FDIO PC RCU SECTION HF INAL

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					                                                                           DTFAWA-11-R-00017
                                PART I – SECTION H
                         SPECIAL CONTRACT REQUIREMENTS

H.1    TECHNICAL DIRECTION

        The Contractor must ensure that performance of the work under this contract be subject
to the technical direction of the COTR. The term "technical direction" is defined to include,
without limitation, the following:

        (a)     Directions to the Contractor that shift work emphasis between work areas or
tasks, require pursuit of certain lines of inquiry, fill in details or otherwise serve to accomplish
the contractual Statement of Work;

        (b)     Provision of written information to the Contractor which assists in the
interpretation of drawings, specifications, or technical portions of the work description; and,

        (c)   Review and, where required by the contract, approval of technical reports,
drawings, specifications, productions and technical information to be delivered by the Contractor
to the Government under the contract.

H.2    DETERMINATION OF CHANGE

        (a)    If, in the opinion of the Contractor, any instruction or direction by the COTR falls
within the categories defined in paragraph H.3, the Contractor must not proceed but must notify
the CO in writing within five (5) working days after receipt of any such instruction or direction
from the COTR.

       (b)     Upon receipt of the notification from the Contractor, the CO will advise the
Contractor as follows:

                (1)    Within thirty (30) calendar days after receipt of the Contractor's letter and
in writing, that the technical direction is within the scope of the contract effort and does not
constitute a change to the contract;

               (2)     The Government will modify the contract to provide for the change; or

               (3)     Within a reasonable length of time, that the instruction or direction is not
within the scope of work and that the Government will not modify the contract, in which case the
Contractor is not to perform the work requested by the COTR.

H.3    LIMITATIONS OF COTR

       Technical direction will be issued in writing by the COTR and must be within the scope
of PART I - SECTION C. The COTR does not have the authority to, and may not issue any
technical direction which:

       (a)     Constitutes an assignment of additional work;
       (b)     Constitutes a change;


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                                 PART I – SECTION H
                          SPECIAL CONTRACT REQUIREMENTS

        (c)     In any manner causes an increase or decrease in the total estimated contract price,
the fixed fee (if any), or the time required for contract performance;
        (d)     Changes any of the expressed terms, conditions, or specifications of the contract;
or
        (e)     Interferes with the Contractor's right to perform the terms and conditions of the
contract.

H.4    CONTRACTING OFFICER’S AUTHORITY

       (a)     The Contracting Officer has the 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, administrator,
or terminate this contract.

       (b)    In addition, the Contracting Officer is the only individual authorized to approve
changes to any of the requirements under this contract, and notwithstanding any provision
contained elsewhere in this contract, said authority remains solely with the Contracting Officer.

H.5    INTERPRETATION OR MODIFICATION

        No oral statement of any person and no written statement by anyone other than the
Contracting Officer or his/her designated, authorized representative, acting within the limits of
the authority specified in such designation, may modify or otherwise affect any provision of this
contract. All requests for interpretation must be made in writing to the Contracting Officer.

H.6    ACCESS TO GOVERNMENT PROPERTY AND FACILITIES

       (a)    As part of the effort required under this contract, access to Federal Aviation
Administration Headquarters Building, Washington, DC and/or field facilities may be necessary.
Contractor personnel must be granted ingress and egress to such facilities when necessary for
performance of the Contract, during normal working hours, after first coordinating access
through the FAA COTR or Contracting Officer.

        (b)     While Contractor personnel are at the Government site, they are required to
comply with all rules and regulations in effect at that site and must have a contractor
identification badge displayed at all times. 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 must have access will remain in the
Government's possession and must not be considered as property or facilities furnished to the
Contractor.


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                                 PART I – SECTION H
                          SPECIAL CONTRACT REQUIREMENTS

        (d)     The Government facilities to which Contractor personnel must have access under
this Contract must be made available during the entire Contract performance period. In the event
such facilities are not made available as scheduled, the Contracting Officer will, upon timely
receipt of written request from the Contractor, make a determination of the delay, if any, caused
by the unavailability and make an equitable adjustment to the delivery schedule and costs
(exclusive of profit pursuant to the Changes clause).

H.7    INCORPORATION OF SECTION K BY REFERENCE

    PART IV - SECTION K, REPRESENTATIONS AND CERTIFICATIONS OF
OFFERORS, dated [TBD] is hereby incorporated by reference into this contract.


H.8    WARRANTY – PRODUCTS

       (a)     Definitions

               (1)     Acceptance. The word "acceptance" as used herein means the indication of
acceptance at the point in time when the signing of FAA Form 256, "Inspection Report of
Material and/or Services" is performed by the FAA Quality Reliability Officer QRO).

               (2)    Supplies. The word "supplies" as used herein means the end item
furnished by the Contractor and any related services, (Except "data"), required under this
Contract.

       (b)     Warranty

                (1)     Notwithstanding inspection and acceptance by the Government or any
provision concerning the conclusiveness thereof, the Contractor warrants for a period of 1 year
from the date of acceptance at the factory (i.e., after testing and inspection has been completed as
evidenced by FAA QRO signature on the FAA Form 256) that all supplies and software
furnished under this Contract will be free from all defects in material and workmanship and will
conform with all other requirements of this Contract; provided, however, that with respect to
Government-Furnished Property, the Contractor's warranty shall extend only to its proper
installation, unless the Contractor performs some modification or other work on such property, in
which case the Contractor's warranty shall extend to such modification or other work.

                (2)    Any supplies or parts thereof must be corrected or furnished in
replacements at Contractor's discretion, provided that any such correction or replacement must
be subject to the conditions of this clause to the same extent as supplies initially delivered. This
warranty must be equal in duration to remainder of the time period set forth in paragraph (b)
above and must run from the date of delivery of the corrected or replaced supplies.

       (c)     Right to Corrective or Replacement Action

               (1)     In the event of a breach of the Contractor's warranty in paragraph (b)


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                                      PART I – SECTION H
                           SPECIAL CONTRACT REQUIREMENTS
above, the Government will, at no increase in Contract price: (1) require the Contractor, at the
original point of delivery or at the Contractor's plant, to repair or replace, at the Contractor's
election ' defective or nonconforming supplies; or (2) require the Contractor to furnish at the
Contractor's plant such materials or parts and installation instructions as may be required to
successfully accomplish the required correction.

                (2)     The Contractor must also prepare and furnish to the Government data and
reports applicable to any correction required under this clause (including revision and updating
of all affected data called for under this contract) at no increase in the total Contract price. If
correction or replacement is required and transportation of supplies in connection with
correction or replacement is necessary, transportation charges and responsibility for the supplies
while in transit will be borne by the Government.

       (d)     Right to Equitable Adjustment

               If the Government does not require correction or replacement of defective or
nonconforming supplies or the Contractor is not obligated to correct or replace by reason of
paragraph (f) below, the Government will be entitled to an equitable reduction in the firm fixed
price of such supplies.

       (e)     Notification

                (1)   The Contractor will be notified of any breach of the warranty in
paragraph (b) above within six (6) months after acceptance of defective or nonconforming
supplies. Within ninety (90) days thereafter, the Contractor must submit to the Contracting
Officer a written recommendation as to the corrective action required to remedy the breach.

                (2)     After the notice of breach, but not later than ninety (90) days after receipt
of the Contractor's recommendation for corrective action, the Contracting Officer may, in
writing, direct correction or replacement as set forth in paragraph (c) above, and the Contractor
must, notwithstanding any disagreement regarding the existence of a breach of warranty, comply
with such direction. In the event it is later determined that the Contractor did not breach the
warranty in paragraph (b) above, the total price of this contract will be equitably adjusted.

       (f)     Inability to Correct

                 The Contractor must not be obligated to correct or replace supplies if the
facilities, tooling, drawings, or other equipment or supplies necessary to accomplish such
correction or replacement have been made unavailable to the Contractor by action of the
Government. The Contractor must promptly notify the Contracting Officer in writing of such
nonavailability.

       (g)     Waiver of Implied Warranties

         The warranties expressed herein are in lieu of any implied warranty of
MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.



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                                PART I – SECTION H
                         SPECIAL CONTRACT REQUIREMENTS
        (h)     Exceptions

                The Government's right under this Contract because of latent defects, fraud or
such gross mistakes as amount to fraud are not limited by this clause. Disputes arising under this
clause will be resolved in accordance with the clause of this contract entitled "Disputes."

        (i)     Contractor Responsibility

               The Contractor must not be responsible under this clause for the correction of
defects caused by acts of God (e.g., flood, lightning), damage by accident (not induced by a
defect in the warranted item), sabotage, vandalism, combat or unauthorized maintenance and
other misuse. (Changes in operational conditions, which might affect the reliability of the
warranted items or accurate measurement thereof, must not exempt the Contractor from liability
under this clause.) The warranty also does not cover liability for loss, damage or injury to third
parties or consequential damages.

        (j)     Failure

               A failure, which is caused by any of the following, will not be subject to the
warranty set forth in paragraph (b) above:

                (1)       The use of spare parts or assemblies not procured from the Contractor;

              (2)   Maintenance and upkeep repairs being accomplished other than in
accordance with DOT/FAA Technical Manuals for the supplies;

                (3)       Misuse or mishandling of the supplies or intentional or accidental damage
to the supplies; or,

                (4)       Storage not suitable for electronic supplies.

H.9     SUPPORT CONTRACTORS

        (a)     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.

       (b)     In the event that 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.



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                      PART I – SECTION H
               SPECIAL CONTRACT REQUIREMENTS
H.10 SUBCONTRACTS

       (a) Prior to the placement of subcontracts, the Contractor must ensure that:

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

               (2) Any applicable subcontractor’s "Certificate of Current Cost or Pricing Data"
and subcontractor’s "Representations and Certifications" are current; and

                (3) Any required prior notice and description of each subcontract is given to the
Contracting Officer and any required consent is received. Except as may be expressly set forth
therein, any consent by the Contracting Officer to the placement of subcontracts must not be
construed to constitute approval of the subcontractor or any subcontract terms or conditions,
determination of the allowability of any cost, revision of this contract, or any of the respective
obligations of the parties thereunder, or creation of any subcontractor privity of contract with the
Government. No subcontract shall contain any indemnification of that subcontractor by the
United States directly or indirectly (as pass through liability), nor must claims for such liability
be allowable contract costs unless such liability or costs are approved in writing in advance by
the FAA.

H.11 DEFINITION OF “DAYS”

All references in the Contract to “days” must be interpreted as “calendar” days unless
specifically identified otherwise.

H.12 CDRL SUBMISSIONS

Days listed in the CDRL are calendar days. Regarding all CDRLs, if the delivery date falls on a
Saturday or Holiday, which is on a day other than a Monday, the deliverable must be received by
the FAA on the preceding workday. If the delivery date falls on a Sunday or a Monday holiday,
the deliverable must be received on the following workday.

H.13 PARTS SUBSTITUTION

The contractor shall maintain parts substitution control and shall notify the Government of any
planned parts substitutions due to parts obsolescence, Diminishing Manufacturing Sources and
Material Shortages (DMSMS), or for any other reasons.

Prior to incorporating these parts into any PC-RCU inventory or unit, the contractor shall obtain
Government approval. All substitute parts shall be documented, approved before use, and
identified in accordance with the contractor’s FAA-approved Configuration Management Plan.
In any case, parts substitution shall not degrade the FDIO system




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                                                                     DTFAWA-11-R-00017
                      PART I – SECTION H
               SPECIAL CONTRACT REQUIREMENTS
H.14 GUARANTEED MINIMUM

The Government guarantees the purchase of 630 FDIO PC-RCU units during the entire life of
this contract. The Government is not obligated to order above this amount.

End Section H




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