SAI SIR Section H 12.27.23.docx

TABLE OF CONTENTS

Surface Awareness Initiative 12/27/2023 Section H – Special Contract Requirements

Special Contract Requirements Order of Precedence In the event of inconsistency in the terms of this contract or solicitation, such inconsistency must be resolved by giving precedence in the following order:

1) The Contract Schedule (Part I Section B through H)*;

2) The Contract Clauses (Part II, Section I); and

3) Any Attachments, Exhibits, Appendices that may now or later be made parts of this contract, whether by explicit inclusion or incorporation by reference.

4) The Contractor’s Proposal (with the exclusion of the aspects of the proposal incorporated into Section C.4.3.1 – which is covered under 1) above)

* - Enhanced Functionality proposed by the Offeror and accepted by the FAA will be incorporated into Section C.4.3.1 of the Performance Work Statement.

Federal Holidays Observed and Moratorium Restrictions Working hours schedule must observe the 11 Federal Holidays observed at the FAA facilities as follows:

Juneteenth

When any of the above holidays fall 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.

The Contractor must not schedule or perform any installation activities at FAA operational facilities during the following time periods:

1) Friday (12:01 AM local time) preceding Thanksgiving Day through Monday (11:59 PM local time) after Thanksgiving Day

2) Friday (12:01 AM local time) of the week preceding Christmas Day through Monday (11:59 PM local time) after New Year’s Day Incorporation of Reference Documents All specifications, exhibits, drawings or other documents referred to in this contract, whether or not attached, are incorporated herein by reference.

Interpretation or Modification No oral statement of any person, and no written statement of anyone other than the Contracting Officer (CO), or his/her designated, authorized representative, acting within the limits of the authority specified in such designation, must modify or otherwise affect any provision of this contract.

Contracting Officer’s Authority The Contracting Officer (CO), specified in Section G, must be the only individual authorized to direct or redirect the efforts or in any way amend any of the items of this contract other than those instances specifically delegated in writing by the Contracting Officer.

The FAA Contracting Officer is responsible for ensuring the performance of all necessary actions for effective contracting; ensuring compliance with the terms of the contract and safeguarding the interests of the United States in its contractual relationships. In this regard, the Contracting Officer is the only individual who has the authority to enter into, administer, or terminate this contract. In addition, the Contracting Officer is the only person authorized to approve changes to any of the requirements under this contract, and notwithstanding any provision contained elsewhere in this contract, this authority remains solely with the Contracting Officer.

In no event must any understanding or agreement, modification, change order or other matter, deviating from the terms of this contract be effective or binding upon the Government, unless issued, in writing, by the Contracting Officer.

Meetings / Conferences To ensure effective program management and efficient and effective resolution of problems, meetings between the FAA and the Contractor will be held as required, at a mutually agreed upon time and location.

Key Personnel and Facilities Key Personnel under this Contract are:

1) Program Manager: TBD

Prior to removing, replacing, or diverting any of the key personnel at any time during the performance of this Contract, the Contractor must notify the CO at least thirty (30) days in advance of such actions. This notification must be in writing and include justification (including a resume and proposed substitutions) in sufficient detail to permit evaluation of the impact on this Contract. Consent from the CO must be received prior to the execution of the substitution, replacement or diversion of any key person but not later than twenty-one (21) days after Contractor notification.

Public Release of Information Except for financial and proprietary information, this contract may be released by the Government to the public upon request without further notice to the Contractor.

Licenses and Permits The contractor must, without additional expense to the Government, be responsible for obtaining any necessary licenses and permits, and for complying with any applicable Federal, State, and Municipal laws, codes, regulations, and airport rules, in connection with the execution of the work.

Access to Government Property and Facilities In performance of this contract the Contractor may be required to attend meetings at the Federal Aviation Administration Headquarters Building, Washington, DC, the WJHTC, Atlantic City International Airport, NJ, FAA Academy, Oklahoma City, Oklahoma, or as required by the Contracting Officer. The Contractor should be granted ingress and egress to the building at all times during normal work hours in performance of the contract.

In the performance of this contract, the Contractor may also be required to visit other Government facilities and airports. While Contractor personnel are at any of these Government facilities and airports, they are required to comply with all rules and regulations in effect at that site. Contractor personnel shall 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 shall also exercise proper care of all property at the Government site and airport regardless of whether title of such vests with the Government or not.

The Contractor shall be required to have all employees processed for an identification badge through the FAA Technical Center security office for access to the FAA Technical Center laboratories and offices. The Contractor shall also be required to have certain employees processed for an identification badge through the FAA Aeronautical Center security office for access to the FAA Aeronautical Center laboratories and FAA Academy and offices.

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

Data Rights The Government will have the rights to use, release, record or disclose the technical data within the Government without restriction and outside the Government for a Government purpose. These rights are obtained notwithstanding section I. The Government recognizes the use of COTS products in the delivery of SAI and will uphold licensing agreements required for the use of such COTS products.

Protection of Sensitive Technologies Information All technical data provided to the Contractor by the Government will be protected from public disclosure in accordance with the markings contained thereon. Except as necessary for the performance of this contract, all other sensitive information relating to the items to be delivered or services to be performed under this contract may not be disclosed to anyone outside the U.S. Government by any means without prior written approval of the Contracting Officer. Dissemination or public disclosure includes, but is not limited to, permitting access to such information by foreign nationals or by any other person or to such information by foreign nations or by any other person or entity; publication of technical or scientific papers; advertising; or any other proposed public release. The Contractor must provide adequate protection to such information to preclude access by any person or entity not authorized such access by the U.S. Government.

Accountability of Government Furnished Property FAA Form 4650-12 for shipment of GFP to the Contractor will be generated by the FAA Program Office prior to shipment and signed by the Property Administrator (PA), identified in Section G of the Contract. The PA must review the document, issue a control number for tracking and accountability purposes and forward the 4650-12 to the Contractor. In emergency cases, the 4650-12 may be prepared post shipment.

GFP received at the Contractor’s facility without proper documentation must be reported immediately to the PA, in writing, with a copy to the Contracting Officer.

The Contractor must request a 4650-12 for the return of GFP or CAP to the FAA prior to shipment. The process in paragraph 1 of this clause will then be repeated. The 4650-12 documents the return of GFP or CAP to the FAB. Excess property must be reported to the PA, in writing, with a copy to the Contracting Officer on an Inventory Schedule, Standard Form 1428.

The Contractor must maintain adequate records on GFP, which is furnished in order that any GFP, which is incorporated, can be matched and identified to the specific CLIN. In its request for shipping instructions (FAA Form 4500-1) the Contractor must specify the GFP, by CLIN, which has been incorporated in each CLIN for which the shipping instructions are requested referencing the FAA Form 4650-12 by which the GFP was furnished.

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

Contractor Support Services The FAA may contract with support Contractors for services to include contract administration, functioning as a Contracting Officer’s Administrative Representative (COAR) and assisting in technical reviews. Employees of these support Contractors may attend meetings between the Contractor and the FAA, observe and participate with Government personnel in functions and performance tests, and have access to the Contractor’s facilities as related to any effort under this contract; however, no support Contractor has the authority to issue direction to the Contractor or to change the contract.

If the FAA utilizes support Contractors in this capacity, the Contractor agrees to cooperate with the support Contractors by engaging in discussions with support Contractor personnel and permitting support Contractor personnel access to information and data to the same degree such access is accorded Government personnel. The Contracting Officer will provide a list of support Contractors upon request.

Government Solicited Engineering Change Proposals (ECPs) The System requirements will be under configuration control by the NAS Configuration Control Board (NAS CCB). Engineering Change Proposals are changes requiring modification to the Minimum Requirements Document (MRD), Attachment J.1.

After contract award, the Government may solicit engineering changes to the system specifications of this contract. Those proposed engineering changes that are acceptable to the Government will be processed as modifications to the contract.

As a minimum, the following information must be submitted by the Contractor with each proposal:

· A description of the difference between the existing contract requirement and the proposed change, and the comparative advantages and disadvantages of each;

· Itemized requirements of the contract, which must be changed if the proposal is adopted, and the proposed revision to the contract for each such changes;

· An estimate of the changes in performance and cost, if any, that will result from adoption of the proposal. The estimate must include staffing months, hours, skills required, equipment purchases, travel, other direct costs, and any other anticipated/expected costs that will be incurred by the Government as a result of the approval of the ECP;

· An evaluation of the effects the proposed change would have on collateral costs to the Government, such as Government-furnished property costs, costs of related items, and costs of maintenance and operation; and

· A statement of the time by which the change order adopting the proposal must be issued so as to obtain the maximum benefits of the changes during the remainder of this contract. Also, any effect on the contract completion time or delivery schedule must be identified.

The Contractor has the right to withdraw, in whole or in part, any engineering change proposal not accepted by the Government within the period specified in the engineering change proposal. The decision of the CO as to the acceptance of any such proposal under this contract must be final and must not be subject to the "Disputes" clause, Section I, of this contract.

The Government may be entitled for consideration of changes that are for the benefit of the Contractor, if accepted by the Contracting Officer.

If an engineering change proposal submitted pursuant to this clause is accepted and applied to this contract, an equitable adjustment in the contract price and in any other affected provisions of this contract must be made in accordance with the Changes clause.

Technical Data and Documentation The Contractor must ensure that the Government receives all documentation and updates routinely developed by Original Equipment Manufacturer (OEM). The Contractor must ensure that OEM supplier(s) for the installation, and operation of hardware and software purchased/leased by or for the use of the Government included are all documentation and updates for software maintenance.

The Contractor must ensure that all commercially available technical data provided is complete and equivalent to that provided to the OEM's own on-site and off-site engineering personnel.

Systems Supportability The Contractor must ensure that all systems under this contract are fully supportable through the life of this contract. In the event a product is no longer available, the Contractor will notify and provide a solution to the Contracting Officer.

Notification Regarding Problems If at any time during the performance of this contract problems should arise which will have an adverse impact on timely performance by the Contractor or affect the contract price, the Contractor is required to immediately notify the Contracting Officer. Such Contractor notice must be followed up by a written statement of the problem, alternative solutions and the respective costs associated with the solutions.

Task Orders General.

Task Orders can be utilized for optional effort(s) under this contract as indicated in Section C.4.3.2 or C.4.3.3. Only the Government Contracting Officer may issue Task Orders. It is agreed that a Task Order issued by the Contracting Officer constitutes authorization for the Contractor to proceed with the work specified herein and that no other costs are authorized without the express written consent of the Contracting Officer. At the request of the Contracting Officer or Contracting Officer’s Representative (COR), the Contractor must provide a cost estimate that includes the estimate for labor categories, hours, labor costs, ODCs (to include travel, purchases, subcontractor labor) for each Task Order issued. The Contractor must provide the cost estimate to the Contracting Officer and COR.

Content.

Each Task Order must be assigned an individual identifying number, i.e., Task No. 0001. Task Orders will specify the following, as a minimum:

1) Statement of Work (work to be performed);

2) Performance Period;

3) Place of performance;

4) Authorized travel;

5) Labor Hour Estimate (This data must be provided at the monthly Program Management Reviews [PMR’s]);

6) Labor Estimate Not-To-Exceed (NTE) ceiling price for labor effort;

7) Delivery Schedule (deliverables and required delivery dates;

8) Government Furnished Property (GFP) (to include information, material and equipment),

9) Materials and ODC Estimate NTE;

10) Requirements and provisions for access to Government property and facilities, if different than what is currently in the contract; and

11) Task Order NTE (for the effort to be conducted) Limitations Regardless of the Section B price, the Contractor is not authorized to perform work on any Task Order until the Task Order ceiling price has been established and agreed upon during negotiations and the Task Order is signed by the Contracting Officer.

The Contractor is not authorized to incur any costs, including labor costs, in excess of the Task Order ceiling price. The Government’s liability to purchase is limited on a task basis to the current funding of that Task Order.

Notification of Task Order Effort If time permits, a draft Task Order package, which includes an unsigned Task Order must be sent by the Contracting Officer or COR prior to the formal issuance of a Task Order to the Contractor. The Contractor must review the draft Task Order package and contact the Contracting Officer or COR with any questions, concerns and needs for clarification. Once issues have been resolved, the Contracting Officer must issue the formal Task Order package. Upon receipt of the formal Task Order package, the Contractor reviews the Task Order, and must submit a signed copy of the Task Order to the FAA Contracting Officer.

Execution.

The Contracting Officer will sign and send a copy of the Task Order back to the Contractor. Upon receipt, the Contractor may then proceed with the task requirements.

Task Order Revisions Revisions to Task Orders may be in the form of a unilateral change or bilateral change. Unilateral changes cover administrative changes such as a change to the period of performance or to correct errors and will be issued via a change letter from the Contracting Officer. These unilateral changes must be included when the task order is next formally updated via a bilateral change. A bilateral change to the Task Order must be a formal change to the task order and must include the information set forth in the preceding paragraphs as applicable Close Out Task Orders will be closed based upon a mutually agreeable process established with the Contractor.

Limitation of Government Liability for Certain Government Furnished Equipment / Information (GFE/I) During the administration of this contract should the Government not comply with agreed to schedules for delivery of GFE/I or should the designated GFE/I not meet the required performance standards, the negotiation of an equitable adjustment for such delay or failure to meet performance standards will take into account the comparative responsibility of the Government and Contractor in causing the delay or performance deficiency. Such consideration must include, but not be limited to, performance problems, the failure of the Government adequately to fund the GFE/I development, and whether the Contractor was developing the GFE/I on a fixed-price, cost reimbursement, or level-of-effort basis.

Products ordered from the Qualified Product List (QPL) Once a product is approved for the qualified product list, vendors may offer that same product to other customers to include airports, cities, state and local governments. Vendors must not represent a product as being on the FAA’s QPL unless it is precisely that same, unmodified product.

Requirements Changes The FAA reserves the right to update QPL requirements and associated evaluation criteria in subsequent updates throughout the duration of the program. This can result in the removal of a product from the QPL.

Annual Review of the Basic Ordering Agreement The CO will annually review each basic ordering agreement before the anniversary of its effective date and revise as necessary. Basic ordering agreements may need to be revised before the annual review due to mandatory statutory requirements. A basic ordering agreement will be changed only by modifying the agreement itself and not by individual orders issued under it. Modifying a basic ordering agreement does not retroactively affect orders previously issued under it.

Service Credits for non-Performance The FAA does not pay for a service during periods of unapproved service interruptions, as indicated by Section C.4.2.8.1.3. The total service charges for a month must be pro-rated to account for this time in which service was not available.

Sample equation: In March, the service incurred an unapproved service interruption of 14 hours within the month. The total monthly price of the service, inclusive of all recurring charges, was $100 for the month of March. The total allowable service charges for the month of March will be:

((744 – 14)/744) * 100 = $98.12 for a service credit of $1.88

Additionally, if within a month, the service has an availability of less than 99% as measured over the prior year the FAA will decrement the total service payments for the month by 9%.

Sample equation: For the month of March, the prior year service was availability was 0.97. The total monthly recurring service charges is $100. The total allowable service charges for the year will be:

0.91*100 = $91.00 for a service credit of $9.00

In this case, the total service credit for the month of March is $9.00 + $1.88 = $10.88, for a total Monthly payment of $89.12.