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The Intranet-posted version of this form is the document of record.

SUBCONTRACT AGREEMENT

TABLE OF CONTENTS

Section – Description Page

Part I – The Schedule..............................................................................................................1

A. Award Form...................................................................................................................1

B. Supplies or Services and Prices/Costs............................................................................3

C. Description/Specifications/Work Statement...................................................................4

D. Packaging and Marking..................................................................................................5

E. Inspection and Acceptance.............................................................................................6

F. Deliveries or Performance..............................................................................................7

G. Subcontract Administration Data...................................................................................8

H. Special Subcontract Requirements.................................................................................9

Part II – Subcontract Clauses................................................................................................10

I. Subcontract Clauses.......................................................................................................10

Part III – List of Documents, Exhibits, and Other Attachments...........................................11

J. List of Attachments........................................................................................................11

Part IV – Representations and Instructions...........................................................................12

K. Representations, Certifications, and Other Statements of Offerors.............................12

L. Instructions, Conditions, and Notices to Offerors........................................................13

M. Evaluation Factors for Award......................................................................................14

Part V –Contractor General Terms and Conditions..............................................................15

N. General Terms and Conditions.....................................................................................15

AECOM Restricted i Subcontract Agreement (F09-PR-007)Effective Date: 02-07-2019


PART I – THE SCHEDULE

A. Award Form

A.1 SUBCONTRACT NUMBER: Use system generated number

A.2 EFFECTIVE DATE: (Includes any time working under a Letter Subcontract)

Month Day, Year

A.3 DEFINITIZATION DATE: (If this was preceded by a Letter Subcontract)

Month Day, Year

A.4 AWARDED BY: AECOM Management Services, Inc.20501 Seneca Meadows ParkwaySuite 300Germantown, MD 20876

A.5 AWARDED TO: ABC Corporation123 MainstreetAnytown, State 12345

A.6 SUBCONTRACT TYPE: Time and Materials, Indefinite Delivery/Indefinite Quantity

A.7 CEILING AMOUNT: $9,999,999.99This is the maximum amount over the life of the Subcontract, including options, if any. It is not a commitment to purchase or to exercise options. Delivery or performance shall be made only as authorized by orders issued hereunder.

A.8 SHORT TITLE: Non-Tactical Radar Engineering Support Services

A.9 PERFORMANCE PERIOD: Month Day, Year – Month Day, Year (including options, if exercised)

A.10 APPLICABLE PRIME CONTRACT: N12345-11-D-0001

A.11 DEFENSE PRIORITY RATING: DO-A7If a rating appears above:“This is a rated order certified for national defense, emergency preparedness, and emergency program use, and the Contractor shall follow all the requirements of the Defense Priorities and Allocation System regulation (15 CFR 700)”.

A.11 SIGNATURE

THIS SUBCONTRACT is made and entered into this Month Day, Year (enter appropriate date) by and between AECOM Management Services, Inc., an AECOM company (sometimes referred to as “AECOM,” “Contractor,” or “Party,”) and ABC Corporation (sometimes referred to as “ABC,” “Subcontractor,” or “Party”).

AECOM Restricted Page 1 Subcontract Agreement (F09-PR-007)Effective Date: 02-07-2019


WHEREAS, the U.S. Government or Prime Contractor awarded contract N12345-11-D-0001 to Contractor to provide the Naval Sea Systems Command Headquarters (sometimes referred to as “Customer”) with Non-tactical Radar Engineering Support Services (“Program”); and

WHEREAS, Contractor desires to employ the Subcontractor to perform certain services under that contract, as set forth more fully within this subcontract; and

WHEREAS, Subcontractor represents that it has the personnel and resources and desires to perform such services; and

WHEREAS, Contractor and Subcontractor desire to define herein their mutual rights and obligations with respect to the performance of the subcontract, consistent with Federal and State laws; and

WHEREAS, Contractor and Subcontractor intend that the terms and conditions of this Subcontract comprise the entire agreement and may not be supplemented or altered by communications external to this Subcontract;

NOW THEREFORE, the parties hereto agree as follows:

Each party acknowledges having read this entire Subcontract agreement and with the full power and authority to execute this Subcontract, agrees to perform in accordance with the terms and conditions contained herein. Subcontractor’s signature, acknowledgement, acceptance of payment, or commencement of performance shall constitute Subcontractor’s acceptance of this Subcontract.

IN WITNESS WHEREOF, the Parties hereto have, through duly authorized representatives, executed this SUBCONTRACT effective as of the date indicated in paragraph A.2 above.

ABC CORPORATION AECOM MANAGEMENT SERVICES, INC.

(Signature) (Signature)Name: John Doe Name: Jane SmithTitle: Subcontract Manager Title: Senior Subcontract AdministratorDate: Date:

Signature and Acknowledgement: This Agreement shall be executed by each party’s physical signature. This signature may be scanned and sent as an electronic image to the other party. The parties agree that an electronic transmittal of a scanned signature page shall not be contested on the basis that the acknowledgement is received only as an electronic image.

By the signature of the authorized Subcontractor’s Representative, the Subcontractor certifies that the representations and certifications made herein by the Subcontractor are accurate and current as of the date of signature and that the Subcontractor will notify the AECOM Subcontracts representative in writing within fifteen (15) days of occurrence of any change to the representations and certifications made herein.

52.209-6 Protecting the Government’s Interest When Subcontracting with Contractors Debarred, Suspended, or Proposed for Debarment. (Applies to FAR based subcontracts equal to or greater than $35,000)Certification. The subcontractor, by signing the subcontract, hereby certifies that it and/or any of its Principals are not presently debarred, suspended, proposed for debarment, or declared ineligible for the award of contracts by any Federal agency.

52.203-11 Certification and Disclosure Regarding Payments to Influence Certain Federal Transactions. (Applies to FAR based subcontracts equal to or greater than $150,000) Certification. The subcontractor, by signing the subcontract, hereby certifies to the best of its knowledge and belief that 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 its behalf in connection with the awarding of this contract.



B. Supplies or Services and Prices/Costs[Section B will often be a direct lift from the prime contract, adjusted for the Subcontractor’s areas of responsibility. However, keep in mind that this schedule should include the lowest level of cost/price that we must track in our Accounting System in order to report out at the Prime Contract level such things as Level of Effort by Contract Labor Category, Costs by CLIN, Costs by ACRN, travel, materials, etc.]

B.1 LINE ITEM SCHEDULE

Line Item Qty U/M Description Project Number

Unit Cost/ Price

Extended Amount

001 99,999 HR Engineering Services per Section C, Task #1

AA999-99999999-9999999999

99.99 9,999,999.99



C. Description/Specifications/Work Statement[This is often a direct lift from the Prime Contract. However, make it clear which portions of Section C apply to the Subcontractor. Be sure to flow down this section of the Prime Contract as needed to ensure our prime obligations are met.]



D. Packaging and Marking[Be sure to flow down this section of the Prime Contract as needed to ensure our prime obligations are met.]



E. Inspection and Acceptance[Be sure to flow down this section of the Prime Contract as needed to ensure our prime obligations are met.]



F. Deliveries or Performance[Be sure to flow down this section of the Prime Contract as needed to ensure our prime obligations are met.]

Examples:

F.1 PERIOD OF PERFORMANCEa. The period of performance of this subcontract is from Month day, Year to Month Day,

Year. Execution of options is at the discretion of contractor. Contractor shall make this decision in good faith based on evaluation of subcontractor performance, continuation of small business and socio economic status, cost control, compliance with Government contract rules and regulations and ethical considerations, OCI and change in scope to contract work.

[When establishing the Subcontractor’s delivery dates(s), the Subcontract Administrator should consider any lead time that we, as Contractor, will need to perform quality assurance, test, evaluation or integration to ensure that we meet the delivery schedule in the Prime Contract.]

F.2 PLACES OF PERFORMANCE

[If Subcontract is covered by wage determination(s), be sure to include the wage determination(s) in Section J that correspond to these places of performance]



G. Subcontract Administration Data[Be sure to flow down this section of the Prime Contract as needed to ensure our prime obligations are met. In particular, make sure the Subcontractor is required to break down its invoiced costs (e.g., by CLIN, ACRN, Contract Labor Category) in sufficient detail that we can prepare a proper prime contract invoice. Do not flow down items that are inapplicable to the Subcontractor; e.g., Government Paying Offices, Government Contracts and Technical Points of Contact.]



H. Special Subcontract Requirements[Be sure to flow down this section of the Prime Contract as needed to ensure our prime obligations are met.]



PART II – SUBCONTRACT CLAUSES

I. Subcontract ClausesFor purposes of this subcontract, with respect to the FAR clauses and any supplemental clauses set forth in this section I, the terms “Government” and “Contracting Officer” shall be construed to mean “AECOM” and “AECOM’s Authorized Representative” respectively; the terms “Contractor” and “Contract” shall be construed to mean “Subcontractor” and “Subcontract” respectively, except for any FAR or supplemental clauses flowed down with respect to audit rights where the original FAR or supplemental definitions for these terms shall hold instead.

[Be sure to flow down this section of the Prime Contract as needed to ensure our prime obligations are met. Examine the applicable prime contract carefully to make sure other clauses are not required/appropriate.

Make sure any clause “fill ins” are appropriately flowed down.

Pay special attention to any payment terms as AECOM Terms are 45 days. See Clause N.21.



PART III – LIST OF DOCUMENTS, EXHIBITS, AND OTHER ATTACHMENTS

J. List of Attachments[Be sure to flow down this section of the Prime Contract as needed to ensure our prime obligations are met.]

Examples:Attachment A, Sample Invoice FormatAttachment B, Service Contract Act Wage DeterminationAttachment C, DoD Contract Security Classification Specification, DD-254Attachment D, Contract Data Requirements Listing

Additional Examples for Complex Services:

Attachment E, Special Conditions for SubcontractAttachment F, Schedule of ValuesAttachment G, Subcontract Site RequirementsAttachment H, Subcontractor Safety and Health Requirements;Attachment I, Scope of Work, Revision [ X ]Attachment J, Technical Documents Register, Revision [ X ] Attachment K, Project Schedule and or Key Execution MilestonesAttachment L, Supplier Document Submittal Requirements Attachment M, Lower Tier Subcontractor PlanAttachment N, Materials PlanAttachment O, Non-Disclosure AgreementAttachment P, Project Control Requirements Attachment Q, Engineering Change Instruction (ECI)Attachment R, Request for Information (RFI)Attachment S, Backcharge Notification Attachment T, Non-Conformance Program (NCR)Attachment U, Performance BondAttachment V, Payment BondAttachment W, Application for Payment FormAttachment X, Partial Release and Waiver and Subcontractor’s AffidavitAttachment Y, Final Release and Waiver and Subcontractor’s Affidavit



PART IV – REPRESENTATIONS AND INSTRUCTIONS

K. Representations, Certifications, and Other Statements of Offerors[Be sure to flow down Section K of the Prime Contract as needed to ensure our prime obligations are met. Make sure that the subcontractor has completed the appropriate Representations and Certifications prior to award (F09-PR-013 or F09-PR-046)



L. Instructions, Conditions, and Notices to Offerors[Be sure to flow down this section of the Prime Contract as needed to ensure our prime obligations are met. If this Section will be provided to potential subcontractors in conjunction with the preparation of the Prime Contract proposal, consider including verbatim lifts of those parts that would require data from the Subcontractor (e.g., key personnel resumes) or would otherwise be relevant to the Subcontractor (e.g., instructions related to oral presentations in which the Subcontractor will be invited to participate.]



M. Evaluation Factors for Award[Complete this section only if this document is being used to solicit competitive Subcontractor proposals. Otherwise, mark it as “Reserved.”]



PART V –CONTRACTOR GENERAL TERMS AND CONDITIONS

N. General Terms and ConditionsN.1 DEFINITIONS

This Subcontract is in support of the Contract identified on the Award Form of this Subcontract, if any. This Subcontract incorporates much of the Contract language, modified as necessary to reflect the contractual Parties. Unless expressly stated otherwise within this Subcontract, the following definitions apply:

“Government,” “Contracting Officer,” “Procuring Contracting Officer,” “Administrative Contracting Officer,” “Agency Head”, “Contractor” and similar phrases shall mean “AECOM”, “Contract Administrator,” “Subcontract Administrator,” or “Buyer.”

“Seller,” “Bidder” or “Offeror” shall mean “Subcontractor.” “Contract” shall mean “This subcontract.” “Subcontractor” includes all lower tier subcontracts and orders issued by the

subcontractor (if any) “Facility” means the facility located or to be located by Owner on the Facility Site. “Facility Site” means all those parcels of land, on which the Project is or is to be located

and for purposes of this Subcontract only those parcels of land which are occupied or used by Subcontractor in the performance of the Work.

“Owner” means the ultimate Owner of the project identified as such in the Subcontract Agreement and any of its contractors, affiliates, or vendors of any tier.

“Party” or “Parties” means Contractor and/or Subcontractor. “Prime Contract” means the contract between Owner and Contractor for the Project. “Project” means Owner’s project as described in the Subcontract. “Project Schedule” means Contractor’s overall schedule for its work on the Project under

the Prime Contract. “Special Conditions” means the conditions, if any, identified as such in the Subcontract. “Subcontract” means the document entitled Subcontract Order issued by Contractor to

Subcontractor in connection with the Project, all Subcontract Documents set forth therein, and all written amendments, change orders, modifications and supplements thereto, if any.

“Subcontract Documents” means the documents identified as subcontract documents in the Subcontract Agreement.

“Subcontract Order” shall mean the document entitled Subcontract Order and executed by Contractor and Subcontractor.

“Subcontract Price” shall mean the price to be paid by Contractor to Subcontractor for the Work as provided for in the Subcontract.

“Subcontractor” means the individual or entity identified as such in the Subcontract. “Work” shall mean all of the labor, services, equipment, materials, supplies,

documentation and other items which are to be provided by Subcontractor under the Subcontract.

N.2 ORDER OF PRECEDENCE

In the event of an inconsistency in this Subcontract, the inconsistency shall be resolved by giving precedence in the following order:



(a) PART III – Section J – Special Conditions attached thereto(b) Part V –Contractor Standard Terms and Conditions(c) Part I – The Schedule (excluding Section C)(d) Part II – Subcontract Clauses(e) Part I – The Schedule, Section C(f) Other provisions of the Subcontract, whether incorporated by reference or otherwise

N.3 ITEMS BY REFERENCE

All specifications, attachments, drawings, Federal Acquisition Regulations and supplement clauses or provisions, or other documents, which are referenced in this Subcontract but are not attached hereto, are hereby incorporated by reference. Items incorporated by reference have the same force and effect as if they were given in full text.

N.4 TITLES AND CAPTIONS

Titles and captions used in this Subcontract are for convenience of reference only and shall not be construed as limiting or extending the language of the provisions to which such captions may refer.

N.5 ENTIRE AGREEMENT

This Subcontract constitutes the entire agreement between Contractor and Subcontractor. All pre-award communication, whether written or verbal, between the parties with reference to the subject matter of this Subcontract is hereby canceled and superseded.

N.6 SUBCONTRACT

(a) The Subcontract Documents are intended to be read as a whole, and any Work required by one part and not mentioned in another shall be executed to the same extent and purpose as though required by all. The misplacement, addition, or omission of a word or character shall not change the intent of any part from that set forth by the Subcontract as a whole. Should a question or doubt arise as to the intent and meaning of any part of the Subcontract, Subcontractor shall immediately notify Contractor in writing before the part of the Work affected is performed. Contractor’s determination of intent and meaning of such part shall be final, subject to dispute resolution under Clause N.17.

(b) In the various parts of the Subcontract where reference is made to applicable codes and standards, the Work shall, except as otherwise specified, conform to the latest issue of the referenced code or standard available at the time the Work is performed. Upon any point of conflict between codes and standards applicable to the Work, Contractor shall be notified, but the code or standard imposing the more or most stringent requirement as the case may be shall govern, unless otherwise stipulated by Contractor in writing.

(c) Where specific governing standards are not specified in connection with the Work, the highest applicable industry codes and standards shall govern.



N.7 INDEPENDENT CONTRACTORS

(a) Subcontractor and Contractor agree that in all matters arising under or relating to this Subcontract, each shall be acting as an independent contractor and the employees of one shall not be deemed to be employees of the other. Accordingly, nothing in this Subcontract shall render any employee of the Subcontractor an employee, agent or partner of Contractor and no employee of the Subcontractor shall hold themselves out as such. Contractor shall not be liable for any of the acts or omissions of the Subcontractor and/or its employees. Further, as between Contractor and the Subcontractor, the Subcontractor shall be solely responsible for the payment of compensation of its employees and for any worker’s compensation, disability benefits, unemployment insurance, withholding or employment-related taxes for its employees.

(b) This Subcontract applies only to the effort described herein and to no other effort undertaken by the Contractor or Subcontractor, either jointly or separately. The Subcontractor shall assume and pay all liabilities and perform all obligations imposed with respect to the performance of this Subcontract.

(c) Subcontractor shall have no right, power, or authority to create any obligation, express or implied, on behalf of Contractor or its customers and shall have no authority to represent Contractor as an agent. This Subcontract is not intended to constitute, create, give effect to or otherwise recognize a joint venture, agency, partnership, or formal business organization of any kind, other than a contractor/subcontractor arrangement, and the rights and obligations of the Parties shall only be those expressly set forth herein.

(d) Nothing herein shall be construed as providing for the sharing of profits, losses, or liabilities arising out of the efforts of any of the Parties.

N.8 SUBCONTRACT ADMINISTRATION

(a) Contractor may establish and implement a program to monitor the performance and quality of the Work. Subcontractor shall provide Contractor’s inspectors and supervisory personnel access to all Work wherever it is in preparation or progress. Notwithstanding any monitoring program implemented by Contractor with respect to the Work, Contractor shall have no obligation to supervise or inspect Subcontractor’s Work, and any inspection by Contractor with respect to the Work shall not relieve Subcontractor of its obligations under this Subcontract.

(b) Contractor may expedite Subcontractor and Lower Tier Subcontractors in the performance of the Work and Subcontractor shall provide Contractor with all information reasonably requested by Contractor to enable it to do so. Any expediting efforts by Contractor will not relieve or lessen Subcontractor's responsibility for its failure to meet its obligations under the Subcontract.

(c) During the performance of the Work, Contractor may disapprove or reject Work where, in its opinion, such Work does not conform to the requirements of the Subcontract.

(d) Contractor may schedule and conduct job meetings to be attended by persons designated by Contractor, including Subcontractor and its Lower Tier Subcontractor(s) for the Project, to



discuss matters related to the Work and Project, including but not limited to procedures, progress, problems, scheduling, safety and coordination.

(e) Contractor and/or the Owner may implement from time to time safety, health and drug free programs (and amendments thereto) of general applicability to the Facility Site. Contractor’s personnel, Subcontractor’s personnel, and all Lower Tier Subcontractor personnel shall all fully comply with any such programs. Contractor will keep copies of any such programs at the Facility Site and they will be available during normal business hours for Subcontractor to inspect and/or copy.

N.9 COMMUNICATIONS

(a) All communication relating to this Subcontract shall be directed only to the specific persons in paragraphs (c) and (d) below. A Party may change these appointments during the period of this Subcontract by providing written notice to the other Party of such change. Communications that are not properly directed to the persons designated to represent Contractor and Subcontractor shall not be binding upon Contractor or Subcontractor.

(b) Contractor assigns the individual in paragraph (c) below as the Project Manager for this Subcontract. The Contractor Project Manager has the authority to provide technical direction to the Subcontractor and to determine the acceptability of Subcontractor's progress and technical performance within the terms of the Subcontract, but does not have the authority to change the Subcontract. Contractor assigns the individual in paragraph (d) below as the Subcontract Administrator for this Subcontract. The Contractor’s Subcontract Administrator is the only person authorized by Contractor to direct changes to the Subcontract. The Subcontractor shall direct all contractual correspondence such as matters relating to price, terms and conditions, quantities, and schedule to Contractor’s Subcontract Administrator.

(c) All technical notices shall be addressed to:

AECOM Management Services, Inc.20501 Seneca Meadows Parkway, Suite 300Germantown, MD 20876Mrs. Debbie ReynoldsTitle: Project ManagerPhone: 999.999.9999Email: [email protected]: 999.999.9999

ABC Corporation123 MainstreetAnytown, State 12345Mr. Danny KayePhone: 999.999.9999Email: [email protected]: 999.999.9999

(d) All contractual/ administrative notices shall be addressed to:


mailto:[email protected]


AECOM Management Services, Inc.20501 Seneca Meadows Parkway, Suite 300Germantown, MD 20876Mrs. Jane SmithTitle: Subcontract AdministratorPhone: 999.999.9999Email: [email protected]: 999.999.9999

ABC Corporation123 MainstreetAnytown, State 12345Mr. John DoePhone: 999.999.9999Email: [email protected]: 999.999.9999

N.10 WRITTEN MODIFICATIONS

No modification of this Subcontract shall be binding upon Contractor or Subcontractor, unless in writing and signed by both Parties or, in the case of unilateral modifications, by the Contractor only. Examples of unilateral modifications include modifications invoking the Changes clause, providing incremental funding, making administrative changes, or exercising options.

N.11 SUBCONTRACTOR DUTIES/OBLIGATIONS

Subcontractor shall provide the necessary personnel, labor, services, facilities, equipment, supplies, documentation, materials, and other such items necessary or appropriate to perform and complete the Work in conformity with and as reasonably inferred from the Subcontract Documents, notwithstanding the fact that each such necessary or appropriate item may not be expressly specified therein. Notwithstanding the right of Contractor to review Subcontractor's effort and progress, it is expressly understood that Subcontractor is completely responsible for compliance with the terms, conditions, and clauses of this Subcontract and any reviews or approvals given by Contractor do not relieve Subcontractor of this responsibility. The failure of Contractor to insist on strict performance of any of the terms and conditions in this Subcontract, or to exercise any of its rights or remedies, shall not be construed as a waiver of its rights to assert any of the same or to rely on any such terms or conditions thereafter.

N.12 SUBCONTRACTS, LOWER TIER

(a) The Subcontractor shall notify Contractor in writing of the names of Lower Tier Subcontractors proposed for any of the Work and shall not further subcontract or delegate its obligations under this subcontract without the prior written consent of Contractor. Subcontractor shall not subcontract the Work as a whole. The Subcontractor is required to flow down to its lower-tiered manufacturers, subcontractors, and vendors; the Prime Contract Flow downs contained in this agreement, which are identified or incorporated by reference. By executing this agreement, the Subcontractor confirms and acknowledges that lower-tiered agreements will include the Prime Flow Down clauses contained in this agreement.





(b) Neither the Subcontract nor any subcontract with a Lower Tier Subcontractor shall create any contractual relationship between any Lower Tier Subcontractor and either Owner or Contractor, nor any payment or other obligation on the part of either Owner or Contractor to any Lower Tier Subcontractor.

(c) Notwithstanding the existence of any subcontract with a Lower Tier Subcontractor, Subcontractor shall be fully responsible to Contractor for the performance of the Work as if no such subcontract exists.

N.13 APPLICABLE LAW

(a) Subcontractor, all Lower Tier Subcontractors, and all Work provided hereunder shall comply with all laws, treaties, ordinances, judgments, decrees, injunctions, writs and orders of any court or governmental agency or authority, and rules, regulations, codes, orders, interpretations of any federal, state, county, municipal, regional, environmental or other governmental body, instrumentality, agency, authority, court or other body having jurisdiction over the Project or any activity conducted at or in connection with the Project (“Applicable Law”).

(b) Subcontractor shall indemnify, defend, and hold harmless Owner, Contractor, and their respective directors, officers, employees, parents and subsidiaries of any tier, representatives, agents, successors and assigns, and any and all representatives, agents, directors, officers, employees of any of the foregoing, (the “Indemnified Parties”), against and from any and all losses, costs, damages, injuries, liabilities, claims, demands, penalties, interest and causes of action, including without limitation administrative and legal costs, reasonable attorney’s fees (collectively, “Damages”), arising from or based on any actual or asserted violation of Applicable Law by Subcontractor or any of its Lower Tier Subcontractors or vendors, subject to Applicable Law.

(c) Subcontractor shall not under any circumstance apply to or enter into negotiations with any governmental authority or agency for acceptance of variations from or revisions to safety or health, or air, water or noise pollution, laws or regulations relating to the Subcontract or the performance thereof, without Contractor’s prior written approval.

N.14 GOVERNING LAW

This Subcontract shall be governed by, enforced and interpreted according to the Federal common law, statutes, and regulations applicable to interpreting Federal Government Contracts (“Federal Government Contract Law”). To the extent that Federal Government Contract Law does not resolve a particular issue, the laws of the State of Maryland shall apply. Any litigation initiated by and between the Parties arising out of or relating to this Subcontract shall be conducted in the federal or state court of jurisdiction in the State whose laws govern this Subcontract and Contractor and Subcontractor each consents to the jurisdiction of such court. In the event a dispute arises between the Contractor and Owner in connection with the Work or Subcontract, Contractor shall have the right to implead Subcontractor into the dispute resolution proceeding and Subcontractor hereby agrees to any such impleader.



N.15 COST ACCOUNTING STANDARDS

Cost Accounting Standards are ☐ are not ☐ applicable to this Subcontract. If not, the following exception to CAS applies: [to be completed at time of subcontract award]

N.16 CHANGES

(a) Contractor has the right by written order to Subcontractor to add to, deduct from or otherwise change the Work. If any such Contractor directed change in the Work affects the Subcontract Price, Work Schedule or any other provision of the Subcontract, or Subcontractor becomes aware of any circumstance which Subcontractor believes necessitates a change in the Subcontract Price, Work Schedule or any other provision of the Subcontract, Subcontractor shall, within seven (7) days of receipt of such written order or becoming aware of such circumstance, submit a written request to Contractor for an adjustment to the Subcontract Price, Work Schedule or other provision of the Subcontract Subcontractor believes is affected thereby. Subcontractor’s written request shall include documentation sufficient to enable Contractor to determine the factors necessitating the adjustment(s) being requested. If Subcontractor fails to provide such written request to Contractor within such seven (7) day period (or fails within such period to provide Contractor with a detailed statement of the reasons it is unable to do so and, as soon as it is able to do so, provides such request), Subcontractor shall be deemed to have waived any claim for an adjustment of the applicable Subcontract Price, Work Schedule or other provision of the Subcontract.

(b) Following receipt of timely written documentation from Subcontractor, Contractor shall, (i) provided an adjustment is warranted, issue a written amendment to Subcontractor either adjusting the Subcontract Price, Work Schedule or other provision of the Subcontract as requested by Subcontractor, or (ii) in the event Contractor disagrees with Subcontractor’s statement as to the effect of a Contractor directed or other change to the Work, adjusting the Subcontract Price, Work Schedule or other provision of the Subcontract if and as it deems appropriate. Subcontractor shall thereafter perform its Work in accordance with such written amendment, subject to dispute resolution under Clause N.17. Subcontractor shall have no right to suspend or delay its performance of Work while Contractor is reviewing Subcontractor’s change request or if it disagrees with the written amendment issued to it by Contractor.

(c) Notwithstanding the above clauses, the Subcontractor’s attention is directed to any Changes clause(s) that may be flowed down to this Subcontract. If there is any conflict between the clauses contained herein and the flowdown, the flowdown will take precedent with the following adjustment: The 30-day period referenced in any such clause is hereby changed to 20 days so that Contractor may meet its Prime Contract obligation. The Disputes clause referenced shall be the Disputes clause in Section N.17.

(d) Only the Contractor Subcontract Administrator has authority to change this Subcontract. The Subcontractor shall promptly notify the Contractor Subcontract Administrator in writing of any changes being attempted by other individuals, whether employed by Contractor, Contractor’s customer, or other entities.



N.17 DISPUTES

(a) Contractor and Subcontractor agree that time is of the essence with respect to this Subcontract; consequently, the Parties hereto agree to exercise their best efforts to settle or resolve all disagreements, questions, claims, controversies, or disputes arising hereunder promptly and at the lowest level possible. If the Parties hereto should reach an impasse on an issue that is not resolved within 15 calendar days thereafter, the issue shall be referred immediately to the senior representatives of the Contractor and Subcontractor for decision.

(b) In the event the senior representatives are unable to reach a decision within 15 days, any suit, action or proceeding seeking to enforce any provision of, or based on any matter arising out of or in connection with, this Agreement shall be brought in the United States District Court for the District of Maryland (or, if subject matter jurisdiction is unavailable, in the state courts of the State of Maryland), and each of the parties hereto hereby consents to the exclusive jurisdiction of such courts (and of the appropriate appellate courts) in any such suit, action or proceeding and waives any objection to venue laid therein. Process in any such suit, action or proceeding may be served on Subcontractor anywhere in the world, whether within or without the State of Maryland. Without limiting the foregoing, Subcontractor agrees that service of process upon Subcontractor at the address referred to in the Subcontract Agreement, together with written notice of such service to Subcontractor, shall be deemed effective service of process upon Subcontractor. THE PARTIES HEREBY WAIVE ANY RIGHT TO TRIAL BY JURY IN ANY PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT, WHETHER NOW EXISTING OR HEREAFTER ARISING, AND WHETHER SOUNDING IN CONTRACT, TORT OR OTHERWISE. THE PARTIES AGREE THAT ANY OF THEM MAY FILE A COPY OF THIS PARAGRAPH WITH ANY COURT AS WRITTN EVIDENCE OF THE KNOWING, VOLUNTARY AND BARGAINED-FOR AGREEMENT BETWEEN THE PARTIES IRREVOCABLY TO WAIVE TRIAL BY JURY AND THAT ANY PROCEEDING WHATSOEVER BETWEEN THEM RELATING TO THIS AGREEMENT SHALL INSTEAD BE TRIED IN A COURT OF COMPETENT JURISDICTION BY A JUDGE SITTING WITHOUT A JURY.

(c) Pending settlement or final decision of any such dispute, Subcontractor shall proceed diligently with the performance of this Subcontract in accordance with the direction of Contractor and shall not be entitled to suspend or otherwise delay its performance of the Work.

(d) If the Subcontract is a first tier subcontract issued under a Government prime contract, Contractor may consider requests from the Subcontractor to appeal in Contractor’s name any final determination of the Government Contracting Officer which affects the Subcontractor only; provided, however, that the Subcontractor shall itself prosecute such appeal and pay any and all costs to Contractor (including reasonable attorney’s fees) in connection with or resulting from such appeal. Contractor, in its sole and absolute discretion, shall determine whether or not to grant such Subcontractor requests. The decision rendered in any such appeal shall be final and binding on the Subcontractor. In the event the Subcontractor elects to appeal under this provision, the decision of the court or board is binding on the Subcontractor and the remedies are exclusive.



(e) Notwithstanding any other provision of this Clause N.17, in the event: a) Owner and Contractor become involved in any arbitration, mediation, litigation or other proceedings, and b) Contractor determines that it would be appropriate that disputes under this Subcontract be resolved in such dispute proceeding due to the existence of common issues of fact or law, Subcontractor shall consent to joinder to, and a consolidated resolution of issues in, that proceeding. Subcontractor hereby consents to such joinder and irrevocably waives any objection which it may now or hereafter have to the bringing of any such action or proceeding in such jurisdiction, including any objection to the laying of venue based on the grounds of forum non conveniens and any objection based on the grounds of lack of in personam jurisdiction.

(f) In the event Subcontractor submits or pursues a poorly substantiated or frivolous change order or claim against Contractor or Owner or their respective other contractors, Contractor shall be entitled to back-charge Subcontractor for all cost and expense (including but not limited to attorney’s fees) incurred by Contractor and/or Owner because of such change order or claim. In the event Subcontractor should submits and/or pursues any such change order or claim against Contractor, Subcontractor shall pay to Contractor any and all costs and expenses (including but not limited to attorney’s fees) incurred in investigating and/or defending against and/or resolving such claim or change order, within thirty (30) days after Contractor’s submission of its invoice (which may be interim or total) to Subcontractor therefor.

(g) Any prime contract Disputes clause (e.g., FAR 52.233-1) that may be flowed down to this Subcontract is for informational purposes only as this clause (N.17) applies. This clause (Clause N.17) will govern disputes between Contractor and Subcontractor, not the prime contract Disputes clause.

N.18 DAMAGES

Notwithstanding anything else in this Agreement, in no event shall Owner, Contractor, or any of their respective parents, affiliates, subsidiaries, representatives or any directors, officers, or employees of any of the foregoing be liable to Subcontractor or any of its Lower Tier Subcontractors, whether based on delay, contract, tort, negligence, warranty, indemnity, strict liability, error or omission or otherwise, for any consequential, special, incidental, indirect, exemplary, multiple or punitive damages (including but not limited to loss of profit or loss of business opportunity) arising from or in connection with loss of use or loss of revenue or profit, actual or anticipated or otherwise, and Subcontractor shall release, indemnify, and hold harmless Owner, Contractor and each of their respective parents, affiliates, subsidiaries, representatives or any directors, officers and employees from any such liability.

N.19 NOTICE OF LITIGATION, CLAIMS, AND LISTINGS

(a) Subcontractor shall give Contractor immediate notice in writing regarding the following:

(1) Any action, including any proceedings before a Federal, State or local governmental or civilian agency, filed against Subcontractor arising out of or relating to the performance of this Subcontract; or

(2) Any claim by a third party against Subcontractor, the cost and expense of which is or may be payable under this Subcontract



(b) In the event of the occurrence of either of the above, Subcontractor shall immediately furnish to Contractor copies of all pertinent papers and documents received by Subcontractor with respect to such action or claim.

(c) In those cases in which the Subcontractor’s liability may result in liability to the Contractor, the Contractor shall have the right to participate in the litigation or claim as authorized by the cognizant forum and as necessary to protect its interests.

(d) If as a result of any decision or judgment of any Government agency or court which is binding upon or otherwise affects the Contractor, Contractor is unable to obtain reimbursement or payment from the Government under the Prime Contract for, or is required to refund, pay or credit to the Government, any amount with respect to any item of cost or fee for which Contractor has reimbursed Subcontractor, Subcontractor shall, on demand, promptly repay any such amount to Contractor.

N.20 INVOICES

(a) Each invoice must have a unique invoice number that does not duplicate any other invoice number that Contractor may receive from the Subcontractor. Contractor will only make payment(s) based on an original invoice. A W-9 form is required with the first invoice submitted for each subcontract. The Contractor reserves the right to request further invoice documentation as required to support government requests or audit requirements.

(b) The Contractor’s Order Number must appear on the invoice. The Order Number appears on the cover/award page of the Subcontract or Subcontract Order, as appropriate.

(c) The preferred and most expeditious method for submission of invoices is Subcontractor email submission to :

One Copy to each of the following:AECOM Accounts Payable: [email protected] Subcontract Administrator: (Insert SA email address)AECOM Project Manager: (Insert PM email address)

If necessary the invoice can be mailed to:Attention: Accounts PayableAECOM Management Services, Inc.20501 Seneca Meadows Parkway, Suite 300Germantown, MD 20876

With a copy of the invoice mailed to: (insert correct SA and mailing address)Attention: Mrs. Jane Smith - Subcontract AdministratorAECOM Management Services, Inc.20501 Seneca Meadows Parkway, Suite 300Germantown MD 20876

(d) The Subcontractor shall resolve any billing discrepancies on the invoice subsequent to discovery of the error. Adjustments shall appear in a separate clearly labeled row on the adjusting invoice.




(e) The Subcontractor shall not allow a lapse of more than 90 calendar days between incurrence of a cost and receipt of an invoice by Contractor for that cost (“over-aged cost”). For this clause, a cost is “incurred” on the date that it is entered, or should have been entered, in the Subcontractor’s accounting records. Breach of this requirement permits the Contractor at its sole discretion to disallow over-aged direct or indirect costs.

(f) Any invoice deviating from the requirements of this Clause N.20 will be returned to Subcontractor for correction and/or submission of acceptable supporting documentation.

(g) In general, Subcontractors shall invoice in the same detail as contained in the bid schedule of the respective Subcontract/Order. For example, if a Subcontract/Order requires delivery of hours by certain labor categories, Subcontractor must invoice by those same categories. This will be true on all time-and-material subcontracts/orders. On its invoices, Subcontractor shall certify that the employees that Subcontractor or its lower-tier subcontractors provide to perform work on contracts that have labor category qualification requirements (e.g., education and experience), meet (or exceed) those stated labor category qualification requirements. In the event that the Subcontractor or its lower-tier subcontractors provide any personnel that do not meet the stated labor category qualification requirements, Subcontractor shall bear full responsibility for any and all financial adjustments, penalties and/or settlements related to such non-compliance. Subcontractor shall indemnify and hold harmless the Contractor for any loss, liability, damages, costs or expenses (including without limitation reasonable legal fees) caused by, arising out of or associated with Subcontractor or lower-tier subcontractors providing personnel to perform work on contracts that do not meet stated labor category qualification requirements. Subcontractor may leave detailed costs blank where necessary to protect proprietary cost data. Fully loaded costs by labor category shall not be considered detailed costs and must be disclosed at contractor’s request.

(h) An attachment listed in Section J provides the preferred invoice format. This format may not be compatible with Subcontractor’s existing billing system, in which case Contractor will accommodate variations that provide essentially the same information.

N.21 PAYMENT

(a) Contractor shall mail/transmit payment within 45 days of receipt of a proper, complete, and fully substantiated invoice. Contractor reserves the right to withhold payments, for example, pending receipt of progress reports, deliverables, or in situations involving SH&E compliance to account for priority materials, to adequately support customer line items, SCA compliance, or other similar compliance issues.

(b) Contractor may withhold the whole or any part of any payment to Subcontractor to such extent as may be necessary to protect Contractor from loss as a result of:

(1) Contractor’s contract price or fee is reduced;

(2) Contractor’s costs are determined to be unallowable;

(3) any fines, penalties, withholdings, or interest are assessed on the Contractor as a result of any violation of the Subcontract, applicable laws, orders, rules, regulations, or ordinances by the Subcontractor, its officers, employees, agents, suppliers, or subcontractors at any tier;



Contractor may make a reduction of corresponding amounts (in whole or in part) in the price of this Subcontract or any other contract with Subcontractor, and/or may demand payment (in whole or in part) of the corresponding amounts. Subcontractor shall promptly pay amounts so demanded.

(4) incomplete, defective, or damaged Work not remedied;

(5) claims filed or reasonable evidence indicating probably filing of claims, including lien claims, involving or arising out of Subcontractor’s Work;

(6) damage to Contractor’s, Owner’s, or their respective other contractor’s work;

(7) failure of the Subcontractor to make payments when due to Lower Tier Subcontractors;

(8) failure of the Subcontractor to perform or comply with any of its obligations under the Subcontract Documents; or

(9) expenses arising from frivolous claims against Contractor.

(c) Terms of payment contained in the Subcontract shall take precedence over terms of payment shown on Subcontractor’s invoices or elsewhere.

(d) No payment shall constitute a waiver of any claims Contractor may have against Subcontractor.

(e) All payments are provisional and any overpayment by Contractor to Subcontractor shall be deemed to be a mistake of fact and promptly repaid to Contractor upon demand.

(f) Unless otherwise specified, the Subcontract prices include all applicable federal, state, and local taxes, duties, tariffs, and similar fees imposed by any government including foreign governments. In the event that Contractor should pay or be required to pay any of the foregoing items or any portion thereof, Subcontractor shall reimburse Contractor therefor in full within thirty (30) days of receipt of written demand from Contractor for any such reimbursement.

(g) Applicable freight charges and sales and use taxes shall be shown separately on the invoices. Freight charges shall be supported by copy of the paid freight bill.

N.22 AUDIT

(a) Subcontractor shall maintain true and correct records of all reimbursable costs (in accordance with generally accepted accounting principles applied on a consistent basis) pertaining to Subcontractor’s Work under this Subcontract and all transactions related thereto, and shall retain all such records for a period of ten (10) years from the date of their preparation, or such longer period as may be required by law. Contractor may from time to time make an audit of all records of Subcontractor in connection with the Work rendered under this Subcontract. Contractor shall be permitted to make such audits for a period of ten (10) years from the date of the preparation of the applicable records, or such longer period as may be required by law. As to all work which Subcontractor may perform on a reimbursable basis, Contractor will have the right at reasonable times and places, to inspect, and copy any of Subcontractor’s books, accounts, time cards, records of transactions, estimates, schedules, correspondence or any other records or documents



which may have possible bearing on the performance of such Work. Subcontractor shall assist Contractor in making the above audits. In the event an audit by Contractor results in disallowance of costs, any overpayment that has been made to Subcontractor will be immediately reimbursed by Subcontractor to Contractor.

(b) In the event any Audit clause (e.g., FAR 52.215-2) is flowed down to this Subcontract, and there is a conflict between this clause and the flow down, the more stringent of the clauses shall take precedence.

N.23 EXPENDITURE NOTIFICATION

For work performed on a time and material, labor hour, unit rate, or cost reimbursable basis:

(a) Subcontractor shall notify Contractor’s authorized representative in writing thirty (30) calendar days in advance of the point when billable charges, when added to all previously billed charges will exceed eighty percent (80%) of the estimated value of the Subcontract, or if applicable, 80% of an individual task order value. Upon expending eighty percent (80%) of the Subcontract or individual task order value, Subcontractor shall provide the Contractor’s authorized representative with weekly written summaries of billable charges, inclusive of previously billed charges.

(b) The Contractor is not obligated to reimburse the Subcontractor for billable charges in excess of the estimated Subcontract value or individual task order value. Unless Contractor issues a change order authorizing further funds, the Subcontractor is not obligated to continue performance under this Subcontract once billable charges reach one hundred percent (100%) of the estimated value of the Subcontract or individual task order.

In the event that a Prime Contract ‘Limitation of Funds’ flow down is invoked (FAR 52.232-20), and the percentages and/or the time reporting requirements differ from those in this clause, the flow down requirements take precedence.

N.24 INSURANCE

(a) If Subcontractor will perform work at the Contractor site/facility or at the Contractor’s customer site/facility, Subcontractor shall carry insurance of the type and in the minimum amounts set forth in the Insurance Clause of the flow downs of this Subcontract Agreement or as stated below, whichever is greater. Subcontractor shall provide Contractor with insurance certificate(s) evidencing the required insurance coverage prior to commencing work. The Subcontractor shall provide written notice to Contractor prior to any change or cancellation of the insurance policy(ies).

(b) In the event Subcontractor furnishes services, Subcontractor shall obtain and maintain during the performance of any services the insurance below with insurance companies with at least a Best’s “A” rating. Subcontractor shall furnish a copy of the certificate(s) evidencing such insurance prior to commencing performance of the services.

(1) Worker’s Compensations Insurance and Employer’s Liability Insurance (including occupational disease) to cover statutory benefits and limits of the Worker’s



Compensation laws of any applicable jurisdiction in which the services are to be performed and Employers’ Liability Insurance with limits of $500,000 for trauma per accident; $500,000 for disease per person and $500,000 for disease, policy limit.

(2) Commercial General Liability Insurance written on the latest ISO occurrence form and including coverage for Contractual Liability and Products and Completed Operations (to remain in force for two (2) years following acceptance of the work). The insurance required by this clause (b) shall have the following limits of liability: Third Party Bodily Injury and Property Damage Liability: $1,000,000 combined single limit per occurrence and $2,000,000 combined single limit general aggregate.

(3) Business Automobile Liability insurance covering all owned, leased and non-owned vehicles used in connection with the services, with not less than $1,000,000 combined single limit per occurrence for bodily injury and property damage.

(4) If professional services are involved, Professional Liability with not less than $1,000,000 per occurrence with a 24 month discovery period after completion of the performance under the Agreement.

(5) The following endorsements shall be included in the above insurance coverages:(a) Thirty (30) days advance written notice in the event of cancellation, non-renewal

or material change of any policy. Language referring to “endeavor to” and “but failure to mail such notice shall impose no obligation or liability of any kind upon the company, its agents or representatives” shall be stricken from the certificate of insurance.

(b) Contractor and Owner named as additional insureds (except on Workers’ Compensation and Professional Liability).

(c) A waiver of subrogation in favor of Contractor and Owner.(d) Severability of Interest or Separation of Insureds.(e) Subcontractor’s insurance is primary and any insurance maintained by

Contractor is considered excess and non-contributory N.25 INDEMNITY AND LIMITATION OF LIABILITY

(a) To the fullest extent permitted by law, the Subcontractor hereby agrees to indemnify, defend, and hold harmless Contractor and its clients and each of their agents, employees, and officers from any and all claims, demands, judgments, actions, liabilities, and costs and expenses of any kind for all injuries, disease, or death to any person (including Subcontractor’s employees, notwithstanding Workers’ Compensation laws) or damage to real or personal property (including Government and/or Contractor furnished property) arising out of or in connection with the performance of Subcontractor's work under this Subcontract or any actual or alleged error, omission, negligent act, statutory violation, or breach of obligation of Subcontractor, its employees, lower tier subcontractors, suppliers or agents, or release or discharge of pollutants or contaminants for which Subcontractor is strictly liable under applicable law.

(b) To the fullest extent permitted by law, Subcontractor shall indemnify, defend and hold harmless Contractor and its client and their agents, employees and officers against all claims, demands, losses, damages, liabilities, costs, expenses, including attorneys' fees, relating to or



arising under any patent, copyright, trademark, or trade secret infringement by Subcontractor or its lower tier subcontractors or suppliers, or any lien or other claim by Subcontractor or its lower tier subcontractors or suppliers inconsistent with this Subcontract.

(d) Subcontractor expressly commits to comply with all applicable State, Federal and International labor laws, including but not limited to Service Contract Act (SCA), the Fair Labor Standards Act, and State Wage and Hours Laws and regulations. Subcontractor shall indemnify and hold harmless the Contractor for any loss, liability, damages, costs or expenses (including without limitation reasonable legal fees) caused by, arising out of or associated with noncompliance with all applicable State, Federal, and International Labor Laws. If Subcontractor issues second tier subcontracts under this agreement, the substance of this clause shall be included in any such second tier subcontract and the Subcontractor shall be liable to Contractor for any liability resulting from the actions of any lower tier subcontractor.

(e) In any and all claims against one or more of the Indemnified Parties by any employee of Subcontractor or of any of its Lower Tier Subcontractors, the indemnification, defense and hold harmless obligation under this Article shall not be limited in any way by any limitation on the amount or type of damages, compensation or benefits payable by or for the Subcontractor or of any of its Lower Tier Subcontractors, under Workers’ Compensation acts, disability benefit acts or other employee benefit acts.

N.26 INFRINGEMENT INDEMNITY

(a) In lieu of any warranty by Contractor or the Subcontractor against infringement, statutory or otherwise, the Subcontractor hereby agrees to indemnify, defend, and hold harmless, at its expense, from and against any and all claims, demands, or actions against Contractor or its customers alleging that any item or material furnished pursuant to this Subcontract, or the normal use or sale thereof, constitutes a misappropriation of or infringement upon any patent, copyright, trademark, trade secret or other intellectual or proprietary right of any third party in the United States. Subcontractor further agrees it shall pay all litigation costs (including the costs of any appellate bonds), all reasonable attorneys’ fees, settlement payments and any and all damages awarded or resulting from such claims, demands, or actions. The indemnities contained in this paragraph shall be contingent upon the Subcontractor’s being notified in writing of any such claim, demand, or action for which indemnification is sought. Contractor and, to the extent necessary, its customers shall fully cooperate in the defense or settlement of any such claim, demand, or action, at Subcontractor’s expense; and Subcontractor is given sole authority and control over the defense or settlement of such claim, demand or action provided Subcontractor obtains the prior written consent of Contractor to any settlement or settlement proposal, which consent shall not be unreasonably withheld. If the use or sale of said item is enjoined as a result of such claim, demand, or action, Subcontractor shall, at no expense to Contractor, obtain or procure for Contractor and its customers the right to use and sell said item in accordance with the terms of this Subcontract or shall substitute an equivalent acceptable to Contractor and extend this patent indemnity thereto.

(b) Notwithstanding the foregoing paragraph, when this Subcontract is performed under the Authorization and Consent of the U.S. Government to infringe U.S. Patents, Subcontractor's



liability for infringement of such patents in such performance shall be limited to the extent of the obligation Contractor has to indemnify the U.S. Government.

N.27 RIGHTS AND LICENSES FOR INVENTIONS

(a) For purposes of this Subcontract, “Intellectual Property” shall mean any legally enforceable rights, worldwide, under statute or common law with respect to inventive subject matter or discoveries (hereinafter, “Inventions”) or original works of authorship and including but not limited to patents, copyrights, trademarks, trade secrets or other proprietary rights owned or possessed by either Party.

(b) Inventions made, conceived or created by one or more employees of one of the Parties hereto (whether or not made in conjunction with one or more third parties, provided such invention is not based, in whole or in material part on the Intellectual Property of the other Party) shall be and shall remain the sole property of the originating Party. Inventions made, conceived or created by one or more employees of one Party hereto together with one or more employees of the other party hereto (and any third parties brought into the creation process by agreement of both Parties) shall be jointly owned by the Parties (and, to the extent agreed, by third parties), with each Party owning an undivided one-half interest in all such jointly-owned Inventions, or such interest as a multi-party agreement may show. In this regard, it is recognized and agreed that the Parties may be required to and shall grant license or other rights to the Government to inventions, data, and information under such standard clauses which may be flowed down in this Subcontract; provided, however, such license or other rights shall not exceed those required by the Prime Contract.

N.28 PROPRIETARY INFORMATION

(a) For purposes of this Subcontract, the term “Proprietary Information” shall be defined as, but not limited to, performance, sales, financial, operational, contractual and special marketing information, technical data, drawings, written reports, documents copyrights, trademarks, trade secrets, and other written data supplied under this Subcontract, which bear an appropriate stamp or legend identifying them as proprietary. Where the Proprietary Information has not been or cannot be reduced to written form at the time of disclosure, and such disclosure is made orally by a party and with prior assertion of proprietary rights therein, such orally disclosed information shall not be protected under this clause unless a complete written summary of all proprietary aspects of any such oral disclosures shall have been delivered to the other party within 15 calendar days of such oral disclosure.

(b) During the term of this Subcontract, Contractor and Subcontractor, to the extent of their respective right to do so, may exchange Proprietary Information, and each agrees that it will not use any Proprietary Information received from the other except in connection with this Subcontract. Such Proprietary Information may be disclosed only to those persons within the receiving party's organization who have a need-to-know. Notwithstanding that this Subcontract shall have terminated or expired for a period of five years after this termination, each party shall use its best efforts to prevent the disclosure of the other's Proprietary Information to any person or persons outside its organization; provided, however, that neither party shall be liable for disclosure of any such Proprietary Information received from the other party if the same



(1) was in the public domain at the time it was disclosed; or

(2) was known to the receiving party at the time of receipt; or

(3) is disclosed inadvertently despite the exercise of the same degree of care as the receiving party takes to preserve and safeguard its own proprietary information; or

(4) is disclosed with the written approval of the other party; or

(5) is disclosed under this Subcontract to the Contracting Agency or an authorized representative thereof under the limitations permitted by applicable regulations; or

(6) was independently developed by the receiving party; or

(7) becomes known to the receiving party from a source other than the other party without breach of this Subcontract by the receiving party; or

(8) is disclosed in response to a subpoena or other valid legal process, provided the disclosing party is provided an opportunity to oppose such disclosure.

(c) The standard of care for protecting Proprietary Information, imposed on the party receiving such information, will be that degree of care the receiving party uses to prevent disclosure, publication or dissemination of its own proprietary information.

(d) Neither the execution of this Subcontract nor the furnishing of any information hereunder shall be construed as granting, expressly or by implication, estoppels or otherwise, any license under any invention, patent or trade secret now or hereafter owned or controlled by the party furnishing the information.

(e) Notwithstanding the expiration of the other portions of this Agreement, the obligations of this Clause N.28 shall continue for a period of 5 years from the date of termination of this Agreement.

(f) If the Company so requests, the Recipient will promptly return to the Company all copies of the Confidential Information in its possession, or in the possession of its Representatives, and the Recipient will destroy all copies of any analyses, compilations, studies or other documents prepared by it, or its Representatives, or for its or its Representative’s use, containing or reflecting any Confidential Information.

(g) If and when requested in writing, Subcontractor shall, and shall cause its Lower Tier Subcontractors to, execute any such non-disclosure agreements as are deemed necessary for the protection of Contractor.

N.29 INFORMATION SECURITY

If applicable, the Subcontractor shall provide adequate security for all covered defense information on all covered subcontractor information systems that support the performance of work under this subcontract. Subcontractor agrees to permit AECOM to perform an IT security assessment to confirm compliance with DFARS 252.204-7012 Safeguarding of Unclassified Controlled Technical Information, if applicable.



N.30 NOTICE OF DELAYS

If Subcontractor encounters difficulty in meeting performance requirements, anticipates difficulty in complying with delivery schedules, or has knowledge that any circumstance is delaying or threatens to delay the timely performance of this Subcontract, Subcontractor shall immediately notify Contractor in writing, giving pertinent details. This notification shall be informational only, and compliance with this provision shall not be construed as a waiver by Contractor of any delivery schedule or date or of any rights or remedies provided by law or under this Subcontract.

N.31 SUSPENSION

(a) Contractor may upon written notice to Subcontractor at any time suspend the performance of all or any portion of Work. Upon receipt of such notice, Subcontractor shall, unless the notice requires otherwise:

(1) immediately discontinue the suspended Work on the date and to the extent specified in the notice;

(2) place no further orders or contracts for equipment, material, supplies, services or facilities with respect to suspended Work, except to the extent required in the notice;

(3) promptly make every reasonable effort to obtain suspension upon terms satisfactory to Contractor of all orders, contracts, subcontracts and other agreements to the extent they relate to the performance of Work suspended;

(4) continue to protect and maintain Work already in place, including those portions of Work which have been suspended; and

(5) take any other reasonable steps to minimize Subcontractor’s costs associated with such suspension.

(b) As full compensation for Contractor’s suspension of Work, Contractor will pay to Subcontractor forty five (45) days after receipt of an invoice which meets the requirements of Clause N.20, the actual, reasonable costs associated with mobilization and demobilization of Subcontractor's plant, forces and equipment, the cost of maintaining and protecting the Work to the date of the invoice, and those amounts Contractor and Subcontractor agree Subcontractor should be paid for equipment, materials, supplies, documentation or other items which Subcontractor procured for the Project but for which Subcontractor has not been paid as of the date of the suspension. Subcontractor shall during the period of the suspension continue to invoice Contractor in accordance with Clause N.20 for the costs of maintaining and protecting the Work.

(c) Upon receipt of notice to resume suspended Work, Subcontractor shall immediately resume performance thereof to the extent required in the notice.

(d) No adjustment shall be made for any suspension to the extent that performance of the Work would have been concurrently suspended, delayed, or interrupted by Subcontractor’s non-compliance with the requirements of this Subcontract.



N.32 HEALTH, SAFETY AND ENVIRONMENT (SH&E)

(a) For the purposes of this article, the SH&E program encompasses safety of employees, protection of environment, and the protection of property.

(b) Subcontractor acknowledges that SH&E is of prime importance to Contractor and Owner, and Subcontractor shall cooperate with Contractor and Owner in efforts to prevent injuries to personnel and to protect both the environment and property. SH&E programs shall be operated as an integral and visible part of how the organization conducts its business, including the management of both routine and emergency operations. The Subcontractor shall exercise due care commensurate with the associated hazards of the work. The Subcontractor shall ensure that management of SH&E functions and activities becomes an integral and visible part of the Subcontractor's work planning and execution processes. Subcontractor is responsible for its own safety performance and neither the Contractor nor Owner shall be responsible.

(c) Subcontractor is required to comply with all site, project or AECOM SH&E program requirements, applicable safety rules, regulations, safety directives and stop work orders. The Subcontractor shall cooperate with Contractor, Federal and non-Federal agencies having jurisdiction over SH&E matters under this Subcontract.

(d) Contractor may issue an order stopping work in whole or in part for reasons of human safety or environmental protection without prejudice to any other legal or contractual rights of Contractor. In the event that Contractor issues a stop work order, an order authorizing the resumption of the work may be issued at the discretion of Contractor. The Subcontractor shall not be entitled to additional fee or damages by reason of, or in connection with, any work stoppage ordered in accordance with the warranted exercise of this paragraph of the clause.

(e) In performing work under this Subcontract, the Subcontractor shall perform work safely, in a manner that ensures adequate protection of the public, employees, property and the environment. The Subcontractor shall, in the performance of work, ensure that:

(1) All personnel shall take every reasonable measure to ensure safe operations and conditions in accomplishing its work, including the protection of the public, property, and the environment. Employees possess the experience, knowledge, skills, and abilities that are necessary to discharge their responsibilities safely.

(2) Resources are effectively allocated to perform work safely. (3) Tiered subcontractor safety is properly managed.(4) Hazard Assessments are performed routinely with each critical task, that address

engineered, administrative, and personal protective equipment to mitigate risks.

(f) The Subcontractor shall comply with the following AECOM SH&E program requirements: (1) The subcontractor will be subject to an annual evaluation of subcontractor ‘s safety

program and key metrics through submission and approval of AECOM SH&E Evaluation Form with required information submittals. Subcontractors SH&E Plan may be requested to augment this evaluation.

(2) The subcontractor must pre-qualify lower-tiered subcontractors through the completion and approval by AECOM of the AECOM SH&E evaluation form prior to use on an



AECOM or Project Site.(3) The Subcontractor shall flow down the SH&E requirements applicable to this

Subcontract to its lower tier subcontractors (at any tier) to the extent necessary to ensure the Subcontractor's compliance with the requirements. The Subcontractor shall include a clause substantially the same as this clause for tiered subcontractors.

(4) The Subcontractor shall notify and obtain approval from the AECOM Project Manager prior to mobilization of short service employees to perform on-site work.

(5) If required, Subcontractor shall appoint a Subcontractor Safety Representative (SSR) who will have the responsibility for administration of the subcontractor’s safety program.

(6) If required, Subcontractor shall develop additional safety procedures for work that is exclusively within their scope and for which they have superior knowledge.

(7) If required, the subcontractor shall participate in site safety briefings and as applicable project kick-off meetings, hazard assessments, inspections and tailgate/toolbox meetings.

(g) More restrictive SH&E requirements cited elsewhere in the prime contract or subcontract are not waived by this clause.

N.33 EMERGENCIES

In the event of an emergency at the Facility Site threatening loss or injury to life or property which Subcontractor may be able to prevent or mitigate, Subcontractor, without awaiting special instruction or authorization from Contractor, shall act as necessary to attempt to prevent or mitigate such threatened loss or injury.

N.34 SUSPECT/COUNTERFEIT PARTS IDENTIFICATION

(a) Subcontractor shall supply products that are not and do not contain suspect/counterfeit parts. Subcontractor shall establish a Suspect/Counterfeit Parts Identification Program that provides identification, notification, and disposition of suspect/counterfeit parts.

(b) Subcontractor shall ensure that procurement documents executed in the acquisition of products under this subcontract include these Suspect/Counterfeit Parts Identification Program requirements and exclude identified suspect/counterfeit parts from the procurement process and subsequent installation.

(c) A defective part is any part that has recognized common manufacturing flaw. A suspect/ counterfeit part is any item whose characteristic or identity does not appear to be authentic and is verified to be either counterfeit or fraudulent; or is refurbished, remanufactured, or has material substitutions as determined by the definitions below. Subcontractor’s identification program shall monitor these characteristics particularly at receipt inspection and at time of installation:

(1) counterfeit – forgery, or an imitation with the intent to deceive(2) fraudulent – deliberate intent to misrepresent the actual characteristics of an item(3) material substitution – occurs when a change to specified material of an item is made (failure by the supplier to document the material substitution is considered to be fraud, and the item then becomes suspect/counterfeit)



(4) refurbished - item that is taken part, cleaned, adjusted, inspected, or cosmetically enhanced (failure by the supplier to identify that the part is refurbished is considered to be fraud, and the item then becomes suspect/counterfeit)(5) remanufactured – item that is refurbished, physically modified, or where its subcomponents were replaced (failure by the supplier to identify that the part is remanufactured is considered to be fraud, and the item then becomes suspect/counterfeit.

(d) Notification. Immediately upon determination that a part is or may be suspect/counterfeit, Subcontractor shall notify Contractor for disposition. If it is determined that a suspect/counterfeit part has been supplied, Contractor will then notify the Government Contracting Officer.

N.35 TERMINATION FOR CAUSE

(a) If the Subcontractor should file a bankruptcy petition or be adjudged bankrupt, or if it should make a general assignment for the benefit of its creditors, or if a receiver should be appointed for the Subcontractor, or if it should fail to supply enough properly skilled workmen or proper plant or materials or fail to make sufficient progress so as to endanger the timely and proper performance of the Work, or if it should abandon the Work or unreasonably delay its progress or completion, or persistently disregard Applicable Law or the instructions of Contractor or otherwise be guilty of a material violation of any provisions of the Subcontract, then Contractor may, without prejudice to any other right or remedy, upon written notice to Subcontractor, terminate the employment of the Subcontractor with respect to all or part of the Work and take possession of such Work, and all materials for the Work and tools, plant, appliances and equipment and temporary construction used in connection therewith and finish the Work by whatever method Contractor may deem expedient, all at the expense of Subcontractor. In such case Subcontractor shall not be entitled to receive any further payment from Contractor.

(b) If Contractor’s expense of completing the Work, including any attorney’s fees and other legal expenses in connection therewith, exceed the amount, if any, which Contractor agrees would have been payable to Subcontractor had it completed the Work as required under the Subcontract, Subcontractor shall pay the difference to Contractor within ten (10) days after receipt from Contractor of written notice of the amount thereof.

(c) Upon the failure of Subcontractor to pay Contractor as set forth in Clause N.35, Contractor shall have the right to sell the whole or any part of any of Subcontractor’s materials, tools, plant, appliances, equipment and temporary structures at public or private sale at any time or times thereafter without further notice to Subcontractor and to transfer and deliver the same. Contractor shall have the right to become the purchaser at such sale or sales (free and discharged of any equity of redemption) and after deducting all legal and other costs, attorney fees and expense of sale and delivery, shall apply the balance, if any, of the proceeds of such sale or sales so made, to the amount due Contractor. Contractor shall pay the surplus, if any, to Subcontractor and Subcontractor shall pay any deficiency to Contractor on demand.



N.36 TERMINATION FOR CONVENIENCE OF CONTRACTOR

(a) Contractor may upon written notice to Subcontractor, without cause and without prejudice to any other right or remedy, elect to terminate all or any part of the Work. Such termination shall be effective in the manner specified in said notice. On receipt of such notice Subcontractor shall, unless the notice directs otherwise, immediately discontinue Work and the placing of orders for equipment, materials, supplies and other items in connection with the performance of the terminated Work, and shall, if requested, make every reasonable effort to procure cancellation of existing orders and subcontracts upon terms satisfactory to Contractor, and shall thereafter do only such Work as may be necessary to preserve and protect Work already in progress and continue to complete the Work not terminated hereunder, and to protect all material, plant or equipment on the Facility Site or in transit thereto.

(b) Should Contractor elect to terminate all or any part of the Work for convenience as provided herein, a complete and final settlement of any and all claims of Subcontractor arising as a result of such termination shall be made as follows: Contractor shall pay to Subcontractor, forty five (45) days after receipt of an invoice which meets the requirements of Clause N.20, all amounts due and owing to Subcontractor on or prior to the date of termination, including a payment for that Work satisfactorily completed but not yet invoiced by Subcontractor prior to the termination date, all retainage held by Contractor at the date of termination, and all reasonable, actual termination costs incurred by Subcontractor in terminating the Work (but excluding any and all costs and expenses incurred by Subcontractor from and after the date of termination for those of its employees who are not directly performing required termination activities). In no event shall Subcontractor be entitled lost profit on Work not performed.

(c) As a condition precedent to receiving any termination payment under this Section, Subcontractor shall execute and deliver all such papers and take such steps concerning obligations and commitments of and to Subcontractor in connection with the Work as Contractor may require for the purpose of fully vesting in Contractor the rights and benefits of Subcontractor under such obligations and commitments, including but not limited to valid and final waiver of any and all actual or potential liens and/or claims.

N.37 ORGANIZATIONAL CONFLICTS OF INTEREST

(a) “Organizational Conflict of Interest” means that because of other activities or relationships with other persons or entities, a person is unable or potentially unable to render impartial assistance or advice to Contractor or Contractor’s customer, or the person's objectivity in performing 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) By signing this Subcontract, the Subcontractor warrants that to the best of its knowledge and belief, it does not have any organizational conflict of interest(s) as defined in paragraph (a) or any conflict of interest flow-down clause found elsewhere in this Subcontract.

(c) Subcontractor shall promptly notify Contractor in writing if an organizational conflict of interest subsequently emerges or is likely to emerge. Subcontractor agrees to comply with reasonable instructions from Contractor to mitigate or eliminate the conflict or threat of conflict.



N.38 EXPORT CONTROLS AND FOREIGN CORRUPT PRACTICES ACT (FCPA)

(a) Subcontractor shall comply with all applicable U.S. International Traffic in Arms Regulations and the U.S. Export Administration Regulations, and will notify Contractor in writing if any activity or deliverable under this Subcontract is governed by such laws or regulations. Without limiting the foregoing, Subcontractor shall not transfer any export controlled item, data or services, to include transfer to foreign persons employed by or associated with, or under contract to Subcontractor or Subcontractor's lower-tier suppliers, without the authority of an Export License or applicable license exception. Additionally, travel to foreign countries under this Subcontract must be approved in advance following Contractor procedures to ensure compliance with all applicable U.S. International Traffic in Arms Regulations and the U.S. Export Administration Regulations.

(b) Subcontractor shall immediately notify Contractor if any U.S. Government entity denies, suspends or revokes, in whole or in part, the export privileges of the Subcontractor or its lower-tiered suppliers.

(c) Subcontractor shall indemnify and hold the Contractor harmless for all claims, demands, damages, costs, fines, penalties, attorney's fees, and all other expenses arising from the Subcontractor’s noncompliance with this clause or the International Traffic in Arms Regulations and the Export Administration Regulations.

(d) Compliance with Anti-Corruption Laws. Subcontractor represents and warrants that it will, with respect to its winning, retaining, and performing work under this Agreement, comply with the U.S. Foreign Corrupt Practices Act (“FCPA”), the U.K. Bribery Act (“UKBA”), and all applicable local anti-corruption laws (collectively the “Anti-Corruption Laws”). In accordance with such Laws, Subcontractor agrees to not, with respect to its winning, retaining and performing work under this Agreement, offer, pay, promise to pay or authorize another to pay any money, make any gift or provide anything of value to any foreign official (including officials or employees of local and national government agencies, employees of state-owned or –controlled companies, public international organizations, and relatives of foreign officials), any foreign political party or official thereof, or any candidate for foreign political office (collectively, “Foreign Officials,” as that term is further defined under the FCPA), or any person acting in a commercial capacity, with the intent to improperly obtain or retain business or any commercial or governmental advantage.

N.39 SUBCONTRACT CLOSEOUT

(a) Subcontractor shall promptly comply with Contractor requests to close out this Subcontract or Orders hereunder. Examples of closeout actions include but are not limited to the following:

(1) Furnishing evidence that Subcontractor tasks/items have been satisfactorily performed/delivered(2) Accounting for Government/ Contractor Furnished items(3) Accounting for Classified Information(4) Submitting final SF 294, Subcontracting Report for Individual Contracts, if applicable



(5) Furnishing evidence that the appropriate indirect rates have been applied to cost-reimbursement and time-and-materials final invoices(6) Providing a Release of Claims and Assignment of Refunds, Rebates, and Credits for cost-reimbursement and time-and-materials subcontracts/orders(7) Deobligating excess funds by bilateral modification as appropriate(8) Submitting required patent reports, if any

(b) If requested by the Contractor, Subcontractor shall promptly negotiate in good faith to close out subcontracts/orders in advance of final audited rates (“quick close out”) under cost-reimbursement and time-and-material subcontracts/orders.

(c) The Parties hereby agree to waive final invoice amounts due or payable in amounts of $100 or less on this Subcontract or Orders hereunder.

N.40 DEOBLIGATION REQUESTS

This clause applies only to cost reimbursement and time-and-materials subcontracts/orders. The Contractor’s customer may request data from the Contractor (such as cost-to-date, outstanding commitments, estimate-to-complete, and estimate-at-completion) with the objective of deobligating anticipated surplus funding so that it can be used elsewhere. Such requests typically require short turnaround times and occur towards the end of the Government fiscal year, towards the end of a particular prime contract/order period of performance, or in response to higher headquarters’ budget drills. In such cases, Contractor may request similar data from the Subcontractor. Subcontractor agrees to cooperate fully and promptly with such data requests and to promptly execute resultant Subcontract deobligation modifications as appropriate.

N.41 SETOFF

Whenever under this Subcontract any sum of money is recoverable from or payable by the Subcontractor, the same may be deducted from any sum then due or which at any time thereafter may become due to the Subcontractor, under this Subcontract or any other contractual agreement between the Subcontractor and Contractor or its affiliate companies.

N.42 SEVERABILITY AND SURVIVAL

(a) If any term or provision of this Subcontract shall be determined to be void, illegal, or otherwise unenforceable by a court of competent jurisdiction, such determination shall not invalidate the whole of this Subcontract, but such term or provision shall be deemed modified to the extent necessary in the court’s opinion to render such term or provision enforceable, and the rights and obligations of the parties shall be construed and enforced accordingly, preserving to the fullest permissible extent the intent and agreements of the parties herein set forth.

(b) Notwithstanding anything to the contrary in the Subcontract, the provisions of the Subcontract setting forth (i) Subcontractor’s obligations with respect to confidentiality, indemnification, and warranty; (ii) limitations on Contractor’s liability; and (iii) any obligation which expressly or by implication survives termination of the Subcontract, shall survive completion of the Work or the earlier termination under Clauses N.35 and N.36.



N.43 ASSIGNMENT

Subcontractor agrees that it shall have no right, power or authority to assign, transfer, or delegate any of its rights or obligations under the Subcontract, either voluntarily or involuntarily, or by operation of law, without prior consent of Contractor and that any such unauthorized assignment or delegation shall be null and void and of no effect. For purposes of this section N.43, a transfer requiring approval by AECOM includes any transfer of the majority of the ownership interest in Subcontractor, even if Subcontractors legal entity remains unchanged.

N.44 SUCCESSORS AND ASSIGNS

The Subcontract shall be binding upon and inure to the benefit of the Parties’ respective heirs, successors, executors, administrators, and authorized assigns.

N.45 NO THIRD PARTY OR OTHER CLAIMS

(a) Subcontractor agrees that nothing in any agreement between Owner and Contractor creates any rights in favor of Subcontractor and Subcontractor covenants not to sue Owner or Contractor as a third-party beneficiary of any such agreement.

(b) Subcontractor agrees that any claims it may have for additional compensation or economic loss of any kind or character arising out of its performance of the Work or otherwise in connection with the Subcontract shall be made solely as provided for in Clause N.16. Subcontractor covenants not to assert any such claim against Owner or Owner’s or Contractor’s respective other contractors. Subcontractor covenants not to sue Owner, Contractor or Owner’s or Contractor’s respective other contractors on any such claim, whether based upon delay, contract, tort, negligence, warranty, indemnity, strict liability, error or omission or otherwise, and agrees that it shall assign any such claim it may have in that regard to Contractor if and when requested by Contractor in connection with any adjustment pursuant to Clause N.16 hereof.

N.46 PUBLIC RELEASES

The Subcontractor shall not disclose information concerning work under this Subcontract to any third party without obtaining prior written approval of the Contractor, unless such disclosure is necessary for the performance of the Subcontract effort. If such information is required to be disclosed by law, Subcontractor will notify Contractor immediately upon receipt of such order and will reasonably cooperate with Contractor in the event that Contractor seeks any legal protective order with respect to such information.

N.47 INTERFACE WITH CUSTOMER

(a) The Contractor shall be the primary contact with the Contract customer concerning the subject matter of the Contract and this Subcontract. The Subcontractor shall not have communications with the Contract customer regarding the Contract or Subcontract without advance approval of Contractor, which shall not be unreasonably withheld.



(b) Communications invited by the Contract customer shall not be deemed a breach of this clause provided the Subcontractor notifies Contractor of the substance of the contact in a timely manner.

N.48 FACILITY RULES

The employees of Contractor and Subcontractor shall obey all pertinent rules and regulations of the other Party while on the premises of the other Party, including those relating to the safeguarding of classified information.

N.49 RECRUITMENT OF EMPLOYEES

(a) Throughout the period of performance of this Subcontract, including extensions or modifications thereto, the parties agree that neither shall solicit for employment any employee(s) of the other assigned to work on the Contractor Subcontract, without the prior written agreement of the party whose employee is being considered for employment.

(b) This clause is not intended to preclude an employee's right to pursue, on their own initiative, employment opportunities with the Contractor or Subcontractor that are available to the general public, such as opportunities advertised in newspapers and trade publications.

N.50 VALUED BUSINESS PARTNER

(a) AECOM’s Valued Business Partner letter, our Code of Business Conduct and Ethics and the Code of Business Conduct and Ethics Summary Brochure are provided as attachments and are incorporated into this Agreement. Upon signing this Agreement, Subcontractor certifies, in accordance with FAR Clause 52.203-13 (Nov 2007), that it:

(1) Has a written code of business conduct and ethics that substantially conforms to the Contractor’s Code of Business conduct and Ethics.

(2) Will provide a copy of its Code, or the Contractor’s Code of Business Conduct and Ethics (as applicable), to all Subcontractor employees working on the Agreement;

(3) Will promote compliance with the Code; and

(4) Will establish an ongoing ethics and conduct awareness program and an internal control system which facilitates timely discovery of improper conduct in connection with U.S. Government contracts and ensures prompt corrective action, as required.

(b) Subcontractor shall be required to act in a manner consistent with the AECOM Code of Business Conduct. Subcontractor shall act in an ethical manner and shall not violate Federal procurement laws and regulations relating to this Proposal and Program, including but not limited to, Procurement Integrity rules, gratuity rules, and other requirements of Federal Acquisition Regulation Part 3. Subcontractor shall neither obtain nor provide to AECOM proprietary information of competitors or other improper information that could result in rejection of the proposal by the Government. Subcontractor’s noncompliance with this Section N.50 may result in termination of this Agreement at the sole discretion of AECOM.



N.51 ELECTRONIC DATA SUBMISSION

Under this Subcontract, it is mandatory preferred that the Subcontractor submit all delivered items (e.g., progress reports, manuals, drawings, minutes, trip reports) in electronic format. Whenever practical, the format shall be Microsoft Office compatible. The Subcontractor shall take steps to ensure file size is reasonable given the nature of the deliverable and the transmission method and that the file is free of viruses, worms, and similar problems. The Subcontractor shall use a consistent subject line in electronic transmission of deliverables acceptable to the Contractor to aid in archiving and retrieval.
