6973GH-20-R-00067_FPFM_SIR_Feb_11_21.pdf

Ref Sec L

N/A kathleen.d.islas@faa.gov

SIR 6973GH-19-R-00067

PART I – SECTION B

SUPPLIES OR SERVICES AND PRICES/COSTS

B.1 ITEMS PROCURED

The Seller must provide a Bombardier Challenger 605 or Challenger 650 (“Aircraft”) in accordance with Section C and Section J-1(Statement of Work (SOW)), at the prices specified in the schedule below and in accordance with the Terms and Conditions in this contract. In this context, Aircraft includes the airframe, engines, parts, ancillary items, and Aircraft Documents as defined in Section J-1, Statement of Work.

B.2 CONTRACT TYPE

This is a Firm Fixed Price (FFP) contract. CLINs noted as Option line items will be executed at the discretion of the FAA.

B.3 MAXIMUM CONTRACT VALUE

The maximum contract ceiling for this contract is $______________. The ceiling does not constitute a commitment, implied or otherwise, that the FAA will expend the maximum contract value.

B.4 CONTRACT PRICING

B.4.1 CLIN 00001 Aircraft Repositioning & Pre-Purchase Flight Reimbursement CLIN Description QTY Units Unit Price Extended Price/Cost

00001

FIRM FIXED PRICE

Aircraft Repositioning & Pre-purchase Flight Reimbursement Seller will transport the aircraft to and from the FAA’s designated Inspection Facility and/or conduct pre-purchase flight(s) at a flat rate per flight hour inclusive of fuel, crew time and other ancillary expenses.

Flight Hourly Rate: $___________ Delivery Requirements: IAW Section F

___ Flight Hour $________ NTE: $_____________

The remainder of this page is intentionally left blank

B.5.2 CLIN 00002 Challenger Aircraft

CLIN Description QTY Units Unit Price Extended Price/Cost

00002

FIRM FIXED PRICE - OPTION

The execution of this CLIN is contingent upon successful completion of the FAA’s pre-purchase inspection in accordance with Section C. 2.2.1.

Challenger Aircraft Seller will deliver an airworthy Challenger 605 or 650 Aircraft in accordance with Section C and Attachment J-1, Statement of Work.

Delivery Requirements: Ref Section F The Government will not exercise this option before successful completion of the Pre-purchase Inspection.

Manufacturer:

Year:

Serial No:

Model No:

Registration No:

Eng. Ser. No R:

Eng. Ser. No L:

1 EA $_______ $________________

00003

FIRM FIXED PRICE – OPTION

This CLIN will only be executed in the event of TERMINATION FOR CONVENIENCE in accordance with H.10 Delivery Requirements: TBN Liquidated Damages If the FAA terminates this contract, provided the Seller is in full compliance with all obligations under this Contract, the FAA will reimburse the Seller in the amount up to $100,000 as liquidated damages (IAW Section H.8 and H.10).

1 EA NTE: $100,000.00

PART I – SECTION C

Statement of Work (SOW)

SCOPE OF WORK

The Seller shall furnish all labor, tools, materials, equipment, and supplies, necessary to accomplish, and in accordance with the attached Statement of Work to provide used Bombardier Challenger 605 and/or 650 aircraft under this contract. (Section J, Attachment 1). The Seller must comply with all other terms, conditions, and provisions as set forth herein.

AC1240 Compliance with Federal Aviation Regulations and Airworthiness Directives (JAN 1997)

Each item delivered hereunder must have been manufactured, rebuilt, altered, overhauled, or repaired (as the case may be) to comply with applicable Federal Aviation Regulations, including applicable Airworthiness Directives, effective prior to executing the approval to return to service.

PART I – SECTION D

PACKAGING AND MARKING

PART I – SECTION E

INSPECTION AND ACCEPTANCE

Inspection and Acceptance requirements are defined in C.2.2 Aircraft Inspection and C.2.3 Aircraft Delivery and Acceptance.

PART I – SECTION F

DELIVERIES AND PERFORMANCE

Delivery Requirements

The Seller must deliver the aircraft to the FAA designated inspection facility (CLIN 00001) within five (5) days of contract award.

The Seller must correct all Inspection Discrepancies listed in the Pre-Purchase Inspection Report (Exhibit B) provided by the FAA at the completion of the pre-purchase inspection, within ten (10) days of delivery of the Pre-Purchase Inspection Report. Any discrepancy requiring more than ten (10) days to correct must be approved by the FAA CO.

The Seller must deliver the Aircraft (CLIN 002) in the condition described in Section C.2.3.2 to the seller’s designated closing location within three (3) business days after the Inspection Discrepancies have been rectified.

AMS 3.1-1 Clauses and Provisions Incorporated by Reference (Jul 2019)

This screening information request (SIR) or contract, as applicable, incorporates by reference the provisions or clauses listed below with the same force and effect as if they were given in full text. Upon request, the Contracting Officer (CO) will make the full text available, or Sellers may obtain the full text via Internet at: https://fast.faa.gov/contractclauses.cfm.

AMS 3.10.1-9 Stop-Work Order (Oct 1996) https://fast.faa.gov/contractclauses.cfm

PART I – SECTION G

CONTRACT ADMINISTRATION DATA

G.1 FAA CONTACTS FOR POST-AWARD ADMINISTRATION

The Seller must use one of the following FAA contacts, as applicable, as the focal point for all matters regarding this contract:

G.1.1 Contracting Officer (CO) The FAA's CO is:

NAME: Kathleen Islas TITLE: Contracting Officer

ROUTING SYMBOL: AAQ-732

AGENCY: Federal Aviation Administration

PHONE: 405-954-8534

EMAIL: Kathleen.D.Islas@faa.gov

G.1.2 Contracting Officer’s Representative (COR) The FAA’s Contracting Officer’s Representative is:

NAME: Doug Vaz TITLE: Contracting Officer’s Representative

ROUTING SYMBOL: AJF-410

AGENCY: Federal Aviation Administration

PHONE: 405-954-5025

EMAIL: douglas.vaz@faa.gov

G.2 CONTRACTING OFFICER’S AUTHORITY

G.2.1 CO Responsibility The CO has responsibility for ensuring the performance of all necessary actions for effective contracting, ensuring compliance with the terms of the contract and safeguarding the interests of the United States in its contractual relationships. Accordingly, the CO is the only individual who has the authority to enter into, administer, or terminate this contract, including but not limited to (1) direct or negotiate any changes in the statement of work; (2) modify or extend the period of performance; (3) change the delivery schedule; (4) authorize reimbursement to the Seller of any costs incurred during the performance for this contract; or (5) otherwise change any terms and conditions of this contract.

In addition, the CO is the only person authorized to approve changes to any of the requirements under this contract, and notwithstanding any provision contained elsewhere in this contract, this authority remains solely with the CO.

G.2.2 CO Designations The CO may designate, in writing, representatives to perform functions required to administer this contract; however, any implied or expressed actions taken by these representatives must be within the CO’s written designations. The CO will provide the Seller copies of all relevant written designations. If any individual alleges to be a representative of the CO and the Seller has not received a copy of the document designating that representative, the Seller must refrain from acting upon the representative’s requirements and immediately contact the CO to obtain a copy of the document designating that individual as a representative of the CO. The Government may unilaterally change any of these designations.

G.3 TECHNICAL DIRECTION

Performance of the work under this contract is be subject to the technical direction of the COR, identified under G.1.2, or his/her designated alternate.

Technical direction must be issued in writing by the COR and must be within the scope of the Statement of Work (Attached, Section J).

The Seller must proceed promptly with the performance of technical direction duly issued by the COR in the manner prescribed by this clause and within his authority under the provisions of this clause.

It is the responsibility of the Contractor to contact the CO and COR immediately if there is any technical direction that may be outside the scope of the contract.

G.4 CORRESPONDENCE PROCEDURES

To promote timely and effective administration, correspondence (except for invoices and deliverable items):

(a) All correspondence must contain a subject line, commencing with the contract number.

(b) Technical Correspondence of a routine nature must be addressed to the designated COR with an information copy of the correspondence to the CO.

(c) Other correspondence including technical correspondence where patent or technical data issues (if any) are involved, and correspondence which proposes or otherwise involves waivers, deviations, or modifications to the contract requirements, terms or conditions, etc., must be addressed to the CO, with an information copy of the correspondence to the COR.

(d) The Seller must not use “express” or “overnight” mail for the day-to-day transfer of correspondence.

The premium services should only be used sparingly and in situations when the regular U.S. Mail delivery system would not be adequate for the timely transfer of technical or contract related documentation.

(e) The FAA and the Seller may use email to transmit correspondence and/or data when deemed necessary and appropriate. The date of the email will be considered the delivery date of the document.

(f) All correspondence regarding contract administration must be addressed in accordance with this clause, unless otherwise requested by the CO.

G.5 INVOICING

G.5.1 Invoicing Procedures

(a) For the submission of a proper invoice, the Seller shall submit a separate invoice upon acceptance of successful performance for each contract line requirement as provided in Section B. The invoice for CLIN00002 must be submitted directly to the FAA CO and COR via email at the time of Closing.

(1) The original to: 9-AMC-AMZ-FAA-APInvoices@faa.gov

(2) One Copy to the CO: Kathleen.d.islas@faa.gov

(3) One Copy to the COR: douglas.vaz@faa.gov

(b) Each invoice shall highlight the following information:

(1) Contract number

(2) Noun description of services and/or supplies, including applicable line item number(s) and quantity(s) that were provided.

(3) Extended totals for invoiced quantities.

The Seller must ensure that the submitted invoices (pdf files) submitted as attachments to e-mails are of a size that will be permitted access through the FAA e-mail system. Furthermore, the Seller must ensure that the pdf documents are clearly and easily understandable and decipherable when printed out on 8 ½ inch by 11-inch paper or 8 ½ inch by 14 -inch (as that is the format used for the review and for the official file). Electronic invoice submissions that do not meet these constraints will not be considered to have been received by the FAA.

G.5.2 Invoice Marking(s) The Seller must submit all invoices for payment under this contract with the following information summarized on the invoice cover page:

− Name and Address of the Seller.

− Invoice Date.

− Invoice Number.

− Contract Number, Contract Line Item Number(s) (CLINs), Name, Title, Phone Number, Email and

Mailing Addresses of person to be notified in event of a defective invoice.

− Other substantiating documentation or information as required by the CO.

− The CO will coordinate with the Seller in advance of invoice submission to attain Electronic

Funds transfer (EFT) or wire transfer information for payment to Seller and lien holders, if required.

mailto:9-AMC-AMZ-FAA-APInvoices@faa.gov mailto:Kathleen.d.islas@faa.gov mailto:douglas.vaz@faa.gov

SECTION H

SPECIAL CONTRACT REQUIREMENTS

H.1 INTERPRETATIONS OF CONTRACT (NOTICE OF AMBIGUITIES)

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

The Seller must exercise due diligence to discover and to bring to the attention of the CO at the earliest possible time any ambiguities, discrepancies, inconsistencies, or conflicts in or between the written contract and other documents incorporated by reference herein. Failure to comply with such obligations may be deemed a waiver and release of any and all claims for extra costs or delays arising from such ambiguities, discrepancies, inconsistencies, and conflicts.

H.2 NOTICE OF DEBARMENT/SUSPENSION STATUS

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

H.3 DEFINITION OF DAYS

All references in the Contract to “days” must be interpreted as “calendar” days unless specifically identified otherwise. The term “Business Day” means any day other than Saturday, Sunday, bank and Federal holidays in the United States of America.

H.4 NOTICE OF DELAY

If the Seller becomes unable to complete the contract work at the time(s) specified because of technical difficulties, notwithstanding the exercise of good faith and diligent efforts in the performance of the work called for hereunder, the Seller must give the CO written notice of the anticipated delay and the reasons therefore. Such notice and reasons must be delivered promptly after the condition creating the anticipated delay becomes known to the Seller, unless otherwise directed by the CO. When notice is so required, the CO may extend the time specified in the Contract schedule for such period as the CO deems advisable.

H.5 FEDERAL HOLIDAYS OBSERVED

The FAA observes Federal Holidays as follows:

• New Year's Day

• Labor Day

• Martin Luther King's Day

• Columbus Day

• Presidents’ Day

• Veterans Day

• Memorial Day

• Inauguration Day (if applicable)

• Thanksgiving Day

• Independence Day (July 4th)

• Christmas Day

When one of the above designated holidays falls on a Sunday, the following Monday will be observed as a legal holiday. When a legal holiday falls on a Saturday, the preceding Friday is observed as a holiday.

No deliverables will be transmitted or received by the Government on a legal holiday.

H.6 DAMAGES

The Seller or the FAA shall not be liable for any indirect, consequential, special, incidental and/or punitive damages of any kind or nature under any circumstances or, without limiting the foregoing, for any lost profits or any other losses or damages for or arising out of any lack or loss of use of any aircraft, any equipment, any accessory or any spare part for any reason.

H.7 ENTIRE AGREEMENT

This contract, as amended, including the attachments and the matters referred to herein constitute the entire agreement between the Seller and the FAA and supersede and cancel all prior representations, alleged warranties, statements, negotiations, drafts, undertakings, letters, acceptances, agreements, understandings, contracts and communications, whether oral or written, with respect to or in connection with the subject matter hereof. This contract may only be amended or changed by a properly authorized contract modification. In the event of any inconsistencies between this contract and the attachments, the order of precedence must be:

(a) SECTION B, SUPPLIES OR SERVICES AND PRICES/COSTS;

(b) Representations;

(c) Contract clauses;

(d) Other documents, exhibits, and attachments;

(e) The specifications; and

(f) The drawings.

With respect to the contract clauses, Section H takes precedence over Section I.

H.8 DEFAULT OF SELLER

If any of the following events (Event of Default) occur then this contract, at the option of the FAA, maybe terminated.

1. If the Seller defaults in the performance of any of the provisions contained in this contract, which default shall continue for five (5) days after receipt of written notice of default by FAA.

2. If the Seller does not fulfill its obligations as it relates to the condition of the aircraft at closing specified in Section C 2.3.2.

3. If the FAA rejects the Aircraft for cause

In the event of Seller default, the Seller must reimburse the FAA for any monies paid to the Seller under this contract and pay the FAA up to $100,000 in liquidated damages in place of the actual damages the FAA will incur for conducting a pre-purchase inspection and acquiring an alternative Aircraft.

H.9 REJECTION FOR CAUSE

The FAA may reject the Aircraft for Cause if any of the following items are discovered during Pre – Purchase Inspection or at any time prior to closing.

1. Undisclosed material damage

2. Material corrosion

3. Aircraft does not meet specifications

4. Confirmed existence of mold

5. Discrepancies that cannot be remedied within 10 business days, unless otherwise agreed to by the CO

6. Evidence of a hard landing, bird strike or lighting strike

7. Warranties that have been voided

In the event the FAA rejects the Aircraft for Cause, it will be considered an Event of Default by Seller and will be subject to the remedies listed in Section H. 8. Default of Seller.

H.10 TERMINATION FOR CONVENIENCE

This Contract may be terminated cause at any time before the Closing.

If the FAA terminates this contract, provided the Seller is in full compliance with all obligations under this Contract, the FAA will reimburse the Seller in the amount up to $100,000 as liquidated damages (and not as penalty) after which neither party hereto shall have any further rights or obligations to the other with respect to the Aircraft.

If the Seller terminates the contract, the Seller must reimburse the FAA for any monies paid to the Seller under this contract and pay the FAA up to $100,000 as liquidated damages (and not as penalty) after which neither party hereto shall have any further rights or obligations to the other with respect to the Aircraft.

H.11 FLIGHT OPERATIONS

Unless otherwise mutually agreed upon between Seller and FAA, following the Parties' execution of this Contract and until Closing, the Aircraft must not be flown, except for repositioning the Aircraft to and from the FAA’s designated Inspection Facility and any FAA witnessed pre-purchase flights or any other flight(s) authorized in advance by the CO.

H.12 TAXES

Seller warrants and represents that it has paid all sales, use, property, excise and other similar taxes, and any and all taxes, duties, fees, interest, penalties, assessments, charges, claims, invoices or statements imposed or imposable by any federal, state, county, local, foreign or other governmental authority, entity or party with respect to the Aircraft and Seller's ownership and usage of the Aircraft, incurred, arising or attaching with respect to any period prior to the Closing, including all taxes incurred as of the lien date prior to the Closing or, to the extent that it has not, Seller agrees to pay any and all of the foregoing as and when due and to indemnify, defend and hold harmless FAA in connection thereto.

The Purchase Prices listed in Section B must not include any taxes, duties, fees or assessments, including, without limitation, any sales, use, transfer, recording, personal property, excise, consumption, goods and services, luxury, value added or other similar taxes, duties or assessments (“Taxes”), which may be levied, assessed or imposed by any foreign, federal, state or local governmental authority or agency on or as a result of the sale transaction contemplated herein or other matters or things covered hereunder, or on the Aircraft or the use thereof by FAA arising after the Closing, or on the sale, delivery, ownership, registration or transfer from Seller to FAA. FAA shall not be liable or obligated under any circumstances to pay any taxes imposed on the income or gains of Seller, all of which must be the sole responsibility of Seller. Upon Seller's request, the FAA will without liability furnish evidence to establish exemption from any state or local tax when the Seller requests such evidence and a reasonable basis exists to sustain the exemption.

H.13 RISK OF LOSS

The Seller bears all risk of loss, damage, or destruction of the Aircraft occurring prior to the Transfer of Title. The FAA bears all risk of loss, damage, or destruction of the Aircraft occurring subsequent to the Transfer of Title. Notwithstanding any contrary provision of this Contract, if at any time prior to the Transfer of Title the Aircraft is destroyed or damaged beyond economic repair, as determined by FAA in its reasonable discretion, this Contract will terminate, and neither Party shall have any further obligation to the other.

H.14 NOTICE

All communications, declarations, demands, consents, directions, approvals, instructions, requests and notices required or permitted by this Contract must be in writing and will be deemed to have been duly given or made when delivered personally or transmitted by electronic mail (provided that a transmission error message is not received by sender), or in the case of documented overnight delivery service or registered or certified mail, return receipt requested, delivery charge or postage prepaid, on the date shown on the receipt therefor, in each case at the address set forth below.

If to FAA: Federal Aviation Administration Address City, State Zip Attn:

Email:

If to Seller: Company Address City, State Zip Attn:

Email:

H.15 INSURANCE

Until Transfer of Title, the Seller must keep the Aircraft fully insured and bear the risk of loss. If any loss occurs prior to closing, at the election of the Seller or FAA, all FAA repositioning costs must promptly be refunded in full to FAA, and all proceeds of insurance will be the sole property of the Seller. This Contract will thereupon terminate, with no further liability for either party, except for any liability that has already accrued.

H.16 DELIVERY, CLOSING PROCEDURES AND PAYMENT

Delivery, acceptance and transfer of the Aircraft may take place at the Seller’s designated location.

Conveyance of the Aircraft must be free and clear of all liens and encumbrances and will be executed by FAA Bill of Sale. FAA is responsible for obtaining a Title Search (if required), and any associated expenses.

Prior to Closing, the Seller must provide to the CO or CO Designee the following:

i. An undated but otherwise fully executed FAA Bill of Sale;

ii. An undated but otherwise fully executed Warranty Bill of Sale;

iii. If Lienholders, an undated but otherwise fully executed Lien release which will cause such lienholders Lien on the Aircraft to be terminated and released;

iv. A written statement from any and all Lienholders indicating the total amount in US dollars that must be paid to Lienholders to secure the release of the Lienholder’s Lien; and

v. An Invoice containing Electronic Funds transfer (EFT) instructions for payment inclusive of EFT or wires transfer instructions and amounts to be paid directly to Lien holders, if any, to satisfy any outstanding liens.

In the event the FAA is unable to release one or more payments by EFT or wire transfer, the Seller agrees other mutually agreeable method of payment. Sellers and Lien holders are encouraged but not required to register in the System for Award Management (SAM).

H.17 FORCE MAJEURE

The Seller shall not be liable for delay in the correction of any Inspection Discrepancies, or delay in the delivery of the Aircraft to FAA, provided such failure or delay is due to acts of God or the public enemy;

war, insurrection or riots; fires, governmental actions; strikes or labor disputes; or any other cause beyond Seller's absolute control. Upon the occurrence of any such event, the time required for performance by Seller of its obligations arising under this Contract shall be extended by a period equal to the duration of such event.

H.18 MARKETING

From the deadline for proposal submission established in L.9.2 until the earlier of (i) the Closing of the sale of the Aircraft to FAA or (ii) the date of termination of this Contract in accordance with its terms (the “No Shop Period”), the Aircraft must be subject to FAA’s exclusive right to purchase. Neither Seller nor any agent or other person acting on its behalf will directly or indirectly solicit or entertain offers from, negotiate with or in any manner encourage, discuss, accept or consider any proposal of any person other than FAA relating to the acquisition, through purchase, lease or otherwise, of the Aircraft or any interest therein and Seller will discontinue all marketing and advertising activities for the Aircraft.

Seller must cancel any existing back-up offers relating to the purchase or sale of the Aircraft and must reject any offers to purchase the Aircraft that Seller may subsequently receive from any third-party.

H.19 BROKERAGE FEES AND EXPENSES

The Seller shall pay, and shall defend, indemnify, and hold the government harmless from and against, all brokerage fees and commissions due and payable to a broker or other persons or entities arising from any actual or alleged relationship with the Seller arising from the sale or purchase of the Aircraft.

SECTION I – CLAUSES

The following clauses are in effect as determined applicable to the Seller. The Seller is requested to identify any and all clauses considered not applicable at the time of proposal submission.

3.1-1 CLAUSES AND PROVISIONS INCORPORATED BY REFERENCE (JUL 2019)

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

Upon request, the CO will make the full text available, or Sellers may obtain the full text via Internet at: https://fast.faa.gov/contractclauses.cfm.

3.2.2.3-83 PROHIBITION AGAINST CONTRACTING WITH INVERTED DOMESTIC CORPORATIONS (OCT 2015)

3.2.5-1 OFFICIALS NOT TO BENEFIT (OCT 2019)

3.2.5-3 GRATUITIES OR GIFTS (OCT 2019)

3.2.5-5 ANTI-KICKBACK PROCEDURES (OCT 2019)

3.2.5-8 WHISTLEBLOWER PROTECTION FOR CONTRACTOR EMPLOYEES (APR 1996)

3.6.2-2 CONVICT LABOR (APR 1996)

3.6.2-9 EQUAL OPPORTUNITY (OCT 2018)

3.6.2-12 EQUAL OPPORTUNITY FOR VETERANS (OCT 2018)

3.6.2-13 AFFIRMATIVE ACTION FOR WORKERS WITH DISABILITIES (OCT 2018)

3.6.2-39 TRAFFICKING IN PERSONS (APR 2019)

3.6.3-16 DRUG FREE WORKPLACE (MAR 2009)

3.6.4-10 RESTRICTIONS ON CERTAIN FOREIGN PURCHASES (JAN 2010)

3.6.4-23 PROHIBITION ON CONTRACTING FOR CERTAIN TELECOMMUNICATIONS AND VIDEO

SURVEILLANCE SERVICES OR EQUIPMENT (JAN 2021)

3.9.1-1 CONTRACT DISPUTES (OCT 2011)

3.9.1-2 PROTEST AFTER AWARD (AUG 1997)

3.10.1-7 BANKRUPTCY (APR 1996)

3.10.1-12 CHANGES - FIXED-PRICE (APR 1996)

FULL TEXT CLAUSES:

3.6.2-14 EMPLOYMENT REPORTS ON VETERANS (OCT 2018)

(a) Unless the Seller is a State or local government agency, the Seller must report at least annually, as required by the Secretary of Labor, on:

(1) The total number of employees in the Seller's workforce, by job category and hiring location, who are disabled veterans, other protected veterans, Armed Forces service medal veterans, and recently separated veterans,

(2) The total number of new employees hired during the period covered by the report, and of the total, the number of disabled veterans, other protected veterans, Armed Forces service medal veterans, and recently separated veterans; and

(3) The maximum number and minimum number of employees of the Seller or subcontractor at each hiring location during the period covered by the report.

(b) The above items must be reported by completing the form titled 'Federal Contractor Veterans' Employment Report VETS-100A.'

(c) Reports must be submitted no later than September 30 of each year.

(d) The employment activity report required by paragraph (a)(2) of this clause must reflect total hires during the most recent 12-month period as of the ending date selected for the employment profile report required by paragraph (a)(1) of this clause. Sellers may select an ending date: (1) As of the end of any pay period during the period January through March 1st of the year the report is due, or (2) as of December 31, if the Seller has previous written approval from the Equal Employment Opportunity Commission to do so for purposes of submitting the Employer Information Report EEO-1 (Standard Form 100).

(e) The count of veterans reported according to paragraph (a) of this clause must be based on data known to the Seller when completing the VETS-100A.The Seller's knowledge of veterans status may be obtained in a variety of ways, including an invitation to applicants to self-identify (in accordance with 41 CFR 60-300.42), voluntary self-disclosure by employees, or actual knowledge of veteran status by the Seller. This paragraph does not relieve the employer of liability for a determination under 38 U.S.C. 4212.

(f) Subcontracts. The Seller must include the terms of this clause in every subcontract or purchase order of $100,000 or more unless exempted by rules, regulations, or orders of the Secretary of Labor.

3.13-16 Records Management (January 2020) (Tailored)

(a) Definitions.

Federal record as defined in 44 U.S.C. § 3301, means all recorded information, regardless of form or characteristics, made or received by a Federal agency under Federal law or in connection with the transaction of public business and preserved or appropriate for preservation by that agency or its legitimate successor as evidence of the organization, functions, policies, decisions, procedures, operations, or other activities of the United States Government or because of the informational value of data in them. The term Federal record:

(1) Includes all FAA records.

(2) Does not include personal materials.

(3) Applies to records created, received, or maintained by Sellers pursuant to a FAA contract.

(4) May include deliverables and documentation associated with deliverables.

(b) Requirements.

(1) Compliance. The Seller must comply with all applicable records management laws and regulations, as well as National Archives and Records Administration (NARA) records policies, including but not limited to the Federal Records Act (44 U.S.C. chapters 21, 29, 31, 33), NARA regulations at 36 CFR Chapter XII Subchapter B, and those policies associated with the safeguarding of records covered by Privacy Act of 1974 (5 U.S.C. 552a), to the extent that the Privacy Act applies to any records maintained by the Seller.

These policies include the preservation of all Federal records, regardless of form or characteristics, mode of transmission, or state of completion.

(2) Applicability. All data created for Government use and delivered to, or falling under, the legal control of the Government, are Federal records subject to the provisions of 44 U.S.C. chapters 21, 29, 31, and

33. Such Federal records must be managed and scheduled for disposition only as permitted by the Federal Records Act, relevant statute or regulation, and FAA Order 1350.14 “Records Management” at https://www.faa.gov/documentLibrary/media/Order/FAA_1350.14B.pdf.

(3) Records maintenance. While in Seller’s custody, the Seller is responsible for preventing the alienation or unauthorized destruction of FAA records, including all forms of mutilation. Records may not be removed from the legal custody of FAA or destroyed except in accordance with the provisions of the agency records schedules and with the written concurrence of the FAA Agency Records Officer (ARO) (or the ARO’s designate) and CO, as appropriate. Willful and unlawful destruction, damage or alienation of Federal records is subject to the fines and penalties imposed by 18 U.S.C. 2701. In the event of any unlawful or accidental removal, defacing, alteration, or destruction of records, the Seller must report the event to the CO in accordance with 36 CFR 1230, Unlawful or Accidental Removal, Defacing, Alteration, or Destruction of Records, for reporting to NARA by FAA Records Management. Electronic records and associated metadata must be accompanied by sufficient technical documentation to permit understanding and use of the records and data.

(4) Unauthorized disclosure. The Seller must notify the CO within 2 (two) hours of discovery of any inadvertent or unauthorized disclosures of information, data, documentary materials, records or equipment. Disclosure of non-public information is limited to authorized personnel with a need-to-know as described in the contract. The Seller must ensure that the appropriate personnel, administrative, technical, and physical safeguards are established to ensure the security and confidentiality of this information, data, documentary material, records and/or equipment is properly protected. The Seller must not remove material from Government facilities or systems, or facilities or systems operated or maintained on the Government’s behalf, without the express written permission of the FAA ARO (or the ARO’s designate) and the CO. Destruction of records is expressly prohibited unless in accordance with the contract.

(c) Records management contracts – where the Seller is required to design, develop, and/or operate a system of records, the following additional requirements apply:

During the contract, the FAA ARO (or ARO’s designate) has the right to inspect where the records are stored (digitally or paper records) in order to ensure they are properly protected from the elements and/or loss. This inspection must be coordinated through the CO or the CO’s Representative. The Seller must be provided 30 calendar days’ notice of such inspections. This clause may be tailored to provide for a different notice period. Additional details regarding such inspections consistent with this clause may be specified in the Statement of Work.

For contracts where the Seller is responsible for managing FAA records, when the records are no longer required or at the completion of the contract, the records must be returned to FAA control. Items returned to the FAA must be hand carried, mailed, or securely electronically transmitted to the CO or address indicated in the contract.

(d) Non-public information. The Seller must not create or maintain any records containing any non-public FAA information that are not specifically tied to or authorized by the contract.

(e) Ownership. Consistent with all applicable data rights clauses in this contract, the FAA is the sole owner of the rights to all data and records produced as part of this contract. All deliverables under the https://www.faa.gov/documentLibrary/media/Order/FAA_1350.14B.pdf contract are the property of the U.S. Government for which FAA will have unlimited rights to use, dispose of, or disclose such data contained therein as it determines to be in the public interest. Any Seller rights in the data or deliverables must be identified as required by applicable data rights clauses in this contract.

(f) Notification of third party access requests. The Seller must notify the CO promptly of any requests from a third party for access to Federal records, including any warrants, seizures, or subpoenas it receives, including those from another Federal, State, or local agency. The Seller must cooperate with the CO to take all measures to protect Federal records, from any unauthorized disclosure.

(g)Reserved

(h) Agency Records Officer (ARO) – regarding clause provisions above that cite the ARO or designate, information as to the name of the ARO or the ARO designate for particular locations outside FAA Headquarters may be obtained from the FAA Records and Information Management Team (RIM) at 9-faa-records-management-program@faa.gov.

(i) Subcontractor flowdown requirements. The Contractor must incorporate the substance of this clause, its terms and requirements including this paragraph (i), in all subcontracts under this contract.

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PART III – SECTION J – LIST OF ATTACHMENTS

ATTACHMENT TITLE DATE PAGES

J-1. Statement of Work (SOW) February 09, 2021 12 J-2. Flight Program Fleet Modernization

(FPFM) Source Evaluation Model February 09, 2021 N/A

Section K - Representations, Certifications, and Other Statements of Bidders

3.1-1 CLAUSES AND PROVISIONS INCORPORATED BY REFERENCE (JUL 2019)

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

https://fast.faa.gov/contractclauses.cfm.

3.2.2.3-82 PROHIBITION ON CONDUCTING RESTRICTED BUSINESS OPERATIONS IN SUDAN -

CERTIFICATION (JUL 2012)

3.2.5-7 DISCLOSURE REGARDING PAYMENTS TO INFLUENCE CERTAIN FEDERAL TRANSACTIONS (OCT 2019)

AIRCRAFT REPRESENTATIONS AND WARRANTIES

The Seller warrants that it holds legal title to the Aircraft and is authorized to sell the Aircraft.

The Seller warrants that the Aircraft is airworthy.

The Seller warrants that the Aircraft has no Damage History as defined in Section C.2.1.3.

At the time of the Closing, the Seller must convey to FAA legal, good and marketable title to the Aircraft, free and clear of all liens and encumbrances whatsoever, and Seller must warrant and defend such title forever against all claims and demands whatsoever.

3.2.2.3-81 PROHIBITION AGAINST CONTRACTING WITH INVERTED DOMESTIC CORPORATIONS-

REPRESENTATION (OCT 2015)

(a) Definition: "Inverted Domestic Corporation" and "subsidiary" are defined in AMS clause 3.2.2.3-83 "Contracting with Inverted Domestic Corporations."

(b) The FAA is not permitted to use appropriated or otherwise made available funds for contracts with either an inverted domestic corporation or a subsidiary of an inverted domestic corporation (unless the requirement is waived in accordance with applicable AMS guidance)

(c) Representation. By submittal of its offer, the Seller represents that it is not an inverted domestic corporation and is not a subsidiary of one.

3.2.2.7-7 CERTIFICATION REGARDING RESPONSIBILITY MATTERS (JAN 2018)

(a)(1) The Seller certifies, to the best of its knowledge and belief, that

(i) All representations and certifications as reflected are current and accurate as of the date the proposal/offer is submitted. The Seller must provide immediate written notice to the CO if at any time prior to award the Seller and/or any of its Principals learns that any certification or representation was erroneous when this proposal/offer was submitted or has become erroneous by reason of changed circumstances.

(ii) The Seller and/or any of its Principals-

(A) Are [ ] are not [ ] presently debarred, suspended, proposed for debarment, or declared ineligible for the award of contracts by any Federal agency;

(B) Have [ ] have not [ ] within a three-year period preceding this offer, been convicted of or had a civil judgment rendered against them for: commission of fraud or a criminal offense in connection with obtaining, attempting to obtain, or performing a public- (Federal, state, or local) contract or subcontract; violation of Federal or state antitrust statutes relating to the submission of offers; or commission of embezzlement, theft, forgery, bribery, falsification or destruction of records, making false statements, tax evasion, violating Federal criminal tax laws or receiving stolen property; and

(C) Are [ ] are not [ ] presently indicted for, or otherwise criminally or civilly charged by a governmental entity with, commission of any of the offenses enumerated in subdivision (a)(1) (ii)(B) of this provision.

(D) Have [ ], have not [ ], within a three-year period preceding this offer, been notified of any delinquent Federal taxes in an amount that exceeds $3,000 for which the liability remains unsatisfied.

(1) Federal taxes are considered delinquent if both of the following criteria apply:

(i) The tax liability is finally determined. The liability is finally determined if it has been assessed. A liability is not finally determined if there is a pending administrative or judicial challenge. In the case of a judicial challenge to the liability, the liability is not finally determined until all judicial appeal rights have been exhausted.

(ii) The taxpayer is delinquent in making payment. A taxpayer is delinquent if the taxpayer has failed to pay the tax liability when full payment was due and required. A taxpayer is not delinquent in cases where enforced collection action is precluded.

(2) Examples-

(i) The taxpayer has received a statutory notice of deficiency, under I.R.C. Sec. 6212, which entitles the taxpayer to seek Tax Court review of a proposed tax deficiency. This is not a delinquent tax because it is not a final tax liability. Should the taxpayer seek Tax Court review, this will not be a final tax liability until the taxpayer has exercised all judicial appeal rights.

(ii) The IRS has filed a notice of Federal tax lien with respect to an assessed tax liability, and the taxpayer has been issued a notice under I.R.C. Sec. 6320 entitling the taxpayer to request a hearing with the IRS Office of Appeals contesting the lien filing, and to further appeal to the Tax Court if the IRS determines to sustain the lien filing. In the course of the hearing, the taxpayer is entitled to contest the underlying tax liability because the taxpayer has had no prior opportunity to contest the liability. This is not a delinquent tax because it is not a final tax liability. Should the taxpayer seek tax court review, this will not be a final tax liability until the taxpayer has exercised all judicial appeal rights.

(iii) The taxpayer has entered into an installment agreement pursuant to I.R.C. Sec. 6159. The taxpayer is making timely payments and is in full compliance with the agreement terms. The taxpayer is not delinquent because the taxpayer is not currently required to make full payment.

(iv) The taxpayer has filed for bankruptcy protection. The taxpayer is not delinquent because enforced collection action is stayed under 11 U.S.C. 362 (the Bankruptcy Code).

(E) The Seller has [ ] has not [ ] within a three-year period preceding this offer, had one or more contracts terminated for default by any Federal agency.

(2) 'Principals,' for the purposes of this certification, means officers; directors; owners; partners; and, persons having primary management or supervisory responsibilities within a business entity (e.g., general manager; plant manager; head of a subsidiary, division, or business segment, and similar positions). THIS CERTIFICATION CONCERNS A MATTER WITHIN THE JURISDICTION OF AN AGENCY OF THE UNITED STATES AND THE MAKING OF A FALSE, FICTITIOUS, OR FRAUDULENT CERTIFICATION MAY RENDER THE MAKER SUBJECT TO PROSECUTION UNDER SECTION 1001, TITLE 18, UNITED STATES CODE.

(b) The Seller must provide immediate written notice to the CO if, at any time prior to contract award, the Seller learns that its certification was erroneous when submitted or has become erroneous by reason of changed circumstances.

(c) A certification that any of the items in paragraph (a) of this provision exists will not necessarily result in withholding of an award under this SIR. However, the certification will be considered in connection with a determination of the Seller's responsibility. Failure of the Seller to furnish a certification or provide such additional information as requested by the CO may render the Seller nonresponsible.

(d) Nothing contained in the foregoing must be construed to require establishment of a system of records in order to render, in good faith, the certification required by paragraph (a) of this provision. The knowledge and information of a Seller is not required to exceed that which is normally possessed by a prudent person in the ordinary course of business dealings.

(e) The certification in paragraph (a) of this provision is a material representation of fact upon which reliance was placed when making award. If it is later determined that the Seller knowingly rendered an erroneous certification, in addition to other remedies available to the Government, the CO may terminate the contract resulting from this SIR for default.

3.2.2.7-9 REPRESENTATION BY CORPORATIONS REGARDING DELINQUENT TAX LIABILITY OR A FELONY

CONVICTION UNDER ANY FEDERAL LAW (JAN 2017)

(a) As required by sections 745 and 746 of Title VII, Government-Wide General Provisions, of the Consolidated Appropriations Act, 2016 (Public Law 114-113), and similar provisions, if contained in subsequent appropriations acts, the FAA will not enter into a contract with any corporation that-

(1) Has any unpaid Federal tax liability that has been assessed, for which all judicial and administrative remedies have been exhausted or have lapsed, and is not being paid in a timely manner pursuant to an agreement with the authority responsible for collecting the tax liability, where the FAA is aware of the unpaid tax liability, unless the FAA has considered suspension or debarment of the corporation and made a determination that suspension or debarment is not necessary to protect the interests of the Government; or

(2) Was convicted of a felony criminal violation under any Federal law within the preceding 24 months, where the FAA is aware of the conviction, unless the FAA has considered suspension or debarment of the corporation and made a determination that the action is not necessary to protect the interests of the Government.

(b) The Seller represents that-

(1) It is _____ is not____ a corporation that has any unpaid Federal tax liability that has been assessed, for which all judicial and administrative remedies have been exhausted or have lapsed, and that is not being paid in a timely manner pursuant to an agreement with the authority responsible for collecting the tax liability; and

It is is not ____ a corporation that was convicted of a felony criminal violation under a Federal criminal law within the preceding 24 months.

3.2.5-2 INDEPENDENT PRICE DETERMINATION (OCT 1996)

The Seller warrants that:

(1) The prices in this offer have been arrived at independently, without, for the purpose of restricting competition, any consultation, communication, or agreement with any other competitor relating to

(i) those prices,

(ii) the intention to submit an offer, or

(iii) the methods or factors used to calculate the prices offered;

(2) The prices in this offer have not been knowingly disclosed by the Seller, directly or indirectly, to any other competitor before receipt of offers unless otherwise required by law; and

(3) No attempt has been made by the Seller to induce any other concern to submit or not to submit an offer for the purpose of restricting competition.

3.6.2-5 CERTIFICATION OF NONSEGREGATED FACILITIES (MAR 2009)

(a) 'Segregated facilities,' as used in this provision, means any waiting rooms, work areas, rest rooms and wash rooms, restaurants and other eating areas, time clocks, locker rooms and other storage or dressing areas, parking lots, drinking fountains, recreation or entertainment areas, transportation, and housing facilities provided for employees, that are segregated by explicit directive or are in fact segregated on the basis of race, color, religion, or national origin because of habit, local custom, or otherwise.

(b) By the submission of this offer, the Seller certifies that it does not and will not maintain or provide for its employees any segregated facilities at any of its establishments, and that it does not and will not permit its employees to perform their services at any location under its control where segregated facilities are maintained. The Seller agrees that a breach of this certification is a violation of the "Equal Opportunity" clause in the contract.

(c) The Seller further agrees that (except where it has obtained identical certifications from proposed subcontractors for specific time periods) it will--

(1) Obtain identical certifications from proposed subcontractors before the award of subcontracts under which the subcontractor will be subject to the "Equal Opportunity" clause;

(2) Retain the certifications in the files; and

(3) Forward the following notice to the proposed subcontractors (except if the proposed subcontractors have submitted identical certifications for specific time periods):

NOTICE TO PROSPECTIVE SUBCONTRACTORS OF REQUIREMENT FOR CERTIFICATIONS OF

NONSEGREGATED FACILITIES

A Certification of Nonsegregated Facilities must be submitted before the award of a subcontract under which the subcontractor will be subject to the "Equal Opportunity" clause. The certification may be submitted either for each subcontract or for all subcontracts during a period (i.e., quarterly, semiannually, or annually).

Note: The penalty for making false statements in offers is prescribed in 18 U.S.C. 1001.

3.6.2-6 PREVIOUS CONTRACTS AND COMPLIANCE REPORTS (MAY 1997)

The Seller represents that –

(a) It ( ) has, ( ) has not, participated in a previous contract or subcontract subject either to the "Equal Opportunity" clause of this solicitation, the clause originally contained in Section 310 of Executive Order No. 10925, or the clause contained in Section 201 of Executive Order No. 11114;

(b) It ( ) has, ( ) has not, filed all required compliance reports; and (c) Representations indicating submission of required compliance reports, signed by proposed subcontractors, will be obtained before subcontract awards.

3.6.2-8 AFFIRMATIVE ACTION COMPLIANCE (APR 1996)

The Seller represents that

(a) it ( ) has developed and has on file, ( ) has not developed and does not have on file, at each establishment, affirmative action programs required by the rules and regulations of the Secretary of Labor (41 CFR 60-1 and 60-2), or

(b) it ( ) has not previously had contracts subject to the written affirmative action programs requirement of the rules and regulations of the Secretary of Labor.

3.6.4-19 PROHIBITION CONTRACTING WITH ENTITIES ENGAGING IN CERTAIN ACTIVITIES OR

TRANSACTIONS RELATED TO IRAN- REPRESENTATION AND CERTIFICATIONS (APR 2013)

(a) Definitions.

"Person"

(1) means:

(i) A natural…