIST SP 800-185 as amended.

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

https://fast.faa.gov/contractclauses.cfm

H-2 | P a g e S e c t i o n H

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

(End of Clause)

Disclosure Regarding Payments to Influence Certain Federal Transactions (January 2022)

(AMS 3.2.5-7)

(a) Definitions.

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

(2) "Agency," as used in this clause, means executive agency, within the meaning of 5 U.S.C.

101, 102, and 104(I), and any wholly owned Government corporation within the meaning of 31 U.S.C. 9101.

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

(i) The awarding of any Federal contract.

(ii) The making of any Federal grant.

(iii) The making of any Federal loan.

(iv) The entering into of any cooperative agreement.

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

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

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

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

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

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

H-3 | P a g e S e c t i o n H

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

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

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

(iv) An individual who is a member of a Federal advisory committee, as defined by the Federal Advisory Committee Act, title 5, United States Code, appendix 2.

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

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

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

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

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

(13) 'State,' as used in this clause, means a State of the United States, the District of Columbia, the Commonwealth of Puerto Rico, a territory or possession of the United States, an agency or instrumentality of a State, and multi-State, regional, or interstate entity having governmental duties and powers.

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

(1) No Federal appropriated funds have been paid or will be paid to any person for influencing or attempting to influence an officer or employee of any agency, a Member of Congress, an officer

H-4 | P a g e S e c t i o n H

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

or employee of Congress, or an employee of a Member of Congress on his or her behalf in connection with the awarding of any Federal contract, the making of any Federal grant, the making of any Federal loan, the entering into of any cooperative agreement, and the extension, continuation, renewal, amendment or modification of any Federal contract, grant, loan, or cooperative agreement;

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

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

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

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

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

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

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

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

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

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

(iv) The following agency and legislative liaison activities are permitted where they are prior to Screening Information Request (SIR) of any covered Federal action:

H-5 | P a g e S e c t i o n H

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

(A) Providing any information not specifically requested but necessary for an agency to make an informed decision about initiation of a covered Federal action;

(B) Technical discussions regarding the preparation of an unsolicited proposal prior to its official submission; and

(C) Capability presentations by persons seeking awards from an agency pursuant to the provisions of a law authorizing such actions;

(v) Only those services expressly authorized by subdivision (c)(1)(i) of this clause are permitted under this clause.

(2) Professional and technical services.

(i) The prohibition on the use of appropriated funds, in subparagraph (b)(1) of this clause, does not apply in the case of:

(A) A payment of reasonable compensation made to an officer or employee of a person requesting or receiving a covered Federal action or an extension, continuation, renewal, amendment, or modification of a covered Federal action, if payment is for professional or technical services rendered directly in the preparation, submission, or negotiation of submittal/offer or application for that Federal action or for meeting requirements imposed by or pursuant to law as a condition for receiving that Federal action.

(B) Any reasonable payment to a person, other than an officer or employee of a person requesting or receiving a covered Federal action or an extension, continuation, renewal, amendment, or modification of a covered Federal action if the payment is for professional or technical services rendered directly in the preparation, submission, or negotiation of any submittal/offer or application for that Federal action or for meeting requirements imposed by or pursuant to law as a condition for receiving that Federal action. Persons other than officers or employees of a person requesting or receiving a covered Federal action include consultants and trade associations.

(ii) For purposes of subdivision (c)(2)(i) of this clause, 'professional and technical services' must be limited to advice and analysis directly applying any professional or technical discipline. For example, drafting of a legal document accompanying a submittal/offer by a lawyer is allowable.

Similarly, technical advice provided by an engineer on the performance or operational capability of a piece of equipment rendered directly in the negotiation of a contract is allowable. However, communications with the intent to influence made by a professional (such as a licensed lawyer) or a technical person (such as a licensed accountant) are not allowable under this section unless they provide advice and analysis directly applying their professional or technical expertise and unless the advice or analysis is rendered directly and solely in the preparation, submission or negotiation of a covered Federal action. Thus, for example, communications with the intent to influence made by a lawyer that do not provide legal advice or analysis directly and solely related to the legal aspects of his or her client's submittal/offer, but generally advocate one proposal over another are not allowable under this section because the lawyer is not providing

H-6 | P a g e S e c t i o n H

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

professional legal services. Similarly, communications with the intent to influence made by an engineer providing an engineering analysis prior to the preparation or submission of a submittal/offer are not allowable under this section since the engineer is providing technical services but not directly in the preparation, submission or negotiation of a covered Federal action.

(iii) Requirements imposed by or pursuant to law as a condition for receiving a covered Federal award include those required by law or regulation and any other requirements in the actual award documents.

(iv) Only those services expressly authorized by subdivisions (c)(2)(i) and (ii) of this clause are permitted under this clause.

(v) The reporting requirements herein must not apply with respect to payments of reasonable compensation made to regularly employed officers or employees of a person.

(d) Disclosure.

(1) If the Contractor, who requests or receives from an agency a Federal contract, has made or has agreed to make any payment using non-appropriated funds (to include profits from any Covered Federal action), to any person for the purpose of influencing or attempting to influence an officer or employee of any Agency, a Member of Congress, an officer or employee of Congress, or an employee of a Member of Congress on his or her behalf in connection with a Covered Federal action, the Contractor must file with that agency a disclosure form, OMB Standard Form LLL, Disclosure of Lobbying Activities..

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

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

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

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

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

H-7 | P a g e S e c t i o n H

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

(4) All subcontractor disclosure forms must be forwarded from tier to tier until received by the prime Contractor. The prime Contractor must submit all disclosures to the Contracting Officer at the end of the calendar quarter in which the disclosure form is submitted by the subcontractor.

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

(f) Penalties.

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

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

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

(End of clause)

Government Unlimited Rights / Government Purpose Rights (January 2009) (Modified AMS Clause 3.5-22, Major System – Minimum Rights Notwithstanding any other provision of this contract, the Government must have unlimited rights in any technical data, other than computer software, developed in the performance of this contract, and government purpose rights in any technical data, other than computer software, not developed in the performance of this contract, and relating to a major system or supplies for a major system procured or to be procured by the Government, to the extent that delivery of such technical data is required as an element of performance under this contract. The rights of the Government under this clause are in addition to and not in lieu of its rights under the other provisions of this contract.

"Government Purpose Rights means the rights to:

(1) Use, modify, reproduce, release, perform, display, or disclose technical data within the Government without restriction; and

(2) Release or disclose technical data outside the Government and authorize persons to whom release or disclosure has been made to use, modify, reproduce, release, perform, display, or disclose that data for United States government purposes.

"Government Purpose" means any activity in which the United States Government is a party, including cooperative agreements with international or multinational defense organizations, or

H-8 | P a g e S e c t i o n H

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

sales or transfers by the United States Government to foreign governments or international organizations. Government purposes include competitive acquisition by or on behalf of the government but do not include the rights to use, modify, reproduce, release, perform, display, or disclose technical data for commercial purposes or authorize others to do so.

(End of clause)

Key Personnel and Facilities (July 2019) (AMS 3.8.2-17)

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

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

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

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

Key Personnel - TBD at the Task Order (TO) level

Contractor Facility TBD at Contract Award

(End of Clause)

Confidential Data and Information (November 2016) (AMS 3.13-15)

(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 publicly 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

H-9 | P a g e S e c t i o n H

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

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 publicly available received in connection with the work under the contract.

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

(e) The Contractor agrees to include the substance of this clause in all subcontracts awarded under this contract. The Contracting Officer will consider case-by-case exceptions to this requirement for individual subcontracts in the event that:

(1) the Contractor considers this clause to be inappropriate and unnecessary in the case of a particular subcontract;

(2) the Contractor provides a written statement affirming absolute unwillingness of a subcontractor to perform, absent some relief from the substance of this prohibition and the reason why;

(3) use of an alternate subcontract source would unreasonably detract from the quality of effort; and

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

H-10 | P a g e S e c t i o n H

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

(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.3 REPRESENTATIONS AND CERTIFICATIONS

Representations and Certifications executed by the Contractor under Section K herein and included in the response to the SIR will be deemed to be incorporated herein by reference and made a part of the contract.

H.4 LICENSES AND PERMITS

(a) Offeror, without additional expense to the Government, is responsible for obtaining any necessary licenses and permits (including security clearances) to meet the baseline schedule agreed at TO award. Offeror must also comply with all laws, ordinances, statutes, and regulations in connection with the furnishing of work under the contract.

(b) This provision does not apply to costs incurred after contract award that are otherwise allowable and allocable in accordance with (IAW) the Contractor’s Cost Accounting Standards Disclosure Statement.

H.5 RESTRICTIONS AGAINST DISCLOSURE

(a) The Contractor and its subcontractor(s) agree to keep all information it gathers or analyzes, or information the Government furnishes in the course of this contract in the strictest of confidence, said information being the sole property of the Government. The Contractor also agrees that Government Furnished Information marked “For Official Use Only,” “Confidential,” “Proprietary,” or “Sensitive Unclassified Information” must also be similarly protected and must take all reasonable measures necessary to prohibit access to such information by any such person other than those Contractor employees needing such information to perform the work, i.e., on a need-to-know basis.

(b) The Contractor must immediately notify the Contracting Officer (CO) in the event it determines or has reason to suspect a breach of this requirement.

(c) The Contractor must require that all employees and consultants who are given access to such information sign a confidentiality and nondisclosure statement agreeing to safeguard

H-11 | P a g e S e c t i o n H

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

the confidentiality of all such information gathered or provided to them hereunder as an integral condition of their employment.

(d) Upon the Government’s request, the Contractor must provide the CO with plans and procedures to ensure the confidentiality and physical security of information gathered or provided hereunder.

H.6 GOVERNMENT ACCESS

Authorized Government employees and Government Contractors may have access to the Contractor’s facilities upon reasonable notice or in case of emergency.

H.7 PROTECTION OF SENSITIVE TECHNOLOGIES INFORMATION AND

RELEASE OF INFORMATION

All technical data provided to the Contractor by the Government must be protected from public disclosure IAW the markings contained thereon. The Contractor and its subcontractors must not release to the public or other Government agencies, except as specified below, any information developed under or pertaining to this contract or Subcontracts without the express written approval of the CO. This information includes press releases, promotional literature, and articles in technical publications, speeches at technical or scientific gatherings, price lists, and deliverables. The Government will not unreasonably reject requests from the Contractor for release of information to the technical and scientific community. Request for Government review of the above-referenced information must be made one week in advance of Contractor-desired date for decision.

All press releases or announcements about this contract shall be approved by the CO prior to release. Under no circumstances shall the Contractor, or anyone acting on behalf of the Contractor, refer to the supplies, services, or equipment furnished pursuant to the provisions of this contract in any publicity news release or commercial advertising without first obtaining explicit written consent to do so from the CO. The Contractor agrees not to refer to awards in commercial advertising in such a manner as to state or imply that the product or service provided is endorsed or preferred by the Federal Government or is considered by the Government to be superior to other products or services.

H.8 NON-GOVERNMENT PERSONNEL

(a) To ensure the most knowledgeable and thorough review of submitted technical and price information, the Government employs certain non-Governmental personnel to serve as advisors in the review of technical and price information submitted by the Contractor.

Non-Governmental personnel may have access to price and technical information submitted by Contractors. It should be noted that all non-Government personnel have signed nondisclosure statements, have been instructed concerning, and agree to abide by, the handling procedures imposed and are aware of the need to take precautions to protect Contractor’s cost/price and technical information and the penalties resulting from any unauthorized use or disclosure of such information.

(b) The Government may contract for support services to assist in technical reviews of the Contractors’ efforts and products under this contract. In such event, the Contractor will

H-12 | P a g e S e c t i o n H

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

be notified by the Government. Government support personnel may attend meetings between the Contractor and the Government, observe and participate with Government personnel in function and performance tests, and have access to the Contractor’s facilities as related to any effort under this contract; however, no Government support personnel has the authority to issue directions to the Contractor or effect changes to the contract.

(c) The Contractor agrees to cooperate with the Government support personnel by engaging in technical discussions with Government support personnel and permitting access to information and data relating to technical and schedule matters concerning this contract to the same degree such access is accorded to Government project personnel. The Contractor will be provided the identification of these individuals who will sign an organization conflict of interest statement. Listed below are the companies providing Government support.

Table 1 Contractors and Subcontractors

Contractors & Subcontractors Tetra Tech AMT Spectrum Software Technology Regulus-Group Booz Allen Hamilton

MITRE CASS-AERO

Ohio University Myatcsi System Enginuity

H.9 KEY PERSONNEL AND SUBSTITUTION THEREOF

(a) Key Personnel will be identified on individual TOs.

(b) Key personnel are those individuals possessing unique experience, qualifications, or knowledge. As a minimum, the Contractor must provide and designate key personnel as specified in each individual TO. The format below must be used to identify key personnel necessary for the successful completion of contractual requirements. Any substitutions must be made IAW this clause.

(c) The Contractor must agree that no key personnel substitution is permitted unless such substitutions are necessitated by an individual’s sudden illness, death, or termination of employment unless approved in advance by the CO. In any of these events, the Contractor must promptly notify the CO and provide the information required in subparagraph (d) of this clause.

(d) All requests for key personnel substitutions must include the following: a detailed explanation of the circumstances necessitating the proposed substitution, a comprehensive resume for the proposed substitute IAW attachment J-16, Resume Template, and any other information requested by the CO needed to approve or disapprove the proposal substitution.

(e) The Contractor must provide names and telephone numbers of three individuals outside the company who have knowledge of the individual’s abilities as they relate to the

H-13 | P a g e S e c t i o n H

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

proposed position. For any proposed key personnel who are not currently employed by the Contractor, the Contractor must provide a letter of commitment, indicating acceptance, for each person proposed. Each letter of commitment must include the date of availability and how long the individual’s commitment is binding. If any such personnel are under tentative commitment, describe the terms of the commitment and his/her qualifications. If a letter of commitment cannot be made available, state why it is not available and indicate when it will be obtained.

(f) Prior to removing, replacing, or diverting any of the specified individuals from the contract or TO, the Contractor must notify the CO reasonably in advance and must submit justification (including proposed substitutions), in sufficient detail to permit evaluation of the impact on this contract. No diversion, removal, or replacement may be made by the Contractor without the written consent of the CO, such consent not to be unreasonably withheld; however, the CO may ratify in writing the change, and such ratification will constitute the consent of the CO required by this clause. Further, in the event that the CO fails to object in writing within 30 days after receipt of the Contractor’s notification of such removal, replacement, or diversion, the change will be considered approved. The list of personnel above may, with the consent of the contracting parties, be amended from time to time during the course of the contract to either add or delete personnel as appropriate.

H.10 PROHIBITION AGAINST PERSONAL SERVICES

(a) The Contractor must not perform personal services under this contract. Contractor personnel are employees of the Contractor or its subcontractors and are under the administrative control and supervision of the Contractor. A Contractor supervisor must give all individual Contractor employee assignments and daily work direction. The Government will not supervise or direct Contractor employees in the performance of their assignments. If at any time, the Contractor believes that any Government action or communication has been given that would create a personal service relationship between the Government and any Contractor employee, the Contractor must promptly notify the CO of this communication or action.

(b) The Contractor must not perform any inherently governmental functions under this contract. A Contractor employee must not represent or give the appearance that he/she is a Government employee, agent, or representative. A Contractor employee must not state orally or in writing at any time that he/she is acting on behalf of the Government. The Contractor is responsible for ensuring that all employees assigned to this contract understand and are committed to following these requirements.

H.11 LIMITATION OF LIABILITY

In no event will either Party be liable for any indirect, special, incidental, or consequential damages arising out of or under this contract and Delivery/TOs.

H.12 GOVERNMENT SPACE AT CONTRACTOR FACILITIES

The Contractor will provide suitable meeting space for Government and Government support personnel at the Contractor’s or Subcontractors’ site(s) on an as-needed temporary basis during

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

the performance of the contract. The cost of long distance calls placed by Government and Government support personnel will be by Contractor-accepted practices for onsite Government and Government support personnel.

H.13 ACCESS TO GOVERNMENT PROPERTY AND FACILITIES

(a) In performance of specific tasks, the Contractor may be required to attend meetings at the following locations including, but not limited to: Federal Aviation Administration Headquarters Building, Washington, D.C.; Navigation Service Technical Assistance Contract (NAVTAC) Facility in the Washington, DC region; DVT Prime Contractor facility; FAA Aeronautical Center in Oklahoma City, OK; and William J. Hughes Technical Center in Atlantic City, NJ. The Contractor must adhere to all security requirements to access Government facilities. Please note that individuals may be denied access based on security protocols.

(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 that 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.

H.14 USE OF NON-DEVELOPMENTAL ITEMS

The Contractor must employ, to the maximum extent possible, use of Non-Developmental, Commercial Off-the-Shelf software and equipment/parts to accomplish the Statement of Work requirements. The Non-Developmental Items (NDIs) must contain the latest (most recent) and efficient applied technologies in the aerospace and computer product markets. In all cases, the Contractor retains the responsibility for performance of all hardware acquired and must inform the Contracting Officer’s Representative (COR)/Task Order Representative (TOR) and the CO within five days of any change in the event a previously selected NDI is no longer available or another NDI cannot be found.

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

H.15 ACCOUNTABILITY FOR CONTRACTOR-ACQUIRED EQUIPMENT AND

MATERIAL

The Contractor must report all Contractor-acquired property for which it seeks reimbursement under the contract. For property that is to be incorporated into one of the final deliverables under the contract, the Contractor must report this property on its invoice. For property that will be used in the performance of the contract and will not be incorporated into a final contract deliverable, the Contractor must submit the property for inspection and acceptance by the Government. The Contractor must submit the executed form to the FAA Property Administrator with a copy to the CO. After acceptance, the Contractor must account for the property IAW with the Government property clauses and provisions of this contract.

H.16 GOVERNMENT PROPERTY REPORTS

The Contractor must prepare an annual report of Government property in its possession and the possession of its subcontractors. The Contractor must submit said report to the CO not later than October 15th of each calendar year on Form DOT Form 4220.43, Contractor Report of Government Property.

H.17 ACCOUNTABILITY OF GOVERNMENT-FURNISHED PROPERTY (GFP) AND

CONTRACTOR-ACQUIRED PROPERTY

The Contractor should make property requirements known to the CO in the early stages of project preparation and as required continuing contract performance. A categorized equipment requirements list should be included with the project proposal.

(a) The Contractor must have a Property Control System Plan that fulfills contract requirements for the management of Government property and submit it for review and approval by the Property Administrator prior to award.

(b) The Contractor has the primary responsibility for exercising reasonable care and control of Government property in its possession and for maintaining property records IAW the FAA’s instructions. Government property must only be used for the purpose set forth in the contract. The Contractor is accountable for all Government property furnished until relieved of that responsibility IAW the terms of the contract. Responsibility for reasonable care and control of Government property provided under the contract and in the possession of a subcontractor remains with the prime Contractor until the CO or PA rescinds it.

(1) Immediately upon receipt of any GFP, the Contractor must sign and return the

Government transfer document to the Property Administrator (PA). The Government transfer document is FAA Form 4650-12, Materiel Requisition/Issue/Receipt. The FAA Form 4650-12 will be signed by the CO and the COR/TOR and will contain a control number (outgoing or incoming) assigned by the FAA PA.

(2) FAA Form 4650-12 may be forwarded to the Contractor in advance of the GFP shipment or it may accompany the shipment. If any GFP is received without a properly signed and numbered FAA Form 4650-12, it must be reported to the FAA PA in writing.

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

(3) The Contractor must request a properly signed and numbered FAA Form 4650-12 before returning any GFP that is accountable under this contract. This form serves as relief from accountability for GFP that has been returned to the Government or consigned elsewhere IAW the CO’s instructions.

(4) Final payment under this contract will be withheld until accountability of all GFP has been accomplished.

(5) FAA Form 4650-12 is not required for requisitioning a replacement through Logistics

Information System (LIS), but the GFP records must be updated with the LIS Requisition and serial number (as required) for any asset that is returned for repair/replacement.

(c) The Contractor must comply with all provisions of the property clauses as provided for in the contract.

(d) All Government property obtained by the Contractor through contract must be properly marked with Government tags.

(e) The Contractor must structure property controls within framework of the property management system so that lost, stolen, damaged, and excess property is immediately identified and reported.

H.18 EXPORT CONTROL AND DISCLOSURE OF TECHNICAL DATA

(a) It is the intent of the parties to protect transfer and disclosure of all technology and information used in the performance of this contract. All parties agree that transfer and disclosure to foreign nationals and immigrant aliens of this technology and information may prove detrimental to the security of the United States of America and air traffic safety.

(b) The Contractor must comply with all U.S. export control laws and regulations, including the Export Administration Regulations (EAR), 15 Code of Federal Regulations (CFR) Parts 730–799, and the International Traffic in Arms Regulations (ITAR), 22 CFR Parts 120–130, in the performance of this contract. In the absence of available license exemptions/exceptions, the Contractor is responsible for obtaining the appropriate licenses or other approvals, if required, for exports of hardware, technical data, and software, or for the provision of technical assistance.

(c) The Contractor is responsible for obtaining export licenses, if required, before using foreign persons or entities in the performance of this contract, regardless of the location at which the work is to be performed, when the foreign person or entity will have access to export-controlled data.

(d) The Contractor is responsible for all regulatory record-keeping requirements associated with the use of licenses and license exemptions/exceptions. Upon request, the Contractor must make copies of all export compliance records available to the FAA.

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

(e) The Contractor is responsible for ensuring that the provisions of this clause apply to its subsidiaries, subcontractors, and consultants helping to perform this contract.

(f) The Contractor must place on all documentation that may contain export-controlled technical data or software the following restrictive marking:

This document may contain data whose export/transfer/disclosure is restricted by U.S.

law or regulation, including the Export Administration Regulations (EAR), 15 CFR Parts 730–799 or the ITAR, 22 CFR Parts 120–130. Dissemination to non-U.S. persons whether in the United States or abroad may require an export license or other authorization.

H.19 COMMERCIAL EQUIPMENT WARRANTY

(a) The Contractor must provide its best commercial warranty for equipment furnished for the…