SIR No. 693KA9-23-R-00017 Commercial Information Services.pdf

Federal Aviation Administration (FAA) 800 Independence Avenue SW, Washington, DC 20591

See Section L.4

SOLICITATION, OFFER AND AWARD 1. THIS CONTRACT IS A RATED ORDER RATING

UNDER DPAS (15 CFR 7900)

PAGE OF PAGES

1 78

2. CONTRACT NUMBER 3. SOLICITATION NUMBER

693KA9-23-R-00017

4. RESERVED 5. DATE ISSUED

6. REQUISITION/PURCHASE NUMBER

N/A

7. ISSUED BY CODE AAQ420-AFN 8. ADDRESS OFFER TO (If other than item 7)

9. See Section L for proposal submittal instructions.

SOLICITATION

CAUTION - LATE Submissions, Modifications, and Withdrawals: See Section L of Submittals, AMS 3.2.2.3-14. All offers are subject to all terms and conditions contained in this solicitation.

10. FOR

INFORMATION

CALL:

A. NAME

Anita Flack-Colon

B. TELEPHONE (NO COLLECT CALLS) C. E-MAIL ADDRESS

anita.m.flack-colon@faa.gov

AREA CODE

NUMBER

EXT.

11. TABLE OF CONTENTS

(X) SEC. DESCRIPTION PAGE(S) (X) SEC. DESCRIPTIO

N

PAGE(S)

PART I - THE SCHEDULE PART II - CONTRACT CLAUSES

A SOLICITATION/CONTRACT FORM 1

I CONTRACT CLAUSES 23-36

B SUPPLIES OR SERVICES AND PRICES/COSTS 2-3 PART III - LIST OF DOCUMENTS, EXHIBITS AND OTHER ATTACH.

C DESCRIPTION/SPECS./WORK STATEMENT 4-7

J LIST OF ATTACHMENTS 37

D PACKAGING AND MARKING 8 PART IV - REPRESENTATIONS AND INSTRUCTIONS

E INSPECTION AND ACCEPTANCE 9

K REPRESENTATIONS, CERTIFICATIONS AND

OTHER STATEMENTS OF OFFERORS 38-52

F DELIVERIES OR PERFORMANCE 10

G CONTRACT ADMINISTRATION DATA 11-15

L INSTRS., CONDS., AND NOTICES TO OFFERORS 53-64

H SPECIAL CONTRACT REQUIREMENTS 16-22

M EVALUATION FACTORS FOR AWARD 65-69

OFFER (Must be fully completed by offeror)

NOTE: Item 12 does not apply if the solicitation includes the provisions at AMS 3.2.2.3-2, Minimum Offer Acceptance Period.

12. In compliance with the above, the undersigned agrees, if this offer is accepted within calendar days (60 calendar days unless a different period is inserted by the offeror) from the date for receipt of offers specified above, to furnish any or all items upon which prices are offered at the set opposite each item, delivered at the designated point(s), within the time specified in the schedule.

13. DISCOUNT FOR PROMPT PAYMENT

(See Section I, AMS 3.3.1-6)

10 CALENDAR DAYS (%) 20 CALENDAR DAYS (%) 30 CALENDAR DAYS (%) CALENDAR DAYS(%)

14. ACKNOWLEDGMENT OF AMENDMENTS

(The offeror acknowledges receipt of amendments to the SOLICITATION for offerors and related documents numbered and dated):

AMENDMENT NO. DATE AMENDMENT NO. DATE

15A. NAME AND

ADDRESS

OF OFFER-

OR

CODE FACILITY 16. NAME AND THE TITLE OF PERSON AUTHORIZED TO SIGN OFFER

(Type or print)

15B. TELEPHONE NUMBER 15C. CHECK IF REMITTANCE ADDRESS IS

DIFFERENT FROM ABOVE - ENTER SUCH

ADDRESS IN SCHEDULE.

17. SIGNATURE 18. OFFER DATE

AREA CODE NUMBER EXT.

AWARD (To be completed by Government)

19. ACCEPTED AS TO ITEMS 20. AMOUNT 21. ACCOUNTING AND APPROPRIATION

22. RESERVED 23. SUBMIT INVOICES TO ADDRESS SHOWN IN ITEM

(4 copies unless otherwise specified)

24. ADMINISTERED BY (If other than Item 7) 25. PAYMENT WILL BE MADE BY CODE

26. NAME OF CONTRACTING OFFICER (Type or print) 27. UNITED STATES OF AMERICA

(Signature of Contracting Officer)

28. AWARD DATE

IMPORTANT - Award will be made on this Form, or on Standard Form 26, or by other authorized official written notice.

OMB Control No. 2120-0595 (SF-33) FAA Template No. 2 (07/17) mailto:oloria.j.crawford@faa.gov

AHR Commercial Information Services Screening Information Request SIR No. 693KA9-23-R-00017

Section B - Supplies or Services and Price/Cost

PART I - SECTION B

SUPPLIES/SERVICES & PRICE/COST

B.1 GENERAL

The FAA Office of Human Resource Management (AHR) has a need to address critical HR issues and initiatives, provide improvements and value, and achieve greater agility, efficiency, and business impact. AHR aims to update its HR team’s functional design and capabilities to meet the AHR strategic priorities. This encompasses all aspects of HR, including the effectiveness of the Chief Human Resource Officer (CHRO), updating, and transforming HR technology, improving recruitment and employee retention, attracting and developing talent, enhancing and moving forward on impactful diversity, equity, and inclusion (DEI) initiatives, and ensuring optimization of HR processes. This contract will provide commercially available, HR oriented research services in support of the AHR strategic priorities.

B.2 BASE AND OPTION PERIODS

The term of this contract includes a one (1) year base period and four (4) one-year option periods for a total of up to five (5) years.

B.3 PRICING / CLIN STRUCTURE

The following section provides the Pricing/CLIN structure for this contract. Services performed under all CLINs in this Section must be in accordance with Section C, Statement of Work.

Note: The below listed AHR Commercial Information Services provide for one (1) CHRO seat, ten (10) advisory seats, and one pack of five (5) HR professional seats.

Base Year – CLIN 0001

CLIN Description Yearly Unit Price

Unit QTY Extended Amount

0001 AHR Commercial Information Services

$ Each 1 $

Total $

Option Year 1 – CLIN 0002

SUBCLIN Description Yearly Unit

Unit QTY Extended Amount

0002 AHR Commercial Information Services

Section B - Supplies or Services and Price/Cost

Option Year 2 – CLIN 0003

Unit QTY Extended Amount

0003 AHR Commercial Information Services

Option Year 3 – CLIN 0004

Unit QTY Extended Amount

0004 AHR Commercial Information Services

Option Year 4 – CLIN 0005

Unit QTY Extended Amount

0005 AHR Commercial Information Services

Total Price CLINS 0001, 0002, 0003, 0004 and 0005 $____________

(End of Section B)

Section C – Description/Specifications/Work Statement

PART II - SECTION C

DESCRIPTION/SPECIFICATIONS/WORK STATEMENT

C.1 Introduction The Federal Aviation Administration (FAA) is tasked with providing the safest, most efficient aerospace system in the world. FAA’s employees are critical to the successful achievement of this mission. However, the operating environments continue to be highly uncertain, and Human Resources (HR) is presented with a wide variety of new challenges to support.

The FAA Office of Human Resource Management (AHR) has a need to address critical HR issues and initiatives, provide improvements and value, and achieve greater agility, efficiency, and business impact. AHR aims to update its HR team’s functional design and capabilities to meet the AHR strategic priorities. This encompasses all aspects of HR, including the effectiveness of the Chief Human Resource Officer (CHRO), updating, and transforming HR technology, improving recruitment and employee retention, attracting and developing talent, enhancing and moving forward on impactful diversity, equity, and inclusion (DEI) initiatives, and ensuring optimization of HR processes.

Scope of Work This effort will provide AHR with research subscription for executive partner commercial information services, including:

• Supporting AHR with research and analysis.

• Providing research and advisory licenses to the HR management leadership team.

Description of Services The Contractor must conduct the tasks described in the following sections.

Task 1: Research and Analysis Support The Contractor must provide support for research and analysis, including the following:

• Provide research subscription that:

o Delivers objectivity and independence in research.

o Provides HR subject matter experts (SMEs) and analysts to perform research and advise the FAA HR management leadership team.

o Provides unlimited, real-time access to HR SMEs/analysts, documents, and toolkits.

• Provide research and analysis support for the following focus areas:

o Future of work o Hybrid work/remote work plans o Diversity, equity, and inclusion (DEI) o Workforce planning and succession management o Chief HR Officer (CHRO) effectiveness o Leader and manager development o HR strategy o Human capital management (HCM) technology transformation o Employee experience o Recruitment o HR operating model o Talent analytics

• Provide experienced executive partners who will:

o Align and advise the FAA CHRO.

o Provide strategic support and guidance on the development and execution of the

FAA’s strategic HR plan.

o Provide guidance on responding to OMB M-23-15 for the development of updated work environment plans.

o Provide guidance and research support on building the knowledge, skills, and capabilities that FAA’s HR staff need to perform more efficiently and increase business impact.

• Research, benchmark data, and guide the workforce planning initiatives.

• Perform research and provide insight and guidance on emerging topics such as:

o Generative artificial intelligence and its implications on HR.

o Achieving optimal HR performance in an evolving workforce environment.

o Integrating diversity metrics into recruiting and performance management.

• Provide access to peer networking communities, conferences, and various roundtables on critical topics, including DEI, future of work, and government HR leadership.

Task 2: Research and Advisory Licenses The Contractor must provide research and advisory licenses (CHRO, advisor, and/or HR professional seats) to the HR management leadership team. This includes:

• Providing authorized users with unlimited, real-time access (365 days per year, 24 hours per day) to databases from any internet-connected device and support specified in Section 3.1.

• Providing unlimited, real-time access to licenses, commercial information services, publications in any format, and library support services.

o These services will provide insight and research advice from subject matter experts, analysts, and research partners, and access to libraries of supporting methodologies and tools to address the focus areas listed in Section 3.1.

Section 508 – Electronic and Information Technology Standards Market Analysis Vendors must comply with FAA Order - 1370.120 which establishes the Federal Aviation Administration’s

(FAA) enterprise-wide Section 508 Accessibility Policy. Federal agencies are required to ensure Electronic and Information Technology (EIT) that is acquired, developed, maintained, or used meets the requirements of Section 508 of the Rehabilitation Act of 1973, as amended.

(End of Section C)

Part I – The Schedule Section D – Packaging and Marking

PART III - SECTION D

PACKAGING AND MARKING

D.1 PACKING AND PACKAGING

All deliverables under this contract must be preserved and packaged in accordance with the most economical and best commercial practices to assure delivery at the destination and to prevent deterioration and damage due to shipping, handling and storage hazards.

D.2 GENERAL MARKING

In addition to information provided with shipping instructions, all deliverables must be marked on the outside of the packaging with the following:

1. FAA contract number;

2. Contractor's name and address; and

3. List of contents.

D.3 TRANSMISSION OF DELIVERABLES

All deliverable items required by this contract will be shipped F.O.B. destination, within the consignee’s premises, with all mailing and transport expenses prepaid by the Contractor.

(End of Section D)

Section E – Inspection and Acceptance

PART IV - SECTION E

INSPECTION AND ACCEPTANCE

E.1 3.1-1 CLAUSES AND PROVISIONS INCORPORATED BY REFERENCE (JULY

2011) This screening information request (SIR) incorporates by reference the provisions or clauses listed below with the same force and effect as if they were given in full text.

Upon request, the Contracting Officer will make the full text available, or Offeror’s and Contractors may obtain the full text via Internet at:

https://conwrite.faa.gov/cwcategorylist.cfm.

(End of Clause)

3.10.4-4 Inspection of Services - Both Fixed-Price & Cost Reimbursement (April 1996)

E.2 INSPECTION AND ACCEPTANCE

(a) The Contracting Officer (CO), or the Contracting Officer’s Representative (COR), listed in Section G.1, as the CO’s duly authorized representative, is authorized to perform inspection on behalf of the Government for the purpose of acceptance of all services to be provided.

(b) Inspection, review or the anticipation of acceptance/approval of a contract item in the course of its preparation will not be construed as assurance of acceptance of the finished product.

(c) Final acceptance of all deliverable items will be made, in writing, by the Contracting Officer.

(End of Section E) https://conwrite.faa.gov/cwcategorylist.cfm

Section F – Deliverables or Performance

PART V - SECTION F

DELIVERIES OR PERFORMANCE

F.1 3.1-1 CLAUSES AND PROVISIONS INCORPORATED BY REFERENCE

(JULY 2011)

This screening information request (SIR) incorporates by reference the provisions or clauses listed below with the same force and effect as if they were given in full text. Upon request, the Contracting Officer will make the full text available, or Offeror’s and Contractors may obtain the full text via Internet at:

https://conwrite.faa.gov/cwcategorylist.cfm.

3.10.1-9 Stop-Work Order (October 1996) 3.10.1-11 Government Delay of Work (April 1996) 3.10.1-24 Notice of Delay (March 2009) 3.11-34 F.O.B. Destination (April 1999)

F.2 PERIOD OF PERFORMANCE

The period of performance for the base year will begin on the date of award or the effective date of the contract.

Base Year Date of Award through 12 months thereafter Option Year One 13th month through 24th month Option Year Two 25th month through 36th month Option Year Three 37th month through 48th month Option Year Four 49th month through 60th month

F.3 PLACE OF PERFORMANCE

Services specified under this contract must be performed at the contractor’s facility.

(End of Section F) https://conwrite.faa.gov/cwcategorylist.cfm

Section G – Contract Administrative Data

PART VI - SECTION G

CONTRACT ADMINISTRATION DATA

G.1 CONTRACT ADMINISTRATION (FAA)

a. Contracting Officer:

FEDERAL AVIATION ADMINISTRATION

Attn: Anita Flack-Colon 800 Independence Avenue, S.W., Room 406W Washington, DC 20591 Phone: 202-267-6794 Email: anita.m.flack-colon@faa.gov

The Contracting Officer assigned to this contract has responsibility 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, the said authority remains solely with the Contracting Officer.

The Contractor must immediately notify the Contracting Officer for clarification when a question arises regarding the authority of any person to act for the Contracting Officer under the contract or when the Contractor receives direction that appears outside contract scope.

It is the responsibility of the Contractor to contact the Contracting Officer immediately if there is even the appearance of any technical direction that is or may be outside the scope of the contract. Costs incurred that were not authorized by the Contracting Officer and work outside the scope of the contract must be considered unallowable costs and will not be reimbursed by the Government.

b. Contracting Officer’s Representative (COR):

FEDERAL AVIATION ADMINISTRATION

Attn: To be provided at time of award 800 Independence Avenue, S.W.

Washington, DC 20591 Phone:

The COR is responsible for the technical administration of the contract and the technical liaison with the Contractor. The COR is not authorized to change the scope of work or specifications in the contract, to make any commitments or otherwise obligate the Government or authorize any changes which affect the contract price, delivery schedule, period of performance, or other terms and conditions of the contract.

The COR is responsible for monitoring progress and overall technical management of the work hereunder and must be contacted regarding questions or problems of a technical nature.

mailto:anita.m.flack-colon@faa.gov

In no event, however, will any understanding or agreement, modification, change order, or other matter deviating from the terms of the contract between the Contractor and any person other than the Contracting Officer be effective or binding upon the Government, unless a contract modification or letter of direction is executed by the Contracting Officer prior to completion of this contract.

On all matters that pertain to contract terms, the Contractor will contact the Contracting Officer. When the COR requests effort that may be outside the existing scope of the contract, the Contractor must promptly notify the Contracting Officer. The Contractor under such request will take no action unless and until the Contracting Officer has issued a letter of direction or a contract modification. (See also section G.2 below.)

G.2 3.10.1-22 CONTRACTING OFFICER’S REPRESENTATIVE (April 2012)

(a) The Contracting Officer may designate other Government personnel (known as the Contracting Officer's Representative) to act as his or her authorized representative for contract administration functions which do not involve changes to the scope, price, schedule, or terms and conditions of the contract. The designation will be in writing, signed by the Contracting Officer, and will set forth the authorities and limitations of the representative(s) under the contract. Such designation will not contain authority to sign contractual documents, order contract changes, modify contract terms, or create any commitment or liability on the part of the Government different from that set forth in the contract.

(b) The Contractor will immediately contact the Contracting Officer if there is any question regarding the authority of an individual to act on behalf of the Contracting Officer under this contract.

G.3 CORRESPONDENCE PROCEDURES

To promote timely and effective contract administration, correspondence submitted under this contract (except invoices and deliverable items) must be subject to the following procedures:

(a) Correspondence of a routine nature must be addressed to the designated COR with an information copy of the correspondence to the Contracting Officer listed in G.1.

(b) Other considerations including technical correspondence involving technical issues and correspondence proposing or otherwise involving waivers, deviations or modifications to the contract, must be addressed to the Contracting Officer listed in G.1, with information copies to the COR.

(c) All correspondence must include the contract number.

G.4 ELECTRONIC COMMUNICATIONS

The Contractor must assure an electronic means for communicating with FAA personnel.

The Contractor must ensure that the communications are compatible with the FAA’s electronic mail system and software, which is Microsoft Outlook. The Contractor must also ensure that the Contractor’s electronic mail has the capability to receive and retrieve attachments.

G.5 INTERPRETATION OR MODIFICATION

No verbal statement by any person, and no written statement by anyone other than the Contracting Officer, or his/her authorized representative acting within the scope of his/her authority, will be interpreted as modifying or otherwise affecting the terms of this solicitation or any resulting contract. All requests for interpretation or modification will be made in writing to the Contracting Officer.

G.6 BILLING INSTRUCTIONS

(a) Invoices must be submitted annually in accordance with AMS 3.2.4-5, Allowable Cost and Payment (July 2017). Payment is subject to review, approval and certification by the CO and COR. In the event of questioned costs, the CO may withhold any or all invoice amounts until the Contractor provides all required data to the satisfaction of the CO. The payment will be made pursuant to FAA AMS 3.3.1-34 Payment by Electronic Funds Transfer/Central Contractor Registration.

(b) Compliance with these instructions will reduce correspondence and other causes for delay to a minimum, and will thus promote prompt payments to the Contractor. Invoices must be submitted no more frequently than once annually unless prior written consent is obtained from the CO and supporting cost documentation is as described in this section.

(c) Invoices must be submitted in soft copy as established below:

Accounts Payable Email copy to:

(9-AMC-AMZ-FAA-

APInvoices@faa.gov

Annually

Contracting Officer and

COR

Email copy. Concurrently with submittal to Accounts Payable, submit one signed copy in PDF format.

(d) Upon completion, termination, or expiration of the contract, the Contractor must submit a final voucher clearly marked “FINAL”. The final voucher must contain an itemized mailto:9-AMC-AMZ-FAA-APInvoices@faa.gov mailto:9-AMC-AMZ-FAA-APInvoices@faa.gov accounting of total contract costs that includes:

• Certification that all contractual requirements have been satisfied; and

• Certification that all previous Contractor vouchers have been paid.

G.9 RELEASE OF GOVERNMENT OBLIGATION

The Contractor, and each assignee under an assignment entered into under this contract, and in effect at the time of final payment under this contract, must execute and deliver, as a condition precedent to final payment under this contract, a release discharging the Government, its officers, agents, and employees of and from all liabilities, obligations, and claims arising out of or under this contract, subject only to the following exceptions:

Specified claims in stated amounts, or in estimated amounts if the amounts are not susceptible of exact statement by the Contractor; and

Claims, together with reasonable incidental expenses, based upon the liabilities of the Contractor to third parties arising out of performing this contract, that are not known to the Contractor on the date of the execution of the release, and of which the Contractor gives notice in writing to the Contracting Officer not more than one (1) year after the date of the release or the date of any notice to the Contractor that the FAA is prepared to make final payment, whichever is earlier.

If the release contains such exceptions, whether to accept it and issue final payment is within the sole discretion of the FAA Contracting Officer

G.10 CONTRACTORS REMITTANCE ADDRESS

Electronic payment sent to: TBD Bank Information: TBD Title on Bank Account: TBD EFT Information: TBD Routing/ABA Number: TBD Bank Account Number: TBD Bank Contact: TBD Contractor Implementation Contact: TBD

(End of Section G)

Section H – Special Contract Provisions

PART VII - SECTION H

SPECIAL CONTRACT PROVISIONS

H.1 FAA ACQUISITION MANAGEMENT SYSTEM CLAUSES

INCORPORATED IN FULL TEXT

3.1.9-1 Electronic Commerce and Signature (JUL 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

(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.

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

(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.

(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 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:

(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 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.

(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)

3.13-15 Confidentiality of Data and Information (November 2016)

(a) In performance of this contract, the contractor and any of its subcontractors, may need access to and use various data and information in the possession of the Government. This data and information may have been obtained under conditions which restrict the Government's right to use and disclose this data and information or which may be adverse to the interests of the Government or other parties if it is disseminated or used in a capacity other than in performance of this contract. Therefore, the contractor and its subcontractors agree to abide by any restrictive use conditions on such data and not to: (1) knowingly disclose such data and information to others without written authorization from the Contracting Officer, unless it is already 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 medium or form, including textual, numerical, graphic, cartographic, narrative or visual form.

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

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

This agreement must provide that the employee will not, during employment or anytime thereafter, disclose or use for current or future benefit of any party any of the data (to include any form of Sensitive Unclassified Information (SUI) described in FAA Order 1600.75) or information not publically available received in connection with the work under the contract.

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

(e) The contractor agrees to include the substance of this clause in all subcontracts awarded under this contract. The Contracting Officer will consider case-by-case exceptions to this requirement for individual subcontracts in the event that: (1) the contractor considers this clause to be inappropriate and unnecessary in the case of a particular subcontract; (2) the contractor provides a written statement affirming absolute unwillingness of a subcontractor to perform, absent some relief from the substance of this prohibition and the reason why; (3) use of an alternate subcontract source would unreasonably detract from the quality of effort; and (4) the contractor provides the Contracting Officer timely written advance notice of these and any other extenuating circumstances.

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

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

(End of clause)

H.2 REPRESENTATIONS AND CERTIFICATIONS

Representations and Certifications executed by the Contractor under Section K herein and included in the response to the SIR must 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 language, but 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) It is the obligation of the Contractor to 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 specifications and the applicable drawings or other documents incorporated by reference herein. Failure to comply with such obligations may be deemed a waiver and release of any and all claims for extra costs or delays arising out of such ambiguities, discrepancies, inconsistencies and conflicts.

H.4 FAA RIGHT TO PERFORM OR CONTRACT

The Government reserves the right to accomplish any work within the scope of this contract either by Government personnel or by another separate contract.

H.5 PERSONAL SERVICES

(a) No personal services must be performed under this Contract. No Contractor employee will be directly supervised by the Government. All individual Contractor employee 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 relationship between the Government and any Contractor employee, the Contractor must promptly notify the Contracting Officer of this communication or action.

(b) The Contractor must not perform any inherently governmental functions under this contract. No Contractor employee may hold him or herself out to be a Government employee, agent or representative. No Contractor employee may state orally or in writing at any time that he or she is acting on behalf of the Government. In all communications with third parties in connection with 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 employees must state that they have no authority to in any way change the contract and that if the other Contractor believes this communication to be a direction to change its contract, it should notify the Contracting Officer for that contract and not carry out the direction until a clarification has been issued by the Contracting Officer.

(c) The Contractor must ensure that all of its employees working on this contract are informed of the substance of this clause. Nothing in this clause must limit the

Government’s rights in any way under any other provision of the contract, including those related to the Government’s right to inspect and accept the services to be performed under this Contract. The substance of this clause must be included in all subcontracts at any tier.

H.6 SECURITY OF GOVERNMENT INFORMATION SYSTEMS

When using computer, network, and/or communication systems operated by or on behalf of the FAA, the Contractor must comply with the security requirements outlined in OMB Circular A- 130 Appendix III, Security of Federal Automated Information Resources, the DOT Information Systems Security Guide (DOT H 1350.250), DOT Network Security Guide (DOT H 1350.251), and FAA Security Orders, including FAA Personnel Security Order 1600.1, and FAA Order 1370.82, Information Systems Security. Contractor personnel must complete annual Information System Security LOB Awareness Training and any other security training required by the DOT/FAA. Documentation of completed training must be submitted to the CO via e-mail.

H.7 NOTIFICATION 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 suspension, debarment or ineligibility from any Federal Government Agency or Department during the performance of this

H.8 DISSEMINATION OF CONTRACT INFORMATION

The Contractor must not publish, permit to be published, or distribute for public consumption any information, oral or written, concerning the results or conclusions made pursuant to the performance of this contract, without the prior written consent of the CO. This statement includes seminars, professional society meeting and conferences, and meetings with foreign dignitaries both government and from the private sector. Soft copies of any material proposed to be published or distributed must be submitted to the CO. The following schedule is established as a guideline when requesting consent (business days):

a. Written information - 20 days

b. Oral information - 20 days

c. Congressional information - 15 days

For any Contractor proposals for prospective work, exclusive of this contract, for which the Contractor may employ information generated in the performance of this contract, the Contractor must request in writing and obtain permission in writing from the CO before submitting such information as part of a…