RWSL FLS RCP Section H.pdf

Screening Information Request (SIR) No.: 693KA7-24-R-00006

H-1

PART I – SECTION H

SPECIAL CONTRACT REQUIREMENTS

H.1 CLAUSES AND PROVISIONS INCORPORATED IN FULL

3.1.9-1 Electronic Commerce and Signature (July 2020)

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

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

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

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

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

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

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

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

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

(End of Clause)

3.2.5-7 Disclosure Regarding Payments to Influence Certain Federal Transactions (January 2022)

(a) Definitions.

H-2

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

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

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

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

(i) The awarding of any Federal contract.

(ii) The making of any Federal grant.

(iii) The making of any Federal loan.

(iv) The entering into of any cooperative agreement.

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

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

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

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

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

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

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

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

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

(8) 'Person,' as used in this clause, means an individual, corporation, company, association, authority, firm, partnership, society, State, and local government, regardless of whether such entity is operated for profit, or not for profit. This term excludes an Indian tribe, tribal

H-3 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 business 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 business 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 business days.

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

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

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

(2) If any funds other than Federal appropriated funds (including profit or fee received under a covered Federal action) have been paid, or will be paid, to any person for influencing or attempting to influence an officer or employee of any agency, a Member of Congress, an officer or employee of Congress, or an employee of a Member of Congress on his or her behalf in connection with the screening information request (SIR), the offeror must complete and submit, H-4 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:

(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:

H-5

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

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

(ii) For purposes of subdivision (c)(2)(i) of this clause, 'professional and technical services' must be limited to advice and analysis directly applying any professional or technical discipline. For example, drafting of a legal document accompanying a submittal/offer by a lawyer is allowable. Similarly, technical advice provided by an engineer on the performance or operational capability of a piece of equipment rendered directly in the negotiation of a contract is allowable. However, communications with the intent to influence made by a professional (such as a licensed lawyer) or a technical person (such as a licensed accountant) are not allowable under this section unless they provide advice and analysis directly applying their professional or technical expertise and unless the advice or analysis is rendered directly and solely in the preparation, submission or negotiation of a covered Federal action. Thus, for example, communications with the intent to influence made by a lawyer that do not provide legal advice or analysis directly and solely related to the legal aspects of his or her client's submittal/offer, but generally advocate one proposal over another are not allowable under this section because the lawyer is not providing professional legal services. Similarly, communications with the intent to influence made by an engineer providing an engineering analysis prior to the preparation or submission of a submittal/offer are not allowable under this section since the engineer is providing technical services but not directly in the preparation, submission or negotiation of a covered Federal action.

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

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

H-6

(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.

(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.

H-7

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

(End of clause)

3.8.2-17 Key Personnel and Facilities (July 2019)

(a) The personnel and/or facilities as specified below are considered essential to the work being performed hereunder and may, with the written 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 written 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. Unavoidable situations include sudden illness, death or termination of employment.

(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:

Labor Category Key Personnel Program Manager II Name to be provided by Offeror/Contractor Systems Engineer II Name to be provided by Offeror/Contractor Quality Engineer II Name to be provided by Offeror/Contractor

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 Governments 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

H-8 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 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.

(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

H-9 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.2 REPRESENTATION AND CERTIFICATIONS

Representations and certifications executed by the Contractor under Section K herein and included in the response to the Screening Information Request (SIR) will be deemed to be incorporated herein by reference and made a part of the contract.

H.3 INTERPRETATION OF CONTRACT (NOTICE OF AMBIGUITIES)

(a) This written contract and any and all identified writings or documents incorporated by reference herein or physically attached hereto constitute the parties' complete agreement, and no other prior or contemporaneous agreements either written or oral must be considered to change, modify, or contradict it. Any ambiguity in the contract will not be strictly construed against the drafter of the contract and all contract language must be resolved by applying the most reasonable interpretation under the circumstances, giving full consideration to the intentions of the parties at the time of contracting.

(b) The Contractor must exercise due diligence to discover and to bring to the attention of the

Contracting Officer at the earliest possible time any ambiguities, discrepancies, inconsistencies, or conflicts in or between the written contract and other documents incorporated by reference herein or between the written contract (including incorporated documents) and any other agreements between the parties related to the subject matter of this contract. Failure to comply with such obligations may be deemed a waiver and release of any and all claims for extra costs or delays arising from such ambiguities, discrepancies, inconsistencies, and conflicts.

H.4 NOTICE OF DEBARMENT/SUSPENSION STATUS

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

H.5 AUTHORITY

H-10

The Contractor must not in any way represent themselves as part of the United States Government or that they have the authority to contract or procure supplies on the credit of the United States of America.

H.6 RELEASE OF INFORMATION

The Contractor (including individual employees thereof) must not release or communicate, except as required by law or regulations, information, including any news releases or public communications concerned with this contract, whether orally or in writing, unless authorized by the Contracting Officer. News releases pertaining to this contract must not be made without prior approval of the CO. The Contractor must provide a minimum of 36 hours’ notice to the Contracting Officer for approval.

H.7 MAINTENANCE OF RECORDS AND LITIGATION SUPPORT

(a) The Contractor must maintain all records, notes, memoranda, personal diaries, correspondence, and Government documents, upon which notes or annotations have been made. These records must be maintained for a minimum of two (2) years following contract closeout, or longer if required by the CO and needed for the completion of any litigation or hearings. The records must be freely delivered to the FAA upon request and must not be withheld by the Contractor for any reason. The Contractor and its employees waive any statutory rights they may have for withholding the documents. In addition, the Contractor must support the FAA in litigation to whatever extent required by the FAA.

(b) In the event any request for support to the FAA occurs after the period of performance of this delivery order, separate contractual arrangements will be made for costs incurred.

H.8 PERSONAL SERVICES

(a) No personal services shall be performed under this Contract. No Contractor employees will be directly supervised by the Government. All individual Contractor assignments and daily work direction must be given by the applicable Contractor supervisor. If the Contractor believes that any Government action or communication has been given that would create a personal services or employment relationship between the Government and any Contractor employee, the Contractor must promptly notify the Contracting, Officer of this communication or action. For all the purposes of the Contract, the, Contractor is not, nor shall it hold itself out to be, an agent or partner of, or joint ventures with, the Government, and the Contractor must neither supervise, nor accept supervision from, Government employees.

(b) The Contractor must not perform any inherently governmental functions under this

Contract. No Contractor employee shall hold him or herself out to be a Government employee, agent, or representative. No Contractor employee shall state orally or in writing at any time that he or she is acting on behalf of the Government. In all communications (including meeting participation) with third parties in connection with

H-11 this Contract, Contractor employees must identify themselves as Contractor employees and specify the name of the company for which they work. In all communications with other Government contractors in connection with this Contract, the Contractor employee must state that they have no authority to in any way to change the contract.

H.9 DELIVERY ORDER PERFORMANCE

Past performance information is relevant for future source selection purposes regarding a Contractor’s actions under previously awarded DOs and contracts. It includes, for example, the Contractor’s record of conforming to contract requirements and to standards of good workmanship; the Contractor’s adherence to contract schedules, including the administrative aspects of performance; the Contractor’s history of reasonable and cooperative behavior and commitment to customer satisfaction; and generally, the Contractor’s business-like concern for the interests of the customer.

(a) Annually or upon completion of a DO, the COR will evaluate the following areas of the

Contractor’s performance for each DO:

(1) Technical accuracy of deliverables;

(2) Quality of services delivered;

(3) Timeliness of deliverable and/or services;

(4) Cost control of task assignment; and

(5) Contractor’s responsiveness to customer.

The Contractor will be allowed thirty (30) calendar days to submit comments rebutting statements or provide additional information. Comments, if any, will be retained as part of the evaluation record, although the FAA is not required to alter its evaluation based on the Contractor’s submission. The Delivery Order Evaluation is not subject to judicial or further administrative review, and the Contractor is prohibited from seeking such review in any tribunal. The completed evaluation will not be released to anyone other than Federal Government personnel (which can include Government support contractors) and the Contractor whose performance is being evaluated. Past performance information will not be retained for longer than three years after completion of a contract or DO.

(b) The Contracting Officer (CO) will post the results of these evaluations to the Defense

Contractor Performance Assessment System (CPARS), a past performance collection tool that feeds the Government’s central repository for the collection and utilization of past performance information - Past Performance Information (PPI) http://www.sam.gov. The completed evaluations will be accessible in CPARS and available for Federal Government use in support of any future source selection actions

(c) The FAA’s Delivery Order Evaluations are not subject to the “Contract Disputes” clause.

RESERVED

H.10 POSITION QUALIFICATIONS

http://www.sam.gov/

H-12

(a) Direct Labor personnel (for both prime contractor and subcontractors) assigned to the performance of DOs must satisfy the minimum qualifications established for Key Personnel and in Attachment J-15, Labor Category Descriptions, except as the CO may authorize in writing. All Contractor Delivery Order Staffing Plans must clearly cross-reference proposed labor to the labor categories established in Attachment J-15, Labor Category Descriptions.

(b) The Contractor may petition the CO and request a waiver for any of the minimum requirements for an individual to be qualified for a specific labor category included in the contract. The waiver request must provide the name of the individual and his/her work location, the proposed labor category for which the waiver is requested, and the proposed effective date of the request. It must also contain a full justification as to why the minimum requirements should be waived, and the value accruing the FAA as a result of waiver approval. Normally waivers will be processed within 14 days of submission. Requests for approval of waivers must be approved in writing by the CO.

H.11 RESUME APPROVAL

The FAA reserves the right to review resumes of selected personnel to ensure that personnel being assigned to a task meet the minimum requirements for the labor category. Final determination and approval or disapproval of resumes will be made by the FAA CO. The Contractor will be responsible for assigning its personnel, but may be requested to remove an employee from performance (1) if the FAA CO determines a person is not qualified for the labor category and skill level proposed, (2) during performance the employee proves unable to perform the requirements of the function, or (3) the employee poses a threat to the safety of other personnel or facilities.

H.12 LABOR CATEGORY DESCRIPTIONS AND ACCEPTABLE SUBSTITUTIONS

H.12.1 Labor Category Descriptions

Refer to SIR Attachment J-15, Labor Category Descriptions, for labor category descriptions and definitions.

H.12.2 Acceptable Substitutions

(a) Relevant experience - Experience directly reflecting the work, task or project being evaluated. The nature of the activities, analyses and work products must be very similar or identical to those of the intended project. For Senior labor categories, the relevant experience must be progressively complex.

(b) General experience – Any work experience.

(c) Certification - Official recognition of professional level expertise. Certification is official recognition by a trade association, industry organization, an industry or trade governance organization, an educational institution, a government agency or department, or a large

H-13 corporation with a market dominant product. Certification denotes an advanced level of specific expertise commensurate with advanced educational degrees. Certification may result from work experience, education, training or a combination of these.

H.13 CHANGES IN SKILL MIX

It is understood that the mix of labor categories under a Delivery Order (DO), as well as the distribution of the effort among these categories, may vary from the initial mix and distribution of effort that was estimated by the Government or proposed by the Contractor. The Contractor must not modify the skill mix of personnel assigned to a task order unless those changes are presented to the CO and FAA Program Manager for review and approval. Upon agreement between the Contractor and the FAA, the DO will be modified to reflect the agreed upon adjustments within the original scope of the DO.

H.14 RESERVED

H.15 LABOR CATEGORIES AND LABOR RATE

(a) Unless authorized in writing by the Contracting Officer, all labor proposed for delivery orders under this contract must be in accordance with the applicable labor categories J-15 and rates set forth in Attachment J-18.

(b) The labor rates set forth in Attachment J-18 represent the maximum that the Government will pay for such labor during the life of this contract, including options years. At the end of this contract's base year(s) or any option year, and at any time in an individual delivery or task order, the contractor may offer lower labor rates than the maximum labor rates set forth in Attachment J-18.

H.16 RESERVED

H.17 CONTRACTOR EMPLOYEES’ IDENTIFICATION

During the period of this contract, the rights of ingress and egress to and from any office for Contractor’s personnel must be made available as deemed necessary by the Government. All Contractor employees, whose duties under this contract require their presence at any Government facility, must be clearly identifiable by a distinctive badge furnished by the Government. In addition, Contractor personnel must wear corporate identification badges on the outer garment at all times. Obtaining the corporate identification badge is the sole responsibility of the Contractor. The Contractor must immediately deliver all prescribed information to the appropriate Government Security Office for cancellation or disposition upon the termination of employment of any Contractor personnel. All on-site Contractor personnel must abide by all security regulations applicable to that site.

H.18 DISCLOSURE OF “OFFICIAL USE ONLY” INFORMATION SAFEGUARDS

Any Government information made available or to which access is provided, and that is marked

H-14 or should be marked “Official Use Only”, must be used only for the purpose of carrying out the provisions of this contract and must not be divulged or made known in any manner to any person except as may be necessary in the performance of the contract. Disclosure by Contractor personnel to anyone other than an officer or employees of the Contractor or Subcontractor at any tier requires prior written approval of the CO. Requests to make such disclosure should be addressed to the CO.

H.18.1 Disclosure of Information--Official Use Only

Each officer or employee of the Contractor or Subcontractor at any tier to whom “Official Use Only” information may be made available or disclosed, must be notified in writing by the Contractor that “Official Use Only” information disclosed to such officer or employee can be used only for a purpose and to the extent authorized herein, and that further disclosure of any such “Official Use Only” information, by any means, for a purpose or to an extent unauthorized herein, may subject the offender to criminal sanctions imposed by 18 U.S.C. Sections 641 and 3571. Section 641 of 18 U.S.C. provides, in pertinent part, that whoever knowingly converts to his use or the use of another, or without authority sells, conveys, or disposes of any record of the United States or whoever receives the same with the intent to convert it to his use or gain, knowing it to have been converted, must be guilty of a crime punishable by a fine or imprisoned up to 10 years, or both.

H.19 RESERVED

H.20 SUBCONTRACTING

Prior to the establishment of subcontracts and in accordance with AMS clauses 3.10.2-1 Subcontracts (Fixed-Price Contracts), 3.10.2-2 Subcontracts (Cost-Reimbursement and Ceiling Priced Contracts) and 3.10.2-3 Subcontracts (Time-and-Materials and Labor-Hour Contracts), the Contractor must ensure that:

(a) The Contractor must set-aside 25% of its contracting dollars for small business using the subcontract categories.

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

(c) Any applicable subcontractor's “Representations and Certifications” (see Section K) are current.

The FAA’s current Small Business Goals are reflected in the table below:

Subcontract Categories Goal %

Subcontracts Awarded to Small Business Concerns 25.00 %

Subcontracts Awarded to Small Business Concerns Owned and Controlled by Socially and Economically Disadvantaged Individuals 14.00 %

H-15

Women 5.00 %

Service Disabled Veterans 3.00 %

The Contractor must make flow-down payments due to subcontractors in a timely manner consistent with FAA payments to the Contractor or sooner, if appropriate. Payments to subcontractors are not necessarily guaranteed by or predicated solely on FAA payments to the Contractor.

H.21 RESERVED

H.22 NOTICE TO THE GOVERNMENT OF DELAYS

In the event the Contractor encounters difficulty in meeting performance requirements, or when difficulty is anticipated in complying with the contract delivery schedule or date, or whenever the Contractor has knowledge that any actual or potential situation is delaying or threatens to delay the timely performance of this contract, the Contractor must immediately notify the CO and the COR, in writing with all pertinent details. This data must be informational only in character and must not be construed as a waiver by the Government of any delivery schedule, date, or of any rights or remedies provided by law or under this contract.

H.23 GOVERNMENT FURNISHED DATA/EQUIPMENT/PROPERTY/MATERIALS

The Government will provide the items listed below as necessary for the Contractor to fulfill the tasks described in the SOW and individual DOs in compliance with the procedures of AMS T.3.10.3, Government Property. Attachment J-19 (Government Furnished Property List) provides a list of Government Assets that the FAA intends to provide the contractor to use in satisfying the requirements in the Section C (Statement of Work) and further defined at the delivery order level. The Contractor shall not assume that any other Government assets will be made available to the Contractor unless explicitly stated in this clause, contract or delivery order.

(a) Government Furnished Data (GFD). The Contractor will have access to Government data relevant to performance under this contract but must not use or distribute materials or any other product arising from performance of this contract other than as permitted in the SOW.

Any information, not previously published, received by the Contractor from the Government in connection with this contract, or furnished to the Contractor from other sources in response to the Government’s requirements under this contract, will be restricted to this project, and may not be disclosed or used by Contractor personnel for any other purpose, without the prior written approval of the CO. These restrictions do not apply to information that:

i. Currently or subsequently enters the public domain;

ii. Has been released to any third party, without restrictions; or

iii. Is obtained by the Contractor independent of the Government.

H-16

(b) Government Furnished Information (GFI). The Government may provide information

(e.g., technical data, applicable documents, plans, regulations, specifications, etc.) in support of a specific task. Such GFI will be specified in individual DOs. Any information, not previously published, received by the Contractor from the Government in connection with this contract, or furnished to the Contractor from other sources in response to the Government’s requirements under this contract, will be restricted to this project, and may not be disclosed or used by Contractor personnel for any other purpose, without the prior written approval of the CO.

(c) Government Furnished Property (GFP)/Government Furnished Equipment (GFE). All equipment, property, program codes and materials furnished (including contractor acquired property paid for by the Government) and approved equipment, software and materials purchased by the Contractor that are reimbursable under this contract, are Government property, whether expressly under signed custody of the Contractor or not, and must be returned to the Government. Any software purchased in performance of this contract must be licensed to the FAA.

(d) Government-Furnished Workspace. Such Government Furnished workspace will be specified in individual DOs.

(e) Disposition of Government Property – Thirty (30) calendar days prior to the end of the DO period of performance, or upon termination of the contract, the Contractor must furnish to the CO and FAA Program Manager a complete inventory of all Government Property (to include GFD, GFI, GFP, and GFE) in the Contractor’s possession under this contract that has not been tested to destruction, completely expended in performance, or incorporated and made a part of a deliverable end item. The CO and Program Manager will furnish disposition instructions on all listed property that was furnished or purchased under this contract.

H.24 ACCESS TO GOVERNMENT PROPERTY AND FACILITIES

(a) As part of this effort, the Contractor may be working and attending meetings at government facilities and field facilities. Therefore, to the extent specified per and pursuant to the procedures specified per FAA AMS clause 3.14-2, Contractor Personnel Suitability Requirements, the Contractor may be granted ingress and egress to the facilities during normal working hours to obtain information necessary for performance of the contracts.

(b) While Contractor personnel are at the government site, they must comply with all rules and regulations in effect at that site. Contractor personnel must comply with all 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 to such rests with the Government or not.

(c) The 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.

H-17

H.25 CONTRACT/TASK ASSIGNMENT MEANING OF THE TERM ‘DAYS’

Except in instances where it is specifically defined or stated to the contrary, all references to “days” correspond to “calendar days.”

H.26 FEDERAL HOLIDAYS OBSERVED

The FAA observes Federal Holidays as follows:

• New Year's Day

• Labor Day

• Martin Luther King's Day

• Columbus Day

• Presidents’ Day

• Veterans Day

• Memorial Day

• Juneteenth

• Independence Day (July 4th)

• Thanksgiving Day

• Christmas Day

When one of the above designated holidays falls on a Sunday, the following Monday will be observed as a legal holiday. When a legal holiday falls on a Saturday, the preceding Friday is observed as a holiday. No deliverables will be transmitted or received by the Government on a legal holiday.

(a) In addition to the days designated as holidays, the Government observes the following days:

(1) Any other day designated by Federal Statute.

(2) Any other day designated by Executive Order.

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

(b) It is understood and agreed between the Government and the Contractor that observance of such days by Government personnel does not constitute a reason for an additional period of performance or entitlement of compensation except as set forth within the contract. In the event the Contractor’s personnel work during the holiday, they may be reimbursed by the Contractor;

however, no form of holiday or other premium compensation will be reimbursed either as a direct or indirect cost, other than their normal compensation for the time worked. This provision does not preclude reimbursement for previously authorized overtime work.

(c) When the FAA grants excused absence to its employees, assigned Contractor personnel may also be dismissed; however, the Contractor must not invoice the Government for any hours not worked as a result of the dismissal. The Contractor agrees to continue to provide sufficient personnel to perform critical tasks already in operation or scheduled, and must be guided by the instructions issued by the CO or the COR.

H-18

H.27 Organizational Conflict of Interest

(a) “Organizational Conflict of Interest” (OCI) means that because of other activities or relationships with other persons, a person is unable or potentially unable to render impartial assistance or advise to the Government, or the person’s objectivity in performing the contract work is or might be otherwise impaired, or a person has an unfair competitive advantage.

“Person” as used herein includes Corporations, Partnerships, Joint Ventures, and other business enterprises.

(b) “Contractor” as used in this clause includes any affiliate, subcontractor, consultant or employee of the Contractor, as well as any joint venture involving the Contractor, any entity into or with which it may subsequently merge or affiliate, or any other successor or assignee of the Contractor. All references to the “Contractor” as contained in this clause must apply with equal force to all of these included.

(c) “Contract” and “Delivery Order” must be used as applicable to the level at which this clause is being invoked.

(d) This special provision may be invoked in different variations at the Delivery Order level.

Notwithstanding other language in this contract that gives this contract precedence when it conflicts with Delivery Orders, the Delivery Order language concerning organizational conflict of interest, if any, must take precedence.

(e) The following FAA AMS clauses have been included in this contract because the

Contracting Officer has determined that an organizational conflict of interest could occur:

• 3.1.7-1 Exclusion from Future Agency Contracts (July 2018);

• 3.1.7-2 Organizational Conflicts of Interest (January 2023);

• 3.1.7-4 Organizational Conflict of Interest - Mitigation Plan Required (October 2019);

and

• 3.1.7-5 Disclosure of Conflicts of Interest (July 2018)

(f) This contract incorporates an OCI Mitigation Plan that is deemed acceptable to the

Contracting Officer.

(g) It is recognized that the efforts to be performed by the Contractor under this contract may create a potential organizational conflict of interest on the instant contract or on a present or future acquisition. In order to avoid this potential conflict of interest, and at the same time to avoid prejudicing the best interest of the Government, the right of the Contractor to participate in future procurement of equipment and/or services that are the subject of work under this contract may be limited. See FAA AMS T3.1.7. The Contracting Officer’s decision as to the existence of an actual or potential organizational conflict of interest must be final and is not subject to the ‘Contract Disputes’ clause.

(h) Pursuant to AMS T3.1.7, the Contracting Officer has determined that there may be a

H-19 significant potential conflict of interest for any companies that are or expect to be NAS system providers to perform work under this contract (as either a prime or subcontractor). If the Contractor (or subcontractor) wishes to enter into a business relationship with any companies that are or are expected to be NAS system providers, or any of their subcontractors under their respective FAA prime contracts, to perform work under this contract, the Contractor (or subcontractor) must submit information to the Contracting Officer, describing the means by which it proposes that the potential conflict of interest may be avoided, neutralized, or mitigated. After reviewing the information, the Contracting Officer will issue a final determination relating to the potential OCI.

(i) The Contractor must promptly notify the Contracting Officer, in writing, if it has been tasked to evaluate or advise the Government concerning its own products or activities or those of a…